Directors Report of Swan Corp Ltd.

Mar 31, 2025

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

2) FINANCIAL SUMMARY:

('' in lakhs)

	Standalone		Consolidated
Particulars	For the year ended on 31.3.2025	For the year ended on 31.3.2024	For the year ended on 31.3.2025	For the year ended on 31.3.2024
Profit before interest & depreciation	2,317.25	2,327.30	1,80,445.94	95,059.79
Less: Interest	269.25	1,240.40	18,566.85	22,630.16
: Depreciation	824.90	798.73	14,729.30	11,495.74
Profit before Tax	1,223.10	288.17	1,46,973.62	60,933.89
Less: Provision for Taxation	317.61	70.87	59,533.11	2,337.20
Net Profit for the year	905.49	217.30	87,440.51	58,596.68
Other Comprehensive Income for the year	(14.88)	4.00	2,930.54	1,332.30
Total Comprehensive Income for the year	890.61	221.30	90,371.05	59,928.98
Attributable to shareholders of the company	-	-	75,530.30	30,117.13
Non-Controlling Interest	-	-	11,910.21	29,077.20
Add: Amount of Profit & Loss Account brought forward	19,751.13	19,793.75	27,636.67	(2,213.38)
Opening balance of new subsidiaries	-	-	-	-
Opening Balance of Strike-off subsidiaries	-	-	-	-
Amount available for Appropriation Less: Appropriations: Transfer to General Reserve	20,905.66	20,015.05	27,636.67	27,903.75
Dividend on Equity shares paid*	-	-	-	-
Tax on dividend	(263.92)	(263.92)	(269.95)	(269.95)
Add: Other Comprehensive Income	-	-	-	2.87
Balance of Profit & Loss Account transferred to Balance Sheet	20,641.74	19,751.13	27,366.72	27,636.67

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

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

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

3) BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS.

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

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

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

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

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

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

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

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

4) REVIEW OF OPERATIONS

A. ENERGY:

Divestment of FSRU âVasant-1â - A Strategic Exit from Offshore Operations:

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

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

Onshore LNG Terminal at Jafrabad - Nearing Completion:

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

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

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

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

B. REAL ESTATE:

Cardinal One Project Successfully Completed with Strong Sales:

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

Strategic Land Bank and Asset Monetization in Progress:

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

C. SHIPBUILDING:

Revitalization of Indiaâs Largest Shipyard through NCLT Acquisition:

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

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

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

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

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

5) QIP PROCEEDS:

Capital Infusion through QIP and Strategic Debt Reduction:

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

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

6) CHANGE OF NAME OF THE COMPANY:

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

7) DIVIDEND & RESERVES:

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

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

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

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

RECORD DATE:

The Company has fixed 22^nd September, 2025 as the âRecord Dateâ for the purpose of determining the
entitlement of Members to receive dividend for the Financial Year 2024-2025.

8) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

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

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

9) SHARE CAPITAL:

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

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

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

10) STATUTORY DISCLOSURES:

10.1 Management Discussion and Analysis:

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

10.2 Corporate Governance:

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

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

10.3 Business Responsibility & Sustainability Report (BRSR):

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

10.4 Annual Return:

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

10.5 Familiarisation Programme for Independent Directors:

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at
www.swan.co.in

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

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

10.7 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of
employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is enclosed as Annexure E.

10.8 Number of Board & Committee Meetings:

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

10.9 Statement on declaration given by independent Directors:

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

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

10.10 Disclosure regarding Companyâs Policies under the Companies Act, 2013:

i. Remuneration and Nomination Policy:

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

ii. Corporate Social Responsibility (CSR) Policy:

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

iii. Whistle Blower Policy / Vigil Mechanism:

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

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

iv. Risk Management Policy:

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

v. Dividend Distribution Policy (DDP):

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

vi. Related Party Transactions (RPTs):

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

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

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

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

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

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

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

10.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the
Notes to the Financial Statements and forms a part of this Annual Report.

1) Auditors:

11.1. Statutory Audit

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

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

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

11.2 Cost Audit

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

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

11.3 Secretarial Audit

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

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

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

12) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of
Directors and General Meetings respectively, have been duly complied with.

13) FINANCE:

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

14) RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

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

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

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

15) DIRECTORS AND KMP:

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

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

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

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

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

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

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

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

16) GENERAL DISCLOSURES:

During the financial year under review:

i. Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out
an annual evaluation of its own performance, all the committees and Individual Directors including
chairman of the Board.

ii. Change in the nature of the business:

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

iii. Deposits:

The Company has not accepted any deposits from public;

iv. Significant and material orders passed:

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

v. Prevention of Sexual Harassment of Women at Workplace:

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

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

- Number of complaints received: Nil

- Number of complaints disposed off: Nil

- Number of complaints pending beyond 90 days: Nil

vi. Compliance With The Maternity Benefit Act, 1961:

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

vii. Proceedings under Insolvency and Bankruptcy Code, 2016 (âIBCâ):

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

viii. Details of one-time settlement:

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

ix. Giving of loan for purchase of shares:

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

x. Fraud Reporting:

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

xi. Material changes and commitments:

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

17) COMMITTEES OF THE BOARD:

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

18) DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

19) INDUSTRIAL RELATIONS:

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

20) APPRECIATION:

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

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

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

Place: Mumbai Chairman

Date: 14^th August 2025 (DIN: 01787259)

Mar 31, 2024

1) Your directors are pleased to present the One Hundred and Sixteenth (116^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2024.

2) FINANCIAL SUMMARY:

('' in lakhs)

	Standalone		Consolidated
Particulars	For the year ended on 31.3.2024	For the year ended on 31.3.2023	For the year ended on 31.3.2024	For the year ended on 31.3.2023
Profit before interest & depreciation	2,327.30	3,033.60	95,059.79	24,190.35
Less: Interest	1,240.40	1,754.54	22,630.16	22,279.90
: Depreciation	798.73	798.90	11,495.74	8,134.78
Profit before Tax	288.17	480.16	60,933.89	(6,224.33)
Less: Provision for Taxation	70.87	116.66	2,337.20	(119.41)
Net Profit for the year	217.30	363.50	58,596.68	(6,104.92)
Other Comprehensive Income for the year	4.00	11.41	1,332.30	(542.91)
Total Comprehensive Income for the year	221.30	374.91	59,928.98	(6,647.83)
Attributable to shareholders of the company	-	-	30,117.13	(3883.52)
Non-Controlling Interest	-	-	29,077.20	(2,764.31)
Add: Amount of Profit & Loss Account brought forward	19,793.75	19,682.76	(2,213.38)	1,969.17
Opening balance of new subsidiaries	-	-	-	(35.11)
Opening Balance of Strike-off subsidiaries	-	-	-	-
Amount available for Appropriation Less: Appropriations: Transfer to General Reserve	20,015.05	20,057.67	27,903.75	(1,949.46)
Dividend on Equity shares paid*	-	-	-	-
Tax on dividend	(263.92)	(263.92)	(269.95)	(263.92)
Add: Other Comprehensive Income	-	-	2.87	-
Balance of Profit & Loss Account transferred to Balance Sheet	19,751.13	19,793.75	27,636.67	(2,213.38)

*Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2023 and 2024 represents the dividend amount paid for the financial years 2022 and 2023 respectively.

On standalone basis, revenue from operations for the financial year 2023-24 was '' 38,581.34 lakhs as compared to '' 54,722.62 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was '' 2,327.30 lakhs as compared to '' 3,033.60 lakhs in the previous year. Profit after Tax (PAT) for the year was '' 217.30 lakhs as compared to '' 363.50 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2023-24 was '' 5,01,714.60 lakhs as compared to '' 1,43,814.37 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was '' 95,059.79 lakhs as compared to '' 24,190.35 lakhs in the previous year. Profit after Tax for the year was '' 58,596.68 lakhs as compared to '' (6,104.92) lakhs in the previous year.

3) BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS.

The last few years have proven to be a phase of intense action and reflection for the global economy. We have seen a global pandemic, geopolitical tensions, supply chain disruptions, the rise and fall of cryptocurrency and many other public and private upheavals. As some of these tensions still persist, our economy continues to be resilient, clocking a strong GDP growth year on year. As a clearer picture of the global market emerges,

I believe we are standing at the threshold of a period of great opportunity and growth.

Your company remains committed to delivering sustainable growth and creating long-term value for its stakeholders. The resilient, competitive, and profitable growth in the year has propelled your company to new highs.

The textile division continues to operate at above optimal capacity levels. Constant cost cutting measures and focus on operational efficiencies has led to an increase in EBIDTA margins. Your company will continue to innovate and perform at the highest levels of environmental and social governance.

The Swan LNG Project is ready to commence operations in the coming financial year. This will significantly enhance your companyâs growth trajectory.

The real estate division has achieved a major milestone wherein it has obtained the Occupation Certificate for the residential project in Bangalore. Your company will continue to evaluate real estate opportunities and plans to mobilize its land banks across Mangalore and Bangalore.

In our Petroleum and Petrochemical vertical, our consolidated revenue from operations has experienced an increase of 78% for the financial year 2023-24 to INR 3,854 crores. This is primarily driven because of anticipated and realized disruption in petroleum industry and our ability to deliver largely into India and southeast Asia. This growth reflects our efforts and commitment to driving excellence in our operations.

Your company has successfully acquired Reliance Naval and Engineering Limited through the NCLT process. This is a significant milestone which will help your company foray into the defense and shipbuilding sector. A substantial portion of the restoration activities have been completed and the shipyard is fully geared to commence operations in the coming Financial Year.

Your company remains dedicated to embracing cutting-edge technologies and practices that promote sustainability. Our efforts to reduce carbon emissions, optimize resource utilization, and foster a safe work environment have gained momentum and will continue to be a top priority. We assure you that your company remains committed to upholding the highest standards of governance, transparency, and ethical practices. Together, we shall embrace the future with optimism, determination, and the desire to build a brighter tomorrow.

4) REVIEW OF OPERATIONS

A. LNG Port Project:

The progress of Indiaâs first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, being set up through two subsidiaries, namely SWAN LNG PRIVATE LIMITED (âSLPLâ) and TRIUMPH OFFSHORE PRIVATE LIMITED (âTOPLâ) is summarized under:

I. SLPL:

The first phase of the Project, awarded under âSwiss Challengeâ route and developed on PPP basis, having capacity of 5 MMTPA LNG (extendable upto 10 MMTPA), comprising development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, to be operated on tolling business model, is under implementation.

SEL is the Lead Promoter with 63% equity stake, Government of Gujarat 26% stake (15% by GMB & 11% by GSPL), 11% stake by Indian subsidiary of Mitsui OSK Lines (MOL), Japan, who is also the technical partner of the Project.

SLPL has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on Arm basis for a period of 20 years with State-owned GSPC [1.5 MMTPA], BPCL, IOCL and ONGC [1 MMTPA each].

The execution of firm regasification agreement for reservation of 90% capacity with State Government PSU, including Concession Agreement with GMB & GoG for 30 years (extendable to further 20 years) makes the future of the project very robust. Moreover, all the necessary approvals and EPC Contracts required for project implementation are in place and the construction is progressing well.

On Project implementation work, the Company has achieved an overall 83.95% progress on the construction of Port Project upto 31^st March 2024.

Below is the progress on various EPC packages awarded by the Company:

Description	Progress with 2,200m breakwater
Overall Project Progress Status	83.95%
Breakwater, Groyne & Shore Protection Work	75.53%
Jetties & Tug berth	71.32%
Topside & Utilities related to Jetty-1 Work	99.97%
Dredging & R1 Area Reclamation	99.60%
Balance Infra Works	38.21%

During the year, the Company has pre-paid the entire loan, along with interest, to the consortium of Banks, amounting to ~ '' 220600 Lakh on 01^st March, 2024.

II. TOPL (Floating Storage and Regasification Unit (FSRU):

The Company, being a subsidiary of Swan Energy Limited (SEL), was incorporated as a special purpose vehicle (SPV) for the purpose of acquiring and owning a new built Floating storage & Regasification Unit (FSRU) to be deployed for the LNG terminal project, being implemented by Swan LNG Private Limitedâ (âSLPLâ), another subsidiary of SEL.

TOPL (SEL 51% & IFFCO 49% equity stake), entered into a shipbuilding contract for the construction of one (1) FSRU having a capacity of 1,80,000 CBM LNG with M/s Hyundai Heavy Industries Company Limited, South Korea (HHI) and post completion of construction, the Company has successfully taken the delivery of FSRU âVasant 1â from HHI Shipyard at Ulsan, South Korea, on 29^th September, 2020. Post-delivery formalities, FSRU started sailing from Ulsan port, South Korea on 4^th October, 2020.

Interim Utilization of the FSRU:

Post-delivery of FSRU, it was put on charter hire with charterer, as under, for its interim utilization as LNG Carrier till Jafrabad LNG port is ready, which has yielded decent revenue generation and saving of parking charges.

I. entered into Time Charter Party Agreement (âTCPAâ) with âM/s CNTIC V Power Energyâ, a Hong kong based Company, for interim utilization of the vessel as LNG Carrier for the period 01^st November, 2020 to 15^th March, 2021, which got completed on 28^th February, 2021.

ii. entered into TCPA with Tema LNG, Ghana; executed on 26^th April, 2021 for 270 days, subsequent to which the vessel departed from Ghana on 27^th February 2022.

iii. entered into Bare Boat Charter (âBBCâ) arrangement with Botas Trading IC (âBOTASâ) w.e.f. 02^nd January, 2023, which expired on 01^st January, 2024 ( /-) 30 days.

After expiry of charter arrangement with Botas as above, there had been subsequent long negotiations with Botas, consequent to which, the Board of TOPL has, at its Board Meeting held on 31^st July, 2024, considered and approved the following:

i. disposal / sale of the FSRU unit/vessel to BOTAS at a consideration of US $ 399 Million, subject to shareholdersâ approval, signing of definitive documents, completion of customary closing conditions under the definitive documents, receipt of regulatory approvals and approval of Board and shareholders of holding company, i.e., Swan Energy Limited;

ii. Execution / signing of Norwegian Sale Form (NSF) only after completion of all compliances and receipt of all requisite approvals;

iii. pre-payment of '' 82481 Lakhs to its consortium of lenders towards full & final repayment, subject to receipt of advance remittance from Botas.

Subsequent to receipt of advance remittance from Botas, TOPL has made pre-payment of '' 82481 Lakhs to its consortium of lenders towards full and final repayment of the outstanding debt on 01^stAugust, 2024.

B. REAL ESTATE:

The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:

I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):

i. Sai Tech Park, Bangalore - It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lac sq. ft with three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited) at annual rent of '' 1348 Lakhs.

ii. Technova Park, Hyderabad - The commercial property, located at Gachibowli area of Hyderabad. It comprises an area of 2.92 lakh sq. ft and has been leased out to M/s Google Connect Services India Private Limited (Indian subsidiary of Google) at annual rent of '' 1852 Lakhs.

iii. BTM, Bangaluru - It is a land, admeasuring 0.75 acre in the heart of Bangalore. The company has started work on the project to construct a high end residential property. The Construction on site is expected to begin in this financial year.

iv. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) has been completed, and delivered ! The Occupation Certificate for the project was received in March, 2024. The project is now at a ready to move in stage and 60% of the inventory has been sold. The balance sales are expected to be done by the end of the Calendar year.

II. Pegasus Ventures Private Limited (PVPL):

No major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. All feasible options are being explored in order to develop / monetize these properties.

C. Textile

During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of '' 1839.42 Lakh as against profit before tax of '' 1449.57 Lakh for the previous year.

5) ACQUISITIONS:

A. Reliance Naval and Engineering Ltd (âRNELâ):

Subsequent to National Company Law Tribunal (NCLT) Ahmedabad order dated 23^rd December, 2022, approving the Resolution Plan submitted by the Resolution Applicant, M/s Hazel Mercantile Limited (HML) to acquire RNEL, through a SPV, namely Hazel Infra Limited (âHILâ), wherein SEL and HML shareholding is 74% & 26% respectively, an upfront payment of '' 23142 Lakhs was remitted to the lenders on 27^thOctober, 2023. Thereafter, the control of RNEL was handed over by the Monitoring Committee to the new management on 4^th January, 2024.

In terms of Resolution Plan to issue 1 new equity share in lieu of 275 old equity shares, Corporate action has been executed at NSDL, CDSL and 26,82,150 new equity shares has been allotted in lieu of 73,75,91,263 old shares to the Public category of shareholders, and the management of RNEL is in the process of recommencing trading of its shares on the stock exchanges.

Further, an application seeking change of name from RNEL to âSwan Defence and Heavy Industries Limitedâ has been submitted to Ministry of Corporate Affairs, which is pending for approval.

As on the date of this Report, the implementation of the Resolution Plan and completion of pending compliances are under way.

B. Triumph Offshore Private Limited (TOPL):

The company, at its Board meeting held on 24^th June, 2024, considered and approved the acquisition of 26,21,50,000 equity shares of '' 10/- each of TOPL (representing 49% of total equity of TOPL) from Indian Farmers Fertiliser Cooperative Limited (âIFFCOâ) at a total price of '' 44000 Lakhs, as per duly executed Share Purchase Agreement (âSPAâ). The said SPA was ratified and approved by Board of Directors of TOPL at its meeting held on 26^th June 2024. SEL has paid the entire consideration of '' 44000 Lakhs to IFFCO and the formalities related to transfer of Shares are in process.

Prior to the acquisition mentioned above, your company held 51% equity in TOPL. After the acquisition, TOPL become a wholly owned subsidiary of the Company.

6) DIVIDEND & RESERVES:

The Board of Directors (âBoardâ) is pleased to recommend a dividend @ Re. 0.10 per Equity share (10%) on 31,34,56,886 Equity Shares of Re 1 each for the year ended 31^st March, 2024, subject to the approval of the Shareholders at the ensuing 116^th AGM.

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

The Register of Members and Share Transfer Books of the Company will be closed from Friday, 20^th September 2024 to Thursday, 26^th September 2024 (both days inclusive) to determine the eligibility of shareholders to receive the dividend for the financial year ending on 31^st March, 2024.

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

RECORD DATE

The Company has fixed 19^th September, 2024 as the âRecord Dateâ for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2023-2024.

7) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year, âReliance Naval and Engineering Limitedâ, being subsidiary of Hazel Infra Limited incorporated at Gujarat, became the step down subsidiary of the company with effect from 7^th August, 2024.

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

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

8) SHARE CAPITAL:

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

During the year under review, the Company has issued shares via Qualified Institutional Placement (âQIPâ). The paid-up Equity share capital as on 31^st March, 2024 was '' 3134.57 Lakhs.

The above equity shares so allotted rank pari passu with the existing equity shares of the Company.

Except as stated above, there was no other change in the share capital of the Company.

9) STATUTORY DISCLOSURES:

9.1 Management Discussion and Analysis:

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

9.2 Corporate Governance

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

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

9.3 Business Responsibility & Sustainability Report (BRSR)

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

9.4 Annual Return:

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

9.5 Familiarisation Programme for Independent Directors

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at www.swan.co.in

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

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

9.7 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E.

9.8 Number of Board & Committee Meetings:

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

9.9 Statement on declaration given by independent Directors:

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

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

9. 10 Disclosure regarding Companyâs Policies under the Companies Act, 2013:

i. Remuneration and Nomination Policy

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

ii. Corporate Social Responsibility (CSR) Policy:

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

iii. Whistle Blower Policy / Vigil Mechanism:

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

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

iv. Risk Management Policy

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

v. Dividend Distribution Policy (DDP)

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

vi. Related Party Transactions (RPTs):

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

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

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

During the year 2023-24, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

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

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

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

9.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to the Financial Statements and forms a part of this Annual Report.

10) Auditors:

10.1. Statutory Audit

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

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

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

10.2 Cost Audit

Your company is required to maintain cost records. Accordingly, pursuant to the recommendation of the Audit Committee, the Board has appointed M/s Nisha Patel & Associates, Cost Accountants (Firm Registration No. 102667) as the Cost Auditor for the financial year ending on 31^st March, 2025, at a remuneration of '' 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company.

The remuneration payable is required to be ratified at the ensuing 116^th AGM.

10.3 Secretarial Audit

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2024.

Secretarial Audit Report of the Company for the year ended 31^st March, 2024 is annexed to this Report as Annexure - H.

11) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

12) FINANCE:

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

13) RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

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

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

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

14) DIRECTORS AND KMP:

At the ensuing AGM, Mr. Nikhil Merchant (DIN: 00614790), retires by rotation and being eligible, offers himself for re-appointment.

Mr. Chetan Selarka (DIN: 03224037) Chief Financial Officer of the Company has been designated as Whole Time Director (Key Managerial Personnel) and Chief Financial Officer of the company with effect from 14^th August 2024.

Mr. Ashish Bairagra (DIN: 00049591) has been appointed as an Independent Director of the Company with effect from 14^th August 2024.

Mr. Prabhakar Reddy Patil (DIN: 00377406) has been appointed as an Independent Director of the Company with effect from 14^th August 2024.

Mr. Arun Agarwal, Company Secretary and Compliance Officer has tendered his resignation on 30^th June 2024 and Mr. Deepesh Kedia has been appointed as Company Secretary & Compliance Officer from 01^st July 2024.

15) GENERAL DISCLOSURES:

During the financial year under review:

i. Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.

ii. Change in the nature of the business:

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

iii. Deposits:

The Company has not accepted any deposits from public;

iv. Significant and material orders passed:

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

v. Prevention of Sexual Harassment of Women at Workplace:

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

No case was reported to the Committee during the year under review.

vi. Proceedings under Insolvency and Bankruptcy Code, 2016 (âIBCâ):

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

vii. Details of one-time settlement:

There were no instances of onetime settlement with any Banks or Financial Institutions; viii Giving of loan for purchase of shares:

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

ix. Fraud Reporting:

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

x. Material changes and commitments:

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

16) COMMITTEES OF THE BOARD

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

17) DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31^st March, 2024 and of the profit of the Company for that period;

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

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

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

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

18) INDUSTRIAL RELATIONS:

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

19) APPRECIATION:

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

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

For and on behalf of the Board of Directors

(Navinbhai C. Dave) Chairperson

Mumbai, 14^th August 2024 (DIN: 01787259)

Mar 31, 2023

1) Your directors are pleased to present the One Hundred and Fifteenth (115^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2023.

2) Financial Results				(Rs. in lakhs)
Particulars	Standalone		Consolidated
	For the year ended on 31.3.2023	For the year ended on 31.3.2022	For the year ended on 31.3.2023	For the year ended on 31.3.2022
Profit before interest & depreciation	3,033.60	2,845.32	24,190.35	7,518.72
Less:Interest	1,754.54	1,764.09	22,279.90	18,914.94
: Depreciation	798.90	600.39	8,134.78	7,026.65
Profit before Tax	480.16	480.84	6,224.33	(18,422.87)
Less: Provision for Taxation	116.66	163.04	(119.41)	(2,633.58)
Net Profit for the year	363.50	317.80	(6,104.92)	(15,789.29)
Other Comprehensive Income for the year	11.41	11.32	(542.91)	11.32
Total Comprehensive Income for the year	374.91	329.12	(6,647.83)	(15,777.97)
Attributable to shareholders of the company	-	-	(3883.52)	(8,742.61)
Non-Controlling Interest	-	-	(2,764.31)	(7,035.36)
Add: Amount of Profit & Loss Account brought forward	19,682.76	19,597.90	1,969.17	10,944.75
Opening balance of new subsidiaries	-	-	(35.11)	(4.96)
Opening Balance of Strike-off subsidiaries	-	-	-	16.25
Amount available for Appropriation	20,057.67	19,927.02	(1,949.46)	2,213.43
Less: Appropriations:	-	-	-	-
Transfer to General Reserve	(263.92)	244.26	(263.92)	244.26
Dividend on Equity shares paid * Tax on dividend	-	-		-
Balance of Profit & Loss Account transferred to Balance sheet	19,793.75	19,682.76	(2,213.38)	1,969.17
* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2022 and2023 represents the dividend amount paid for thefinancial years 2021 and2022 respectively.

On standalone basis, revenue from operations for the financial year 2022-23 was Rs. 54,722.62 lakhs as compared to Rs. 40,871.55 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3,033.60 lakhs as compared to Rs. 2,845.32 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs. 363.50 lakhs as compared to Rs. 317.80 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2022-23 was Rs. 1,43,814.37 lakhs as compared to Rs. 48,719.96 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 24,190.35 lakhs as compared to Rs. 7,518.72 lakhs in the previous year. Loss after Tax for the year was Rs. 6,104.92 lakhs as compared to Rs. 15,789.29 lakhs in the previous year.

3) BUSINESS OUTLOOK & THE STATE OF COMPANY''S AFFAIRS:

At the outset, the year 22-23 has been a year of uncertainties in business. The global economy experienced a 2.7% growth slowdown compared to the previous year. Tight financial conditions, Russia - Ukraine war, and the lingering COVID - 19 pandemic have been weighing down the economy. However, India has a different tale to present, with its robust well supported domestic demand, and strong investments bolstered by the government India has shown a slow yet upscale graph.

Our steady growth in the year 22-23 has helped us overcome the UK and get listed as the 5^th largest economy in the world after it recovered from repeated waves of COVID-19 pandemic shock. The economy has seen a rise in employment and a substantial increase in private consumption. Favorable policies and new investments are showing a sustainable business landscape ahead.

Your company is committed to delivering sustainable growth and creating long-term value for its stakeholders. Thus, our unwavering focus on operational excellence has yielded impressive results across all our business verticals.

In the textile division, we have continued to push boundaries to deliver high-quality products that meet global standards. Similarly, our realty, and oil and gas operations have showcased resilience and adaptability, even in the face of industry fluctuations. Compared to FY2021-22, revenues rose to Rs. 1438 crore and EBITDA improved to Rs. 241 crores. Our three core businesses have set the pace toward a profitable year ahead, with a commendable performance in the closing quarter.

After a comprehensive three-year process, Swan Energy has emerged as the successful bidder for the former Reliance Naval and Engineering Limited. Additionally, this year, Swan Energy has secured a controlling interest in the Indian-listed entity, Veritas India Limited. These strategic moves signify our entry into the shipbuilding and heavy manufacturing sector, whilst bolstering our foothold in the oil and gas industry.

Innovation and sustainability are our core values. This has been the driving force for your company to embrace cuttng-edge technologies and practice impeccable safety and production methods. Looking ahead, we see immense potential for growth and further diversification. We shall continue to explore new avenues to strengthen our position and create value for our shareholders.

4) REVIEW OF OPERATIONS

A LNG Port Project:

The progress of India''s first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, being set up through two subsidiaries, namely SWAN LNG PRIVATE LIMITED (SLPL) and TRIUMPH OFFSHORE PRIVATE LIMITED (TOPL) is summarized under:

I - SLPL:

The first phase of the Project, awarded under ''Swiss Challenge'' route and developed on PPP basis, having capacity of 5 MMTPA LNG (extendable upto 10 MMTPA), comprising development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, to be operated on tolling business model, is under implementation.

SLPL has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on firm basis for a period of 20 years with State-owned GSPC [1.5 MMTPA], BPCL, IOCL and ONGC [1 MMTPA each].

On Project implementation work, the Company has achieved an overall 79.11% progress on the construction of Port Project upto 31^st March 2023.

Below is the progress on various EPC packages awarded by the Company:

Description	Progress with 2,200m breakwater
Overall Project Progress Status	79.11%
Breakwater, Groyne & Shore Protection Work	64.10%
Jettes & Tug berth	71.30%
Topside & Utilities related to Jetty-1 Work	99.88%
Dredging & R1 Area Reclamation	99.60%
The expected commencement date of the Project is 31-03-2024.

II Triumph Offshore Private Limited (TOPL):Floating Storage and Regasification Unit (FSRU):

The SLPL has entered into a Bareboat Charter (BBC) Agreement with TOPL, to charter the FSRU to SLPL on a long-term lease for a period of 20 years.

TOPL (SEL 51% & IFFCO 49% equity stake), has successfully taken delivery of FSRU "Vasant 1" on 29^th September, 2020.

During the year, TOPL entered into a Heads of Agreement Term Sheet dated 31^st December 2022 with BOTAS Trading IC Headquarters Jersey Ankara Main Branch, based in Turkey ("BOTAS") for chartering of the FSRU on Bareboat basis, for a period of at least 304 days, starting from 02^nd January, 2023.

The arrangement (Term Sheet) with BOTAS for deploying the vessel for interim period, till SLPL port construction is completed, ensures operational readiness when SLPL project is ready for commissioning. Post completion of charter period with BOTAS, the FSRU will be brought to SLPL project site near Jafrabad, Gujarat for commissioning and subsequent Commercial operations.

B REAL ESTATE

The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:

I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):

1. Sai Tech Park, Bangalore - It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lac sq. ft with three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited) at annual rent of Rs. 13.48 Crores.

2. Technova Park, Hyderabad - The commercial property, located at Gachibowli area of Hyderabad. It comprises an area of 2.92 lakh sq. ft and has been leased out to M/s Google Connect Services India Private Limited (Indian subsidiary of Google) at annual rent of Rs. 17.19 Crores.

3. BTM, Bangaluru - It is a land, admeasuring 0.75 acre. The company intends to develop it as a residential property very soon.

4. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) is under construction, under Joint Development Agreement (JDA) with the Chigateri Family (land owners). Construction of all 3 towers is completed and the finishing works are currently ongoing. Total saleable area will be 3.14 lakh sq. ft. and our share will be 1.88 lakh sq. ft., i.e., 59% of total saleable area. A good return is expected once the Project gets

completed in March, 2024. The project is currently at a finishing stage and sales of the units are going well.

II. Pegasus Ventures Private Limited (PVPL):

No major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. All feasible options are being explored in order to develop / monetize these properties.

C Textile

During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of Rs. 1,449.57 Lakh as against profit before tax of Rs. 490.29 Lakh for the previous year.

5) ACQUISITIONS:

A Veritas (India) Limited

During the year, the company has acquired 55.01% equity shares of M/s Veritas (India) Limited (BSE listed company) through share purchase agreement and open offer, by virtue of which it has become subsidiary of the company.

B Reliance Naval and Engineering Ltd ("RNEL")

National Company Law Tribunal (NCLT) Ahmedabad, has passed an order dated 23rd December, 2022, approving the Resolution Plan submitted by the Resolution Applicant, M/s Hazel Mercantile Limited (HML) to acquire RNEL. Swan Energy Limited (SEL) is a strategic partner with HML, through a SPV, namely Hazel Infra Limited (SEL 74% & HML 26% equity stake), to acquire RNEL.

As on the date of this Report, the implementation of the Resolution Plan is underway.

6) DIVIDEND & RESERVES:

The Board of Directors ("Board") is pleased to recommend a dividend @ Re. 0.10 per Equity share (10%) on 26,39,17,000 Equity Shares of Re 1 each for the year ended 31^st March, 2023, subject to the approval of the Shareholders at the ensuing 115^th AGM.

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

The Register of Members and Share Transfer Books of the Company will remain closed from 22^nd September, 2023 to 28^th September, 2023 (both days inclusive) to determine the eligible shareholders to receive the dividend for the year ended March 31, 2023 and accordingly, the record date for dividend will be 21^st September, 2023. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

7) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year, ''Swan Global PTE Limited'', 100% subsidiary, incorporated at Singapore, was wound up and accordingly, ceased to be subsidiary of the company with effect from 15-09-2022.

In accordance with the provisions of section 129(3) of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of each of the subsidiaries/associates/joint venture companies of your Company, in the prescribed Form AOC-1, is given in Annexure - A to this Report.

The said Form also highlights the financial performance of each of the companies included in the CFS pursuant to rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with the provisions of section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at https://swan.co.in/reports.

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

8) SHARE CAPITAL:

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock opti''ons/sweat equity. The paid-up Equity share capital as on 31^st March, 2023 was Rs. 2639.17 lacs.

9) STATUTORY DISCLOSURES:

9.1 Management Discussion and Analysis:

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

9.2 Corporate Governance

As required under Regulation 17(7) read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors, confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure-C.

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

9.3 Business Responsibility & Sustainability Report (BRSR)

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

9.4 Extract of Annual Return:

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

9.5 Familiarisation Programme for Independent Directors

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at www.swan.co.in

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

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

9.7 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.

9.8 Number of Board Meetings:

During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

9.9 Statement on declaration given by independent Directors:

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

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

9.10 Disclosure regarding Company''s Policies under the Companies Act, 2013:

i Remuneration and Nomination Policy

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

ii Corporate Social Responsibility (CSR) Policy:

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

iii Whistle Blower Policy / Vigil Mechanism:

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

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

iv Risk Management Policy

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

v Dividend Distribution Policy (DDP)

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

vi Related Party Transactions (RPTs):

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

All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer to note no. 41 forming part of the Audited Financial Statements which sets out related party disclosures.

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

Transactions entered in the Ordinary Course of Business and at Arm''s Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis.

9.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to the Financial Statements and forms a part of this Annual Report.

10) Auditors:

10.1 Statutory Audit

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

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

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

10.2 Cost Audit

your company is required to maintain cost records. Accordingly, pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ending on 31^st March, 2024, at a remuneration of Rs. 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company.

The remuneration payable is required to be ratified at the ensuing 115^th AGM.

10.3 Secretarial Audit

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2023.

Secretarial Audit Report of the Company and its subsidiaries for the year ended 31^st March, 2023 is annexed to this Report as Annexure - H.

11) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

12) FINANCE:

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

13) Risk Management and Internal Financial Controls:

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

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

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

14) DIRECTORS AND KMP:

During the year, Mr. Satya Tripathi, President-Finance, designated as KMP, joined on 27-12-2022 and resigned on 31-05-2023.

At the ensuing AGM, Mr. Sugavanam Padmanabhan (DIN: 03229120), retires by rotation and being eligible, offers himself for re-appointment.

15) GENERAL DISCLOSURES:

During the financial year under review:

i Performance evaluation of the Board:

pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.

ii Change in the nature of the business:

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

iii Deposits:

the Company has not accepted any deposits from public;

iv Significant and material orders passed:

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

v Prevention of Sexual Harassment of Women at Workplace:

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

No case was reported to the Committee during the year under review.

vi Proceedings under Insolvency and Bankruptcy Code, 2016 ("IBC"):

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

vii Details of one-time settlement:

there were no instances of onetime settlement with any Banks or Financial Institutions;

viii Giving of loan for purchase of shares:

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

ix Fraud Reporting:

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

x Material changes and commitments:

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

16) COMMITTEES OF THE BOARD

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

17) DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31^st March, 2023 and of the profit of the Company for that period;

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

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

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

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

18) INDUSTRIAL RELATIONS:

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

19) APPRECIATION:

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

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

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

Mumbai, 14^th August_2023 (DIN: 01787259)

Mar 31, 2022

1) Your directors are pleased to present the One Hundred and Fourteenth (114^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2022.

2) Financial Results				(Rs. in lakhs)
Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended on	ended on	ended on	ended on
	31.3.2022	31.3.2021	31.3.2022	31.3.2021
Profit before interest & depreciation	2,845.32	2,170.49	7,518.72	7,165.15
Less:Interest	1,764.09	1,376.90	18,914.94	10,803.55
: Depreciation	600.39	553.04	7,026.65	4,166.38
Profit before Tax	480.84	240.55	(18,422.87)	(7,804.78)
Less: Provision for Taxation	163.04	166.79	(2,633.58)	(943.35)
Net Profit for the year	317.80	73.76	(15,789.29)	(6,861.43)
Other Comprehensive Income for the year	11.32	14.11	11.32	14.11
Total Comprehensive Income for the year	329.12	87.87	(15,777.97)	(6,847.32)
Attributable to shareholders of the company	-	-	(8,742.61)	(3,809.39)
Non-Controlling Interest	-	-	(7,035.36)	(3,037.93)
Add: Amount of Profit & Loss Account brought forward	19,597.90	19,754.29	10,944.75	14,998.40
Opening balance of new subsidiaries	-	-	(4.96)	-
Opening Balance of Strike-off subsidiaries	-	-	16.25	-
Amount available for Appropriation	19,927.02	19,842.16	2,213.43	11,189.01
Less: Appropriations: Transfer to General Reserve
Dividend on Equity shares paid *	244.26	244.26	244.26	244.26
Tax on dividend	-	-	-	-
Balance of Profit & Loss Account transferred to Balance sheet	19,682.76	19,597.90	1,969.17	10,944.75

* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2021 and2022 represents the dividend amount paid for thefinancial years 2020 and2021 respectively.

While the outbreak of the COVID-19 pandemic adversely impacted sectorial performance during FY 202021 and partly in FY 2021-22 as well, high vaccination coverage has helped the market to recover and gain pace. The pandemic followed by the ongoing war have both been economic dampeners that have divided the world and contributed to inflationary pressures and rising commodity prices.

In spite of the headwinds, India is well-poised for steady progress and is increasingly making rapid strides with numerous global names considering our nation as a worthy manufacturing contender as opposed to China. India''s recent entry in Indo-Pacific Economic Framework (IPEF) along with 14 member nations has been a pivotal move pegged to boost our bilateral trade relationships and propel the region as an engine for global economic growth.

The Government is expected to announce its new textile policy with an ambitious target of achieving 20 per cent share of the global textile trade and helping the domestic industry attain a size of $650 billion by 2024-25 by focusing on investments, skill development and labour law reforms. The policy blueprint, termed the ''Vision, Strategy and Action Plan'' for the textiles and apparel industry, lays thrust upon diversification of exports through new products and markets along with increasing value addition and promoting innovation and R&D activities.

The textile industry is expected to attract investment of about $120 billion by 2024-25 and create about 35 million additional jobs in the process. Exports are also expected to rise from the current $39 billion to $300 billion by 2024-25. The action plan notes that attracting the required investment entails ready availability of developed land with adequate infrastructure, skilled manpower and easy connectivity to ports, along with creation of new mega textile parks, lowering the cost of production and logistics, and encouraging new entrants through start-ups as well as FDI.

Increased desire to pursue home ownership is resulting in revival of demand. We see marked improvement in the prospects of real estate as volume and pricing is witnessing an uptick across geographies. While commodity price inflation is a short-term risk, we believe the improving dynamics of real estate will offset the headwind from rise in commodity prices.

A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, your Company remains optimistic about the longterm prospects in real estate. Operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. Your Company is poised for a high growth trajectory with a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

On standalone basis, revenue from operations for the financial year 2021-22 was Rs. 40,871.55 lakhs as compared to Rs. 25,259.26 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 2,845.32 lakhs as compared to Rs. 2,170.49 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs. 317.80 lakhs as compared to Rs. 73.76 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2021-22 was Rs. 48,719.96 lakhs as compared to Rs. 32,046.88 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 7,518.72 lakhs as compared to Rs. 7,165.15 lakhs in the previous year. Loss after Tax for the year was Rs. 15,789.29 lakhs as compared to Rs. 6861.43 lakhs in the previous year.

3) Review of OperationsA LNG Port Project:

India''s first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, is being set up by your Company, through its two subsidiaries, namely SWAN LNG PRIVATE LIMITED (SLPL) and TRIUMPH OFFSHORE PRIVATE LIMITED (TOPL). The progress of the project is summarized under:

I - SLPL:

The first phase of 5 MMTPA capacity with Floating Storage and Regasification Unit ("FSRU"), is under implementation. The Project comprises of development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, having capacity of 5 MMTPA of LNG. The Project was awarded under ''Swiss Challenge'' route and is being developed on PPP basis under the Concession Agreement executed with Gujarat Maritime Board ("GMB") and Government of Gujarat ("GoG"). Your company (SEL) is the Lead Promoter of SLPL and holds 63% equity stake in SLPL. As per the Shareholders Agreement (SHA) executed on 17^th October 2017, Government of Gujarat nominated entities hold 26% stake, i.e. 15% by GMB and 11% by Gujarat State Petronet Limited (GSPL) while balance 11% equity is being held by FSRU Venture India One Private Limited (FVIOPL), the Indian subsidiary company of Mitsui OSK Lines (MOL), Japan. Moreover, MOL is also the technical partner of the project.

The Project shall be operated on tolling business model and out of 5 MMTPA capacity, the Company has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on firm basis for a period of 20 years with State-owned Gujarat State Petroleum Corporation Ltd. (GSPC) [1.5 MMTPA] and Central Public Sector Undertakings (PSUs) namely Bharat Petroleum Corporation Ltd.(BPCL), Indian Oil Corporation Ltd. (IOCL) and Oil and Natural Gas Corporation Ltd. (ONGC) [1 MMTPA each].

The execution of firm regasificati''on agreement for reservation of 90% capacity with State Government PSU, including Concession Agreement with GMB & GoG for 30 years (extendable to further 20 years) makes the future of the project very robust. Moreover, all the necessary approvals and EPC Contracts required for project implementation are in place and the construction is progressing well.

All the shareholders i.e. SEL, GMB, GSPL and FVIOPL have contributed their share of equity as per the SHA agreement. Additionally, Swan Energy Limited has infused funds through allotment of Preference Shares as per the requirement of the project.

The Project site of the company was significantly damaged due to extremely severe cyclone "Tauktae" which crossed Jafrabad on 17^th May 2021. Though cyclone "Tauktae" was extremely severe and had an impact on the facilities which were still under construction, it was ascertained post assessment by EPC contractors, that the damage is very much repairable and has been restored.

On Project implementation work, the Company has achieved an overall 67.58% progress on the construction of Port Project upto 31^st March 2022.

Below is the progress on various EPC packages awarded by the Company:

Description	Progress with 2,200m breakwater
Overall Project Progress Status	67.58%
Breakwater, Groyne & Shore Protection Work	49.32%
Jettes & Tug berth	71.19%
Topside & Utilities related to Jetty-1 Work	99.70%
Dredging & R1 Area Reclamation	77.00%
Balance Infra Works	21.55%

The Company has successfully achieved the Financial Closure ("FC") with State Bank of India (SBI) as lead Bank and the Company has already received the term loan disbursement aggregating to Rs. 1810.88 Crores from various banks till 31^st March, 2022.

II - TOPL:Floating Storage and Regasification Unit (FSRU):

On the FSRU front, which is integral part of Swan''s LNG Port Project, it is noteworthy that Triumph Offshore Private Limited (TOPL) wherein Swan Energy Limited and Indian Farmers Fertiliser Cooperative (IFFCO) is holding 51% and 49% stake respectively, has successfully taken delivery of FSRU "Vasant 1" on 29^th September, 2020. Post-delivery of FSRU, it was put on charter hire with charterer for interim utilization of FSRU as LNG Carrier till Jafrabad LNG port is ready. The deployment of FSRU has been beneficial for project, as it led to revenue generation and saving of parking charges which reduced the project cost.

The Company has entered into a Bareboat Charter (BBC) Agreement with TOPL, to charter the FSRU to SLPL on a long-term lease for a period of 20 years.

TOPL also has successfully achieved the Financial Closure ("FC") with State Bank of India (SBI) as lead Bank and the Company has already received the term loan disbursement aggregating to Rs. 1513.79 Crores from various banks till 31^st March, 2022.

B REAL ESTATE

The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:

I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):

i. Sai Tech Park, Bangalore - comprising 2.96 lakhs sq. ft, located at the IT park of Whitefield, Bangalore. Leased out to Harman Connected Services (Samsung Group) at an annual rent of Rs. 13.57 Crores.

ii. Technova Park, Hyderabad - comprising 2.92 lakhs sq. ft, located at Gachibowli area of Hyderabad. Leased out to an Indian subsidiary of Google at an annual rent of Rs. 16.10 Crores.

iii. BTM, Bengaluru - A land, admeasuring 0.75 acre, to be developed as a residential property.

iv. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) is under construction, under Joint Development Agreement (JDA) with the Chigateri Family (land owners). Construction is completed for Tower A (up to 22^nd floor), Tower B (up to 10^th floor) and Tower C (up to 11^th floor). Total saleable area will be 3.22 lakh sq. ft. and our share will be 1.9 lakhs sq. ft., i.e., 60% of total saleable area. Decent return is expected once Project gets completed in June, 2023.

II. Pegasus Ventures Private Limited (PVPL):

There is no major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. The company is trying its best to explore all feasible options for the development / monetization of the same in due course of time.

C Textile

During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of Rs. 490.29 Lakhs as against loss of Rs. 126.13 Lakhs for the previous year.

4) Material Changes and Commitments:

The status of Corporate Guarantees issued and outstanding till date is as under.

i. To Punjab National Bank, for Performance Bank Guarantee of Rs. 72.57 Crore, provided by SLPL to Gujarat Maritime Board (GMB);

ii. To SBI Capital Trustee, for Term loan of Rs. 3,152.00 Crore, sanctioned to SLPL, by a consortium led by SBI;

iii. To SBI Capital Trustee, for Term loan of Rs. 1,802.87 Crore, sanctioned to TOPL, by a consortium led by SBI;

iv. To HDFC Limited, for Term Loan of Rs. 98.00 Crore, sanctioned to CEIPL;

v. To Union Bank of India, for Performance Bank Guarantee of Rs. 75.00 Crore for shipyard business, provided by Hazel Infra Limited to IDBI Bank, acting on behalf of Committee of Creditors of Reliance Naval and Engineering Limited.

5) Dividend & Reserve

Your directors have recommended payment of dividend @ Re. 0.10 per Equity Share (10%) on 26,39,17,000 Equity Shares of Re. 1/- each for the year ended 31st March, 2022, subject to approval of the shareholders at the ensuing 114^th AGM.

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

6) Deposits:

The Company has not accepted any deposits from public during the year under review.

7) Finance:

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

During the year under review, the Company has issued 1,96,60,000 equity shares of Re. 1/- each at Rs. 162/- each on preferential basis. The paid-up Equity share capital as on 31^st March, 2022 was Rs. 2639.17 lakhs. Company has neither issued shares with differential voting rights nor has granted stock opti''ons/sweat equity.

8) Statutory Disclosures:

8.1 Management Discussion and Analysis:

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

8.2 Corporate Governance

As required under Regulation 17(7) of the SEBI (LODR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

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

8.3 Annual Return:

Pursuant to provisions of Section 134 and 92 of the Companies Act, 2013, draft Annual Return is placed on the website of the Company www.swan.co.in

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

Information under Section 134 (3) (m) of the Companies Act, 2013 (''the Act''), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure C.

8.5 Corporate Social Responsibility (CSR) Policy:

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

8.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.

8.7 Number of Board Meetings:

During the year under review, 10 (Ten) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

8.8 Directors Responsibility Statement:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31^st March, 2022 and of the profit of the Company for that period;

records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

8.9 Statement on declaration given by independent Directors:

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

8.10 Disclosure regarding Company''s policies under the Companies Act, 2013:

i Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down criteria for selection/appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

ii Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii Risk Management Policy

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

iv Dividend Distribution Policy (DDP)

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

v Business Responsibility Report (BRR)

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

8.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

8.12 Related Party Transactions:

All transactions entered with Related Parties for the year under review were in the ordinary course of business and do not have any potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.

8.13 Subsidiary Company:

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

8.14 Significant and material orders passed by the Regulators or courts:

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

8.15 Directors and KMP:

During the year under review, the Company has appointed Mr. Rohinton E. Shroff (DIN: 00234712) as an Additional Independent Director of the Company w.e.f 14^th March, 2022.

At the ensuing Annual General Meeting, Mr. Navinbhai Dave (DIN: 01787259), retires by rotation and being eligible, offers himself for re-appointment.

8.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.

8.17 Prevention of Sexual Harassment of Women at Workplace:

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

However, no case was reported to the Committee during the year under review.

8.18 Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

9 Auditors:

9.1 Statutory Audit

M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W), was appointed as statutory auditors of the Company at the 109^th AGM held on September 21, 2017 for a term of five consecutive years and their tenure as Statutory auditors of the Company is ending with conclusion of the 114^th AGM of the Company.

Pursuant to the recommendation of the Audit Committee, the Board recommends to reappoint M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Firm Registration No. 104030W), as statutory auditor of the Company for a second term of five years from the conclusion of this till the conclusion of the 119^th AGM of the Company. Company have received consent and eligibility certificate from M/s N. N. Jambusaria & Co., for their reappointment as a Statutory Auditors of your Company.

9.2 Cost Audit

Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Firm Registration No. 100257) as the Cost Auditor for the financial year ending on 31^st March, 2023, at a remuneration of Rs. 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, Company have received consent and eligibility certificate from M/s V. H. Shah & Co., to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing 114^th AGM.

9.3 Secretarial Audit

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practising Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2022.

Secretarial Audit Report of the Company and its material subsidiaries for the year ended 31^st march, 2022 are annexed to this Report as Annexure - G.

10 Auditors'' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

11 Fraud Reporting:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

12 Risk Management:

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

13 Proceedings Under Insolvency and Bankruptcy Code, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

14 Details of one time settlement:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

15 Industrial Relations:

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

16 Appreciation:

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave

Chairman

Mumbai, 30^th May, 2022 (DIN: 01787259)

Mar 31, 2018

1) The Directors are pleased to present the One Hundred Tenth (110th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2018.

2) Financial Results

	For the year ended on 31.3.2018 (Rs. in Lakhs)	For the year ended on 31.3.2017 (Rs. in Lakhs)
Profit before interest & depreciation	11979.79	2466.47
Less: Interest	2301.58	1549.32
: Depreciation	536.66	541.86
Profit before Tax	9141.55	375.29
Less: Provision for Taxation	1866.94	207.39
Net Profit for the year	7274.61	167.90
Add: Amount of Profit & Loss Account brought forward	12641.40	12606.61
Amount available for Appropriation	19916.01	12774.51
Less: Appropriations:
Transfer to General Reserve	-	-
Dividend on Equity shares paid (including tax)*	220.48	133.11
Balance of Profit & Loss Account transferred to Balance sheet	19695.53	12641.40

* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2017 and 2018 represents the dividend amount paid (including tax) for the financial years 2016 and 2017 respectively.

On standalone basis, revenue from operations for the financial year 2017-18 was Rs.31,636.18 lakhs as compared to Rs.33,080.73 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.11,979.79 lakhs as compared to Rs.2,466.47 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.7,274.61 lakhs as compared to Rs.167.90 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2017-18 was Rs.34,669.17 lakhs as compared to Rs.35,058.62 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.14,525.51 lakhs as compared to Rs.4,616.35 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.5,469.21 lakhs as compared to Rs.60.92 lakhs in the previous year.

3) Review of Operations

LNG Port Project:

Swan Energy Limited through a special purpose vehicle company Swan LNG Private Ltd. (âSLPLâ) is developing Indiaâs first Floating Storage and Regasification Unit (FSRU) based greenfield LNG Port project of 10 MMTPA. The Project comprises of development of LNG Port facilities utilizing a Floating Storage and Regasification Unit (âFSRUâ) along with Floating Storage Unit (âFSUâ) for LNG receipt, storage, regasification and send-out, with an initial regasification capacity of 5 MMTPA of LNG, off the Jafrabad coast in Amreli district in Gujarat (âthe Projectâ)

The project is first of its kind, all weather greenfield port facility for LNG Import with an estimated cost of INR 4,000 Crores. The Project development includes construction of LNG Terminals, Tug Berth Breakwater, Capital Dredging and Onshore Port Infrastructure.

LNG Terminal No. 1 willbe initially operated with a five (5.0) MMTPA along with new-built FSRU and a Floating Storage Unit (âFSUâ). Both FSRU and FSU will be on Long Term Bareboat Charter lease basis and connected by ship-to-ship transfer equipment.

Project development work has been started in year 2012 and during the year, many milestones, as listed below, have been achieved towards development and implementation ofthe LNG Port Project.

i- SLPL has executed Shareholders Agreement (SHA) on 17th October, 2017 with the following promoters for equity participation of SLPL. Post execution, all promoters have contributed initial contribution towards equity share capital.

The shareholding pattern of the SLPL, post execution of the above agreement and receipt of the initial contribution, is as under.

i- Swan Energy Limited (SEL) 63%

ii- GujaratMaritimeBoard(GMB) 15%

iii- Gujarat State Petronet Limited (GSPL) 11%

iv- FSRU Venture India One Private Limited (FVIOPL), 11% an affiliate of Mitsui OSK Lines (MOL), Japan

FVIOPL, an affiliate company of MOL, will also be the Technical Partner for the implementation of the LNG Port Project.

MOL will be supporting the Project by leveraging its technical expertise by finalizing specifications of the FSRU vessel and supervising FSRU construction. MOL will also arrange for FSU required for the Project under a long term FSU Bare Boat Charter basis and will also provide O&M services for both the FSRU and the FSU.

MOL is a leading marine transportation company, headquartered in Tokyo, Japan and owns and operates one of the worldâs largest merchant feet. MOL group owns and operates 847 vessels. The current LNG feet of MOL includes 91 LNG carriers which includes 74 available and 17 are under construction vessels. MOL, in consortium with Shipping Corporation of India (SCI), owns and operates a LNG vessel for Petronet LNG Limited.

ii- SLPL has executed Concession Agreement (CA) with Gujarat Maritime Board (GMB) and Government of Gujarat (GoG) for developing FSRU based LNG Port Project on 18th October 2017. With execution of this agreement, SLPL gets exclusive right and authority to develop, finance, design, construct, operate, maintain and provide Port services to the users. The term of the CA is for thirty (30) years from the date of Commencement of Operations, further extendable for a period of twenty (20)years on mutually agreed terms and conditions.

iii- SLPL, as a Charterer, has executed Bare Boat Charter agreement (BBC)with Triumph Offshore Private Limited (TOPL), to charter Floating Storage and Regasifcation Unit (FSRU) to your company on a long term lease for a period of 20 years.

TOPL, 100% subsidiary of SEL, was incorporated as a special purpose vehicle (SPV) to purchase FSRU for the LNG Port Project. TOPL has executed a Ship Building Contract for the construction of one (1) FSRU of 1,80,000 Cubic Meter (CBM) storage capacity with M/s Hyundai heavy Industries Company Limited, South Korea (HHICL).

iv- SLPL has executed Contract Agreement worth Rs.459 Crore for Engineering, Procurement, Construction and Commissioning (EPCC) of the LNG Terminal Topside Infrastructure for its 5 million metric tonnes per annum (5MMTPA) FSRU based LNG Port Project with M/s Black & Veatch Private Limited (BVPl).

BVPL is a subsidiary of USA company âBlack & Veatchâ (BV), a global leader in engineering, procurement and construction (EPC) services for energy, water and telecommunications since 1915, having presence across the globe with over 100 offices worldwide, with decades of proven performance on more than 3000 assignments in 40 countries.

v- SLPL, along with TOPL, has executed following agreements with its Project Technical Partner, Mitsui OSK Lines, Tokyo, Japan (MOL) and its 100% subsidiary M/s Regas Venture India One Private Limited (RVIOPL) for Indiaâs first LNG dedicated FSRU Port Project at Jafrabad, Gujarat. MOL is a well established& experienced shipping company, specialized in the Operation of LNG carriers (LNG), Floating Storage Units (FSU) and Floating Storage & Re-gasification Units (FSRU)).

a) Pre order Technical Support Agreement for FSRU, between TOPL and MOL.

b) Supervision Agreement for FSRU Construction, between SLPL, TOPL and MOL.

c) FSRU Operations & Maintenance (O&M) Agreement between SLPL and RVIOPL.

d) FSU Bareboat Charter Agreement, by and between SLPL and MOL.

e) FSU Operations & Maintenance (O&M) Agreement between SLPL and RVIOPL.

vi- In December, 2016, SLPL had executed an EPC contract for Marine and Dredging works worth Rs.2115 crore with National Marine & Infrastructure India Private Limited (NMIIPL) for carrying out the construction of LNG terminal at Jafrabad, Gujarat, to be completed within 3 years. NMIIPL had started the construction works.

However, during the month of February 2018, NMIIPL terminated the Contract after completing 85% of the Dredging, leaving the Jetty and Breakwater Works. Thereafter, in the month of April, 2018, SLPL has awarded Letter of Award (LOA) to M/s AFCONS Infrastructure Limited (AFL) for all Jetty related EPC works at a contract price of Rs.315 Crores. AFL has already commenced the work at site. SLPL is in the process of awarding balance works of Breakwater and left over Dredging.

At this point of time, cost and time over runs are not expected and the Project is likely to be completed during the 1st Quarter of 2020 and ready for commercial operation from April 2020.

vii- Currently, SEL is in the process of financial closure for the LNG Port Project of SLPL and ship financing of TOPL and have approached lenders for getting the necessary funding for the above. The response received from the lenders has been positive.

REAL ESTATE

Kurla Project:

Occupation Certificate (OC) for the 4thTower at Kurla project (commercial complex) has been received and the Tower has been handed over to the buyer, i.e., Equinox.

Sale of Land:

During the year, the Company has sold its land at Goa, admeasuring about 100 acres, for a consideration of Rs.115 Crores and handed over to the buyer in the month of April 2018.

Subsidiary Companies:

A- The status of the properties owned by one of the 100% subsidiary company, Cardinal Energy & Infrastructure Pvt Ltd (CEIPL) is as under:

i- Sai Tech Park, Bangalore - It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lakhs sq.ft & three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited), an MNC. The annual rent of Rs.15.47 Crores is used for payment of LRD loan from PNB Housing.

ii- Technoya Park, Hyderabad - During the year, the development of this commercial property, located at Gachibowli area of Hyderabad, was completed. Thereafter, 50% of the property was sold to another builder and the remaining 50% property, comprising 2.92 lakhs sq.ft, was leased out to Mahataa Information India Private Limited (Indian subsidiary of Google). The annual rent of Rs.14.00 Crores is used for payment of LRD loan from HDFC.

iii- BTM, Banglore - It is a land, admeasuring 0.75 acre. The company intends to develop it as a residential property.

iv- Apart from the above, another residential project, consisting of 2 basement GF 20 Floors containing 113 fats in Yeshwantpur area of Bengaluru, is being developed by CEIPL under Joint Development Agreement (JDA). Commencement Certificate (CC) for the construction has been received and the Plinth Area work (2 basements Ground Floor) is complete. The top line sale in the Project will be around Rs. 300 Crores. The Project is likely to be completed by 2020.

B- Another 100% subsidiary company, Pegasus Ventures Private Limited (PVPL) has land banks at Bangalore, Mangalore, Mysore and Chennai. The Company is exploring various options to develop these properties.

TEXTILE

During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs.1037.72 lakhs (Previous year Rs.1107.87 lakhs).

4) Material changes and commitments:

The company has issued a Corporate Guarantee (CG) amounting to US Dollars Two hundred and twenty four million and four hundred thousand only (US$ 224,400,000) in favour of M/s Hyundai heavy

Industries Company Limited, South Korea (HHICL) on behalf of its subsidiary TOPL, which shall expire on delivery of the FSRU Vessel to the TOPL.

5) Dividend & Reserve

Your company needs to conserve its resources for its various upcoming projects, including FSRU Project. Yet, as a investor friendly measure, your Directors have recommended payment of dividend @ â0.10 per Equity Share (10%) on 24,42,57,000 Equity Shares of Rs.1/- each for the year ended 31st March, 2018, subject to approval of the members. The amount of dividend and the tax thereon will be Rs.2,44,25,700/- and Rs.49,73,073/- (tax rate being @ 20.36%) respectively.

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

6) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

7) Finance

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

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2018 was Rs.2442.57 lakhs.

8) Statutory Disclosures :

8.1 Management Discussion and Analysis:

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

8.2 Corporate Governance

As required under Regulation 17(7) of the SEBI (LODR) Regulations, 2015, a report on the âCorporate Governanceâ, together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

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

8.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

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

Information under Section 134 (3) (m) of the Companies Act, 2013 (âthe Actâ), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

8.5 Corporate Social Responsibility (CSR) Policy:

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

8.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.

8.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

8.8 Directors Responsibility Statement:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and

fair view of the state of affairs of the company as on 31st March, 2018 and of the profit of the Company for that period;

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

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

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

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

8.9 Statement on declaration given by independent Directors:

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

8.10 Disclosure regarding Companyâs policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

ii- Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

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

8.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

8.12 Related Party Transactions:

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. There are no materially significant related party transactions during the year, which may have potential conflict with the interest ofthe company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.

8.13 Subsidiary Company:

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

8.14 Significant and material orders passed by the Regulators or courts:

8.15 Directors:

At the ensuing Annual General Meeting, Mr. Navinbhai Dave, retires by rotation and being eligible, offers himself for re-appointment.

8.16 Performance evaluation of the Board:

8.17 Prevention of Sexual Harassment of Women at workplace:

The Company has a constituted Committee in compliance of the provisions of âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

However, no case was reported to the Committee during the year under review.

8.18 Internal Financial Controls:

9) Auditors:

9.1 Statutory Audit

M/s. N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W) were appointed as Statutory auditors of the Company at the 109th AGM held on September 21, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified at every Annual General Meeting. However, in view of amendment in the Companies Act, 2013, the appointment of statutory auditors is no longer required to be ratified at every AGM and hence, no resolution is proposed in the Notice convening AGM.

9.2 Cost Audit

Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ended 31st March, 2019, at a remuneration of Rs.75,000/- (Rupees Seventy Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing AGM.

9.3 Secretarial Audit

The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018 and their report is annexed to this Report - Annexure - F.

10) Auditorsâ Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

11) Industrial relations:

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

12) Appreciation:

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, 30th May, 2018 Chairman

Mar 31, 2017

1) The Directors are pleased to present the One Hundred Ninth (109th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2017.

2) Financial Results

Particulars	For the year ended on 31.3.2017 (Rs. in Lakhs)	For the year ended on 31.3.2016 (Rs. in Lakhs)
Profit before interest & depreciation	2461.93	1914.38
Less: Interest	1544.78	1318.13
: Depreciation	541.86	504.94
Profit before tax	375.29	91.31
Less: Provision for taxation	207.39	32.62
Net profit for the year	167.90	58.69
Add: Amount of Profit & Loss Account brought forward	12473.13	12547.55
Amount available for Appropriation	12641.03	12606.24
Less: Appropriations:
transfer to General Reserve	-	-
Provision for Proposed Dividend (including tax)	220.48	133.11
Balance of Profit & Loss Account transferred to Balance sheet	12420.55	12473.13

3) Review of Operations FSRU

During the year, Long Term Terminal user Agreements were signed with Indian Oil Corporation (IOC), Bharat Petroleum (BPCL), ONGC and GSPC for 4.5 MMTPA out of the first phase capacity of 5 MMTPA. Engineering Procurement and Construction (EPC) Contracts for the Port terminal was finalized and issued during August 2016. After obtaining permission from Gujarat Maritime Board in Dec. 2016, the Site construction activities have started. the EPC contractor has completed a major portion of the Dredging work and onsite works are on full swing. Letter of Intent has been issued to the EPC Contractor for the topside during May 2017.

Seeing the Progress of the Project, we are glad to inform that Gujarat Government has agreed to increase their equity in the Project to 26% from 11%. the incremental 15% equity is being taken by Gujarat Maritime Board.

Ongoing discussions with the Foreign Partner in the Project has culminated in signing of term Sheets in April 2017 with them for equity as well as technical Collaboration. Full technical details of the FSRu has also been finalized and discussions with the Shipyard for signing the Ship Building Contract is on after issue of Letter of Intent.

REAL ESTATE

The Kurla project (Commercial Complex) involved construction of 4 towers of which, 3 towers have been handed over to the buyer, i.e. equinox. For the 4th tower, with an area of around 4,47,370 sq. ft., the company is in the process of handing over the same on receipt of Occupation Certificate (OC).

One of the 100% subsidiary company, Cardinal energy & Infrastructure Pvt Ltd (CEIPL) have two completed commercial properties, one at whitefield, Bangalore and second at Gachibowli, Hyderabad. Both the properties have been leased out to multinational companies.

CEIPL has entered into a Joint Development Agreement (JDA) to develop a land for a High End Residential Apartment Complex at Bangalore, housing 126 Luxury 3 BHK & 4BHK Apartments. The total constructed area in the project will be around 500,000 sqft with a potential top line sale of Rs.300 cr. Excavation work has already started and the project is due to be completed in the last quarter of 2020.

TEXTILE

During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs.1107.87 lakhs (Previous year Rs.1045.64 lakhs).

On standalone basis, revenue from operations for the financial year 2016-17 was Rs.33,076.19 lakhs as compared to Rs.31,725.84 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.2461.93 lakhs as compared to Rs.1914.38 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.167.90 lakhs as compared to Rs.58.69 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2016-17 was Rs.34,863.86 lakhs as compared to Rs.33,174.41 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.4421.60 lakhs as compared to Rs.3526.13 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.44.96 lakhs as compared to Rs.(18.52) lakhs in the previous year.

4) Material changes and commitments:

During the month of April, 2017, the company has issued 2,30,77,000 equity shares of face value of Rs.1/- each to M/s 2i Capital PCC, a foreign company, at a price of Rs.195/- each on a preferential basis. Post issue, equity share capital of the company is 24,42,57,000 equity shares of face value of Rs.1/-, totaling to Rs.2442.57 lakhs.

5) Dividend & Reserve

Your company needs to conserve its resources for its various upcoming projects, including FSRU Project. Yet, as a investor friendly measure, your Directors have recommended payment of dividend @ Rs.0.075 per Equity Share (7.5%) on 24,42,57,000 Equity Shares of Rs.1/- each for the year ended 31st March, 2017, subject to approval of the members. The amount of dividend and the tax thereon will be Rs.1,83,19,275/- and Rs.37,29,373/- (tax rate being @ 20.36%) respectively.

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

6) Fixed deposits

The Company has not accepted any fixed deposits from public during the year under review.

7) Finance

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

8) Statutory disclosures :

8.1 Management Discussion and Analysis:

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

8.2 Corporate Governance

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

8.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

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

Information under Section 134 (3) (m) of the Companies Act, 2013 (âthe Actâ), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

8.5 Corporate Social Responsibility (CSR) Policy:

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

8.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to a shareholder on request.

8.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

8.8 Directors Responsibility Statement:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2017 and of the profit of the Company for that period;

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

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

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

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

8.9 Statement on declaration given by independent Directors:

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

8.10 Disclosure regarding Companyâs policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

ii- Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

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

8.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

8.12 Related Party transactions:

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. there are no materially significant related party transactions during the year, which may have potential conflict with the interest of the company at large. the details of the transactions with the related parties are disclosed in the Accounts.

8.13 Subsidiary Company:

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

8.14 Significant and material orders passed by the Regulators or courts:

There were no significant and material orders passed by the Regulators or Courts or tribunals during the year under review which would impact the going concern status of the Company and its future operations.

8.15 Directors:

At the ensuing Annual General Meeting, Mr. Paresh V Merchant, retires by rotation and being eligible, offers himself for re-appointment.

Mr. Vilas A. Gangan resigned as whole time director of the Company with effect from 1st August, 2016. the Board has placed on record its sincere appreciation and gratitude for his valuable services in various capacities to the company and group as a whole during his long tenure since 1993.

The Board, with deep regret, noted the sad demise of Late Nagardas H. Panchal, an independent director, on 5th July, 2016 and placed on record its deepest condolence. the Board also placed on record its sincere appreciation and gratitude for his contribution to the company since 2004.

8.16 Performance evaluation of the Board:

8.17 Prevention of Sexual Harassment of Women at workplace:

The Company has a constituted Committee in compliance of the provisions of âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â. However, no case was reported to the Committee during the year under review.

9) Auditors:

9.1 Statutory Audit

M/s. V R. Renuka & Co., Chartered Accountants (ICAI Registration No. 108826W), the retiring Auditors have completed the maximum tenure as Statutory Auditors of the Company and hence, are not eligible for re-appointment pursuant to Section 139(2) of the Act.

Pursuant to the recommendation of the Audit Committee, the Board recommends to appoint M/s N. N. Jambusaria & Co., Chartered Accountants (ICAI Registration No. 104030W), who have given consent and eligibility certificate to act as a Statutory Auditors of your Company for one term of five consecutive years from the conclusion of the ensuing AGM, subject to annual ratification by members at every AGM.

9.2 Cost Audit

Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V H. Shah, Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ended 31st March, 2018, at a remuneration of Rs.55000/- (Rupees Fifty Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing AGM.

9.3 Secretarial Audit

The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017 and their report is annexed to this Report - Annexure - F.

10) Auditorsâ Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

11) Industrial relations:

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

12) Appreciation:

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, 30th May, 2017 Chairman

Mar 31, 2016

1) The Directors are pleased to present the one Hundred Eight (108th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2016.

2) Financial Results

Particulars For the year For the year ended on ended on 31.3.2016 31.3.2015 (Rs. in lacs) (Rs. in lacs)

Profit before interest & depreciation 1914.38 3163.14

Less: Interest 1318.13 1916.46

: Depreciation 504.94 543.96

Profit before Tax 91.31 702.72

Less: Provision for Taxation 32.62 223.70

Net Profit for the year 58.69 479.02

Add: Amount of Profit & Loss Account brought forward 12547.55 12467.85

Amount available for Appropriation 12606.24 12946.87

Less: Appropriations:

Transfer to General Reserve - -

Provision for Proposed Dividend (including tax) 133.11 399.32

Balance of Profit & Loss Account transferred to Balance sheet 12473.13 12547.55

3) Review of Operations

The possession of ''Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' is expected to be handed over to the buyer in the financial year 2016-17.

The subsidiary companies of the Company have procured all regulatory clearances for the two properties in the south and its development is likely to start soon.

During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs. 1045.64 lacs (Previous year Rs. 882.97 lacs).

Subsequent to receipt of major permissions, including environmental clearance, for the FSRU project at Jafrabad, Gujarat, Terminal user agreements have been signed with the users of the Terminal initially for 4.5 MMTPA. The Project is expected to be commissioned during the year 2019-20.

on standalone basis, revenue from operations for the financial year 2015-16 was Rs. 31,725.84 lacs as compared to Rs. 30,021.10 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 1914.38 lacs as compared to Rs. 3163.14 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 58.69 lacs as compared to Rs. 479.03 lacs in the previous year.

on consolidation basis, revenue from operations for the financial year 2015-16 was Rs. 33,174.41 lacs as compared to Rs. 31,440.46 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3526.13 lacs as compared to Rs. 4509.32 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. (18.52) lacs as compared to Rs. 301.63 lacs in the previous year.

4) Dividend and Reserve

Inspite of lower profitability, Directors have recommended payment of dividend @ Rs. 0.05 per Equity Share (5%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2016, subject to approval of the members. The amount of dividend and the tax thereon will be Rs. 1,10,59,000/- and Rs. 22,51,612/- (tax rate being @ 20.36%) respectively

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

5) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

6) Finance

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

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2016 was Rs. 2211.80 lacs.

7) Statutory Disclosures

7.1 Management Discussion and Analysis:

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

7.2 Corporate Governance

As required under Regulation 17(7) of the SEBI (LoDR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

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

7.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

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

Information under Section 134 (3) (m) of the Companies Act, 2013 (''the Act''), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

7.5 Corporate Social Responsibility (CSR) Policy:

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

7.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the information required under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and employees of the Company is available for inspection at the registered office of the Company and will be made available to a shareholder on request.

7.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 9 (Nine) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

7.8 Directors Responsibility Statement:

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

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

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2016 and of the profit of the Company for that period;

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

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

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

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

7.9 Statement on declaration given by independent Directors:

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

7.10 Disclosure regarding Company''s policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down criteria for selection/ appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

ii- Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

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

7.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

7.12 Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions during the year, which may have potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the Accounts.

7.13 Subsidiary Company:

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

7.14 Significant and material orders passed by the Regulators or courts:

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

7.15 Directors:

At the ensuing Annual General Meeting, Mr. Nikhil v. Merchant, retires by rotation and being eligible, offers himself for re-appointment.

7.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LoDR) Regulations 2015, the Board has carried out an annual performance evaluation of its own, the Directors individually and all the Committees of the Board.

7.17 Prevention of Sexual Harassment of Women at workplace:

The Company has a constituted committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013''. No case was reported to the Committee during the year under review.

8) Auditors:

8.1 Statutory Audit

M/s. v. R. Renuka & Co., Chartered Accountants, Mumbai (Registration No. 108826W) were appointed as Statutory auditors of the Company at the 106th AGM held on September 29, 2014 for a term of three consecutive years. However, such appointment is subject to annual ratification at each AGM and accordingly, resolution for approval of members is placed in the Notice.

8.2 Cost Audit

The Board has appointed M/s v. H. Shah, Cost Accountants (Registration No. 100257) as the Cost Auditor for the year ended 31st March, 2017, pursuant to Section 148 of the Act, read with applicable Rules, at a remuneration of Rs. Rs. 55000/- (Rupees Fifty Five thousand only) plus applicable taxes, which is required to be ratified by the shareholders at the ensuing AGM.

8.3 Secretarial Audit

The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company and their report is annexed to this Report - Annexure - F.

9) Auditors'' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

10) Industrial relations:

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

11) Appreciation:

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, 30th May, 2016 Chairman

Mar 31, 2015

Dear Members,

1) The Directors are pleased to present the One Hundred Seventh (107th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2015.

2) Financial Results

Particulars For the year For the year ended on ended on 31.3.2015 31.3.2014 (rs in lacs) (Rs in lacs)

Profit before interest & depreciation 3163.14 4185.05

Less: Interest 1916.46 2803.33

: Depreciation 543.96 431.58

Profit before Tax 702.72 950.14

Less: Provision for taxation 223.70 295.18

Net Profit for the year 479.02 654.96

Add: Amount of Profit & Loss Account 12467.85 12573.05 brought forward

Amount available for Appropriation 12946.87 13228.01

Less: Appropriations:

transfer to General Reserve - 372.00

Provision for Proposed Dividend 399.32 388.16 (including tax)

Balance of Profit & Loss Account 12547.55 12467.85 transferred to Balance sheet

3) Review of Operations

Inspite of the best efforts, the possession of Tower D' at the Kurla commercial project 'Peninsula techno- park' could not be handed over to the buyer this year due to certain legal hurdles, which now stands cleared. Your Directors are hopeful that the possession shall be handed over to the buyer in the financial year 2015-16.

the Company is planning to start construction on few of the properties in the South through its two subsidiary companies. once commissioned, the projects are expected to fetch decent returns. the process of getting numerous regulatory clearances are on way for these and other properties and the company intends to expedite start of construction activities, once all requisite clearances are in place.

the Process House of the Company at Ahmedabad has posted profit before tax of Rs. 882.97 lacs during the current financial year.

Subsequent to receipt of major permissions, including environmental clearance, from the relevant authorities for the FSRu project at Jafrabad, Gujarat, term Sheets have been signed with the users of the terminal. the Project is expected to be commissioned during the year 2018-19.

on standalone basis, revenue from operations for the financial year 2014-15 was Rs. 30,021.10 lacs as compared to Rs. 31,867.82 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3163.14 lacs as compared to Rs. 4185.05 lacs in the previous year. Profit after tax (Pat) for the year was Rs. 479.02 lacs as compared to Rs. 654.96 lacs in the previous year.

on consolidation basis, revenue from operations for the financial year 2014-15 was Rs. 31,440.46 lacs as compared to Rs. 33,287.18 lacs in the previous year, earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 4509.31 lacs as compared to Rs. 5236.41 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 301.63 lacs as compared to Rs. (42.60) lacs in the previous year

4) Dividend and Reserve

As a continuing investor friendly measure, your Directors are pleased to recommend payment of a dividend @ Rs. 0.15 per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2015, subject to approval of the members,. The amount of dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs. 67,55,169/- (tax rate being @ 20.36%) respectively.

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

5) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

6) Finance

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

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2015 was Rs. 2211.80 lacs.

7) Statutory Disclosures:

7.1 Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreement, the Management Discussion and Analysis is annexed to this Report - Annexure - A.

7.2 Corporate Governance

As required under Clause 49 of the Listing Agreement, a report on the 'Corporate Governance', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

7.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

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

Information under Section 134 (3) (m) of the Companies Act, 2013 ('the Act'), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

7.5 Corporate Social Responsibility (CSR) Policy:

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

7.6 Particulars of Employees:

The information required under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 in respect of Directors and employees of the Company is furnished in Annexure - F, which is not being sent along with this Report in line with Section 136 (1) of the Act. This Annexure will be made available to a shareholder on request.

7.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 10 (ten) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

7.8 Directors Responsibility Statement:

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

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

(b) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2015 and of the profit of the Company for that period;

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

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

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

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

7.9 Statement on declaration given by independent Directors:

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

7.10 Disclosure regarding Company's policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. this policy also lays down criteria for selection and appointment of Board Members, KMPs and Senior Management of the Company.

ii- Whistle Blower Policy

the Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

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

7.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

7.12 Related Party transactions:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. there are no materially significant related party transactions made by the Company with its promoters, directors or their relatives during the year, which may have potential conflict with the interest of the company at large. the details of the transactions with the related parties are disclosed in the notes to Financial Statements.

7.13 Subsidiary Company:

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

7.14 Significant and material orders passed by the Regulators or courts:

there were no significant and material orders passed by the Regulators or Courts or tribunals during the year under review which would impact the going concern status of the Company and its future operations.

7.15 Directors:

At the ensuing Annual General Meeting, Mr. Padmanabhan Sugavanam, retires by rotation and being eligible, offers himself for re-appointment. He, being eligible, is proposed to be re-appointed as a Whole time Director of the Company for a period of five years with effect from 24th September, 2015.

Mrs. Surekha Oak was appointed as an Additional Independent Director on 13th March, 2015. She, being eligible, is proposed to be appointed as an Independent Director for a period of five years with effect from 13th March, 2015.

Resolutions for the approval of the Members for the aforesaid appointments are placed in the Notice calling the ensuing AGM. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

7.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.

7.17 Prevention of Sexual Harassment of Women at workplace:

In compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has formed a Committee during the year. However, no case was reported to the Committee during the year under review.

8) Auditors:

8.1 Statutory Audit

M/s. V R. Renuka & Co., Chartered Accountants, Mumbai (Registration No. 108826W) were appointed as Statutory auditors of the Company at the 106th AGM held on September 29, 2014 for a term of three consecutive years. However, such appointment is subject to annual ratification at each AGM and accordingly, resolution for approval of members is placed in the Notice.

8.2 Cost Audit

During the Financial year 2014-15, Cost Audit was not applicable to the Company.

8.3 Secretarial Audit

The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company and their report is annexed to this Report - Annexure - G.

9 Auditors' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

10 Industrial relations:

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

11 Appreciation:

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave Mumbai, 14th August, 2015 Chairman

Mar 31, 2014

Dear Members,

The Directors have the pleasure to present herewith their 106th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2014 on 31.3.2013 (Rs. in lacs) (Rs. in lacs)

Profit before interest & depreciation 4185.05 5301.91

Less: Interest 2803.33 1758.38 : Depreciation 431.58 427.48

Profit before Tax 950.14 3116.05

Less: Provision for Taxation 295.18 1062.74

Net Profit for the year 654.96 2053.31

Add: Amount of Profit & Loss Account brought forward 12573.05 11071.79

Amount available for Appropriation 13228.01 13125.10

Less: Appropriations:

Transfer to General Reserve 372.00 -

Provision for Proposed Dividend (including tax) 388.16 552.05

Balance of Profit & Loss Account transferred to Balance sheet 12467.85 12573.05

Review of Operations

The possession of ''Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' could not be handed over to the buyer in the financial year 2013-14 due to certain unavoidable reasons. However, it is contemplated that the same shall be handed over to the buyer in the financial year 2014-15.

The Process House of the Company at Ahmedabad has posted profit before tax of Rs. 745.09 lacs during the current financial year.

During the year, the Company has attained profitability with EBIDT of Rs. 4185.05 lacs for the current year as compared to Rs. 5301.91 lacs in the previous year. Net profit for the current year is Rs. 654.96 lacs as compared to Rs. 2053.31 lacs in the previous year.

The Company has received major permissions, including environmental clearance, from the relevant authorities for its FSRU project at Jafrabad, Gujarat.

The Company, through its two subsidiary companies, had acquired properties in the South. During the year, it has made significant progress in the direction of starting development of the properties acquired. The Company intends to start construction on few of the projects during the year.

Dividend

Inspite of lower profitability as compared to previous year, as an investor friendly measure, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.15 per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2014. The amount of dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs. 56,38,431.15 (tax rate being @ 16.995%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

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

Directors

At the ensuing Annual General Meeting, Mr. Nikhil V. Merchant and Mr. Paresh V. Merchant, retire by rotation and being eligible, have offered themselves for re-appointment.

As per the provision of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Rajkumar Sukhdevsinhji, Mr. Pitamber Teckchandani, Mr. Shobhan Diwanji, Mr. Rajat Kumar Dasgupta and Mr. Nagardas Panchal are proposed to be appointed as Independent Directors of the Company for a period of five years commencing from 29th September, 2014.

Pursuant to Section 149(1) of the Act, every listed company is required to appoint at least one woman director on the Board of the company. Accordingly, Mrs. Dharmistha Tanna is proposed to be appointed as an Independent Director of the Company for a period of five years commencing from 29th September, 2014.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Auditors, M/s. V. R. Renuka & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the Section 139 of the Companies Act, 2013, it is proposed to appoint M/s. V. R. Renuka & Co. as statutory auditors of the company for a term of 3 years from the conclusion of the ensuing AGM till the conclusion of the 109th AGM to be held in the year 2017, subject to annual ratification by members at AGM. Consent and certificate from the auditors has been received as required under section 139 of the Act.

Auditors'' Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the ''Management Discussions and Analysis'' and the ''Corporate Governance'', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary Company

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies, is attached to the Accounts. In terms of General Exemption, under Section 212 (8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011, and in compliance with conditions enlisted therein, the Audited Statement of Accounts, Auditors Report thereon and the Reports of the

Board of Directors of the Company''s subsidiaries for the financial year ended 31st March, 2014 have not been annexed. The Annual Accounts and related documents of the Subsidiary companies shall be kept open for inspection at the Registered office of the Company.

Further, pursuant to Accounting Standard [AS-21] issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Industrial relations

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

Appreciation

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

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

For and on behalf of the Board of Directors For Swan Energy Limited

Navinbhai C. Dave Mumbai, August 14, 2014 Chairman

Mar 31, 2013

The Directors have the pleasure to present herewith their 105th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013. The operating results are as under:

Financial Results For the year ended For the year ended on March 31, 2013 on March 31, 2012 (Rs. in lacs) (Rs. in iacs)

Profit before interest & depreciation 5301.91 5100.72

Less: Interest 1758.38 903.66

Depreciation 427.48 419.44

Profit before Tax 3116.05 3777.62

Less: Provision for Taxation 1062.74 1127.57

Net Profit for the year 2053.31 2650.05

Add: Amount of Profit & Loss Account brought forward 11071.79 8752.97

Amount available for Appropriation 13125.10 11403.02

Less: Appropriations:

Provision for Proposed Dividend (including tax) 552.05 331.23

Balance of Profit & Loss Account transferred to Balance sheet 12573.05 11071.79

Review of Operations

The construction of Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' has been completed. The tower shall be handed over to the Buyer shortly and it shall be booked as a Sale in the financial year 2013-14.

In spite of recession and sluggishness in the Textile sector, your Company could turn around the Process House of the Company at Ahmedabad, which has posted profit of ^ 262.85 lacs during the current financial year.

During the year, the Company has also booked sale of few flats at ''Ashok Garden'', Sewri, which has enabled Company to attain profitability with EBIDT of Rs. 5301.91 lacs for the current year as compared to Rs. 5100.72 lacs in the previous year. Net profit after tax for the current year is Rs. 2053.31 lacs as compared to ^ 2650.05 lacs in the previous year.

The Company is at advanced stage in its Floating Storage & Regasification Unit (FSRU) project at Jafrabad, Gujarat. The Company has received major permissions from the relevant authorities. Negotiations are in progress with a reputed multi-national company for a joint venture. The project is likely to be operational by November 2016.

During the year, the Company, through its subsidiary company ''Cardinal Energy and Infrastructure Private Limited'', has acquired a commercial property in Bengaluru which is leased out to an MNC IT Company. The subsidiary has also acquired a semi-finished commercial property at Hyderabad and land at Bengaluru.

Beside above, the Company, through its another Subsidiary Company ''Pegasus Ventures Private Limited'', has also acquired Properties in the South. The Company intends to start construction on these during the year.

Dividend

As an investor friendly measure, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.50 per Equity Share (25%) on 9,50,00,000 Equity Shares of Rs. 21- each for the year ended 31st March, 2013. The amount of dividend and the tax thereon will be Rs. 4,75,00,000/- and Rs. 77,05,687.50 (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

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

Directors

At the ensuing Annual General Meeting, Mr. Rajkumar Sukhdevsinhji and Mr. Navinbhai C. Dave, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offers themselves for re-appointment.

Auditors'' Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Cost Auditors

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011, your Company is maintaining all the prescribed cost records. Further, the company has appointed Mr. V. H. Shah, Cost Auditor, as Cost Accountant of the Company under these Rules. The prescribed Compliance Report for the financial year ended 31st March, 2013 duly certified by Mr. V. H. Shah, Cost Accountant of the company, along with the prescribed annexure thereon, will be filed with the Central Government within the prescribed time.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the ''Management Discussions and Analysis'' and the ''Corporate Governance'', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March 2013 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary Company

During the year, the Company has invested X 10,01,00,000/-, (1,00,10,000 Equity shares ofRs. 10/- each) in its subsidiary company ''Pegasus Ventures Private Limited'', thereby making it its 100% Subsidiary Company.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies, is attached to the Accounts. In terms of General Exemption, under Section 212 (8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011, and in compliance with conditions enlisted therein, the Audited Statement of Accounts, Auditors Report thereon and the Reports of the Board of Directors of the Company''s subsidiaries for the financial year ended 31st March, 2013 have not been annexed. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered office of the Company.

Further, pursuant to Accounting Standard [AS-21] issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Industrial Relations

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

Appreciation

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

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

For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, August 14, 2013 Chairman

Mar 31, 2012

The Directors have the pleasure to present herewith their 104th Annual Report with Audited Statement of Accounts for the year ended on March 31,2012. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2012 on 31.3.2011 Rs.in lacs Rs.in lacs

Profit before interest & depreciation 5,100.72 8,132.74

Less: Interest 903.66 1,176.97

depreciation 419.44 156.31

Profit before Tax 3,777.62 6,799.46

Less: Provision for Taxation 1,127.57 2,417.72

Net Profit for the year 2,650.05 4,381.74

Add: Amount of Profit & Loss Account brought forward 8,752.97 4,592.05

Amount available for Appropriation 11,403.02 8,973.79

Less: Appropriations:

Provision for Proposed Dividend (including tax) 331.23 220.82

Balance of Profit & Loss Account transferred to 11,071.79 8,752.97 Balance Sheet

Review of Operations

The construction of Tower D' at the Kurla commercial project 'Peninsula Techno-park' is near completion and shall be completed during the financial year 2012-13.

The Process House of the Company at Ahmedabad was operational during the year. However, due to recession and sluggishness in the entire industrial sector, more particularly in the Textile sector, the Process House could not achieve its break even and had to suffer losses. However, the Company is putting its best efforts to ensure profitability from the same during the financial year 2012-13.

During the year, the Company has booked sale of few flats at 'Ashok Garden', Sewri, which has enabled the Company to attain profitability with EBIDT of ^ 5,100.72 lacs for current year as compared to Rs. 8,132.74 lacs in the previous year. Net profit for the current year is Rs. 2,650.05 lacs as compared toRs. 4,381.74 lacs in the previous year.

During the year, the Company, through its subsidiary company 'Cardinal Energy and Infrastructure Private Limited' has acquired two semi-finished commercial properties at Bengaluru and Hyderabad. For Bengaluru property, lease agreement has already been executed with a leading MNC IT company. Talks are on to finalise lease agreement for Hyderabad property. The balance construction work and fitouts at both the properties are under progress.

Dividend

Inspite of lower profitability as compared to previous year, as an investor friendly measure, your Directors are pleased to recommend for approval of the Members, payment of a dividend at the rate ofRs. 0.30 per Equity Share (15%) on 9,50,00,000 Equity Shares ofRs. 21- each for the year ended March 31, 2012. The amount of dividend and the tax thereon will be Rs. 2,85,00,000/- and Rs. 46,23,412.50 (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

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

Directors

At the ensuing Annual General Meeting, Shri Nagardas H. Panchal and Shri Rajat kumar Dasgupta, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the Notice calling the ensuing Annual General Meeting. As required under Clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, have offered themselves for re-appointment.

Auditor's Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration. Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the 'Management Discussions and Analysis' and the 'Corporate Governance', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary

During the year, the Company has invested Rs. 15,00,00,020/-, (1,50,00,002 Equity shares of Rs. 10/- each) in its subsidiary company 'Cardinal Energy and Infrastructure Private Limited', thereby making it its 100% Subsidiary Company.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiary of the Company forms part of this Annual Report. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended March 31,2012 of the Subsidiary Company along with the Report of Directors and Auditors thereon, are attached to the Balance sheet of the Company.

Industrial relations

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

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company. The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

Registered Office: For and on behalf of the Board of Directors

6, Feltham House, 2nd Floor,

10, J. N. Heredia Marg,

Ballard Estate, Mumbai - 400001 Navinbhai C. Dave Mumbai, August 17, 2012 Chairman

Mar 31, 2011

Dear Members,

The Directors have the pleasure to present herewith their 103rd Annual Report with Audited Statement of Accounts for the year ended on 31st March, 2011. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2011 on 31.3.2010 Rs. in lacs Rs. in lacs

Profit before interest & depreciation 7,945.63 5,680.23

Less: Interest 989.86 190.15

: Depreciation 156.31 26.58

Profit before Tax 6,799.46 5,463.50

Less: Provision for Taxation 2,417.72 1,573.33

Net Profit for the year 4,381.74 3,890.17

Add: Amount of Profit & Loss Account brought forward 4,592.05 957.86

Amount available for Appropriation 8,973.79 4,848.03 Less: Appropriations:

Dividend on Preference Shares (including tax) - 20.17

Provision for Proposed Dividend (including tax) 220.82 221.56

Transfer to Capital Redemption Reserve - 14.25

Balance of Profit & Loss Account transferred to 8,752.97 4,592.05 Balance Sheet

Review of Operations

During the year, the construction work of 'Tower C' at 'Peninsula Techno-park', Kurla has been completed and the sale proceeds of the same have been accounted for.

Sale of 'Tower C' at Kurla and few completed flats at Sewri has enabled your Company to attain commendable revenue, registering an enhanced profitability with EBITDA of Rs. 7,945.63 lakhs for current year as compared to Rs. 5,680.23 lakhs in the previous year, resulting in an increase of 40%. Net profit for the current year has increased to Rs. 4,381.74 lakhs as compared to Rs. 3,890.17 lakhs in the previous year, an increase of Rs. 13%.

During the year, the Company has commenced operations at its state-of-art textile fabric Process House at Ahmedabad. The Company has also carried out business activities of trading in fabrics during the year.

Dividend

Considering the better performance and profitability, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000 Equity Shares of Rs. 2/- each for the year ended 31st March, 2011. The amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and Rs. 30,82,275/- (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

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

Directors

Mr. Padmanabhan Sugavanam, associated with the Company as a Consultant, was appointed as an Additional and Whole time Director at the Board meeting held on 24th September, 2010. Mr. Rajkumar Sukhdevsinhji was appointed as an Additional Director at the Board meeting held on 15th November, 2010.

The aforesaid Directors will hold office upto the date of next Annual General Meeting of the Company. Notices under section 257 of the Companies Act, 1956 have been received from Members proposing their appointment as Directors.

Shri Navinbhai C. Dave, Shri Pitamber S. Teckchandani and Shri Shobhan I. Diwanji, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offer themselves for re-appointment.

Auditor's Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the Corporate Governance, along with a certificate from the Auditors of the Company, as stipulated under Clause 49 of the Listing Agreement and certificate from Managing Director of the Company, in terms of sub-clause (v) of Clause 49 is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that

have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary

The Company has invested Rs. 99,980/-, (being 99.98% of the share capital) in the share capital of 'Cardinal Energy & Infrastructure Private Limited'. However, the Subsidiary Company has not yet started any commercial activities. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended 31st March, 2011 of the subsidiary company along with the Report of Directors and Auditors thereon are attached to the Balance sheet of the Company.

Industrial relations

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

Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company. The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and On behalf of the Board of Directors

Registered Office: 6, Feltham House, 2nd Floor, 10, J. N. Heredia Marg, Ballard Estate, Navinbhai C. Dave

Mumbai, 12th August, 2011 Chairman

Mar 31, 2010

The Directors have the pleasure to present herewith their 102nd Annual Report with Audited Statement of Accounts for the year ended on 31.03.2010. The operating results are as under:

For the year For the year ended on ended on 31.3.2010 31.3.2009 (Rs. in lacs) (Rs. in lacs)

Financial Results

Profit before interest & depreciation 5680.23 4443.21

Less: Interest 190.15 672.05

: Depreciation 26.58 20.28

Profit before Tax 5463.50 3750.88

Less: Provision for Taxation 1573.33 588.38

Net Profit for the year 3890.17 3162.50

Add: Amount of Profit & Loss Account brought forward 957.86 (4922.71)

Add: Remission of Interest - 2718.07

Amount available for Appropriation 4848.03 957.86

Less: Appropriations:

Dividend on Preference Shares (including tax) 20.17 -

Provision for Proposed Dividend (including tax) 221.56 -

Transfer to Capital Redemption Reserve 14.25 -

Balance of Profit & Loss Account transferred to Balance sheet 4592.05 957.86

Dividend

Your Directors are pleased to recommend for approval of the members, payment of dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000 Equity Shares of Rs. 21- each for the year ended 31st March, 2010. The amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and Rs. 31,55,663/- (tax rate being @ 16.60875%) respectively.

Redemption of Preference Shares

During the year, the Company has redeemed 9,250 11% Cumulative Redeemable Preference Shares of Rs. 100/- each and 5,000 11% Cumulative Preference Shares of Rs. 100/- each, along with the arrears of dividend till the financial year ended 31st March, 2010.

Operations

During the year, the construction work of Sewree residential project Ashok Garden, comprising of two towers, have nearly been completed and estimated expenditures likely to be incurred for its completion have been provided for in the books of accounts. The sales proceeds of the flats sold are accounted for during the year under consideration.

At its Kurla commercial project Peninsula Techno-park, construction work of remaining two buildings is at advanced stage. The Company expects to complete the construction work of both the buildings during the financial year 2011-12. The sales of both the buildings have already been tied up.

The Company has also carried out business activities of trading in fabrics during the year.

FUTURE PLANS

A) ENERGY SECTOR

The Company has so far paid Rs. 123 crore to GSPC Pipavav Power Company Limited (GPPC) towards share application money for the proposed joint venture CDM power project with Gujarat State Petroleum Corporation (GSPC). The project is at the advanced stage of negotiation and implementation. Your Company has already sought approval of the members at the Annual General Meeting held on 24th September, 2008 to make investment upto Rs. 380 crores in the Equity shares of GPPC. However, subsequent to execution of Share Subscription and Shareholders Agreement with GPPC, approval of the members is now sought to increase the limit of investment in the Equity shares of GPPC upto Rs. 500 crores at this AGM.

B) REAL ESTATE DEVELOPMENT

Except for the completion of its Kurla commercial project Peninsula Techno-park, the Company does not have any immediate future plans of the real estate development. The land at Goa may be considered for development in the near future.

C) TEXTILE

The construction of the industrial shed and installation of imported and indigenous machineries for setting up of a state of art Process House at Ahmedabad, Gujarat is in the final stage of completion. The unit is expected to be operational commercially by the end of September, 2010.

Directors

Shri Nagardas H. Panchal, Shri Rajat Kumar Dasgupta and Shri Dhiren M. Desai, retire by rotation and being eligible, have offered themselves for re-appointment.

Shri Vilas A. Gangan, who was appointed as an additional Director on 29/09/2009, has resigned from the Board of Directors with effect from 29/04/2010. The Board places on record its most sincere gratitude and appreciation for his valuable services and outstanding contributions during his tenure as a Director of the Company.

Shri Gopal N. Dave resigned from the Board of Directors with effect from 20/04/2010. The Board places on record its most sincere gratitude and appreciation for his valuable services and outstanding contributions during his tenure as a Director of the Company.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offers themselves for re-appointment.

Auditors Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure.

Corporate Governance

A report on the Corporate Governance (including report on Management Discussions and Analysis), along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a Code of Conduct and Ethics for its Directors and Senior Executives.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2010 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

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

The Company is now engaged in trading and service activities and consequently information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption are not applicable and accordingly not provided.

Foreign Exchange Earnings and Outgo.

During the year under review - Earnings -

- Outgo Rs. 1892.40 Lac

Subsidiary

The Company has invested Rs. 99,980/-, (being 99.98% of the share capital) in the share capital of Cardinal Energy and Infrastructure Private Limited. However, the subsidiary company has not yet started any commercial activities. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended 31st March, 2010 of the subsidiary company along with the Report of Directors and Auditors thereon are attached to the Balance sheet of the Company.

Appreciation

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

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

Registered Office:

6, Feltham House, 2nd Floor,

10, J. N. HerediaMarg,

Ballard Estate, Mumbai - 400 001.

Mumbai, 11th August, 2010.

For and On behalf of the Board of Directors

Navinbhai C. Dave

Chairman

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