Notes to Accounts of Swan Defence and Heavy Industries Ltd.

Mar 31, 2025

XVIII Provisions and Contingent Liabilities:

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation;

The expenses relating to a provision is presented in the Statement of Profit and Loss net of
reimbursements, if any;

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognized as a finance cost;

Contingent liabilities are possible obligations whose existence will only be confirmed by future events
not wholly within the control of the Company, or present obligations where it is not probable that an
outflow of resources will be required or the amount of the obligation cannot be measured with sufficient
reliability;

Contingent liabilities are not recognized in the financial statements but are disclosed unless the
possibility of an outflow of economic resources is considered remote.

XIX Revenue Recognition:

Keeping in view of applicable Ind AS 115, revenue from contracts with customers is recognised
when control of the goods or services are transferred to the customer at an amount that reflects the
consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company considers whether there are other promises in the contract that are separate performance
obligations. For each performance obligation identified in the contract, the Company determines at
the inception of the contract whether it satisfies the performance obligation over time or satisfies the
performance obligation at a point in time. If the Company does not satisfy a performance obligation over
time, the performance obligation is satisfied at a point in time.

(A) Revenue from Ship Construction, Ship Repair and Other Construction Contracts:

(i) Revenue from Ship Construction, Ship Repair and Other Construction Contracts is recognised
when (or as) the entity satisfies a performance obligation by transferring a promised good or
service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains
control of that asset.

The Company transfers control of a good or service over time and, therefore, satisfies a
performance obligation and recognises revenue over time, if one of the following criteria is
met -

(a) the customer simultaneously receives and consumes the benefits provided by the
Company’s performance as the Company performs; or

(b) the Company’s performance creates or enhances an asset (for example, work in
progress) that the customer controls as the asset is created or enhanced; or

(c) The Company’s performance does not create an asset with an alternative use to the
Company and the Company has an enforceable right to payment for performance
completed to date.

(d) Ship Building Financial Assistance recognised over a period of time in respect of
contracts which are eligible under SBFA policy when the management can reliably
measure the probable receipt of the same.

The Company recognises revenue for a performance obligation satisfied over time only if the
entity can reasonably measure its progress towards complete satisfaction of the performance
obligation.

Methods for Measuring Progress:

> Based on the nature of the goods, progress w.r.t Ship Construction is recognized over
time using Input Method i.e. by comparing the actual costs incurred to the total costs
anticipated for the entire contract. These estimates are revised periodically.

> For ship repair contracts having defined performance obligation, revenue is recognized
over time using Input Method i.e. by comparing the actual costs incurred to the total
costs anticipated for the entire contract.

> For Ship repair contracts involving continuous maintenance support, revenue is
recognised by using Output Method to measure its progress based on time elapsed
upto reporting date as the same is representative of the satisfaction of performance
obligation subject to entitlement of consideration in exchange of goods and/or services.

(ii) Revenue from supply of B&D Spares is recognised based on satisfaction of performance
obligation at point of time on proof of receipt of goods from Naval Stores.

(iii) Revenue Recognition for Modification Jobs: In case of modification jobs, revenue against
completed Modification jobs is recognised on the basis of Work Done Certificate issued
by appropriate authority and for which Modification Cost for Approval is submitted to the
customer, duly recommended by onsite representative of customer.

(B) Revenue from contracts for construction of diesel engine, overhauling of diesel engine, and
Helo -Traversing System (a product of deck machinery) which involves designing, engineering or
constructing specifically designed products and service contracts, is recognized over time using
input method. While other provisions attracting point over time, the same is recognised on the
basis as stated in (A) (i) supra.

(C) Revenue from Bailey Bridge Contracts is satisfied at point in time, as it does not meet the over¬
time criteria. Every set of bridge supplied is a distinct good and a separate performance obligation.
Thus, the Company recognizes revenue (including transportation) when the control is transferred,
that is when an entire set of bridge is delivered to customer.

For Bailey Bridge Contracts having multiple performance obligation such as the sale of Bailey
Bridge, installation service and construction of approach roads, free maintenance service, project
management service, etc., the Company recognises revenue of performance obligation related
to sale of Bailey Bridge when the control of Bailey Bridge is transferred. However, for other
performance obligations in the contract, revenue is recognised over time using input method.
While other provisions attracting point over time, the same is recognised on the basis as stated in
(A) (i) supra.

(D) Revenue from sale of Deck Machinery (except Helo-Traversing System) is in substance similar to
delivery of goods which is recognised when control over the assets that is subject of the contract is
transferred to the customer considering performance obligations being satisfied at a point in time.

(E) Other operational revenue represents income earned from activities incidental to the business
which is recognised when a right to receive the income is established when performance obligation
is satisfied as per terms of contract.

(F) When either party to a contract has performed, the Company presents the contract in the balance
sheet as a contract asset or a contract liability, depending on the relationship between the
Company’s performance and the customer’s payment.

Contract Assets: When the contract revenue recognized by the company by satisfaction of
performance obligation, exceeds the performance obligation satisfied by the customer by way of
payment of consideration is presented as a Contract Assets.

Contract Liabilities: When the performance obligation satisfied by the customer through payment
of consideration exceeds the contract revenue recognized by the company, the difference is
presented as a Contract Liabilities.

(G) Variable Consideration:

Variable considerations like discounts, rebates, refunds, credits, price concessions, penalties
(liquidated damages) or other similar items in a Contract are accounted on the basis of contractual
provisions/ management estimation and the net amount of consideration to which the Company
will be entitled in exchange for transferring the promised goods or services to a customer. The
promised consideration can vary if an entity’s entitlement to the consideration is contingent on the
occurrence or non-occurrence of a future event.

(H) Other Income

(i) Rendering of Other Services: Revenue is recognized from rendering of other services when
the performance obligation is satisfied and the services are rendered in accordance with the
terms of customer contracts. Revenue is measured based on the transaction price, which
is the consideration, as specified in the contract with the customer. Revenue also excludes
taxes collected from customers.

(ii) Income from export incentives such as duty drawback and premium on sale of import licenses
are recognised on accrual basis;

(iii) Income from sale of scrap is accounted for on realisation;

(iv) Interest income is recognized using the effective interest rate (EIR) method;

(v) Dividend income on investments is recognised when the right to receive dividend is
established;

(vi) Insurance claims are accounted for on the basis of claims admitted / expected to be admitted
and to the extent that the amount recoverable can be measured reliably and it is reasonable
to expect ultimate collection.

(vii) Rent for the immovable properties is recognised on accrual basis as per the respective
agreements with the parties.

XX Borrowing Costs:

Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.
Borrowing costs also include exchange differences to the extent regarded as an adjustment to the
borrowing costs;

Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e. an asset
that necessarily takes a substantial period of time to get ready for its intended use) are capitalized as a
part of the cost of such assets. All other borrowing costs are charged to the Statement of Profit and Loss;

Investment Income earned on the temporary investment of funds of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

XXI Employee Benefits:

i Short term employee benefits:

Short-term employee benefits (including leave) are recognized as an expense at an undiscounted
amount in the Statement of Profit and Loss of the year in which the related services are rendered;

ii. Post-employment benefits:

The Company operates the following post - employment schemes:

- Defined contribution plans such as provident fund; and

- Defined benefit plans such as gratuity
Defined Contribution Plans:

Obligations for contributions to defined contribution plans such as provident fund are recognised
as an expense in the Statement of Profit and Loss as the related service is provided.

Defined Benefit Plans:

The Company’s net obligation in respect of defined benefit plans such as gratuity is calculated by
estimating the amount of future benefit that the employees have earned in the current and prior
periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligation is performed at each reporting period end by a
qualified actuary using the projected unit credit method. When the calculation results in a potential
asset for the Company, the recognised asset is limited to the present value of the economic benefits
available in the form of any future refunds from the plan or reductions in future contributions to the
plan.

The current service cost of the defined benefit plan, recognized in the Statement of Profit and
Loss as part of employee benefit expense, reflects the increase in the defined benefit obligation
resulting from employee service in the current year, benefit changes, curtailments and settlements.

Past service costs are recognized immediately in the Statement of Profit and Loss. The net interest
is calculated by applying the discount rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This net interest is included in employee benefit expense in the
Statement of Profit and Loss.

Re-measurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive
income.

XXII Provision for Current and Deferred Tax:

i. Current tax:

Income-tax Assets and Liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted, by the end of reporting period.

Current Tax items are recognised in correlation to the underlying transaction either in the Statement
of Profit and Loss, other comprehensive income or directly in equity;

ii. Deferred Tax:

Deferred tax is provided using the Balance Sheet method on temporary differences between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets
are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.

XXIII Warranty Provision:

Provision for warranty related costs are recognised after the product is sold or services are rendered
to the customer in terms of the contract. Initial recognition is based on the historical experience. The
estimates of warranty related costs are revised periodically.

3.3 E-Complex Private Limited, a wholly-owned subsidiary of the Company was admitted during FY 2020-21 for
Corporate Insolvency Resolution Process (CIRP) with NCLT Ahmedabad. The CIRP process for E-Complex
Private Limited is completed as per the NCLT order dated December 4, 2023 which has been set aside by
NCLAT by its order dated July 25, 2024. The COC of ECPL has filed an appeal before the Supreme court of
India which is pending admission. The impairment created in the earlier years against this investment is still
carried in the books of accounts.

Equity Shares of E Complex Private Limited are pledged with Lenders for loan facilities availed by the
Company. However the amount of investment in E Complex Pvt Ltd has been fully impaired in earlier years.

Note - 4

Deferred Tax Liabilities/(Assets) (Net)

4.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate:

Since the Company has incurred loss during the year ended March 31, 2025 and previous year, no tax is
payable for these years as per provisions of Income Tax Act, 1961, the calculation of effective tax rate is not
relevant and hence not given.

4.2 The Company has not recognised net deferred tax assets as Company is not certain that sufficient future
taxable income will be available against which deferred tax assets can be realised considering its present
order book and anticipated orders and opportunities in the defence sector as evidences.

The above sensitivity analysis is based on an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be
correlated. In presenting the above sensitivity analysis, the present value of defined obligation has
been calculated using the projected unit credit method at the end of reporting period, which is the
same as that applied in calculating the defined obligation liability recognized in the Balance Sheet.

vii) Risk Exposure :

1 Investment Risk: The Present value of the defined benefit plan liability is calculated using
a discount rate which is determined by reference to market yields at the end of reporting
period on Government bonds.

2 Interest Risk: A decrease in the bond interest rate will increase the plan liability: however,
this will be partially offset by an increase in the return on the plan debt investment.

3 Liquidity Risk: The present value of the defined plan liability is calculated by reference to the
best estimate of the mortality of plan participants both during and after their employment. An
increase in the life expectancy of the plan participants will increase the plan’s liability.

4 Salary Risk: The present value of the defined plan liability is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants
will increase the plan’s liability.

b) Leave Encashment (Unfunded)

During the FY 2020-21, The Company changed its leave policy wherein accumulation of leave is
restricted and encashment of leave facility was withdrawn.

Consequently as there is no liability towards the leave encashment actuarial valuation has not been
carried out.

Note : Above details are captured from the Actuarial report. The Company had certain gratuity liability
Pre-CIRP and also making certain provision for the Post-CIRP basis the calculation done by HR
department of the company.

As per the actuarial valuation report, there is a net assets position. However, the Company had
continued the gratuity liability on a conservative basis. Accordingly, outstanding liability towards
gratuity and leave encashment in notes no. 14 &19 will not match with the above disclosure.

lote - 24

The Company has issued a Bond cum legal undertaking for INR 10,000 lakhs (Previous Year: INR 64,400 lakhs)
in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for
setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc.
a General Bond in favour of the President of India for a sum of INR 15,300 lakhs (Previous Year : INR 15,300 lakhs)
as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit,
a bond cum legal undertaking for INR 1,350 lakhs (Previous Year: INR 1,350 lakhs) in favour of President of India
acting through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act, 1944.

Note - 30
Going Concern

The financial statement for the period and year ended March 31, 2025 have been prepared on going concern
assumptions by the Board of Directors of the Company.

Note No. - 31
Leases

The Company has entered into a non cancellable leasing agreements for Land and Infrastructure Facilities for a
period between 5 to 60 years which are renewable by mutual consent on mutually agreeable terms. There is an
escalation clause in the lease agreement during the lease period in line with expected general inflation. There
are no restrictions imposed by lease arrangements and there are no sub-leases. There are no contingent rents.
Disclosures as required under Ind AS 116 on “Lease” are given below:

Segment Reporting

The Company is engaged only in the business of Ship-building and repairs. As such, there are no separate
reportable segments.

Segment information as per Ind AS 108 on Operating Segment :

Information provided in respect of revenue items for the year ended March 31, 2025, and in respect of
assets/liabilities as at March 31, 2025.

I The risk - return profile of the Company’s business is determined predominantly by the nature of its
products. The Company is engaged in the business of Shipbuilding, Repair and Fabrication. Further based
on the organisational structure, internal management reporting system, nature of production process and
infrastructure facilities used, there are no separate reportable segments.

II Revenue from Major Customers :

Revenue from operations includes INR 692.48 lakhs (Previous Year: Nil) from four customers (Previous Year:
Nil) having more than 10% of the total revenue.

Mr. Vipin Kumar Saxena has been appointed as the Chief Executive Officer (CEO) of the company, with effect
from October 10, 2024. The Chief Financial Officer (CFO) of the Company, Mr. Rishi Chopra, has tendered
his resignation, effective November 22, 2024. The position of CFO has been subsequently filled by the
appointment of Mr. Rajesh Bhardwaj, effective November 22, 2024.

b) Terms and Conditions of transactions with related parties

The transactions with related parties are at arm’s length price and in the ordinary course of business.
Outstanding balances at the year-end are unsecured. This assessment is undertaken at each financial
year through examining the financial position of the related party and the market in which the related party
operates.

a Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Company’s receivables from
customers, loans and investment in debt securities. Credit risk is managed through credit approvals,
establishing credit limits and continuously monitoring the creditworthiness of customers to which the
Company grants credit terms in the normal course of business. The Company establishes an allowance
for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and
other receivables and investments.

ii Cash and Cash Equivalents

The Company held cash and bank balance with credit worthy banks of INR 2917.98 Lakhs at
March 31, 2025 (March 31, 2024: INR 1894.82 Lakhs). The credit risk on cash and cash equivalents
is limited as the Company generally invests in deposits with banks where credit risk is largely
perceived to be extremely insignificant.

b Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to
meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.

Management monitors rolling forecasts of the Company’s liquidity position on the basis of expected
cash flows. The Company manages its liquidity risk by preparing monthly cash flow projections to
monitor liquidity requirements. In addition, the Company projects cash flows and considering the level
of liquid assets necessary to meet these, monitoring the Balance Sheet liquidity ratios against internal
and external regulatory requirements and maintaining debt financing plans.

i Exposure to Liquidity Risk

The company has outstanding borrowing through Current and Non-Current borrowings from
Banks / NBFCs and third parties.

Carrying amounts are as below:

* The amount shown under ‘Borrowings - (Current)’ includes advances received from subsidiaries, other
related parties and other third parties. These have been received in the ordinary course of business and
are repayable on demand.

C Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and
equity prices and will affect the Company’s income or the value of its holdings of financial instruments.
Market risk is attributable to all market risk sensitive financial instruments including foreign currency
receivables and payables and long term debt. The Company is exposed to market risk primarily related
to interest rate risk and the market value of the investments.

i Currency Risk

The Company is exposed to currency risk on account of its trade and other payables in foreign
currency. The functional currency of the Company is Indian Rupee. Currency risk is not material, as
the Company does not have any exposure in foreign currency.

ii Interest Rate Risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value
interest rate risk is the risk of changes in fair values of fixed interest bearing investments because
of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows
of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

According to the Company interest rate risk exposure is only for floating rate borrowings. Company
does not have any floating rate borrowings on any of the Balance Sheet date disclosed in this
financial statements.

iii Price Risk

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in
market traded price. It arises from financial assets such as investments in quoted instruments and
units of mutual funds.

a Fair value sensitivity analysis for fixed rate Instruments

The Company does not account for any fixed rate financial assets or financial liabilities at fair
value through Profit or Loss. Therefore, a change in interest rates at the reporting date would
not affect Profit or Loss.

b Cash flow sensitivity analysis for variable rate Instruments

The Company does not have any variable rate instrument in Financial Assets or Financial
Liabilities.

Note - 35

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium
and all other equity reserves attributable to the equity holders of the Company. The primary objective of the
Company’s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios
in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal
accruals, long term borrowings and short term borrowings. The Company monitors capital using a gearing ratio,
which is net debt divided by total capital plus net debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital
structure requirements.

(a) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and
intangible assets during the year.

(b) The Company has not given any loans or advances in the nature of loans either repayable on demand
or without specifying any terms or period of repayment granted to promoters, directors, KMPs and related
parties.

(c) The Company has not used borrowings for purpose other than specified purpose of the borrowing. Further,
there is no delay in creation of charges with ROC beyond the statutory period.

(d) The Company does not have any Benami property. Further, there are no proceedings initiated or are pending
against the Company for holding any benami property under the Prohibition of Benami Property Transactions
Act, 1988 and rules made thereunder.

(e) The company did not have any transactions with any struck-off companies during the year.

(f) The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial
year.

(g) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (Ultimate Beneficiaries);or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(h) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries); or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(i) The Company does not have not any such transaction which is not recorded in the books of accounts
that has been surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961.

(j) The Company has not been declared as a wilful defaulter by any bank or financial institution or government
or any government authority.

(k) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act
read with Companies (Restriction on number of Layers) Rules, 2017.

(l) The Board at its meeting held on November 22, 2024, has considered and approved the Scheme of
Arrangement and Amalgamation between Triumph Offshore Private Limited (“the Transferor Company” or
“TOPL”) and Swan Defence and Heavy Industries Limited [Formerly known as Reliance Naval and Engineering
Limited] (“the Transferee Company” or “SDHIL”) and their respective shareholders and creditors under
Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies
Act, 2013 and Rules & Regulations made thereunder (”The Act”), which inter aliaprovides for the following:

1. Reduction and re-organisation of the capital of the Transferee Company.

2. Amalgamation of the Transferor Company with the Transferee Company and in consideration thereof,
SDHIL will issue 1325 (One Thousand Three Hundred and Twenty Five) 8% Non-Convertible Redeemable
Preference Shares having face value of INR 10/- (Rupees Ten) each credited as fully paid-up to be issued
to the equity shareholders of TOPL for every 1000 (One Thousand) Equity Shares of INR 10/- (Rupee Ten)
each fully paid-up, held by such shareholders in TOPL.

The Scheme is inter alia subject to the sanction of National Company Law Tribunal (“NCLT”), Ahmedabad
Bench and receipt of necessary approvals from Stock Exchanges and Securities and Exchange Board
of India, shareholders/creditors, as may be directed by the NCLT and such other regulatory/statutory
authorities, as may be required and the Company is in the process seeking the same.

(m) All the charges of the Company as appearing on the MCA portal are in the process of being satisfied /
modified to give effect of the approved resolution plan as entered into with the financial creditors.

Previous year figures have been regrouped and rearranged, wherever necessary to make them comparable with
those of the current year.

As per the order dated December 23, 2022, by the Ahmedabad bench of the National Company Law Tribunal
approving the Resolution Plan of the Company, an amount of INR 5,188.85 lakhs is payable to India Infrastructure
Finance Company (UK) Limited. (IIFCL) The liability is capped at INR 5,188.85 lakhs however the amount payable
would be converted into USD on the date of payment. As on March 31, 2025 balance amount payable to IIFCL is
INR 3,454.28 Lakh.

M/s Mahajan & Aibara Chartered Accountants LLP were appointed as the Internal Auditors for the financial year
ending March 31, 2025, on February 7, 2025.

Net amount of INR 4,211.91 lakhs was payable to various overseas parties as on January 15, 2020. The amount to
be paid as per approved resolution plan against this amount is NIL. Hence the same is written back in F.Y. 2022-23
and the Company is in process of doing necessary compliance with RBI and FEMA.

As per our report of even date For and on behalf of the Board of Directors

For N.N. Jambusaria & Co. Swan Defence and Heavy Industries Limited

Chartered Accountants (Formerly known as Reliance Naval and Engineering Limited)

Firm Reg. No. 104030W

Nikhil Merchant Paresh Merchant

Chairman & Managing Director Director

DIN : 00614790 DIN : 00660027

Nimesh N. Jambusaria Rajesh Bhardwaj Vishant Shetty

Partner Chief Financial Officer Company Secretary

Membership No. 038979 Membership No. A38378

Place : Mumbai Place : Mumbai

Date : May 23, 2025 Date : May 23, 2025

UDIN: 25038979BMIWRO9982

---

Mar 31, 2024

XV Provision, Contingent Liabilities and Contingent Assets:

A provision is recognized if as a result of a past event the Company has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability. Contingent Liabilities are not recognised but are disclosed in the
notes. Contingent Assets are not recognised but disclosed in the Financial Statements when economic inflow is probable.

XVI Earnings per share:

i Basic earnings per share: Basic earnings per share is calculated by dividing:

1 the profit attributable to owners of the Company;

2 by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements
in equity shares issued during the year.

ii Diluted earnings per share: Diluted earnings per share adjusts the figures used in the determination of basic earnings
per share to take into account:

1 the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and

2 the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.

3.3 Equity Shares of E Complex Private Limited are pledged with Lenders for loan facilities availed by the Company. However the
amount of investment in E Complex Pvt Ltd has been fully impaired.

3.4 The Company has impaired investments considering the following indicators; Subsidiaries have consistently incurred losses over
the years and thereby Net Worth has fully eroded. There is no existing operating business being carried out in these subsidiaries
because of changes in market, economic and legal environment conditions. These Material changes in working conditions are
impacting the current business of the subsidiaries.

3.5 During the Financial Year 2019 - 2020 (before the commencement of CIRP), Reliance Underwater Systems Private Limited (RUSPL)
ceased to be subsidiary and also associate company of Reliance Naval and Engineering Limited, by virtue of allotment of additional
equity shares (49.99%) to Reliance Corporate Advisory Services Limited, and assigning the voting rights to Reliance Capital Limited.

3.6 As per the applicable accounting framework the entity shall also submit consolidated financial statements for the year ending
March 31, 2024. There are three subsidiaries of the Company and one associate. The subsidiaries of the Company are separate
legal entities, also currently few companies are under CIRP Process, under liquidation and non-operational and the Company is not
able to obtain relevant data from the available contact details of the subsidiaries. In view of the above, the Company has prepared
Consolidated Financial Statements incorporating only Conceptia Software Technologies Private Limited, an associate company. The
following wholly-owned subsidiaries are not considered in the consolidation of the financials statement.

3.7 E-Complex Private Limited, a wholly-owned subsidiary of the Company was admitted during FY 2020-21 for Corporate Insolvency
Resolution Process (CIRP) with NCLT Ahmedabad. The CIRP process for E-Complex Private Limited is completed as per the NCLT
order dated December 4, 2023 which has been set aside by NCLAT by its order dated July 25, 2024. E-Complex Private Limited, a
wholly-owned subsidiary of the Company was admitted during FY 2020-21 for Corporate Insolvency Resolution Process (CIRP) with
NCLT Ahmedabad. The CIRP process for E-Complex Private Limited is completed as per the NCLT order dated December 4, 2023
which has been set aside by NCLAT by its order dated July 25, 2024. The COC of ECPL has filed an appeal before the Supreme
court of India which is pending admission. The impairment created in the earlier years against this investment is still carried in the
books of accounts.

Note - 4

Deferred Tax Liabilities/(Assets) (Net)

4.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate:

Since the Company has incurred loss during the year ended March 31, 2024 and previous year, no tax is payable for these years as
per provisions of Income Tax Act, 1961, the calculation of effective tax rate is not relevant and hence not given.

4.2 The Company has not recognised net deferred tax assets as Company is not certain that sufficient future taxable income will
be available against which deferred tax assets can be realised considering its present order book and anticipated orders and
opportunities in the defence sector as evidences.

vii) Risk Exposure :

1 Investment Risk: The Present value of the defined benefit plan laibility is calculated using a discount rate which is
determined by reference to market yeilds at the end of reporting period on Government bonds.

2 Interest Risk: A decrease in the bond interest rate will increase the plan liability: however, this will be partially offset
by an increase in the return on the plan debt investment.

3 Liquidity Risk: The present value of the defined plan liabilty is calculated by refrence to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan
participants will increase the plan’s liability.

4 Salary Risk: The present value of the defined plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

viii) Details of Asset-Liability Matching Strategy: Gratuity benefits liabilities of the Company are funded. There are no
minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company
to fully or partially pre-fund the liabilities under the Plan. The trustees of the plan have outsourced the investment
management of the fund to an insurance company. The insurance company in turn manages these funds as per the
mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in
the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be
possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

b) Leave Encashment (Unfunded)

During the FY 2020-21, The Company changed its leave policy wherein accumulation of leave is restricted and encashment of
leave facility was withdrawn.

Consequently as there is no liability towards the leave encashment actuarial valuation has not been carried out

Note : Above details are captured from the Actuarial report. The company had certain gratuity liability Pre-CIRP and also
making certain provision for the Post-CIRP basis the calculation done by HR department of the company.

As per the Actuarial valuation report there is net assets position. However, company had continued the gratuity liability on
conservative basis. Accordingly outstanding liability towards gratuity and leave enacshment in note no. 18 will not match
with above disclosure.

Note - 28

The Company has issued a Bond cum legal undertaking for '' 64,400 lakhs (Previous Year: '' 64,400 lakhs) in favour of President of
India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption
from payment of duties, taxes or cess or drawback and concession etc. a General Bond in favour of the President of India for a sum of
'' 15,300 lakhs (Previous Year :'' 15,300 lakhs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise
Act, 1944 for EOU unit, a bond cum legal undertaking for '' 1,350 lakhs (Previous Year: '' 1,350 lakhs) in favour of President of India acting
through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act, 1944.

Note - 29

Going Concern

The new management has been granted full control of the affairs of the company with effect from January 4, 2024, the financial statement
for the period and year ended March 31, 2024 have been prepared on going concern assumptions by the Board of Directors of the
Company. This has been further explained in “General Information” stated in note 1.

Note - 30

Fair Value Measurements

The fair value of the financial assets and liabilities are included at the amount that would be received on sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised
and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To
provide and indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments
into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have
quoted price and financial instruments like Mutual Funds for which NAV is published by the Mutual Fund Operator. The fair value of all
equity instruments which are traded in the stock exchanges is valued using the closing price as at the last working day of the closing
period period and Mutual Fund are valued using the Closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all Material inputs required to fair
value and instruments are observable, the instrument is included in level 2. Instruments in the level 2 category for the Company include
forward exchange contract derivatives.

Level 3: If one or more of the Material inputs is not based on observable market data, the instrument is included in this level. Instruments
in level 3 category for the Company include unquoted equity shares and FCCDs, unquoted units of mutual funds and unquoted units of
venture capital funds.

Financial Liabilities

The Preference shares are classified as a financial liability. The liability in case of Preference Shares and Non Convertible Debentures are
initially recognised on fair value and the difference between fair value and transaction price is considered as Other Income. Subsequently
the liability is measured at amortised cost using the effective interest rate. The impact on this account has been recognised as other
income on the transaction date and subsequent impact are recognised as finance cost in the Statement of Profit and Loss.

The carrying amount of all other Financial Liabilities is reasonably approximate to its fair value. The fair values disclosed above are based
on discounted cash flows using current borrowing rate. These are classified at level 2 fair values in the fair value hierarchy due to the use
of observable inputs.

During the years mentioned above, there have been no transfers amongst the levels of the hierarchy.

Note - 31

Segment Reporting

The Company is engaged only in the business of Ship-building and repairs. As such, there are no separate reportable segments.
Segment information as per Ind AS 108 on Operating Segment :

Information provided in respect of revenue items for the year ended March 31, 2024, and in respect of assets/liabilities as at
March 31, 2024.

I The risk - return profile of the Company’s business is determined predominantly by the nature of its products. The Company is
engaged in the business of Shipbuilding, Repair and Fabrication. Further based on the organisational structure, internal management
reporting system, nature of production process and infrastructure facilities used, there are no separate reportable segments.

II Revenue from Major Customers :

Revenue from operations includes Nil (Previous Year: '' 316.12 lakhs) from one customer (Previous Year: one customer) having more
than 10% of the total revenue.

Note - 34

Financial Instruments - Evaluation of risks

Due to non availability of required information/ documents, the new magamenet of the company is not in a position to assess fair value
hierarchy, evolution on capital management, credit risk, currency risk, and interest risk.

Note - 35

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard
continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to
shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of
the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short
term borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note - 37

Ind AS 115 - Revenue from Contracts with Customers Disclosure:

The Company has not recognised any revenue during the current year and hence not disclosed.

Note - 38

Other Statutory Information

(a) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and intangible assets during the
year.

(b) The Company has not given any loans or advances in the nature of loans either repayable on demand or without specifying any
terms or period of repayment granted to promoters, directors, KMPs and related parties.

(c) The Company has not used borrowings for purpose other than specified purpose of the borrowing. Further, there is no delay in
creation of charges with ROC beyond the statutory period.

(d) The Company does not have any Benami property. Further, there are no proceedings initiated or are pending against the Company
for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(e) The company has not conducted any exercise to identify the transactions with any struck-off companies during the year.

(f) The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial year.

(g) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries);or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(h) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries); or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(i) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(j) The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any government
authority.

(k) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.

(l) The company has not filed any Scheme of Arrangements in terms of sections 230 to 237 of the Companies Act, 2013 with any
Competent Authority.

(m) All the charges of the company as appearing on the MCA portal are in the process of being satisfied /modified to give effect of the
approved resolution plan as entered into with the financial creditors.

Note - 40

Other

Previous year figures have been regrouped and rearranged, wherever necessary to make them comparable with those of the current
year.

The current year’s Finance Cost includes '' 16.36 lakhs as interest on Interim Funding received during the CIRP Period, it has been treated
as CIRP Cost.

The order pronounced on December 23, 2022, by the Ahmedabad bench of the National Company Law Tribunal has approved the
Resolution Plan submitted by Hazel Mercantile Limited (the Resolution Applicant) for the corporate insolvency resolution of the Company
under Section 31 of the Code. Accordingly an amount of '' 5,188.85 lakhs is payable to India Infrastructure Finance Company (UK) Limited.
As per the approved plan the amout of liability is capped at '' 5,188.85 lakhs however the amount payable would be coverted into USD
on the date of payment.

As per regulatory compliance, the company is required to conduct an internal audit but the same has not been done for the period ending
March 31, 2024.

Net amount of '' 4,211.91 lakhs was payable to various overseas parties. The amount to be paid as per approved resolution plan against
these amount is NIL. Hence the same is written back and the company is in proceess of doing necessary compalince with RBI and FEMA.

As per our report on even date for and on behalf of the Board of Directors

For N.N. Jambusaria & Co. Reliance Naval and Engineering Limited

Chartered Accountants
Firm Reg. No. 104030W

Nimesh N. Jambusaria Mr. Nikhil Merchant Mr. Paresh Merchant

Partner Chairman & Managing Director Director

Membership No. 038979 DIN : 00614790 DIN : 00660027

Place : Mumbai Mr. Rishi Chopra Mr. Vishant Shetty

Date : November 11, 2024 Chief Financial Officer Company Secretary

UDIN: 24038979BKBNXR6383 Place : Mumbai

Date : November 11, 2024

---

Mar 31, 2018

Note - 1

General Information

Reliance Naval and Engineering Limited (“RNEL” or “the Company”) is a company limited by shares, incorporated and domiciled in India. The registered office of the company is located at Pipavav Port, Post Ucchaya, Via- Rajula, District Amreli (Gujarat) and the Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The name of the Company got changed from Reliance Defence and Engineering Limited during the current year and fresh Certificate of Incorporation was issued by the Ministry of Corporate Affairs (MCA), Government of India on September 6, 2017. The Company is mainly engaged in the construction of vessels, repairs and refits of ships and rigs and heavy engineering. RNEL has a large shipbuilding/repair infrastructure in India including the largest Dry Dock in the world. The Company is the first private sector company in India to obtain the licence and contract to build Naval Offshore Patrol Vessels(NOPVs) for Indian Navy. The Shipyard has only modular shipbuilding facility in India with capacity to build fully fabricated and outfitted blocks. The fabrication facility spread over

2.1 million sq ft has annual capacity of 144,000 tons/year. The shipyard has pre-erection berth of 980 meter length and 40 meters width and two Goliath cranes with combined lifting capacity of 1200 tonnes, besides outfitting berth length of 780 meters.

2.2 During the year, the Company has capitalised borrowing cost aggregating to Rs.38,782.70 lacs (Previous year: Rs.33,618.79 lacs). The average rate used to determine the amount of borrowing cost is 10.95%. Additions during the year in the Computer Software include interest and financial charges of Rs.719.61 lacs (Previous Year: Rs. NIL).

2.3 In accordance with the Ind-AS 36 on “Impairment of Assets”, the Management has during the year carried out an exercise of identifying the assets that would have been impaired in respect of each cash generating unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the year.

3.1 Equity Shares of E Complex Private Limited are pledged with Lenders for loan facilities availed by the Company

7.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate:

Since the Company has incurred loss during the year ended March 31, 2018 and previous year, hence no tax is payable for these years as per provisions of Income Tax Act, 1961, the calculation of effective tax rate is not relevant and hence not given.

4.2 The Company has recognised deferred tax assets on carry forward business losses as sufficient future taxable income will be available against which deferred tax assets can be realised considering its present order book and anticipated orders and opportunities in the defence sector as convincing evidences.

5.1 The amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Income Tax Act, 1961 (“the Act”), other than section 115JB, in next fifteen years. Based on the future projection of the performances, the Company is expected to pay the Income Tax as per the applicable provisions, other than under section 115JB, of the Act. Accordingly, as advised in Guidance Note on “Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961” issued by The Institute of Chartered Accountants of India (the ICAI),the excess of tax payable under section 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement.

6.1 Refer Note No. 1(g)(VI) for basis of valuation.

4.2 All the Inventories of the Company are either mortagaged or hyphothecated against the secured borrowings of the Company as detailed in note no. 17 and 20 to the financial statements.

7.1 Trade receivables are non - interest bearing and receivable in normal operating cycle

All the above Loans are given for meeting working capital requirements of the Subsidiary Companies

b) Loans to employee and reimbursement of expenses are not considered for this clause.

c) None of the subsidiary Companies has invested in shares of the Company.

7.2 Terms and Rights attached to Equity Shares

The Company has only one class of Equity Share having par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the equity share holders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

Capital Reserve: This Reserve was created at the time of forfeiture of amounts received against convertible share warrants in the financial year 2011 - 12. It shall be utilised in accordance with the provisions of the Companies Act, 2013 (the Act), however, not available for distribution of dividend.

Securities Premium Account: This Reserve was created when shares were issued at premium. It shall be utilised in accordance with the provisions of the Act.

Other Reserves: Other Reserve was created pursuant to first time adoption of Ind-AS as at April 01, 2015. It shall be utilised in accordance with the provisions of the Act, however, not available for distribution of dividend.

8.1 Compulsorily Redeemable Preference Shares

i) The Company has alloted 1,384,994 Equity Shares having face value of Rs.10 each per share at a premium of Rs.49.35 per share and 42,245,764 Compulsorily Redeemable Preference Shares (CRPS) having face value of Rs.10 each per share to one of its lenders against partial conversion of its outstanding debt. The CRPS are redeemable in 65 quarterly structured instalments commencing from March 2019 to March 2035. Annual dividend of 0.10% p.a. will be payable per CRPS on a cumulative basis.

ii) As at March 31, 2018 all the preference shares are held by HDFC Limited (March 31, 2017: NIL)

iii) Reconciliation of Preference Shares outstanding at the beginning and at the end of the year

8.2 Non Convertible Debentures (NCD)

In terms of MRA entered with certain lenders of the Company for Debt Restructuring, each of those lenders has a right of recompense as per extent guideline of CDR for reliefs and sacrifice extended by them. During the year the Company has paid one time cost towards right of recompense payable through issuance of Non Convertible Debentures. Accordingly Rs.16,239.65 lacs was charged to Statement of Profit or Loss and shown as “Exceptional Items” for the year and Rs.7,989.09 lacs has been capitalised as borrowing cost. Other terms and conditions are given below:

i These NCDs having coupon rate of 9.50% and Face value of Rs.100 each are repayable in 49 quarterly structured instalments commencing from March 2019 and ending on March 2031.

ii The NCDs are to be secured by way of first pari passu charge and mortgage on all the immovable properties; hypothecation of all movable properties of the Company and on all the intangible assets of the Company; both present and future, second pari-passu charge on all current assets and first pari passu charge by way of mortgage over leasehold rights on 124.1 199 hectares of land belonging to E Complex Private Limited.

iii The Company was required to provide Debenture Redemption Reserve (DRR) of Rs.363.85 lacs upto March 31, 2018 (Previous Year: NIL) in terms of the Trust Deed executed and the provisions of the Companies Act 2013. In the absence of profits available, no provision for DRR is made in the books of account as at March 31, 2018. The requisite provisions will be made out of the profits available in the future years.

8.3 The Company had availed various secured financial facilities from the banks and financial institutions (“The Lenders”). The Lenders led by IDBI Bank had, through Joint Lenders’ Forum (ILF), referred the Debt Restructuring Scheme (‘Restructuring Scheme’) of the Company to Corporate Debt Restructuring Cell (“CDR Cell”). The Company and the Lenders who are members of the CDR forum (‘CDR Lenders’) have executed Master Restructuring Agreement (‘MRA’) dated March 30, 2015, by virtue of which the credit facilities extended by the CDR Lenders stand restructured and these restructured facilities are governed by the provisions stipulated in the MRA.

8.4 Secured Term loans as referred to above and Rs.522,518.30 lacs being part of current maturities of long term debt in note no. 22 are secured as under:

i) first pari passu charge and mortgage on all the immovable properties; hypothecation of all movable properties of the Company and on all the intangible assets of the Company; both present and future.

ii) Corporate Guarantee of SKIL Infrastructure Limited and personal guarantee of some of the erstwhile directors of the Company.

8.5 During the year 1 1,64,05,500 equity shares of the Company held by SKIL Infrastructure Limited (SKIL); 2,23,49,494 equity shares of the Company held by Grevek Investments and Finance Pvt Ltd (Grevek) and 1 equity share of the Company held by SKIL Shipyard Holdings Private Limited (SSHPL), which were pledged as security to the CDR lenders have been invoked by the lenders. Pending adjustment of value of above shares by the lenders aganist the amount borrowed by the Company, no accounting effect has been given in the Financial Statements as at March 31, 2018.

8.6 Secured Term loans of Rs.587,867.28 lacs are further secured as:

i) first pari passu charge by way of mortgage over leasehold rights on 124.1 199 hectares of land belonging to E Complex Private Limited and on sub-leasehold rights on 10.5 hectares of land belonging to Gujarat Maritime Board and second pari passu charge by way of hypothecation of all the current assets (including all receivables and inventories), both present and future.

ii) right to convert entire part of defaulted principal and interest into Equity Shares upon occurrence of events of default in the manner provided in the MRA.

iii) by way of Pledge of entire shareholding i.e. 2,17,09,327 Equity Shares of E Complex Private Limited held by the Company.

8.7 Repayment Terms

(i) Secured Rupee Term Loan of Rs.510,937.89 lacs are repayable in 28 quarterly structured instalments starting from September 30, 2017 to June 30, 2024, Rs.26,685.75 lacs are repayable in 24 quarterly structured instalments starting from June 30, 2019 to March 31, 2025, Rs.17,760.00 lacs in 28 quarterly structured instalments starting from September 30, 2017 to June 30, 2024, Rs.8,403 lacs in 40 quarterly structured instalments starting from August 31, 2005 to February 28, 2017, Rs.1 1,253.24 lacs in 61 quarterly structured instalments starting from March 31, 2019 to March 31, 2034 and Rs.530.19 lacs on May 25, 201 7 by way of bullet repayment.

(ii) Secured Foreign Currency Term Loan as referred above carry an interest rate of 2.78% and repayble in 41 quarterly structured instalments starting from March 31, 2019 to March 31, 2029.

8.8 Vehicle Loans referred to above including Rs.42.70 lacs being part of current maturities of long term debts in note no. 22 are secured by the Hypothecation of the specific vehicles financed. The loans are repayable in monthly equated instalments (including interest) as per repayment schedule starting from July 01, 2012 to March 15, 2021.

8.9 During the year the lenders have recalled all the loans and have invoked 14.51 Crores equity shares of the Company pledged with lenders and guarantees available with them. As at March 31, 2018, the Company has overdue of Rs.5,21,971.68 lacs included in current maturities of long term debts in note no 22 (Previous Year: Rs.8,403.00 lacs) and Rs.34,429.40 lacs included in interest accrued and due in note no 22(Previous Year: Rs.1 1,060.24 lacs) towards the principal and interest respectively as detailed below:

9.1 The above working capital loans from banks are secured by way of:

i) First pari passu charge by way of hypothecation of all the current assets (including all receivables and inventories); both present and future.

ii) Second pari passu charge by way of mortgage over leasehold rights on 1 24.1 1 99 hectares of land belonging to E Complex Private Limited and on sub-leasehold rights on 10.5 hectares of land belonging to Gujarat Maritime Board.

iii) Second pari passu charge and mortgage on all the immovable properties and hypothecation of all movable properties of the Company; both present and future.

9.2 The above working capital loans from banks are further secured by :

i) Corporate Guarantee of SKIL Infrastructure Limited and personal guarantee of some of the erstwhile directors of the Company.

ii) Pledge of entire shareholding i.e. 2,17,09,327 equity shares of E Complex Private Limited held by the Company.

10.1 Micro and Small Enterprises under the Micro and Small Enterprises Development Act, 2006 have been determined based on the information available with the Company and the required disclosures are given below:

10.2 All trade payables are non interest bearing and payable or settled with in normal operating cycle of the Company.

11.1 The Company has recognised liabilities based on substantial degree of estimation for provision for liquidated damages, warranty claims, estimated cost over contract revenue on shipbuilding contracts and costs estimated for revenue recognised as detailed below. Actual outflow is expected in the subsequent financial years.

Defined Benefit Plan

The Employees Gratuity Fund Scheme, which is a defined benefit plan, is managed by a trust maintained with Life Insurance Corporation of India (LIC). The Company has made contribution to the above mentioned trust upto the financial year ended March 31, 2009 and thereafter no contributions have been made. The Employees Leave Encashment Scheme which is a defined benefit plan is unfunded.

The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

The estimates of rate of increase in salary are considered in actuarial valuation, taking into account, inflation, seniority, promotion, attrition and other relevant factors including supply and demand in the employment market. The above information is certified by Actuary.

In the absence of detailed information regarding plan assets which is funded with Life Insurance Corporation of India, the composition of each major category of plan assets, the percentage and amount for each category of the fair value of plan assets has not been disclosed.

The above sensitivity analysis is based on an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the Balance Sheet.

vii) Risk Exposure :

1 Investment Risk: The Present value of the defined benefit plan laibility is calculated using a discount rate which is determined by refrence to market yeilds at the end of reporting period on government bonds

2 Interest Risk: A decrease in the bond interest rate will increase the plan liability: however, this will be partially offset by an increase in th return on the plan debt investment.

3 Liquidity Risk: The present value of the defined plan liability is calculated by refrence to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability

4 Salary Risk: The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an incraese in the salary of the plan participants will increase the plan’s liability.

viii) Details of Asset-Liability Matching Strategy :- Gratuity benefits liabilities of the company are funded. There are no minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan. The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

The estimates of rate of increase in salary are considered in actuarial valuation, taking into account, inflation, seniority, promotion, attrition and other relevant factors including supply and demand in the employment market. The above information is certified by Actuary.

12.1 The Company had issued a corporate guarantee for loan availed by Reliance Marine and Offshore Limited (“RMOL”), a wholly owned subsidiary from IFCI Limited (“IFCI”). During the year, IFCI has issued a loan recall notice and subsequently applied for the insolvency petition under the Insolvency and Bankruptcy Code 2016 due to continued default in repayment of principal and interest against RMOL and the Company. In responce to the recall notice, the company and RMOL has requested to the lender to liquidate the securities available with them and has offered to settle the balance amount through promoters’ support. The petition filed by the lender is not yet admitted by the NCLT. Accordingly, no provision against the above corporate guarantee is considered necessary at this stage.

Note - 13

The Company has issued a Bond cum legal undertaking for Rs. 64,400 lacs (Previous Year: Rs. 64,400 lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs. 15,300 lacs (Previous Year : Rs. 15,300 lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit, a bond cum legal undertaking for Rs. 1,350.00 lacs (Previous Year: 1,350.00 lacs) in favour of President of India acting through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act, 1944.

Note - 14

The Company has received Twenty Three show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates alleged wrong availment of Cenvat/Customs Duty/Service Tax Credit on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The Company does not foresee any losses on this account.

Note - 15 Going Concern

The Company primarily is in the business of Ship Building and Ship Construction having state of the art infrastructure facilities including Dry Dock complex, Goliath Cranes, Fabrication facilities, Blasting and Painting Cell, etc, and is capable of undertaking complex and large size/volume of fabrication for varied industries.

The overall infrastructure facility required currently available with the company are nearly new and have long useful life. For last few years there is a downtrend in the shipbuilding industry globally. In defence sector also the process of awarding contract has been deferred in respect of many large orders for variety of reasons.

All these have resulted in temporary financial constraints on the Company, losses in the operations, erosion of net worth and calling back of loans by the secured lenders. Therefore Company has approached its lenders for an appropriate Resolution Plan with the objective to make the operations of the Company viable and sustainable. The Company is engaged with the Lenders for Resolution Plan.

Considering the strength of the Company’s world class infrastructure, business plans and future outlook as assessed, the management is quite confident to reach at some workable solution to resolve financial position of the Company and to continue as a going concern. The company is participating in several business opportunities both in & outside India, and hopeful to get business in the coming years. Further, the promoters of the Company have supported the Company since management take over by them in January 2016 and will continue to do so in future in their capacity as promoters.

Pending such resolution and on considering the facts given in above paras:

a. Accounts have been prepared on going concern basis;

b. The company continued to account for deferred tax assets on losses, which will be available for set off against future profits in view of the anticipated orders and opportunities in the defence and non-defence sector and expected resolution with the secured Lenders and improved availability of working capital; and

c. No provision for impairment of Non-current assets have been considered necessary.

Note - 16

Fair Value Measurements

The fair value of the financial assets and liabilities are included at the amount that would be received on sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide and indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescrible under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price and financial instruments like Mutual Funds for which NAV is published by the Mutual Fund Operator. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period and Mutual Fund are valued using the Closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value and instruments are observable, the instrument is included in level 2. Instruments in the level 2 category for the company include forward exchange contract derivatives

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. Instruments in level 3 category for the Company include unquoted equity shares and FCCDs, unquoted units of mutual funds and unquoted units of venture capital funds.

The carrying amount of all other Financial Assets is reasonably approximate to its fair value.

Financial Liabilities

The Preference shares are classified as a financial Libility. The Liability in case of Preference Shares and Non Convertible Debentures are initially recognised on fair value and the difference between fair value and transaction price is considered as Other Income. Subsequently the liability is measured at amortised cost using the effective interest rate. The impact on this account has been recognsied as other income on the transaction date and subsequent impact are recognised as finance cost in the Statement of Profit and Loss.

The carrying amount of all other Financial Liabilities is reasonably approximate to its fair value. The fair values disclosed above are based on discounted cash flows using current borrowing rate. These are classified at level 2 fair values in the fair value hierarchy due to the use of observable inputs.

During the years mentioned above, there have been no transfers amongst the levels of the hierarchy.

Valuation process

The Company evaluates the fair value of the financial assets and financial liabilties on periodic basis using the best and most relevant data available. Also the Company internally evaluates the valuation process periodically.

Note - 17 Segment Reporting

Segment information as per Ind AS - 108 on Operating Segment :

Information provided in respect of revenue items for the year ended March 31, 2018 and in respect of assets/liabilities as at March 31, 2018.

I The risk - return profile of the Company’s business is determined predominantly by the nature of its products. The Company is engaged in the business of Shipbuilding, Repair and Fabrication. Further based on the organisational structure, internal management reporting system, nature of production process and infrastructure facilities used, there are no separate reportable segments.

III Revenue from Major Customers :

Revenue from operations include Rs.27,441.79 lacs (Previous Year: Rs.49,545.55 lacs) from one customer (Previous Year: three customers) having more than 10% of the total revenue

Note - 18

Related Party Disclosures

a) List of Related parties

1 Subsidiary Companies

E Complex Private Limited

Reliance Marine and Offshore Limited

Reliance Lighter Than Air Systems Private Limited

Reliance Technologies and Systems Private Limited

Reliance Engineering and Defence Services Limited

PDOC Pte. Ltd.

2 Associates

Reliance Defence Systems Private Limited

Reliance Defence Limited

Reliance Infrastructure Limited

SKIL Infrastructure Limited (up to March 16, 2018)

Conceptia Software Technologies Private Limited

3 Key Managerial Personnel

Cmde. K. Subramaniam, NM (Retd.) (upto 31.03.2018)

Mr. Madan Pendse (upto 01.08.2017)

Mr. Nikhil Jain (w.e.f.: 02.08.201 7)

Mr. Ajit Dabholakar (upto 31.03.2018)

b) Terms and Conditions of transactions with related parties

The Transactions with related parties are at arm’s length price and in the ordinary course of business. Outstanding balances at the year-end are unsecured and interest have been accounted on market rate except the advances, which is merely reimbursement of expenses. This assessment is undertaken at each financial year through examining the financial position of the related party and the market in which the related party operates.

3 During the year SKIL Infrastructure Limited ceased to be a related party of the Company. The Loan outstanding on April 1, 2017 was Rs.254.02 Lacs. Interest expenses of Rs.29.22 lacs (Previous Year: Rs.30.48 lacs) has been provided on Loan taken for the period of relationship exist.

Figures in brackets represents previous year’s amounts.

d) Details of Loans given, investment made and Guarantee given, covered u/s 186(4) of the Companies Act, 2013

i Loan given and investment made are given under the respective head

ii Corporate Guarantee have been issued on behalf of subsidiary Companies, details of which are given in related party transactions above

Note - 19 Operating Lease

The Company has entered in to a non cancellable leasing agreements for Land and Infrastructure Facilities for a period between 30 to 60 years which are renewable by mutual consent on mutually agreeable terms. There is an escalation clause in the lease agreement during the lease period in line with expected general inflation. There are no restrictions imposed by lease arrangements and there are no sub leases. There are no contingent rents. Disclosures as required under Ind-AS 17 on “Lease” are given below: Future minimum Lease payments under non-cancellable operating lease:

Note - 20

Financial Risk Management Objective and Policies

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables and advances from Customers. The main purpose of these financial liabilities is to finance the Company’s operations, projects under implementation and to provide guarantees to support its operations. The Company’s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors, reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going purchase or continuous supply of steel plates. Therefore the Company monitors its purchases closely to optimise the price.

Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and advances to suppliers) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity risk

Liquidity risk is the risk that the Company will face in meeting its obligation asscoiated with its financial liabilities. The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank Overdrafts, Letter of Credit and Working Capital Limits.

Note - 21

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note - 22

Post Reporting Events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

Note - 23

Authorisation of Financial Statements

The financial statements for the year ended March 31, 2018 were approved by the Board of Directors on April 23, 2018. The Management and authorities have the power to amend the Financial Statements in accordance with section 130 and 131 of The Companies Act, 2013.

Note - 24

Previous year figures have been regrouped and rearranged, wherever necessary to make them comparable with those of the current year.

---

Mar 31, 2017

Note - 1

General Information

Reliance Defence and Engineering Limited (“RDEL” or “the Company”) is a company limited by shares, incorporated and domiciled in India. The registered office of the company is located at Pipavav Port, Post Ucchaya, Via- Rajula, District Amreli (Gujarat) and listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The name of the Company got changed from Pipavav Defence and Offshore Engineering Company Limited during the financial year 2015-16 and fresh certificate of incorporation was issued by the Ministry of Corporate Affairs (MCA), Government of India on March 3, 2016. The Company is mainly engaged in the construction of vessels, repairs and refits of ships and rigs and heavy engineering. RDEL has a large shipbuilding/repair infrastructure in India including the largest Dry Dock in the world. The Company is the first private sector Company in India to obtain the licence and contract to build Naval Offshore Patrol Vessels(NOPVs) for Indian Navy. The Shipyard has only moduler shipbuilding facility in India with capacity to build fully fabricated and outfitted blocks. The fabrication facility spread over 2.1 million sq ft has annual capacity of 144,000 tons/year. The shipyard has pre-erection berth of 980 meter length and 40 meters width and two Goliath cranes with combined lifting capacity of 1200 tonnes, besides outfitting berth length of 780 meters.

Note - 2

a) Long Term Borrowings (Note No. 15 to the Financial Statements)

As at March 31, 2017, the Company has overdue of Rs.8,403 Lacs (Previous Year: Rs.8,225.07 Lacs) and Rs.1 1,060.24 Lacs (Previous Year: Rs.4,402.83 Lacs) towards the principal and interest respectively

b) Short Term Borrowings (Note No. 19 to the Financial Statements)

As on March 31, 2017, the Company has overdue of Rs.Nil (Previous Year: Rs.703.93 Lacs) towards the principal.

3.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate:

Since the Company has incurred loss during the year 2016-17 and previous year 2015-16 and no tax is payable for these years as per provisions of Income Tax Act, 1961, the calculation of effective tax rate is not relevant and hence, not given.

3.2 The Company has recognised deferred tax assets on carry forward business losses as sufficient future taxable income will be available against which deferred tax assets can be realised considering its present order book and anticipated orders and opportunities in the defence sector as convincing evidences.

Note - 4

Trade Payables (MSME) (Note No. 20 to the Financial Statements)

Micro and Small Enterprises under the Micro and Small Enterprises Development Act, 2006 have been determined based on the information available with the Company and the required disclosures are given below:

5.1 Salary, wages and allowances includes remuneration paid to Executive Director of Rs.107.03 Lacs which is in excess of limits prescribed under section 198 and Schedule V of the Companies Act 2013. The Company has filed necessary application for approval of Central Government, which is awaited.

5.2 Employee Benefits

As per Ind AS-19 “Employee Benefits”, the disclosure of employee benefits as defined in the accounting standards are given below:

Defined Benefit Plan

The Employees Gratuity Fund Scheme, which is a defined benefit plan, is managed by a trust maintained with Life Insurance Corporation of India (LIC). The Company has made contribution to the above mentioned trust upto the financial year ended March 31, 2009 and thereafter no contributions have been made. The Employees Leave Encashment Scheme which is a defined benefit plan is unfunded.

The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

6.1 Pursuant to proposed refinance scheme and exit from CDR, as approved by members of the Company, existing loans upto Rs.655 Crores will be refinanced through issuance of Equity Shares of Rs.10 each at a premium of Rs.49.35 per equity shares. The effect of these potential shares on Earning Per Share are anti-dilutive and hence, they are not considered for the purpose of calculation of diluted earning per share.

Note - 7

Contingent Liabilities (Note no. 32 to the Financial Statements)

(No Cash Outflow is expected except as stated otherwise and not likely to have any material impact on financial position of the Company)

Note - 8

(Note no. 34 to the Financial Statements)

The Company has issued a Bond cum legal undertaking for Rs.64,400 Lacs (Previous Year: Rs.64,400 Lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs.15,300 Lacs (Previous Year : Rs.15,300 Lacs) as Security for compliance of applicable provisions of the Customs Act, 1 962 and the Excise Act, 1 944 for EOU unit, a bond cum legal undertaking for Rs.1 350 Lacs (Previous Year: Rs.1,350 Lacs) in favour of President of India acting through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act, 1 944.

Note - 9

(Note no. 35 to the Financial Statements)

The Company has received Twenty Four show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates alleged wrong availment of Cenvat/Customs Duty/ Service Tax Credit on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/ documents and some procedural non-compliances. The Company does not forsee any losses on this account.

Note - 10

(Note no. 36 to the Financial Statements)

The carrying amount of Assets and Liabilities is resonably approximate to its fair value. In the opinion of the Management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

Note - 11

Segment Reporting (Note no. 37 to the Financial Statements)

A. Segment information as per Ind AS - 108 on Operating Segment :

Information provided in respect of revenue items for the year ended March 31, 2017 and in respect of assets/liabilities as at March 31, 2017.

I The risk - return profile of the Company’s business is determined predominantly by the nature of its products. The Company is engaged in the business of Shipbuilding, Repair and Fabrication. Further based on the organisational structure, internal management reporting system, nature of production process and infrastructure facilities used, there are no separate reportable segments.

II Information about Secondary Segment :

Geographical Segment :

III Revenue from Major Customers :

Revenue from operations include Rs.49,545.55 Lacs (Previous Year: Rs.28,463.43 Lacs from three customers (Previous Year: three customers) having more than 10% revenue of total revenue

Note - 12

Related Party Disclosures (Note no. 38 to the Financial Statements)

a) List of Related parties

1 Subsidiary Companies

E Complex Private Limited

Reliance Marine and Offshore Limited

Reliance Lighter Than Air Systems Private Limited

Reliance Technologies and Systems Private Limited

Reliance Engineering and Defence Services Limited

PDOC Pte. Ltd.

2 Associates

Reliance Defence Systems Private Limited

Reliance Infrastructure Limited

SKIL Infrastructure Limited

Conceptia Software Technologies Private Limited

3 Key Managerial Personnel

Mr. Harisimran Singh Malhi (up to 31.03.2017)

Mr. Sridahr Krishnamurthy (upto 15.10.2016)

Mr. Madan Pendse (w.e.f. 17.10.2016)

Mr. Ajit Dabholakar

b) Terms and Conditions of transactions with related parties

The Transactions with related parties are at arm’s length price and in the ordinary course of business. Outstanding balances at the year-end are unsecured and interest have been accounted on market rate except the advances, which is merely reimbursment of expenses. This assessment is undertaken at each financial year through examining the financial position of the related party and the market in which the related party operates.

Note - 13

(Note no. 39 to the Financial Statements)

Details of loans given, investment made and Guarantees given, covered u/s 186(4) of the Companies Act, 2013

I Loans given and investment made are given under the respective heads

II Corporate Guarantees have been issued on behalf of subsidiary companies, details of which are given in related party transactions above.

Note - 14

Financial and Other Derivative Instruments (Note no. 40 to the Financial Statements)

a Derivative contracts entered into by the Company and outstanding are as under:

b All derivative and financial instruments acquired by the company are for hedging purpose only, c Foreign currency exposures that are not hedged by derivative instruments or forward contracts are:

Note - 15

Operating Lease (Note no. 41 to the Financial Statements)

The Company has entered in to a non cancellable leasing agreements for Land and Infrastructure Facilities for a period between 30 to 60 years which are renewable by mutual consent on mutually agreeable terms. There is an escalation clause in the lease agreement during the lease period in line with expected general inflation. There are no restrictions imposed by lease arrangements and there are no sub leases. There are no contingent rents. Disclosures as required under Ind-AS 17 on “Lease” are given below:

Note - 16

Financial Risk Management Obejective and Policies (Note no. 42 to the Financial Statements)

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables and advances from Customers. The main purpose of these financial liabilities is to finance the Company’s operations, projects under implementation and to provide guarantees to support its operations. The Company’s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to realise in future.

Foreign Risk Sentivity

The following table demonstrates the sensitivity in USD to Indian Rupees with all other Variable held constant. The effect on loss before tax due to foreign exchange rate fluctuation:

Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going purchase or continuous supply of steel plates. Therefore the Company monitors its purchases closely to optimise the price.

Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and advances to suppliers) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, Letter of Credit and working capital limits.

Note - 17

Capital Management (Note no. 43 to the Financial Statements)

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note - 18

Post Reporting Events (Note no. 45 to the Financial Statements)

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

Note - 19

Authorisation of Financial Statements (Note no. 46 to the Financial Statements)

The financial statements for the year ended March 31, 2017 were approved by the Board of Directors on April 11, 2017

Note - 20

(Note no. 47 to the Financial Statements)

The Management and authorities have the power to amend the Financial Statements in accordance with section 130 and 131 of The Companies Act, 2013.

Note - 21

(Note no. 48 to the Financial Statements)

Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year.

---

Mar 31, 2016

1 The Company has issued a Bond cum legal undertaking for Rs.64,400 lacs (Previous Year: Rs.44,400 lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs.1 5,300 lacs (Previous year : Rs.15,300 lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit, a bond cum legal undertaking for Rs.1350.00 lacs (Previous Year: Rs.1,350.00 lacs) in favour of President of India acting through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act, 1944.

2. The Company has received twenty one show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to alleged wrong availment of Cenvat/Customs Duty/Service Tax Credit on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The Company does not forsee any losses on this account.

3. In the opinion of the Management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

4 Related Party Disclosures:

a) List of Related parties

1 Subsidiary Companies

E Complex Private Limited

Reliance Marine and Offshore Limited (formerly Pipavav Marine and Offshore Limited)

Reliance Lighter Than Air Systems Private Limited (formerly Pipavav Lighter Than Air Systems Private Limited)

Reliance Technologies and Systems Private Limited (formerly Pipavav Technologies and Systems Private Limited)

Reliance Engineering and Defence Services Limited (formerly Pipavav Engineering and Defence Services Limited) PDOC Pte. Ltd.

2 Associates

Reliance Defence Systems Private Limited (w.e.f. 18.01.2016)

Reliance Infrastructure Limited (w.e.f. 18.01.2016)

SKIL Infrastructure Limited

Conceptia Software Technologies Private Limited

3 Person having control over investing party Mr. Anil D. Ambani (w.e.f. 18.01.2016)

4 Key Managerial Personnel

Mr. Harisimran Singh Malhi (w.e.f. 18.01.2016)

Mr. Sridhar Krishnamurthy (w.e.f. 18.01.2016)

Mr. Ajit Dabholkar

Mr. Nikhil P. Gandhi (up to 18.01.2016)

Mr. Bhavesh P. Gandhi (up to 18.01.2016)

5 Enterprises in which persons mentioned in point 3 and 4 above or their relatives are able to exercise significant influence (Other Related Parties)

Reliance General Insurance Company Limited (w.e.f 18.01.2016)

Reliance Communication Infra Limited (w.e.f 18.01.2016)

Sasan Power Limited (w.e.f 18.01.2016)

SKIL Shipyard Holdings Private Limited

Awaita Properties Private Limited (up to 18.01.2016)

b) Terms and Conditions of transactions with related parties

The transactions with related parties are at arm''s length price and in the ordinary course of business. Outstanding balances at the year end are unsecured and interest have been accounted on market rate except the advances, which is merely reimbursement of expenses. This assessment is undertaken at each financial year through examining the financial position of the related party and the market in which the related party operates.

5. Operating Lease:

The Company has entered in to a non cancellable leasing agreements for Land and Infrastructure Facilities for a period of 30 years which are renewable by mutual consent on mutually agreeable terms. There is an escalation clause in the lease agreement during the lease period in line with expected general inflation. There are no restrictions imposed by lease arrangements and there are no sub leases. There are no contingent rents. Disclosures as required under Ind-AS 17 on "Lease" are given below:

6 Financial Risk Management Objective and Policies: The

Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables and advances from Customers. The main purpose of these financial liabilities is to finance the Company''s operations, projects under implementation and to provide guarantees to support its operations. The Company''s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions that are expected to realise in future.

Commodity Price Risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going purchase or continuous supply of steel plates. Therefore the Company monitors its purchases closely to optimise the price.

Credit Risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and advances to suppliers) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial Instruments and Cash Deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity Risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, Letter of Credit and working capital limits.

7 Capital Management:

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

8 Post Reporting Events:

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

9 Authorisation of Financial Statements:

The financial statements for the year ended March 31, 2016 were approved by the Board of Directors on May 14, 2016

10 The management and authorities have the power to amend the Financial Statements in accordance with Section 130 and 131 of The Companies Act, 2013.

11 First Time Adoption of Ind-AS:

Pursuant to the Companies (Indian Accounting Standard) Rules, 2015, the Company has voluntarily adopted March 31, 2016 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) and consequently April 1, 2014 as the transition date for preparation of financial statements. The financial statements for the year ended March 31, 2016, are the first financials, prepared in accordance with Ind-AS. Upto the Financial year ended March 31, 2015, the Company prepared its financial statements in accordance with previous GAAP, including accounting standards notified under the Companies (Accounting Standard) Rule, 2006. For preparing these financial statements, opening balance sheet was prepared as at April 1, 2014 i.e. the date of transition to Ind-AS. The figures for the previous periods and for the year ended March 31, 2015 have been restated, regrouped and reclassified, wherever required to comply with Ind-AS and Schedule III to the Companies Act, 2013 and to make them comparable.

III Notes to the reconciliation

i. Property, Plant and Equipment

The Company has as at the date of transition elected to measure Plant and Equipments under property, plant and equipment at fair value as deemed cost. Consequently, depreciation for the financial year 2014 - 15 has been recomputed on the deemed cost as at transition date.

ii Consequent to the early adoption of Ind-AS, the Company undertook a detailed evaluation of its Non-current assets, trade receivables, other current assets and current liabilities and provisions under Indian GAAP as at the date of transition being April 1, 2014. These assets and liabilities were assessed for future economic benefits expected to flow to the Company or collection or payment expected over the period of time in accordance with Ind-AS principals. Ind- AS requires measurement of provision for bad and doubtful debts to be determined with reference to the expected credit loss model. Such assets and liabilities, based on evaluation, have been measured at the present value discounted at effective interest rate and adjusted to other reserve as at transition date. Accordingly, the Company has made appropriate adjustment on the transition date.

iii Under previous GAAP, the Company has not presented Other Comprehensive Income (OCI) separately. Hence, the Statement of Profit and Loss under previous GAAP has been reconciled with profit and loss statement and total other comprehensive income as per Ind - AS.

iv Previous GAAP required recognition of deferred tax using the income statement approach; however, Ind-AS requires the Company to recognise deferred tax using the balance sheet approach. The effect on account of application of Ind-AS has been duly accounted.

v In the preparation of these Ind-AS Financial Statements, the Company has made several presentation differences between previous GAAP and Ind-AS. These differences have no impact on reported profit or total equity. Accordingly, some assets and liabilities have been reclassified into another line item under Ind-AS at the date of transition. Further, in these Financial Statements, some line items are described differently under Ind-AS compared to previous GAAP, although the assets and liabilities included in these line items are unaffected.

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Mar 31, 2015

1.Terms and Rights attached to Equity Shares

The Company has only one class of Equity Share having par value of ' 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the company, the equity share holders will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

2. Rs. The Company had availed various secured financial facilities from the banks and financial institutions ("the Lenders").

3. The lenders led by IDBI Bank had through Joint Lenders' Forum (JLF) referred the Debt Restructuring Scheme ('Restructuring Scheme') of the Company to Corporate Debt Restructuring Cell ("CDR Cell"). The Restructuring Scheme was subsequently approved by CDR Cell on 18th March 2015 and communicated vide Letter of Approval (LOA) dated 27th March 2015. The Cut Off Date as per Restructuring Scheme is 1st July 2014 ('COD'). The Company and the Lenders who are members of the CDR forum ('CDR Lenders') have executed Master Restructuring Agreement ('MRA') dated March 30, 2015, by virtue of which the credit facilities extended by the CDR Lenders stand restructured and these restructured facilities are gov- erned by the provisions stipulated in the MRA. For all the loans restructured under the terms of MRA, creation/extension of security is under process. The Restructuring scheme has been implemented as at 31st March 2015 with effect from the COD.

4. The key features of the Restructuring Scheme are as follows:

i) Restructuring of Working Capital facilities:

* Overdue portion of the working capital facilities converted into working capital term loan (WCTL).

* Interest moratorium ofi yearfrom the COD on the fund based working capital facilities. During the interest moratorium period, the interest will accrue and will be converted into funded interest term loan (FITL).

* Reduced margin requirements for non-fund based working capital facilities as well as reduction of commission applicable on the same.

* Fresh working capital facilities sanctioned as per projected requirement for 1 year, to be renewed/reassessed on a yearly basis thereafter. The terms for these fresh working capital facilities shall be in line with the other restructured working capital facilities.

ii) Restructuring of Rupee Term Loans (RTL) and Short Term Loans (STL):

* Principal repayment moratorium for 3 years from the COD and thereafter repayment to be made in 28 structured quarterly installments.

* For term loans and short term loans relating to ongoing capex program, interest during construction period to be fi- nanced by the respective lenders up to July, 2016 and 5 months of interest moratorium thereafter, which will also be converted into FITL.

* Forothertermloans,interestmoratoriumfor2yearsfrom theCOD.

* Fresh term loans sanctioned as required for completion of the ongoing capex program. The terms for these fresh term loans shall be in line with the terms applicable for existing term loans for the ongoing capex program.

iii) Working Capital Term Loans (WCTL) - created out of irregular/overdue portion of working capital facilities

* Principal repayment moratorium for 3 years from the COD and thereafter repayment to be made in 28 structured quarterly installments.

* Interest moratorium up to 31st March, 2017.

iv) Funded Interest Term Loan (FITL) - accrued interest during interest moratorium period on the above facilities

* Principal repayment to be made in 28 structured quarterly installments commencing from quarter ending on 30th September, 2017.

* Out of Total FITL facility amounting to an estimated amount of ' 86,212 lacs, an amount aggregating to Rs. 25,000 lacs is proposed to be converted into equity shares before 30th June 2017. The pricing shall be calculated as per SEBI formula and issue will be subject to approval of members of the Company.

v) Interest Rate:

For fund based working capital facilities, RTL, FITL and WCTL: Floating interest rate of IDBI base rate plus 75 bps i.e. currently 11.00% shall be applicable for the initial period of 3 years from the COD and thereafter the interest rate shall be revised to IDBI base rate plus 325 bps i.e. currently 13.50%.

vi) Promoter's contribution of Rs. 16,600 lacs to be infused in the Company as per the CDR norms for restructuring of the credit facilities as stipulated in the MRA and further Rs. 17,648.47 lacs to be brought by promoters towards equity margin towards financing of the ongoing Capex program to maintain stipulated debt-equity ratio for the project.

5. In terms of the Master Restructuring Agreement entered with certain lenders of the Company for Debt Restructuring, each of those Lenders has a right of recompense as per extant guidelines of CDR for the reliefs and sacrifices extended by them. The amount of recompense being depending on various matters cannot be ascertained as on March 31, 2015.

6. Secured Term loans as referred to above and Rs. 7,956.95 lacs included in current maturities of long term debt in note no. 10 are secured/to be secured as under:

i) Rs. 457,004.42 lacs havingfirst pari passu charge by way of mortgage over leasehold rights on 124.1199 hectares of land belong- ing to E-Complex Private Limited and on sub-leasehold rights on 10.5 hectares of land belonging to Gujarat Maritime Board.

ii) Rs. 487,956.61 lacs having first pari passu charge and mortgage on all the immovable properties; hypothecation of all movable properties of the Company and on all the intangible assets of the Company; both present and future.

iii) Rs. 457,004.42 lacs having second pari passu charge by way of hypothecation of all the current assets (including all receivables and inventories); both present and future.

7. Secured Term loans as referred to above and Rs. 7,956.95 lacs included in current maturities of long term debt in note no. 10 are further secured/to be secured as:

i) Corporate Guarantee of SKIL Infrastructure Limited and personal guarantee of some ofthe Directors ofthe Company.

ii) Pledge of 12,27,55,500 equity shares of the Company held by SKIL Infrastructure Limited (SKIL); 2,23,49,494 equity shares of the Company held by Grevek Investments and Finance Pvt Ltd (Grevek) and 1 equity share of the Company held by SKIL Shipyard Holdings Private Limited (SSHPL). Further, SKIL, Grevek and SSHPL are required to pledge their remaining shareholdings in the Company, which are currently pledged in favour of lenders of promoters group, to the CDR Lenders upon release of such charge.

iii) Rs. 457,004.42 lacs by way of Pledge of entire shareholding i.e. 2,17,09,327 equity shares of E-Complex Private Limited held by the Company.

8. Lenders in respect of secured loans aggregating to Rs. 457,004.42 lacs have right to convert entire part of defaulted principal and interest into Equity shares upon occurrence of events of default in the manner provided in the MRA.

9. Secured Rupee Term Loan of Rs. 30,000.00 lacs are repayable in 24 quarterly structured installment starting from June 30, 2019 to March 31, 2025, Rs. 12,500.00 lacs in 28 quarterly structured installment starting from September 30, 2017 to June 30, 2024, Rs. 9,271.32 lacs in 40 quarterly structured installments starting from August 31, 2005 to February 28, 2017 and Rs. 400.00 lacs in 40 quarterly structured installments starting from September 30, 2005 to March 30, 2015.

10. All the Secured Rupee Term Loan carry an interest rate of 11% except loan of Rs. 9,271.32 lacs which carry an interest rate of 13.50%.

11. Secured Foreign Currency Term Loan a referred above including Rs. 425.62 lacs included in Current Maturities of Long Term Debts in note 10 carry an interest rate of 2.57% and repayble in 11 yearly structured installment starting from February 01, 2016 to February 01, 2026.

12. Unsecured Foreign Currency Term Loan :

i) Unsecured Foreign Currency Term Loan as referred above including Rs. 2,098.33 lacs included in Current Maturities of Long Term Debts in note no. 10 is secured by way of Mortgage of Property at Mahal Mira, Pen Taluka, Raigad admeasuring 10,89,3000 sq.feet owned by other Corporates. The above loan is further secured by Corporate Guarantee of SKIL Infrastructure Limited and some of the directors of the Company.

ii) The above unsecured loan cary an interest rate of 6.57% and repayable in 30 monthly structured installments starting from May 31, 2015 to October 31, 2017

13. The maturity profile, period and amount of installments of Term Loans as referred above including current maturities of long term debt of Rs. 10,055.28 Lacs referred to in note no. 10 are as under:

Rs.in Lacs

14. Vehicle Loans referred to above including Rs. 24.56 lacs included in current maturities of long term debts in note no. 10 are secured by the Hypothecation of the specific vehicles financed. The loans are repayable in monthly equated installments (including interest) as per repayment schedule starting from July 01, 2012 to March 15, 2021.

15. Terms and Conditions for Loans from Related Parties:

The above unsecured loans from related parties carry an interest rate of 12.00% and include Rs. 15,750 lacs & Rs. 292.17 lacs repayable after 15 months by way of bullet payments from the date of first disbursement i.e. March 23, 2015 and March 24, 2015 respectively.

16. AS at March 31st, 2015, the Company has overdue of Rs. 5,531-33 lacs (Previous Year: Rs. 4,873.28 lacs) and Rs. 1,982.49 lacs (Previous Year: Rs. 5,679.44 lacs) towards the principal and interest respectively, out of which Rs. 1,097.07 lacs has since been paid.

17. The above working capital loans from banks are secured / to be secured by way of:

i) First pari passu charge by way of hypothecation of all the current assets (including all receivables and inventories); both present and future.

ii) Second pari passu charge by way of mortgage over leasehold rights on 124.1199 hectares of land belonging to E-complex

Private Limited and on sub-leasehold rights on 10.5 hectares of land belonging to Gujarat Maritime Board.

iii) Second pari passu charge and mortgage on all the immovable properties and hypothecation of all movable properties of the Company; both present and future.

18. The above working capital loans from banks are further secured / to be secured by :

i) Corporate Guarantee of SKIL Infrastructure Limited and personal guarantee of some of the Directors of the Company.

ii) Pledge of 12,27,55,500 equity shares of the Company held by SKIL Infrastructure Limited (SKIL); 2,23,49,494 equity shares of the Company held by Grevek Investments and Finance Pvt Ltd (Grevek) and 1 equity share of the Company held by SKIL Shipyard Holdings Private Limited (SSHPL). Further, SKIL, Grevek and SSHPL are required to pledge their remaining share- holdings in the Company, which are currently pledged in favour of lenders of promoters group, to the CDR Lenders upon release of such charge.

iii) Pledge of entire shareholding i.e. 2,17,09,327 equity shares of E-Complex Private Limited held by the Company.

19. As on March 31st, 2015, the Company has overdue of Rs. NIL (Previous Year: Rs. 26,618.91 lacs) and Rs. NIL (Previous Year: Rs. 879.12 lacs) towards the principal and interest respectively

20. The Leasehold Land and Development represents the lease premium and the cost incurred for reclaiming, development and strengthening of the Land.

21. Buildings and Plant & equipments are constructed / installed on leasehold land.

22. In accordance with the Accounting Standard (AS - 28) on "Impairment of Assets", the Management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the year.

23. Additions in the Plant and Equipments include interest and financial charges of Rs. 5,274.70 lacs (Previous Year Rs. NIL).

24. The amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than section 115JB, in next ten years. Based on the future projection of the performances, the Company is expected to pay the Income Tax as per provisions, other than under section 115JB, of the Act. Accordingly, as advised in Guidance Note on "Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961" issued by The Institute of Chartered Accountants of India, Rs. Nil (Previous Year: Rs. 587.31 lacs) being the excess of tax payable under section 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of Profit and Loss. The aggregate MAT credit entitlement available to the Company as on March 31st, 2015 is Rs. 3,338.18 lacs (Previous Year:Rs. 3,343.69 lacs) net of reversal of excess provision of Rs. 5.51 lacs (Previous Year: Rs. 0.79 lacs) made in previous years.

25. In accordance with Clause 32 of the Listing Agreement the details of loans and advances in the nature of loan are as under:

i) To E Complex Private Limited, Subsidiary Company, maximum balance during the year was Rs. 6,906.02 lacs (PreviousYear: 6,887.24 lacs)

ii) E Complex Private Limited has not invested in shares of the company.

iii) Loans to employee and reimbursement of expenses are not considered for this clause.

26. As per the communication letter no. SY-12018/1/2007-SBR (VOL-VI) dt.18.11.2013 of Ministry of Shipping relating to the shipbuilding subsidy, the subsidy would be available in respect of Ships that are technically certified as built (as per the contract specifications) and other requisite documents are submitted before 31st January,2014,. The technical survey for this certification is undertaken on or around delivery of the ship.The Shipyard Association of lndia('SAI')hasalreadyrepresentedtothe Ministry of Shipping, Govt, of India ('MoS') for extension of the said date. The Company is of the view that the MoS may extend the said date consideringSAI's representation. The Company believes that the subsidy would befully receivable on ships for which orders were received prior to expiry of the shipbuilding subsidy scheme. As such the Company has not reversed the subsidy receivable aggregating to ' 7,830.04 lacs recognised on the ships which are delivered post March 2014 or yet to be delivered but for which orders were received prior to expiry of the shipbuilding subsidy scheme.

27. Salary, wages and allowances includes remuneration to Executive Vice Chairman of Rs. 385.92 lacs (Previous Year: Rs. 257.28 lacs) which is subject to requisite approvals and procedure.

28. Defined Benefit Plan

The Employees Gratuity Fund Scheme, which is a defined benefit plan, is managed by a trust maintained with Life Insurance Corporation of India (LIC). The Company has made contribution to the above mentioned trust upto the financial year ended 31st March, 2009 and thereafter no contributions have been made. The Employees Leave Encashment Scheme which is a defined benefit plan is unfunded.

The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

29.

CONTINGENT LIABILITIES AND COMMITMENTS

CONTINGENT LIABILITIES

(No Cash Outflow is expected except as stated otherwise)

Rs.in Lacs

Sr. Particulars 2014-2015 2013-2014 No

a) Guarantees given by Company's Bankers

i) RefundBankGuaranteesgiventocustomers (Netofliabilities 118,058.60 98,396.32 accounted for)

ii) Other Bank Guarantees 42,026.74 27,358.84

(Bank Guarantees are provided under Contractual/ Legal obligations.)

b) Corporate Guarantee 52,885.20 52,677.69

(Given to Banks, Financial Institutions and Body Corporates for credit facilities taken by subsidiary companies)

c) Demands not acknowledged as Debts

i) IncomeTax 187.71 4,190.54

(The Company has Advance Tax/TDS Credit of Rs. 58.81 Lacs (P.Y.

1,557-10 lacs) against the total demand)

ii) ServiceTax,ExciseDutyandSalesTax 5,871.19 2,438.36

(Relates to disallowance of CENVAT Credit and Vat Credit taken by the Company)

iii) Third Party Claims 10,680.66 4,883.98

(Relates to demands raised by vendors, refund receivable from banks and penalties to customers)

d) Letters of Credit opened infavour of suppliers 5,019.79 4,272.03

(Cash Flow is expected on receipt of materials from suppliers)

30. COMMITMENTS

a) Estimated amount of contracts remaining to be executed on Capital 68,342.68 116,062.80 Accounts and not provided for (Net ofAdvances).

(Cash flow is expected on execution of such Capital Contracts on progressive basis)

b) Other Commitments 2,463.74 802.24

(for investment in the Associates and Joint Venture)

31. The Company has issued a Bond cum legal undertaking for Rs. 44,400 lacs (Previous Year: Rs. 44,400 lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up an SEZ unitfor availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs.15,300 lacs (Previous Year: Rs. 15,300 lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit, a bond cum legal undertaking for Rs. 1350.00 lacs (Previous Year: 1,350.00 lacs) in favour of President of India acting through D.R.I. Ahmedabad, Zonal Unit as security of compliance under Central Excise Act 1944.

32. The Company has received Sixteen show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to wrong availment of Cenvat/Customs Duty/Service Tax Credit on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The Company does not forsee any losses on this account.

33. In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

34 Cenvat/Vat recoverable represents the Cenvat/Vat/Central Sales Tax paid on the purchase of goods and services for the project and operations. Management is of the opinion that such amounts are recoverable. Any unrealised amounts will be added back to the cost of the project or charged off to the statement of profit and loss, as the case may be in the year of settlement.

B Segment Identification, Reportable Segments and definition of each segment:

35. Primary / Secondary Segment Reporting Format:

The risk - return profile of the Company's business is determined predominantly by the nature of its products. Accordingly, the business segment constitute the Primary Segments for disclosure of segment information.

36. Reportable Segments:

Segments have been identified based on the organisational structure, internal management reporting system, nature of production process and infrastructure facilities used.

37. Segment Composition:

Ship building and Fabrication includes shipbuilding, block manufacturing, ship and rig repairs, fabrication etc. at its SEZ and EOU units situated at Pipavav, Gujarat.

Trading includes steel trading activities.

38 RELATED PARTY DISCLOSURES

a) List of Related parties

1 Subsidiary Companies

PDOC Pte. Ltd.

E Complex Private Limited Pipavav Marine and Offshore Limited Pipavav LighterThanAirSystems Private Limited PipavavTechnologies and Systems Private Limited (w.e.f. Februaryio, 2015)

Pipavav Engineering and Defence Services Limited (w.e.f. October 01, 2014)

2 Associates

SKIL Infrastructure Limited

Conceptia Software Technologies Private Limited

3 Key Managerial Personnel

Mr. Nikhil P. Gandhi

Mr. Bhavesh P. Gandhi

4 Enterprises in which key managerial personnel or their relatives are able to exercise significant influence (Other Related Party)

SKILShipyard Holdings Private Limited

Awaita Properties Private Limited

Grevek investments and Finance private Limited

39. Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year.

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Mar 31, 2014

1 CONTINGENT LIABILITIES

(No Cash Outflow is expected except as stated otherwise)

Rs. in Lacs

Sr. Particulars 2013 - 2014 2012 - 2013 No.

(a) Guarantees given by Company''s Bankers

(i) Refund Bank Guarantees given to customers (Net of liabilities accounted for) 98,396.32 114,943.76

(ii) Other Bank Guarantees 27,358.84 28,917.31 (Bank Guarantees are provided under Contractual/Legal obligations.)

(b) Corporate Guarantee 52,677.69 —

(Given to Banks, Financial Institutions and Body Corporates for credit facilities taken by subsidiary companies)

(c) Demands not acknowledged as Debts

(i) Income Tax 4,190.54 1,165.21 (The Company has Advance Tax/TDS Credit of Rs. 1,557.10 Lacs (P.Y. Rs. 321.51 Lacs) against the total demand)

(ii) Service Tax, Excise Duty and Vat 2,438.36 2,327.88 (Relates to disallowance of CENVAT Credit and Vat Credit taken by the Company)

(iii) Third Party Claims 4,883.98 5,148.62 (Relates to demands raised by vendors)

(d) Letters of Credit opened in favour of suppliers 4,272.03 7,189.04 (Cash Flow is expected on receipt of materials from suppliers)

2 COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on Capital Accounts and not provided for (Net of Advances). 116,062.80 27,548.11

(Cash flow is expected on execution of such Capital Contracts on progressive basis)

(b) Other Commitments 802.24 802.24 (for investment in an Associate and Joint Venture)

Note - 3

The Company has issued a Bond cum legal undertaking for Rs. 44,400 Lacs (Previous Year: Rs. 44,400 Lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up an SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs. 15,300 Lacs (Previous Year : Rs. 15,300 Lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit.

Note - 4

The Company has received Twenty-two show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to wrong availment of Cenvat/Customs Duty/Service Tax Credit availed on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The Company does not forsee any losses on this account.

Note - 5

Cenvat/Vat recoverable represents the Cenvat/Vat/Central Sales Tax paid on the purchase of goods and services for the project and operations. The Company has been legally advised that such amounts are recoverable. Any unrealised amounts will be added back to the cost of the project or charged off to the statement of profit and loss, as the case may be in the year of settlement. The Company has been further advised that the construction of dry dock and revenue from fabrication at its sites are exempted from Service Tax and Excise Duty.

Note - 6

In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

Note - 7

Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year.

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Mar 31, 2013

1.1 As per the Guidelines for the Shipbuilding Subsidy issued by the Government of India on March 25, 2009, the Company is eligible for subsidy at the rate of 30% of the contract price, in respect of the export order received for vessels for which the contracts with the customers were signed on or before August 14, 2007. Accordingly Government Subsidy ofRs. 5,360.02 Lacs for the year ended March 31, 2013 (Previous YearRs. 12,753.54 Lacs) has been recognised as revenue including in respect of Ships under construction on proportionate completion basis.

1.2 The Company has order for building several panamax sister vessels. The Company has initiated arbitration proceedings as per terms of contract for four panamax vessels & subsequently, the Company has received alleged cancellation notices for these vessels. The Company is of the view that it has a strong case. However, since most of the panamax vessels are sister vessels, the Company can deliver these vessels against orders for balance panamax vessels. Therefore the Company continues to recognise the revenue on these vessels and during the year the Company has recognised revenue ofRs. 17,761.95 Lacs (Previous Year: Rs. 29,047.63 Lacs) on these vessels and subsidy of Rs. 5,328.58 Lacs (Previous Year: Rs. 8,714.29 Lacs).

1.3 In pursuance of the re-negotiation of certain contracts the customer agreed to forgo advances given by them and, accordingly the company has accounted Rs. 6,336.59 Lacs (Previous Year: NIL) as other operating revenue.

Note - 2

CONTINGENT LIABILITIES AND COMMITMENTS

2.1 CONTINGENT LIABILITIES

(No Cash Outflow is expected except stated otherwise)

in lacs

a) Guarantees given by Company''s Bankers

i) Refund Bank Guarantees given to customers 114,943.76 106,819.04 (Net of liabilities accounted for)

ii) Other Bank Guarantees 28,917.31 22,842.57 Bank Guarantees are provided under Contractual/ Legal obligations.)

b) Demands not acknowledged as Debts

i) Income Tax 1,165.21 1,116.81

(The Company has deposited under protest Rs. 321.51 Lacs (Previous YearRs. 321.51 Lacs) out of total demand)

ii) Service Tax, Excise Duty and VAT 2,327.88 71.83

(Relates to disallowance of CENVAT Credit and VAT Credit taken by the Company)

iii) Third Party Claims 5,148.62 220.35

(Relates to demands raised by endors

c) Letters of Credit opened in favour of suppliers 7,189.04 1,308.97

(Cash Flow is expected on receipt of materials from suppliers)

2.2 COMMITMENTS

a) Estimated amount of contracts remaining to be executed on Capital 27,548.11 91,862.47 Accounts and not provided for (Net of Advances).

(Cash flow is expected on execution of such Capital Contracts on progressive basis)

b) Other Commitments (for investment in an Associate and Joint Venture) 802.24 159.24

Note - 3

The Company has issued, a Bond cum legal undertaking for Rs. 44,400 Lacs (Previous Year: Rs. 44,400 Lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum ofRs. 15,300 Lacs (Previous Year: Rs. 15,300 Lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit.

Note - 4

The Company has received Nineteen show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to wrong availment of Cenvat/ Customs Duty/Service Tax Credit availed on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The company does not forsee any losses on this account.

Note - 5

In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

Note - 6

SEGMENT REPORTING

A. Segment information as per Accounting Standard - 17 on Segment Reporting :

Information provided in respect of revenue items for the year ended March 31, 2013 and in respect of assets / liabilities as at March 31, 2013.

Note - 7

RELATED PARTY DISCLOSURES

a) List of Related parties

1. Subsidiary Company

PDOC Pte. Ltd. (from September 05, 2012)

E Complex Private Limited

Pipavav Marine & Offshore Limited (from February 18, 2013)

2. Associates

SKIL Infrastructure Limited

Conceptia Software Technologies P. Ltd.

3. Key Managerial Personnel Mr. Nikhil P. Gandhi

Mr. Bhavesh P. Gandhi

Mr. Praveen Mohnot (w.e.f. June 01, 2012)

Mr. Jigar Shah (upto May 30, 2012)

4. Enterprises in which key managerial personnel or their relatives are able to exercise significant influence (Other Related Parties)

Grevek Investments and Finance Private Limited Awaita Properties Private Limited

Note - 8

On October 12, 2011 the Income Tax authorities carried out search and seizure operations at the Company premises. The Company has filed revised return u/s 153A of the Income Tax Act, 1961. Given the information provided so far and the investigation carried out at the time of this operation, the Company believes that there will be no material tax liability. The amount of tax liability, if any shall be determined upon completion of the assessment by the Tax Authorities.

Note - 9

Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year

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Mar 31, 2012

1.1 Reserved Shares

The Convertible Share Warrant Holders have the option to convert their share warrants into 2,05,00,000 Equity Shares (Previous Year 2,52,21,612) of Rs. 10/- each at the terms and conditions as referred in note no. 4.2

1.2 Terms and Rights attached to Equity Shares

The Company has only one class of Equity Share having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

Note - 2

MONIES RECEIVED AGAINST CONVERTIBLE SHARE WARRANTS

2.1 2,52,21,612 Convertible Share Warrants were issued by the Company in the Financial Year 2010-11 on preferential basis to one of the promoter Company. Subsequently on the due date warrant holder didn't exercise the option against said warrants, accordingly Rs. 6,254.96 Lacs being the amount received against these Convertible Share Warrants has been forfeited by the Company and credited to the Capital Reserve.

2.2 As approved by the Shareholders in the Annual General Meeting held on October 5, 2011, the Company has alloted 1,05,00,000 Convertible Warrants to individual investors and 1,00,00,000 Convertible Warrants to a promoter Group Company @ Rs. 78 each. Each Warrant is convertible into one fully paid-up equity share of the Company of Rs. 10 each at a premium of Rs. 68 per equity share at any time prior to 18 months from the date of allotment of warrants. Against the above warrants the Company has received Rs. 3,997.50 Lacs being 25% of the total consideration as at March 31, 2012, which has been fully utilised for the purpose for which they have been issued.

3.1 Rupee Term loan from Banks and Financial Institutions referred to above and Rs. 28,479.48 Lacs included in current maturities of long term debt in note no. 10 are secured as under:

i) Rs. 101,456.38 Lacs by way of First charge & mortgage on all the immovable properties, both present & future & hypothecation of all movable properties, both present and future.

ii) Rs. 5,500 Lacs by way of subservient charge on Fixed Assets, both present & future.

iii) Rs. 11,672.00 Lacs by way of subservient charge on Fixed Assets and Current Assets.

iv) Rs. 10,000 Lacs by way of first pari-passu charge on entire moveable and immoveable properties, both present & future, second pari-passu charge on Current Assets of the Company.

3.2 Repayment Terms:

i) The above Rupee Term Loans including Rs. 28,479.48 Lacs included in current maturities of Long Term Debts carry an interest rate ranging from 11.00% to 14.25%. Out of the above Rupee Term Loan Rs. 44,018.63 Lacs are repayable in 40 equal quarterly instalments commencing from 1st April 2010 to 1st January 2020, Rs. 20,535 Lacs in 40 quarterly structured instalments commencing from 31 August 2005 to 28th February 2017, Rs. 4,500 Lacs in 40 equal quarterly instalments commencing from 1st October 2009 to 1st July 2019, Rs. 30,777.75 Lacs in 36 equal quarterly instalments commencing from 1st April 2011 to 1st January 2020, Rs. 1,625 Lacs in 32 quarterly equal instalments commencing from 1st October 2010 to 1st July 2018 , Rs. 5,500 Lacs in 4 quarterly equal instalments commencing from 29th September 2012 to 29th June 2013, Rs. 11,672 Lacs in 6 quarterly equal instalments commencing from 1st July 2012 to 1st December 2013 and Rs. 10,000 Lacs in 20 equal half yearly instalments commencing from 20th February 2015 to 31 August 2024.

3.3 All Rupee Term Loans are guaranteed by a promoter group Company and rupee Term Loan of Rs. 1,11,456.38 Lacs are further secured by pledge of 133,999,994 shares of the Company held by the promoters.

3.4 Rupee Term Loans of Rs. 97,850.63 Lacs (Previous Year: Rs. 79,773.49 Lacs ) are also guaranteed by some of the directors in their personal capacities.

3.5 Lenders in respect of secured loans aggregating to Rs. 1,01,456.38 Lacs (Previous Year: Rs. 1,08,237.83 Lacs) have right to convert the loans at their option into fully paid-up equity shares of the Company if the Company is in default for a period more than what is specified in the respective loan agreements.

3.6 Vehicle Loans referred to above are secured by the hypothecation of the specific vehicles financed. The loans are repayable in monthly equal instalments (including interest) as per repayment schedule starting from 1st May, 2010 to 1st April, 2015.

3.7 As on March 31, 2012, the Company has overdue ofRs. 1,437.59 Lacs and Rs. 948.77 Lacs being the loan amount and interest thereon respectively.

4.1 Secured Loans from Banks referred to above includes:

i) Rs. 5,000 Lacs secured by way of first charge on the current assets of the Company and second charge on Fixed Assets of the Company.

ii) Rs. 20,000 Lacs secured by way of subservient charge on fixed assets and current assets of the Company both present and future.

iii) Rs. 20,000 Lacs secured by way of first pari-passu charge on fixed assets both present and future of the Company with existing lenders.

iv) Rs. 32,355.30 Lacs secured by way of first pari-passu charge on entire current assets of the Company, second pari-passu charge on the entire fixed assets of the Company.

v) Rs. 5,482.76 Lacs secured by way of hypothecation of stock and receivables.

vi) Rs. 2,529.88 Lacs secured by way of hypothecation of entire stock of raw materials, stock in process, finished goods, consumables, stores and spares, inward RR's/GR's receivables and all other current assets of the borrower on pari-passu basis with other consortium banks.

4.2 Secured loans of Rs. 42,500.21 Lacs are further guaranteed by a promoter group Company and some of the directors in their personal capacity.

4.3 As on March 31, 2012, the Company has overdue of Rs. 4,561.05 Lacs and Rs. 417.90 Lacs being the loan amount and interest thereon respectively.

4.4 In accordance with the Accounting Standard (AS - 28) on "Impairment of Assets" the Management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the year.

5.1 Cenvat / VAT recoverable represents the Cenvat/VAT/Central Sales Tax paid on the purchase of goods and services for the project and operations. The Company has been legally advised that such amounts are recoverable. Any unrealized amounts will be added back to the cost of the project or charged off to the statement of Profit and Loss, as the case may be in the year of settlement.

5.2 Presently the Company is liable to pay Minimum Alternate Tax (MAT) under section 115JB of the Income Tax Act, 1961 ("the Act") and the amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than section 115JB, in next ten years. Based on the future projection of the performances, the Company will be liable to pay the Income Tax as per provisions, other than under section 115JB, of the Act. Accordingly as advised in Guidance Note on "Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961" issued by The Institute of Chartered Accountants of India, Rs. 1,471.30 Lacs (Previous Year: Rs. 1,127.65 Lacs) being the excess of tax payable under section 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of Profit and Loss. The aggregate MAT credit entitlement available to the Company as on March 31, 2012 isRs. 2,091.44 Lacs. (Previous Year: Rs. 1,127.65 Lacs) net of reversal of excess provision of Rs. 507.51 Lacs made in previous year.

6.1 As per the Revised Guidelines for the Shipbuilding Subsidy issued by the Government of India on 25th March 2009, the Company is eligible for subsidy at the rate of 30% of the contract price, in respect of the export order received for vessels for which the contracts with the customers were signed on or before 14th August 2007. Accordingly Government Subsidy of Rs. 12,753.54 Lacs for the year ended March 31, 2012 (Previous Year Rs. 7,494.13 Lacs) has been recognised as revenue including in respect of Ships under construction on proportionate completion basis.

6.2 The Company has order for building several panamax sister vessels. The Company has initiated arbitration proceedings as per terms of contract for four panamax vessels & subsequently, the Company has received alleged cancellation notices for these vessels. The Company is of the view that it has a strong case. However, since most of the panamax vessels are sister vessels, the Company can deliver these vessels against orders for balance panamax vessels. Therefore the Company continues to recognise the revenue on these vessels and during the year the Company has recognised revenue of Rs. 29,047.63 Lacs (Previous Year: Rs. 9,792.32 Lacs) on these vessels and subsidy of Rs. 8,714.29 Lacs (Previous Year: Rs. 2,937.70 Lacs).

6.3 Employee Benefits

As per Accounting Standard 15 "Employee Benefits", the disclosure of employee benefits as defined in the accounting standards are given below:

7.1 CONTINGENT LIABILITIES

(No Cash Outflow is expected except stated otherwise)

Rs. in lacs

2011-2012 2010-2011

a) Guarantees given by Company's Bankers

i) Refund Bank Guarantees given to customers 14,815.31 17,539.84 (Net of liabilities accounted for)

ii) Other Bank Guarantees 22,842.57 9,065.85

(Bank Guarantees are provided under Contractual/ Legal obligations.)

b) Demands not acknowledged as Debts

i) Income Tax 1,116.81 397.32

(The Company has deposited under protest Rs. 321.51 Lacs (Previous Year Rs. 288.67 Lacs) out of total demand)

ii) Service Tax and Excise Duty 71.83 58.45 (Relates to disallowance of CENVAT Credit taken by the Company)

iii) Other Claims 220.35 192.10 (Relates to claims of suppliers and demand raised by vendor for Service Tax etc.)

c) Letters of Credit opened in favour of suppliers 1,308.97 23,388.51 (Cash Flow is expected on receipt of materials from Suppliers)

7.2 COMMITMENTS

a) Estimated amount of contracts remaining to be executed on Capital 91,862.47 3,377.20 Accounts and not provided for (Net of Advances). (Cash flow is expected on execution of such Capital Contracts on progressive basis)

b) Other Commitments 159.24 - (for investment in an Associate)

Note - 8

In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

Note - 9

The Company has issued, a Bond cum legal undertaking for Rs. 44,400 Lacs (Previous Year: Rs. 24,400 Lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, a General Bond in favour of the President of India for a sum of Rs. 15,300 Lacs (Previous Year : Rs. 15,300 Lacs) as Security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit.

Note - 10

The Company has received thirteen show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to wrong availment of Cenvat/ Customs Duty/Service Tax Credit availed on inputs/services used for Construction of Dry Dock and Goliath Cranes and non-submission of original evidences/documents and some procedural non-compliances. The Company does not for see any losses on this account.

Note - 11

On October 12, 2011 the Income Tax Authorities carried out search and seizure operations at the Company premises. Given the information provided so far and the investigation carried out at the time of this operation, the Company believes that there will be no material tax liability for the year. The amount of tax liability, if any shall be determined upon completion of the process by the Tax Authorities.

Note - 12 Segment Reporting

A. Segment information as per Accounting Standard - 17 on Segment Reporting :

Information provided in respect of revenue items for the year ended March 31, 2012 and in respect of assets / liabilities as at March 31, 2012.

B Segment Identification, Reportable Segments and definition of each segment

I Primary / Secendary Segment Reporting Format:

The risk - return profile of the Company's business is determined predominantly by the nature of its products. Accordingly, the business segment constitute the Primary Segments for disclosure of segment information.

II Reportable Segments:

Segments have been identified and reported taking into account the differing risks and returns, nature of products, the organisational structure and the internal reporting system of the Company.

III Segment Composition:

Shipbuilding and Repairs comprises of Ship-Building and Repair activities carried out by the Company at or from its Shipyard located at Pipavav, Gujarat.

Trading includes steel trading activities carried out by the Company.

Note - 13

Related Party Disclosures

a) List of Related parties

1. Subsidiary Company

E Complex Private Limited

2. Associates

SKIL Infrastructure Limited

Conceptia Software Technologies Pvt. Ltd.

3. Key Managerial Personnel

Mr. Nikhil P. Gandhi

Mr. Bhavesh P. Gandhi

Mr. M. Jitendran (upto September 2011)

Mr. Jigar Shah

4. Enterprises in which key managerial personnel or their relatives are able to exercise significant influence (Other Related Parties)

Awaita Properties Private Limited

Grevek Investments and Finance Private Limited

Note - 14

Disclosure pursuant to Accounting Standard - 7 (AS-7 "Accounting for Construction Contracts") as notified by Companies Accounting Standards Rules, 2006:

Note - 15

Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year.

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Mar 31, 2011

(Rs. in Lacs)

1. Contingent Liabilities: 31.03.2011 31.03.2010

a) Guarantees given by Company's Bankers

i) Refund Bank Guarantees given to customers (Net of liabilities 17,539.84 48,400.26 accounted for)

ii) Other Bank Guarantees 9,065.85 7,597.99

(Bank Guarantees are provided under Contractual/ Legal obligations. No cash outflow is expected)

b) Demands not acknowledged as Debts

i) Income Tax 397.32 40.49

(Out of total demand the Company has already deposited Rs.288.67 Lacs (P.Y. Rs. 21.17 Lacs) and no further cash outflow is expected in the near future)

ii) Service Tax and excise duty 58.45 - (Relates to disallowance of Cenvat Credit taken by the Company.)

iii) Other Claims 192.10 94.01 (Relates to claims of suppliers and demand raised by vendor for service tax etc. No Cash Outflow is expected.)

c) Letters of Credit opened in favour of suppliers 23,388.51 1,891.67 (Cash Flow is expected on receipt of materials from Suppliers)

2. Estimated amount of contracts remaining to be executed on Capital Accounts 3,377.20 11,630.89 and not provided for (Net of Advances). (Cash flow is expected on execution of such Capital Contracts on Progressive basis)

3. As approved by the Shareholders in Extra-Ordinary General Meeting held on September 07, 2010, the Company has issued 2,52,21,612 Convertible Share Warrants to SKIL Infrastructure Limited, the Promoters of the Company, having a currency period of eighteen months from the date of issue of Share Warrant i.e. September 22, 2010. Each Share Warrant provides the holder an option to convert it into one fully paid up Equity Share of Rs. 10/- each at an exercise price of Rs. 99.10 per equity share. The company has received Rs. 6,254.96 Lacs upto March 31, 2011 against the above Convertible Share Warrants. No Share Warrants have been converted during the year.

4. During the year the company has decided to value the inventories of its major raw materials viz. steel plates, profiles & equipments on Specific Identification Method as against Weighted Average Method. This change in method of valuation has resulted into inventory of raw materials higher by Rs.179.11 Lacs and consumption of raw materials lower by the equal amount & the profit for the year lower by Rs 75.40 Lacs.

5. The Company has issued, a Bond-cum-Legal Undertaking for Rs. 24,400 Lacs (Previous Year Rs. 24,400 Lacs) in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, and a General Bond in favour of the President of India for a sum of Rs. 15,300 Lacs (Previous Year. Rs. 15,300 Lacs) a security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit.

6. In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

7. As per the Revised Guidelines for the Shipbuilding Subsidy issued by the Government of India on March 25, 2009, the Company is eligible for subsidy at the rate of 30% of the contract price, in respect of the export order received for vessels for which the contracts with the customers were signed on or before August 14, 2007. Accordingly Government Subsidy of Rs. 7,494.13 Lacs for the year (Previous Year Rs. 8,814.91 Lacs) has been recognised as revenue in respect of Ships under construction on proportionate completion basis.

8. Advances recoverable in cash or in kind or for the value to be received in Schedule 11 includes Rs. 5,906.85 Lacs (Previous Year Rs. 4,309.18 Lacs), being the Cenvat/VAT/Central Sales Tax paid on the purchase of goods and services for the project. The company has been legally advised that such amounts are recoverable. Any unrealized amounts will be added back to the cost of the project or charged off to the profit & loss account, as the case may be in the year of settlement.

9. The company has received two show cause notices in its 100% EOU unit from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of Revenue Intelligence which mainly relates to availment of Cenvat/Customs Duty/ Service Tax Credit availed on inputs/services used for Construction of Dry Dock and Goliath Cranes and Non-submission of original evidences/documents. The company has also received five show cause notices in its SEZ Unit from the Office of the Assistant Commissioner of Service Tax, Bhavnagar, mainly relates to non submission of original evidence / documents. The company does not forsee any losses on this account.

Liability for Gratuity and Leave Encashment is provided on actuarial basis for the Company as a whole, the amounts pertaining to the Director is not ascertainable and therefore not included above.

b) The computation of net profit for the purpose of directors remuneration under section 349 of the Companies Act 1956 have not been enumerated since no commission has been paid to any of the directors. Fixed Managerial Remuneration has been paid to the whole time director.

Defined Benefit Plan

The Employees Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust maintained with Life Insurance Corporation of India (LIC). The company has made contribution to the above mentioned trust upto the financial year ended March 31, 2009 and thereafter no contribution have been made.

The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

10. Segment Reporting

The Company's activities predominantly revolve around the shipbuilding, ship repair and other related activities. Considering the nature of Company's business and operations, there is only one reportable segment (business and / or geographical).

11. Related Party Disclosures

a) List of Related parties

1. Subsidiary Company

E Complex Private Limited

2. Associates

SKIL Infrastructure Limited

3. Key Managerial Personnel

Mr. Nikhil P. Gandhi

Mr. Bhavesh P. Gandhi

Mr. J P Rai (upto 30-06-2010)

Mr. M. Jitendran (w.e.f 01-07-2010)

4. Enterprises in which key managerial personnel or their relatives are able to exercise significant influence (Other Related Parties)

Awaita Properties Private Limited

12. In respect of Offshore Vessels (OSVs), the Company has accounted for contract revenue and expenses based on the proportion of completion of contracts as certified by technical experts. With an aim to allocate the profit on the said contracts to whole of the contract during the year a provision of Rs. 8,372.32 Lacs (Previous Year Rs. 11,400.78 Lacs) being the proportionate cost to be incurred has been made. The total provision on this account as on March 31, 2011 is Rs. 8,372.32 Lacs (Previous Year Rs. 11,400.78 Lacs).

13. Lenders in respect of secured / unsecured loans aggregating to Rs. 1,08,237.83 Lacs (Previous Year Rs. 97,179.75 Lacs) have right to convert them at their option into fully paid up equity shares of the company if the company is in default for a period more than what is specified in respective loan agreements.

14. Presently the company is liable to pay Minimum Alternate Tax (MAT) under section 115JB of the Income Tax Act, 1961 ("the Act") and the amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than section 115JB, in next ten years. Based on the future projection of the performances the company will be liable to pay the Income Tax as per provisions, other than under section 115JB, of the Act. Accordingly as advised in Guidance Note on "Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961" issued by The Institute of Chartered Accountants of India, Rs. 1,127.65 Lacs being the excess of tax payable under section 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to Profit and Loss Account. The aggregate MAT credit entitlement available to the company as on March 31, 2011 is Rs. 1,127.65 Lacs.

15. In accordance with the Accounting Standard (AS – 28) on "Impairment of Assets" the Management during the year carried out an exercise of identifying the asset that may have been impaired in respect of each cash generating unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the year ended March 31, 2011.

16. Previous year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary to make them comparable with those of the current year.

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Mar 31, 2010

(Rs. In Lacs)

1. Contingent Liabilities: 31.03.2010 31.03.2009

a) Guarantees given by Companys Bankers

i) Refund Bank Guarantees given to customers (Net of liabilities accounted 48,400.26 50,642.13 for)

ii) Other Bank Guarantees(Bank Guarantees are provided under Contractual/ 7,597.99 1,035.62

Legal obligations. No cash outflow is expected)

b) Demands not acknowledged as Debts

i) Income Tax 40.49 1.84

(The Company has deposited Rs.21.17 Lacs out of total demand and no further cash outflow is expected in the near future)

ii) Other Claims (Mainly related to Geology and Mining Charges, No Cash 94.01 85.36

Outflow is expected in the near future)

c) Letters of Credit opened in favour of suppliers (Cash Flow is expected on 1,891.67 9,321.04 receipt of materials from Suppliers)

2. Estimated amount of contracts remaining to be executed on Capital Accounts and 11,630.89 15,624.76 not provided for (Net of Advances). (Cash flow is expected on execution of such Capital Contracts on Progressive basis)

3. During the year, the Company had raised Rs. 49,866.58 Lacs through its Initial Public Offer (IPO) and allotted 85,450,225 Equity Shares of Rs.10 each on 1st October, 2009. The above proceeds have been fully utilized as – Rs.17,926.68 Lacs for Construction of Facilities for Shipbuilding, Ship Repairs and the Offshore Business; Rs.24,403.81 Lacs for Working Capital; Rs.2,416.51 Lacs for General Corporate Purpose and Rs.5,119.58 Lacs for Share Issue Expenses.

4. The Company has issued, a Bond-cum-Legal Undertaking for Rs.24,400 Lacs in favour of President of India acting through Development Commissioner of Kandla Special Economic Zone for setting up a SEZ unit for availing exemption from payment of duties, taxes or cess or drawback and concession etc, and a General Bond in favour of the President of India for a sum of Rs.15,300 Lacs as a security for compliance of applicable provisions of the Customs Act, 1962 and the Excise Act, 1944 for EOU unit.

5. In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary course of business.

6. As per the Revised Guidelines for the Shipbuilding Subsidy issued by the Government of India on 25th March 2009, the Company is eligible for subsidy at the rate of 30% of the contract price, suitably adjusted for any unintended benefits by the SEZ unit in respect of the export order received for vessels for which the contracts with the customers were signed on or before 14th August 2007. Accordingly Government Subsidy of Rs.8,814.91 Lacs for the year has been recognised as revenue in respect of Ships under construction on proportionate completion basis. This includes Rs.4,422.85 Lacs (including rs.3,724.02 Lacs of customs duty), being the indirect tax benefits availed by the SEZ unit. The company is of the view that the above tax benefits would in any case be available for export of ships irrespective of whether the ships are built in SEZ or otherwise and do not include any unintended benefits and hence need not be netted against the subsidy so recognised.

7. Advances recoverable in cash or in kind or for the value to be received in Schedule 11 includes Rs. 4,309.18 Lacs (Previous Year rs.3,848.57 Lacs), being the Cenvat/VAT/Central Sales Tax paid on the purchase of goods and services for the project. The company has been legally advised that such amounts are recoverable. Any unrealized amounts will be added back to the cost of the project.

8. The company has received two show cause notices in its 100% EOU from the Office of the Commissioner of Central Excise, Bhavnagar and Directorate of

9. Managerial Remuneration:

Revenue Intelligence which mainly relates to availment of Cenvat/Customs Duty/Service Tax Credit availed on inputs/services used for Construction of Dry Dock and Goliath Cranes and Non-submission of original evidences/documents. The company does not forsee any losses on this account and duty reversal, if any, will be added back to the cost of project.

i) The above managerial remuneration is subject to approval of Central Government in terms of Sec. 269 of the Companies Act 1956, for which the Company has fled the application.

ii) Liability for Gratuity and Leave Encashment is provided on actuarial basis for the Company as a whole, the amounts pertaining to the Director is not ascertainable and therefore not included above.

b) The computation of net profit for the purpose of directors remuneration under section 349 of the Companies Act 1956 have not been enumerated since no commission has been paid to any of the directors. Fixed Managerial Remuneration has been paid to the whole time director.

Defined Beneft Plan

The Employees Gratuity Fund Scheme, which is a defined benefit plan is managed by the trust maintained with Life Insurance Corporation of India (LIC).

The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

10. Segment Reporting

The Company’s activities predominantly revolve around the shipbuilding activity. Considering the nature of Company’s business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 - "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006.

11. Related Party Disclosures

a) List of Related parties

1. Subsidiary Company

E Complex Private Limited

2. Associates

SKIL Infrastructure Limited Punj Lloyd Limited

3. Key Managerial Personnel

Mr. Nikhil P. Gandhi

Mr. Bhavesh P. Gandhi

Mr. Ray Stewart (upto 31-01-2009)

Mr. J P Rai (w.e.f 02-02-2009)

4. Enterprises in which key managerial personnel or their relatives are able to exercise significant influence (Other Related Parties)

Awaita Properties Private Limited

12. In respect of Offshore Vessels (OSVs), the Company has accounted for contract revenue and expenses based on the proportion of completion of contracts as certifed by technical experts. With an aim to allocate the proft on the said contracts to whole of the contract a provision of Rs 11,400.78 Lacs being the proportionate cost to be incurred has been made in the books of accounts.

13. Lenders in respect of secured / unsecured loans aggregating to Rs 97,179.75 Lacs have right to convert them at their option into fully paid up equity shares of the company if the company is in default for a period more than what is specifed in respective loan agreements.

14. In accordance with the Accounting Standard (AS – 28) on "Impairment of Assets" the Management during the year carried out an exercise of identifying the asset that may have been impaired in respect of each cash generating unit. On the basis of this review carried out by the Management, there was no impairment loss on Fixed Assets during the year ended 31.03.2010.