Dear Members,

Your Directors have immense pleasure in presenting to you the 91^st Annual Report together with the Audited Financial Statements of the Company for the year ended 31 March 2024 and reports of the Statutory Auditors' and the Comptroller & Auditor General of India thereon.

Important Events:

i) Fourth Stealth Frigate of Project 17A, ‘INS Mahendragiri' was launched on 01 Sept 2023 by Dr. (Smt.) Sudesh Dhankhar, wife of Hon'ble Vice President Shri Jagdeep Dhankhar Ji who was the chief guest on the occasion.

ii) Third Guided Missile Destroyer of Project 15B , ‘INS Imphal' was delivered to Indian Navy on 20 Oct 2023 and commissioned on 26 Dec 2023 by the Hon'ble Raksha Mantri Shri. Rajnath Singh Ji.

iii) Final Reading D448 of third Scorpene Submarine of Project 75 ‘INS Karanj' was completed on 01 Dec 2023.

iv) Launching of India's fastest Solar-Electric-Boat (SaurShakti) completed on 13 Dec 2023 at Kochi. It has been meticulously conceptualized and developed by MDL with M/s NavAlt as technology partner. This Vessel represents a paradigm shift in eco-friendly Maritime transportation.

v) INS Shishumar was handed over to Indian Navy after successful completion of MRLC in March 2024.

(Rs in crore)

During the year, the Company achieved the Revenue from Operations of 7 9,466.58 crore as compared to the previous year 7 7,827.18 crore. The Profit before Tax and Exceptional Items is 7 2,461.38 crore for FY 2023-24 as against 7 1,429.33 crore in the previous year. Highest ever Revenue from Operations with a whopping increase of more than 30% over the next best achieved in FY 2022-23. In the history of the Company, it is first time that the Company is reporting PAT in four digits with a significant rise of 83% over the PAT of FY 2022-23.

Income Distribution for the year FY2023-24 as against previous year is summarised as under:-

(in %)

1.2 Consolidated Financial Statements:

The Consolidated Financial Statements of your Company and its Associate Company Goa Shipyard Limited (GSL) for the year ended 31 March 2024 prepared pursuant to provisions of section 129(3) of the Companies Act, 2013 and applicable Accounting Standards together with the Auditors' Report forms part of this Report.

In accordance to Section 129(3)(1) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of the Associate Company is attached to the Financial Statements in Form AOC-1 (Appendix 1).

1.3 Capital Structure:

The authorised Equity Share Capital of the Company as on 31 Mar 2024 stood at 7 323.72 crore comprising of 32,37,20,000 (Thirty-Two Crores Thirty Seven Lakh Twenty Thousand) equity shares of 7 10 each.

The paid-up Equity Share Capital as on 31 March 2024 is 7 201.69 crore comprising of 20,16,90,000 (Twenty Crores Sixteen Lakh Ninety Thousand) equity shares of 7 10 each. During the year, under review there was no increase in the authorised or paid up share capital of the company. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year.

1.4 Dividend:

The Interim Dividend of 7 15.34 per equity share (153.00%), amounting to 7 309.39 crore was paid in the FY 2023-24 in accordance with the provisions of the Income Tax Act, 1961, as approved by the Board of Directors in their meeting held on 08 Nov 2023. The Board of Directors recommended a Final Dividend of 7 244.25 crore which is 121.10% of the paid up share capital. The total Dividend declared for FY 2023-24 is 7 553.64 crore, which is 274.50 % of the paid up share capital including the Interim Dividend amounting to 7 309.39 crore.

1.5 Contribution to the Central Exchequer:

Your Company's contribution during the FY 2023-24 to the Central Exchequer by way of Income Tax, GST, IGST on imports and Custom Duty was 7 753.12 crore.

CMD, MDL Presenting the Dividend Cheque to the Hon'ble Raksha Mantri, Shri Rajnath Singh, GOI

1.6 Public Deposits:

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from public was outstanding either at the beginning or at the end of the FY 2023-24.

1.7 Loans, Guarantees or Investments:

Your Company has not given any loans, guarantees or made any Investments under Section 186 of the Companies Act, 2013.

2. Review of Operations

Your Company recorded a revenue of 7 9,466.58 crore for the FY 2023-24 as against 7 7,827.18 crore in the previous year.

2.1 Performance/Project Progress:

At present your Company is handling two major Shipbuilding projects for the Indian Navy, comprising of four Destroyers & four Frigates. Besides, MDL is also handling construction of six Scorpene class Submarines for the Indian Navy, out of which five Submarines have already been delivered.

a) Destroyer Project:

Destroyer Ships are potent combatants which are Contemporary and State-of-the-Art platforms. First Destroyer of current project was delivered on 28 Oct 2021 and has been commissioned into the Indian Navy on 21 Nov 2021. Second Destroyer of the project was delivered on 24 Nov 2022 and has been commissioned on 18 Dec 2022. Third Destroyer of the project was delivered on 20 Oct 2023 and has been commissioned on 26 Dec 2023. The Fourth Destroyer of the project was launched on 17 May 2022.

To increase the pace of production for the fourth Ship, MDL had adopted a new method of Mega Block outsourcing with enhanced outfitting in machinery compartments where units/blocks were constructed simultaneously at more than one geographical location and brought to MDL and joined together thereby further facilitating launching of Ship within reduced timelines.

b) Frigate Project:

Production of the first Ship had commenced on 16 Feb 2017 and the keel was laid on 28 Dec 2017. The first Ship was launched on 28 Sep 2019. Production of Second Ship commenced on 27 Feb 2018 and keel laid on 07 May 2019. The second Ship was launched on 17 May 2022. Production of third Ship commenced on 31 Jan 2019 and keel laid on 10 Sep 2020. The third Ship was launched on 11 Sep 2022. Production of fourth Ship commenced on 22 Jan 2020 and the keel was laid on 28 Jun 2022. The fourth Ship was launched on 01 Sep 2023.

In order to meet the contractual timelines, the units and blocks are being built at three different geographical location viz MDL premises, M/s SSPL, Bharuch and M/s CCPL, Goa. These blocks are being constructed by resorting to the ‘Integrated Construction Methodology' wherein the pre-outfitting of various elements are being carried out at the unit and block stages itself. The infrastructure of the yard has been modernized for realizing ‘Integrated Construction Methodology' that is at par with the global best practices for Warship building.

c) Submarine Project:

MDL is the only Shipyard in India which has constructed Conventional Submarines. MDL has constructed Submarines of two different technologies i.e. German SSK class and French Scorpene class Submarines.

Presently, MDL is constructing Six nos. Scorpene class Conventional Submarines under transfer of technology with M/s Naval Group, France. 5 out of 6 Submarines have already been delivered to Indian Navy.

The Scorpene Submarines are State-of-theArt Conventional Submarines built by MDL in collaboration with Naval Group (NG), France.

2.2 Capital Projects and their progress

a) Your Company has undertaken construction of a new State-of-the-art Security Complex at the main entrance. This G+2 storey building will be equipped with latest security equipment, gadgets, access control etc. This Complex will be the centralized hub and provide effective coordination for key MDL departments such as Security, PRO, Safety, Fire, Estate and HSE. The civil works have been completed in Sep 2023.

Inauguration of SECURITY COMPLEX at the hands of SHRI GIRIDHAR ARAMANE IAS DEFENCE SECRETARYSep 2023

b) Your Company is committed towards upgradation/ modernization of existing facilities from time to time. The company is taking up replacement of existing twelve nos. vintage Level Luffing cranes with new cranes in a phased manner. Company has also commenced the work of manufacturing new Caisson Gate for the East Yard Dry Dock for replacement of existing old Caisson Gate. The construction is expected to be completed by June 2024.

c) Beautification of its peripheral Boundary wall at the entrance has also been undertaken in order to improve the overall aesthetic appeal and have a positive impression on VVIPs , visitors visiting the yard and also morale of the MDL employees since it also serves as a canvas for showcasing Company's product and Logo in addition to enhancing the security measures

d) Your Company has undertaken renovation of Banquet Hall for its Recreational Club to have a visually appealing club for organizing events and gatherings. The project has been completed in Mar 2024.

e) Your Company has undertaken renovation of MRLC Office at its D2 Building to adapt the office layout to have more appealing modernized office spaces by optimizing the space allocation and preparing for the potentially growing workforce in the Submarine refit group. The project has been completed in Mar 2024.

Renovated MRLC office

f) Your Company has concluded a lease agreement of 15 Acres adjacent land on 29 years lease from MPA to enable undertake repairs/construction orders in future.

2.3 Other Infrastructure Projects:

Your Company is exploring the possibility for setting up a green field Shipyard at its Nhava Yard in phased manner with short-term and long-term development plans. Short-term development shall enable MDL to facilitate the immediate use of the existing infrastructure for Shipbuilding and Ship repair business whereas long term development is to facilitate construction of large size Vessels and Submarines including major refit and repairs.

Towards undertaking the construction of advanced and next generation Vessels, your Company has undertaken construction of a New Floating Dry Dock of 12000T capacity.

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

2.4 Performance against MoUs:

During the year, MDL had signed Memorandum of Understanding (MoU) with Ministry of Defence, Government of India for the FY 2023-24. The MoU outlines targets and various performance parameters for the Company. The value of production was targeted at R 9,101.00 Crores. Achievement of value of production is R 9,068.01 Crores for FY 2023-24.

During the year, your Company achieved a Profit before Tax (PBT) before exceptional items of 7 2,461.38 crore. Final evaluation will be carried out post CAG Audit of the accounts for FY 2023-24. The import content in Value of Production for FY 2023-24 is 7 2,414.71 Crore and for FY 2022-23 is 7 2,817.72 Crores.

2.5 Research & Development (R&D):

The R&D policy of the Company was approved by the Board in June 2013 and a committee was formed to drive the implementation of the R&D policy, in accordance with the guidelines issued in September 2011 by the Department of Public Enterprises on R&D.

MDL has undertaken focused R&D initiatives through collaboration with academic institutions, start-ups & MSMEs not only in the core defence sector but also other critical areas like underwater autonomous technology, sustainable & environment friendly transport solutions etc.

MDL has started flagship R&D program of design and development of indigenous conventional Submarine. As a proof of concept, Midget Submarine is under construction. In addition, military products like Expendable Underwater Target (EUT) and Mobile Target Emulator (MTE) are being developed in partnership with the industry and are designed to simulate the situation of actual moving Submarine for training purpose and for decoy measures.

MDL has developed India's first Fuel Cell powered Electric Vessel (FCEV) as a ‘Proof of Concept'. MDL is also undertaking a few Artificial Intelligence (AI) projects under R&D viz; Underwater Swarm Drones, Autonomous/unmanning of Surface Vessels and optimum utilization of fuel cell under hybrid power management.

Modern marine transport solutions like Hybrid Electric & Solar boats which can provide sustainable and environment friendly options have been developed. Solar boat has been launched in Dec 2023 & undergoing sea Trials. This boat can offer a better alternative to conventional diesel boats. The R&D team has also developed prototype of Lithium Ion Battery system for Submarine in collaboration with M/s QMAX as technology partner.

In addition to the above, MDL is actively participating in iDEX initiative of Govt of India and in collaboration with start-ups/MSMEs/innovators has already accepted various challenges like Autonomous Underwater Swarm Drone, development of Steering Console for maneuvering of underwater platform, design & development of Submersible boat etc.

Your Company had successfully completed three major R&D projects with enabling of Artificial Intelligence (AI) algorithm, through an industry academy participation with I IT Madras, IIT Chennai as well as involving startups in Tamil Nadu Defence Corridor. The three products viz. AI enabled Computerized Radiography (RT), AI enabled Robotic Weld Inspection using phased array technique with Ultrasonic Testing (UT) and Remotely Operated Vehicles (ROV) which is also AI enabled, have been successfully deployed in their respective domains and the full leveraging of the AI is envisaged as and when the requisite data gets accumulated with usage of these products.

Your company is exploring development of innovative AI projects with the help of domestic industry, academia and startups. Some of the major projects includes Artificial Intelligence (AI) enabled Autonomous Underwater Swarm Drones, Artificial Intelligence based predictive maintenance of Ship equipment and Artificial Intelligence based energy management of Fuel Cell .

The in-house projects as well as projects in collaboration with academic institutions of repute like Welding Research Institute, Trichy, IISc Bangalore and NID are all aimed at solving the unique issues faced by the Ship Yards during the detailed design and integration of complex systems into a front line Naval platform. The specialists' groups functioning under GM(Design) contributes consistently in the areas of structural analysis, ergonomics & HFE, noise & vibration control, RCS management, propulsion system integration, materials and HVAC.

MDL has validated an innovative Shaft Alignment procedure wherein the propeller shaft line assembly is completed at the Dry Dock itself leading to significant cost saving to the yard and reduction in the build period of the Vessel.

In addition to the above, MDL has developed Stateof-the-Art basic design of Naval Vessels, incorporating advanced and optimized equipment, machineries, weapon and arrangement etc.

MDL has initiated implementation of Product Data Management/Product Lifecycle Management (PDM/ PLM) for the Frigates under construction.

Your Company has spent approximately 5.26% of the PAT as expenditure towards R&D during the FY 202324. The various projects undertaken under R&D are elaborated in Appendix 'F'.

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

The above mentioned research based projects will help in developing technologies in marine/ocean/naval technologies.

2.6. Indigenization & Make in India:

1. MDL, having set up a dedicated ‘Department of Indigenization' in Oct 2015, to provide focused impetus to the Hon'ble Prime Minister's ‘Make in India & Atmanirbhar Bharat' initiative and through this MDL has been successfully able to partner with the Indian industry to undertake Indigenization/import substitution of various equipment/items which have been imported. Till date MDL has indigenised 57 major items/ systems, for Ships and Submarines.

2. The items indigenised in the FY 2023-24 are Shock Mount, Acoustic Structure, Safety Valve, Ultrasonic flowmeter, Servo Valve, Electrical Mobile Part, Life Raft, HP Air Bottle, Navigation Radar, Junction box Inboard & Outboard for Submarines and Induction type cooking ranges for Ship's Galley.

3. Electric Propulsion Motor (EPM) which is only means of propulsion for the Submarine, Combat

System used to fire weapons accurately & precisely from Submarine, Shafting & Propeller used to propel the Submarine and Ship, RSS Screen Louvers to reduce RCS signature of Ships, etc. are some of the major items being indigenised by MDL to attain Atmanibharta.

4. To promote Indigenization drive and ensure maximum participation of Indian industry in indigenization, MDL has taken several initiatives which includes: -

(a) Details of imported items for indigenisation are uploaded on Srijan defence portal and intimated to following organizations for wider participation of Indian Industry.

(i) Confederation of Indian Industries (CII)

(ii) Federation of Indian Chambers of Commerce and Industry (FICCI)

(iii) Society of Indian Defence Manufacturers (SIDM)

(iv) Nashik Defence Innovation Center (NDIC)

(v) Coimbatore District Small Industries Association (CODISSA)

(b) Conducted visit of Industries to MDL for better appreciation of equipment to be indigenised.

(c) Presented indigenisation opportunities at various webinars/seminars/conferences.

(d) Conducted MSME Vendors meet to showcase indigenisation opportunities.

5. MDL has contributed 1017 items to Positive Indigenisation List (PIL) initiatives of MoD/DDP. Total 18 items are indigenised and remaining items are in different stages of indigenisation.

6. iDEX (Innovations for Defence Excellence) aims at creation of an ecosystem to foster innovation & technology development in Defence and Aerospace by engaging Indian industries including MSMEs, start-ups, individual innovators, R&D institutes & academia. iDEX throws challenges to Indian industry as Defence India Startup Challenges (DISC). MDL has participated in DISC-VI with one challenge & DISC-X with eight challenges for developing imported equipment with Indian industry. In addition, MDL has also joined hands with iDEX winners to develop products for Indian Armed Forces.

7. Indigenization of Submarine Equipment

MDL has proactively pursued indigenous development for items/equipments of foreign OEMs for conventional Submarine. 48 out of total 174 Submarine equipments have been indigenized. 30 items are being developed by M/s BEL. Balance 96 are under various stages of tendering/scrutiny, out of which Project Sanction Order (PSO) for 39 have been issued including for Main Electric Propulsion Motor.

a) Quality Management System (QMS):

MDL has obtained & maintained QMS as per ISO 9001 standards since 1998. Your Company is committed to implement QMS as per ISO 9001:2015 standard. 56 Lead Auditors and 73 Internal Auditors were trained for carrying out the Internal Audits for sustenance of QMS in Shipbuilding division.

As a part of sustaining QMS as per ISO

9001:2015 standard, Renewal/Recertification Audit of Shipbuilding division including Nhava and Ship Repair & Refit was carried out successfully from 26^th to 28^th Feb 2024 by M/s International Certification Services Pvt Ltd (ICS).

As a part of sustaining QMS as per ISO 9001:2015 standard, second Surveillance Audit for Submarine division was conducted on 27 & 28 Apr 2023 and successfully completed with ‘NIL' Non-conformity reports by M/s IRQS with the scope of ‘Design, Development, Construction, Refit, Test & Trials of Submarines'. Based on Audit Results, M/s IRQS has recommended the continuation for ‘Certificate of Approval' of QMS ISO 9001:2015.

5S (Work Place Management System)

Your Company has implemented 5S (Workplace Management System) in the 21 Workshops/ Stores/Offices and carried out Internal Audits regularly.

As a part of sustaining 5S certification, all 21 Workshops/Offices/Stores were re-certified through external agency.

c) Quality Circles (QC)

QC movement was initiated in Oct 2004. In a span of twenty years we have developed QC in various Shops/Sections/Projects. They are actively working in their respective areas & solving their respective work related problems proactively. QC teams from MDL presented their case studies in Chapter Convention on Quality Concepts (CCQC-2023) and 37^th National Convention on Quality Concepts (NCQC-2023) and have won various awards in the FY 2023-24 mentioned under Awards and Recognition.

d) Technology Advancement in Quality control & Assurance:

India has caught up with the Industry 4.0 trends and MDL is not far behind in incorporating the best practices. Design and development in the field of Robotics, Machine Learning, Data Analytics, Big Data has started and is in different stages of maturity. MDL has implemented the following new technologies in the field of Quality: o With the implementation of AIEnabled Weld Inspection Machine with Computerized Radiography(AI-RT) & Advanced TFM/FMC Ultrasound Technique-(AI-UT), MDL has increased the use of environment friendly imaging plate film reducing the conventional process of film processing with chemicals. For these advancements hand holding & guidance is done by IIT Chennai.

o MDL is enhancing its technical competency by training more individuals in Level 2 & Level 3 International Certifications in various NDT/process method according to ISO 9712 and PAUT training. o In order to meet the ever increasing project demand, we have trained additional manpower in Radiation safety course (by BARC/AERB) last year to supervise various related work in various project. o Our executives & staff has also participated in various national tech event organized by ISNT/IIT Chennai/NCB/NCQC & have been in panel of honorary judge.

2.8 Information Technology

• Your Company has completed the following activities during the year:

a) SAP Implementation

Implementation of e-Vidhan (Vigilance Management System):

Migration from manual system to IT driven system with the theme "Increasing Transparency through use of Technology" of Central Vigilance Commission by designing, development and implementation of first module "Complaint Registration" and second Module "Investigation Report" of e-Vidhan (Vigilance Management System) in SAP ERP 6.0 (ECC system) with two

level security for the access to the application as well as for database access to maintain confidentiality of vigilance data.

b) Latest know how on IT

MDL is in the process of refreshing Business Applications hardware. Study was carried out by visiting other PSUs and private organizations to explore latest technology available in the market.

c) MoD guidelines on Safety measures adopted/ followed

MoD guidelines related to Information Security are complied as and when received.

d) Achievements of IT in MDL

MDL has successfully completed 1^st Surveillance Audit ISO/IEC 27001:2013 in Sept 2023.

e) Targets set and achieved for 2023-24

• MDL Cyber Security Policy was revised in Sept 2023.

• E-waste Management Around 427 old/ technologically obsolete IT assets were disposed in Oct 2023.

2.9 Procurement from MSMEs

Your Company is complying with Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012. Accordingly, out of the total annual procurement, 25% procurement is to be made from MSEs. During the FY 2023-24, your Company has achieved 27.66% procurement from MSEs.

During the FY 2023-24 your Company had conducted one and participated in one vendor development program exclusively for MSEs owned by SC/ST and Women Entrepreneurs. To further enhance the vendor base, your Company had participated in eight online/ offline National level programs conducted by MSMEDevelopment Institute (DI) across India.

2.10 Marketing Initiatives and New Orders:

During the FY 2023-24, MDL participated in Latin America Aerospace and Defence Exhibition (LAAD), Brazil-2023, Langkawi International Maritime Aerospace Exhibition (LIMA), Malaysia-2023, Seoul International Aerospace & Defence Exhibition (ADEX), South Korea-2023 and Egypt Defence Expo (EDEX), Egypt-2023 as an exhibitor for marketing and business promotions.

The exhibitions have immensely helped in showcasing MDL's capabilities and technical strengths in Warship building and Submarine construction. The exhibitions were successful in projecting the image and capabilities of India in the Defence Production Sector in general and Warship/Submarine building capabilities in particular. MDL had obtained various leads for potential future projects. MDL was also part of Ministry of Defence, Government of India delegation which visited and participated in the seminars held in Tanzania, Oman, Vietnam, Kenya, Saudi Arabia, Sri Lanka, Malaysia, Singapore and Nigeria organized by High Commission/ Embassy of India. During the seminar MDL interacted with the Armed Forces/Navy Representatives wherein Indian Shipbuilding capacities and capabilities were showcased.

MDL signed three separate contracts with Indian Coast Guard for construction and delivery of One training Ship, Six Next Generation Offshore Patrol Vessels and Fourteen Fast Patrol Vessels. In addition to the new construction, MDL has also signed contracts for Short Refit (SR-1) of ICGS Sachet and Short Refit (SR-1) of ICGS Vikram.

MDL has signed contract with a Danish client for construction and delivery of Six 7500 DWT Multi Purpose Hybrid Powered Vessels (three Vessels during FY 2023-24 and three Vessels in April 2024).

Export OrderPost signing of Contract Denmark 2023

2.11 Health Safety & Environment Management System:

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

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

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

3. Human Resource Development:

Your company has been putting emphasis on the overall growth & development of Human Resources and is committed to continue its relentless efforts in updating the competencies of its employees through exposure to various Learning & Development programs organized by Institutes of National importance and through sponsoring function based Seminar/Conferences/ workshops. Besides, in order to ensure smooth supply of skillsets for Company's requirement and Shipbuilding industry, various training Programs viz. trainings of trade Apprentices under the Apprentices Act, 1961, BOAT Apprentices and Marine Engineering students under the aegis of DG, Shipping at the Company's run Apprentice Training School have regularly been organized as listed below:

• With a view to encourage deeper engagement of the top management with employees at all levels cutting hierarchies, a flagship program of interaction with employees ‘Sanskar Se Samriddhi' was introduced in Mar 2023. During the program, the Senior Management interacts with cross section of employees and exchanges information about the Company. The forum also receives suggestions from the employees that can contribute towards better environment, efficiency, productivity, etc. A total of 49 such sessions were conducted till date wherein all the employees of the Company have been covered. Apart from clarifying many issues, a total of 90 noteworthy suggestions were received from the employees and majority of these suggestions have been implemented for the benefit of the Company.

• In-house training session of 2 batches on ‘5S 6 SIGMA and Kaizen' organised for employees wherein around 219 Non-Executives & 40 Executives actively participated.

• Training Session on Artificial Intelligence (AI) was organised wherein 40 Executives actively participated.

• A Workshop on ‘Employee Welfare & Benefits' was organised through Maharashtra Labour Welfare Board, Mumbai on 07 Aug 2023 wherein 99 Non-Executives actively participated.

• In today's digital world, Cyber Security plays a pivotal role in terms of sensitivity and security of information. In order to address the above, Training sessions on Cyber Security Awareness were organised through external faculty. 06 sessions were organised for Executives, wherein, 424 Executives actively participated. Further, 10 online sessions were conducted consisting of 20 participants in each batch. In addition to the above, exclusive training programme were also organized for outsourced employees, wherein, 183 outsourced employees actively participated.

• An In-house capsule program comprising ‘Health, ‘Safety' & ‘Fire Fighting' was developed and conducted. Around 32 programs were conducted on the said topics and around 1700 employees were trained.

• An In-house 2 days training session consisting of 04 batches on ‘Improving Energy Efficiency' were conducted wherein 260 Employees actively participated.

• Induction Training programme of 4 weeks was conducted for 22 newly recruited Executives. Similarly, Induction Training programme of 1 week was conducted for 159 Non-Executives.

• Interactive sessions of women employees with Women Independent Director and Executives with CVO were organized wherein 60 & 130 employees, respectively had actively participated.

• In order to improve attendance of absentee NonExecutives, a capsule training programme 'Parihar' was organised for Chronic absentee employees, wherein 30 employees along with their spouse had attended.

• In order to improve efficiency of absentee and low performing employees a capsule Training programme 'Arohon' was organised at Jeevan Vidya Mission, Karjat where in 35 employees had attended.

• Various in house Training programmes were organised on Cost estimation and budgeting, Export Management, Quality Circle, Safety Training wherein 9 Training Sessions were organised and total 303 Non-Executives and 175 Executives participated.

• In-house on the job training was completed for Fitter, Rigger, Electrician, Electronic Mechanic Store Staff, Draughtsman & Quality Control Inspector, and Electronic Mechanic, Store Staff wherein 194 Non-Executive have actively participated.

• A Cross Functional Training program named ‘Symbiosis' was organised for Non-Executives for acquiring knowledge on various process of Shipbuilding and Submarine. Around 1120 NonExecutives had participated in 08 sessions.

• Knowledge sharing sessions of Quality Circles teams with various departments were organised for Non-Executives wherein 137 from different Section/Department have actively participated.

• Refreshing Programme on ‘Life Vision Architect' steered through Jeevan Vidya Mission consisting of 3 batches were organized, wherein 267 employees actively participated.

• A capsule programmes named ‘Second Innings' for the retiring employees and their spouse were conducted for 270 retiring employees through 4 sessions. The said program encompasses 4 aspects of ‘Diet Management', ‘Wealth Management', ‘Mind Management' & ‘Wellness'.

• MDL being a DPSU, Information Security is a highly sensitive issue in the current times. In order to restrict vulnerability of the information and to sensitise the employees 2 sessions were conducted In-house, benefiting around 272 employees.

• Workshop on ‘Vishva Guru Bharat' was conducted for Apprentices wherein 148 Apprentices participated.

• Customised programs consisting of 7 sessions on ‘Business Communication Skills & Presentation Skill' were conducted for 229 Executives.

• In-house training programs on Reservations for SC/ST/OBC/PWD/EWS/ESM were organised for SC/ST/OBC employee's representatives and employees wherein 88 employees had participated.

• In order to ensure safety and dignity of women employees, MDL had conducted two sensitization programs on ‘Prevention of Sexual Harassment of Women at Workplace' (POSH). A total of 260 Women Employees had participated in the said program. Training on ‘Women Empowerment' was conducted wherein 148 women employees had been participated. On the occasion of Women's Day, MDL had organized various outreach activities for women Executives including outsourced women employees. These programmes were aiming to empower the women employees in MDL.

• In order to safe guard the safety of women employees from fraud, extortion, exploitation, harassment etc. outside the premises of MDL, 2 Sessions were organised through Mumbai police wherein approximately 150 employees attended.

• Training on ‘Decoding of Core Values' for identifying Core Values of MDL was conducted through external faculty. Total 10 Training Sessions were conducted out of which 6 were for Executives & 4 for Non-Executives. A total of 291 Employees actively participated.

• In order to spread awareness on procurement through GeM portal, 2 Training sessions through TCS were organised, wherein 175 Employees along with Outsourced Employees participated. Further, 2 sessions on Public procurement were organised wherein 53 Employees have undergone the Training.

• A customized program on ‘Ethics for Corporate Governance' was conducted through External faculty wherein 49 Executives actively participated through 2 sessions.

• In-house Training program on ‘Finance for NonFinance' were conducted by Internal Faculty through 4 sessions, wherein 236 Executives took active participation.

• In order to implement ‘Mentoring', 4 sessions were organised by CMD/D(F), D(S) & D(CP&P) wherein 74 Executives participated.

• 2 programs on Intellectual Property Rights (IPR), MOD, GOI's flagship program were conducted at MDL through External faculty to create an IPR driven Innovation Culture wherein 61 employees were trained.

• With view to develop standardisation in production, ISO Awareness Programmes were conducted for 87 executives in 3 sessions.

• 3 programs on 'Wealth Management' were conducted without any cost implication to MDL wherein on roll 75 Executives were benefited.

• With a view to develop MDL as a family amongst the employees and dedication towards work, Behavioural Training Programs on Soch Banao', Mentoring, Leadership, Communication, Work life Balance, Ethics and Governance, Stress Management, Heart Fullness Yoga, Mission life style awareness etc were organised wherein 720 Employees actively participated and benefited.

• Workshops on Cyber Security Awareness, Digital workplace were organised for employees wherein 445 Employees participated.

• In house Training Programs on Export Marketing, Cost Estimation & Budgeting, Preventive Vigilance, Commercial Procedures, Public Procurement, Environment Awareness, Ethics & Governance, Financial Planning etc. were organised.

• As per CVC directives, 5 core subjects were identified such as Cyber Hygiene & security, System & procedure organization, Ethics & Governance, Public procurement and Role of IO & PO for train the trainers under Capacity Building programme. Five in-house programmes were conducted wherein around 130 Executives participated and potential trainers were identified for carrying out training outside MDL.

• Training Sessions on ‘Risk Management' exclusively for Executives were organised wherein approx. 600 employees attended through 8 Sessions.

• Customised 2 days Training modules on ‘Life Vision Architect' has been devised for employees for their Spiritual and Material development. Total 10 sessions were conducted at Jeevan Vidya Mission at Karjat & 1241 Executives and NonExecutives participated and benefited.

• 2 days Customised Training Program on ‘Calibration of Measuring Instrument' was organised for Quality Control Inspectors at IDEMI, Mumbai.

• 5 days Training workshops were organised at National Skill Training Institute (NSTI), Sion for upgradation of skill and knowledge. Total 86 NonExecutives actively participated under Capacity building.

• In accordance with CVC guidelines and to develop a highly ethical Organisation, both Executives and Non-executives were nominated for Exposure Visit at National Dairy Development Board (NDDB), Anand, Gujarat. The exposure visit was a mix of classroom training with experiential learning through village visit. 6 programs were conducted and around 150 employees participated in 6 batches.

• 2 days customised ‘Team Building' Program were organised at RCF, Alibaug for Non Executives wherein around 360 Non-Executives participated in 10 batches.

• Customised 4 days' programmes on ‘Fire Fighting' at Naval Maritime Academy, Mumbai was organised wherein 70 employees participated.

• 4 days Training programme on ‘Capacity Building' was organised at National Academy of Human Resource Development, Pondichery wherein 11 Personal Assistants participated and benefited.

• Customised Management Development Programmes (MDP) for Executives had been organised in Association with IIM, Trichy wherein 145 Executives participated.

• A customised 3 days Training program on ‘Project Management' was developed and conducted by National Academy of Indian Railways (NAIR) at Vadodara for 30 MDL Executives.

• A customised 2 days Training program on ‘Team Building' exclusively for Middle and Junior Level Executives was conducted at NISM, Mumbai wherein 38 Executives actively participated.

• Training programme on ‘Stress Management and Financial Planning' of 4 days was organised by National Productivity Council, NPC at Leh Ladakh, wherein 5 Executives participated.

• ‘Team Building' for AGM and above Executives was organised at Lonavala, Pune wherein 47 Senior level Executives participated.

• 31 Regional Meet of Forum of Women in Public Sector (WIPS) was held at Banglore wherein 3 Women employees participated and 5 employees participated in National Meet of Forum of women in Public Sector (WIPS) conducted at Banglore.

• Employees were nominated for various Training Programmes organised by external Agencies/ Institute on Functional, Cross-Functional and Behavioural subject like Project Management, Public Procurement, Industrial Safety, Preventive Vigilance, Digital workplace, SAP, Procurement and Tendering, CSR, Enterprises Risk Management, Marketing & Branding, & Stress Management, Management of Training for Training and HR Managers, Cyber-crimes & Cyber Security, Industry 4.0, Digital Work place, GSTEinvoicing, Advancement of Occupational Health, RTI, Environment & Workshop on Best sharing best Practices etc.

• Executives were nominated outside MDL for various programs conducted by Department of Public Enterprises (DPE) with no cost implication to MDL. Topics include ‘Project Planning & Monitoring', ‘Outsourcing & Contract Management', ‘Strategic Marketing Management', ‘Industrial Artificial Intelligence in Industry 4.0', ‘Leadership Development', ‘Building Competencies for Personal Excellence', ‘Risk Management', ‘Decision Making with Data Analytics', ‘Corporate Branding in Digital Era', ‘Ethics in Governance & Preventive Vigilance', ‘Supply Chain Management', ‘Capital Market Reforms, Registration, e-invoicing, returns, TDS & GST', etc.

• An application ‘e-library' was developed on MDL Intranet Portal for knowledge sharing, wherein all employees can contribute with e-books/ Journals/Magazines/Articles to be read by all other employees.

• Various organisations like AVNL, ISRO, RCF, ITI and other Educational Institutes visited MDL as part of Industry Institute Interface leading to interaction between MDL and Corporates/ Colleges.

• MDC had conducted Training programmes/ Strategic Conclave for Board Level Executives on Corporate Governance, Core values etc.

3.1 National Integration:

Your Company has undertaken a number of measures, which have immensely facilitated towards National Integration. Some of these activities are enumerated below:

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

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

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

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

3.2 Welfare Activities

Your Company highly values its human resources. To keep their morale high, apart from statutory welfare measures, your company extends several other welfare activities.

a) Life Insurance Coverage:

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

b) Medical Scheme:

All the serving employees, including their dependent family Members, are covered under the Medical scheme. Hospitalization claims of around 67.99 Crore were disbursed towards treatment of the employees and their dependent family Members during the FY 2023-24.

c) Other Welfare Activities:

Your Company also provides number of welfare measures viz., Onsite Dispensary and

Occupational Health Centre, Hospitalization,

Wellness Centre, Onsite Gym & Club, Uniform, Monsoon Gears, Canteen Facility, Incentive for acquiring higher qualification, Scholarship to Unemployed Wards of Employees etc.

a) Post-Retirement Medical Scheme (PRMS):

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

b) Executive's Superannuation (Pension) Scheme

Defined Contributory Superannuation (Pension) Scheme is in operation for Executives which is in

line with the Department of Public Enterprise's Pay Revision Guidelines, operated through NPS. MDL contributes 7% of basic pay and DA to the Superannuation Pension Fund whereas minimum 3% contribution is made by the employees which is credited to National Pension Scheme.

c) Non-Executive's Superannuation (Pension) Scheme

Defined Contributory Superannuation (Pension) Scheme for Non-Executives is also operational in MDL similar to Pension Scheme for Executives. The pension scheme is operated through NPS. MDL contributes 5% of basic pay and DA to the Superannuation Pension Fund whereas similar contribution is made by the employees which is credited to National Pension Scheme.

d) New initiative by HRSBC during FY 2023-24

i) Your company has introduced a new GPA (Group Personal Accident) Policy covering all permanent, fixed term employees, apprentices, outsourced employees as well as visitors in MDL where the premium is borne by the Company.

ii) Significant steps are taken in providing Personal Pay Off (PPOs) to retiring employees on the day of their retirement under the scheme PRAYAAS implemented by EPFO. Help desk has been set up under the concept of ‘Pension Mitra' to assist employees for getting pension.

3.3 Manpower and Reservation of Posts for SCs/STs:

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

b) Total manpower strength as on 31 Mar 2024 was at 6327 (including Functional Directors) out of which the number of persons on fixed term basis were 3513 of the total strength, 95 were ex-servicemen, 927 were of Schedule Caste and 550 were of Scheduled Tribes. The percentage of Scheduled Caste and Scheduled Tribes in respect of Employees was 14.65% and 8.69% respectively.

c) Number of persons on fixed term basis as on 31 Mar 2024 were 3513 out of which 497 belonged to Scheduled Caste and 312 belonged to the Scheduled Tribes category.

d) Details of the statement showing position regarding representation of Schedule Castes and Schedule Tribes in various categories of post on 01 Jan 2023 and 01 Jan 2024 is annexed at Appendix 'A'.

3.4 Employment of Women:

As per the Recommendation No.51, Para (ii)(a) of the National Commission for Women (NCW) in its Annual Report for the FY 1995-96, the employment position of Women as on 31 Mar 2024 is given below as directed by the Ministry of Defence, vide their letter no. 39(6)/99/D(B&C), dated 27 Aug 1999.

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

i) Executives below Board level:

ii) Non-Executives (Operatives)

iii) Non-Executives (Staff)

3.5 Persons with Disabilities (PWD) as on 31 Mar 2024:

The total number of physically challenged employees as on 31 Mar 2024 were 131 and its percentage to total employees works out to 2.07%.

HIHearing Impaired, LD-Locomotive Disability, VIVisually Impaired.

3.6 Industrial Relations:

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

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

3.7 Reservation for SCs/STs/OBCs:

Your company has been observing all the Government directives and instructions issued from time to time on reservation of posts for SCs/STs/OBCs. All the rosters of SC/ST/OBC/PWD are maintained, which is inspected by the respective Liaison Officer from time to time and perused by the SC/ST Unions also. Detailed statistics regarding the total number of employees, number of women employees, recruitment made during the Calendar Year 2023 and the representation of SCs/STs/Ex-servicemen as on 01 Jan 2023 are given at Appendices A, B & C to this Report.

3.8 Grievance Redressal Committees for SCs/STs:

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

3.9 Report on Sexual Harassment under the Act.:

Following enactment of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaint Committee (ICC) has been in place to deal with and redress complaints on sexual harassment. Two (2) complaints were received during the FY 2023-24 and both were disposed-off.

4. Awards and Recognitions:

a. 21 Quality Circle teams from MDL presented their case studies in Chapter Convention on Quality Concepts (CCQC-2023) hosted by M/s Quality Circle Forum of India, Mumbai Chapter held at Zaverben Auditorium, Ghatkopar East, Mumbai 400 077 from 30^th Sept to 01 Oct '2023. All 21 QC teams won Gold (highest) Award. Following awards were Won by MDL QC teams at CCQC23:

• 1^st & 2^nd Prize in Poster Competition

• 2^nd Prize in Essay Competition and 2^nd and 3^rd prize in Slogan Competition

• Best QC Co-ordinator award

• Best Presentation of the Day Award

b. 19 QC teams from MDL had participated in 37^th National Convention on Quality Concepts (NCQC 2023) hosted by M/s Quality Circle Forum of India held at Shree Ramdeobaba College of Engineering and Management, Nagpur from 04 to 07 Jan ‘24. Out of 19, 15 QC teams won Par Excellence Award and 04 QC teams won Excellent Award.

c. SODET and M/s. GRSE Ltd jointly organized National Level Quality Circle Competition (QCC for DPSU) from 28-29 Nov '23 held at GRSE Main Unit, Kolkata, West Bengal. 3 QC teams from MDL had participated in SODET QCC and all the QC teams won top most Gold Award.

d. Dr. Santosh Kumar Mallick, ED(HR) received HR Leadership Award during 10^th PSU Awards by Governance now, presented by Mrs. Nirmal Kaur, IPS DGP and Padmashri Dr. Sanjeev Bagai, Chairman-NEPHRON on 22 Aug 2024.

e. MDL won the HR Excellence (Overall) Award during 10^th PSU Awards by Governance Now, presented by Mrs. Nirmal Kaur, IPS DGP and Padmashri Dr. Sanjeev Bagai, ChairmanNEPHRON on 22.03.2024

f. Official language Magazine 'Jaltarang' published by MDL was awarded second prize on 25^th July 2023 by Mumbai TOLIC (Town Official Language Implementation Committee).

g. MDL's In-house magazine 'Jaltarang' was selected as the best magazine and awarded the first prize by Ashirwad Rajbhasha Sansthan on 26 September 2023.

h. MDL was honored for the best seminar in the 72nd meeting (half yearly) of TOLIC held at Hotel Trident, Mumbai on 20^th December, 2023.

5. Official Language Implementation

a) Hindi Diwas/Week/Pakhwada/Month

Hindi Diwas was celebrated in MDL on 14 September 2023 and Hindi Pakhwada was celebrated from 4^th September 2023 to 14^th September 2023 in which hindi typing, quiz, dictation, translation, hindi essay, story-telling, poetry-reading and Singing competitions were organized. Separate competitions are organized in MDL for Hindi speaking and non-hindi speaking Executive and Non-Executives. A program on singing competition was organized which started with the lighting of the lamp by the CMD.

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

c) Hindi comments have been compiled on the intranet portal of MDL for the promotion of Hindi.

6. Vigilance Activities

Your company has a well-established Vigilance Department which carries out preventive, participative and punitive vigilance, suggests systemic Improvements based on the investigation of the complaints/spot checks/CTE type examination and also ensures that integrity is maintained in all functions of the organization.

Major activities carried out by Vigilance Department are as follows:

• Preventive Vigilance

During the period, 17 surprise/spot checks, 7 CTE type intensive examinations were carried out across the company and thereafter, 17 suggestions/corrective measures were recommended for Systemic Improvements and the same were promulgated through Circulars by the Directors concerned. Further, 62 complaints were handled during the period and penal action was taken against 3 employees whereas administrative action was taken against 12 employees. The Vigilance Department also scrutinized 3 CAG Audit and 20 Internal Audit Reports.

• Vigilance Awareness Week (VAW)

Following programs were conducted during the VAW:

Precursor to VAW 2023Awareness program on PIDPI complaints, Capacity building programs on related topics were undertaken during the 3 months' period 16 Aug 2023 to 15 Nov 2023.

VAW was observed commencing on 30 Oct 2023 on the theme Say No to Corruption; Commit to the Nation The digital version of MDL's Inhouse Vigilance Journal Sucharita (Vol. XXVI) was released during the Inaugural function and a skit on the Theme of VAW 2023 was also performed.

In house activities like essay, slogan, poster, quiz competitions, street plays were organized to create awareness about Vigilance. A session on Preventive Vigilance and case studies was taken by CVO for Executives of the Company.

Outreach activities like mini marathon, drawing, essay, slogan competitions were also organized, Gram-Sabha was arranged for creating awareness about Corruption among school children and citizens at Moroshi village which received a good response. Drawing competition was also conducted at National Skill Training Institute (Women), Mumbai.

Sensitization programs on Vigilance Awareness and Preventive Vigilance were organized using In-house as well as external resources for MDL employees so as to create awareness for eradicating corruption.

• Two-Days Training module on Preventive Vigilance as part of Induction/Mid-Career Training was imparted by MDL Vigilance Team to a total of 83 MDL Executives. Exposure visit of Executives at NDDB Anand was attended by 215 employees of MDL. Capacity Building Initiatives were taken in which Vigilance executives were trained on various vigilance related aspects through internal & external resources; in turn these executives impart training to MDL Executives & NonExecutives.

7.1 Corporate Governance

In terms of Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 and the DPE Guidelines, a report on Corporate Governance for the year ended 31 March, 2024 has been prepared and annexed to this Report. The Company's Secretarial Auditor has issued a certificate on Corporate Governance and is appended to the Corporate Governance Report at Appendix ‘D'.

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

Under the (RTI) Act, 2005, to facilitate provision of information to the citizens requesting for the same, your Company has evolved necessary structure by designating officers as Assistant Public Information Officer, Public Information Officer and Appellate Authority for the purpose of implementation of the RTI 2005 Act in the Company. During the FY 202324, the Company received 218 applications and 17 first appeals though online/offline mode. The information/ replies sought for were duly furnished. The Quarterly Returns are being uploaded on the Central Information Commission's (CIC) website. Proactive disclosures of information were updated on the website of MDL under RTI Link as directed by CIC

7.3 Meetings of the Board

Against the Statutory requirement of minimum 4 meetings of the Board in a Financial Year, nine meetings of the Board of Directors of the Company were held. These were held on 28 April 2023, 30 May 2023, 26 July 2023, 10 Aug 2023, 10 Oct 2023, 08 Nov 2023, 20 Dec 2023, 12 Feb 2024 and 20 March 2024 during the FY 2023-24.

7.4 Company's Policy on Directors Appointment and Remuneration

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

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

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

According to the Ministry of Corporate Affairs, Government of India's Gazette Notification No GSR 463 (E) dated 5 June 2015, your Company, a Government Company, is not required to frame a Policy on Directors' appointment and remuneration including criteria for determining qualifications, evaluation etc., under section 134(3)(e) of the Companies Act, 2013.

7.5 Board Evaluation

Pursuant to the Ministry of Corporate Affairs, Government of India's Gazette Notification No GSR 463 (E) dated 5 June 2015, the statement indicating the manner in which formal Annual Evaluation has been made by the Board of its own performance and that of its committees and individual Directors is not required for your Company, as the performance of Directors is evaluated by the Administrative Ministry.

7.6 Changes in the Board/Charge of Director

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

Shri. Chandu Sambasiva Rao (DIN 02296283) was appointed as Independent Director (Part Time NonOfficial) w.e.f. 22 Feb 2024 pursuant to the appointment letter received from Department of Defence Production, Ministry of Defence dated 22 Feb 2024.

Ministry of Defence, Dept of Defence Production vide Letter No. F No. 4/1(2)/2018/D(NS) dated May 27, 2024 regarding Current Charge arrangement of the post of Director (Submarine & Heavy Engineering) has conveyed the approval of competent authority that Director (Submarine & Heavy Engineering), MDL, Cdr Jasbir Singh is relieved of this charge with immediate effect. Cdr. Vasudev Puranik, Director Corporate Planning & Personnel, MDL is given the current charge of the post of Director (Submarine & Heavy Engineering), MDL, for a period of three months or till the further orders, whichever is earlier.

Shri. Amit Satija, Joint Secretary (DIN:08989543) has been appointed as the Government Director (Part Time Official Director) on the Board of the Company w.e.f 14 August 2024 in place of Shri. Anurag Bajpai, Additional Secretary (DIN-08948155) pursuant to order conveyed by the Ministry of Defence vide their letter No. 8(32)/2019-D (Coord/ DDP) dated 14 August 2024

7.7 Constitution of Audit Committee

Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder has been constituted by the Board. The Committee acts in accordance with the terms of reference as approved by the Board. The composition and other details are disclosed in the Corporate Governance Report. All recommendations made by the Audit Committee were accepted by the Board.

7.8 Declaration and Meeting of Independent Directors

All Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under both the Companies Act, 2013 and the SEBI Listing Regulations.

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

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

7.9 Corporate Social Responsibility (CSR)

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

The CSR Budget of your company for the FY 202324 was 7 18.37 Crores (2% of average profit of the previous three (3) Financial Years as per section 198 of Companies Act, 2013). In addition to above, a sum of 7 5.87 Crores was carried forward from the previous Financial Years as part of multi-year ongoing projects. Out of total amount of 7 24.24 Crores, your Company has spent 7 22.30 Crores (Rs 18.58 Crores against 7 18.37 Crores and 7 3.72 Crores against 7 5.87 Crores) towards CSR activities during FY 2023-24. Thus, MDL has complied with the requirement of spending 2%of average net profit (7 18.37 Crores) as a part of CSR expenditure for FY 2023-24. However, 7 2.15 Crores remains unspent towards multiyear/ongoing projects, which will be spent as part of an ongoing projects.

Your Company has executed 30 projects as part of its CSR initiatives mainly in sectors of Education, Health & Sanitation, Skill Development and Village Development. The executed projects are in line with Schedule VII of the Companies Act, 2013. The details of the major projects executed in FY 2023-24 are as under:

a) Aspirational Districts: In line with National Sickle

Cell Anaemia Elimination Mission of GoI, your Company has supported District Administration in elimination of Sickle Cell Anaemia in Nandurbar district (one of the Aspirational districts in Maharashtra). Under this project, screening of 1.20 lakhs persons from the target age groups in the district was completed.

In order to address the problem of malnutrition in Nandurbar district, your Company has undertaken creation of awareness with regard to the Breastfeeding techniques & Mother/Child Nutrition project through DA Nandurbar.

Your Company has also undertaken construction of Anganwadi centres in Nandurbar district. Your Company has also worked towards making Nandurbar, a TB Mukt district which is one of the flagship project of Government of India.

b) Contribution to Indian Institute of Technology (IITs): Being part of Schedule VII of Companies Act, 2013 in order to promote efforts of Research & Development through support to Country's premier institutions, your company has joined hands with IIT Bombay, IIT Hyderabad and IIT Indore. The research projects undertaken with IITs is expected to develop technologies in Marine/Ocean/Naval fields.

c) Healthcare & Nutrition: Your Company has continued undertaking new initiatives in the Healthcare sector in the FY 2023-24. Your Company has supported the Government Hospitals in Mumbai i.e. Sir J J Group of Hospitals, Cama & Albess Hospital, BYL Nair Charitable Hospital, Seth A J B Municipal ENT Hospital, and Bharat Ratna Dr. Bhimrao Ambedkar Memorial Hospital and thereby helped in equipping these hospitals with necessary medical items so as to serve the needy sections of the society.

MDL has completed the project to support the Charitable Hospital in Kota district, Rajasthan by providing medical equipment. MDL has continued its support towards construction of health & nutritional facility in Rajkot district, Gujarat and towards Anemia Mukt Bharat project which has benefitted 5898 patients in FY 2023-24.

Cancer Care: Your Company has given special focus towards cancer care/treatment and undertook several projects in FY 2023-24. MDL supported two shelter homes in Mumbai & Navi Mumbai so as share the burden of high living cost of patients & their dependents who are required to visit Mumbai, for availing the cancer treatment facilities at reputed institution such as Tata Memorial Hospital etc. MDL has also supported Socio Psycho counseling of more than 1.5 Lakhs cancer patients at seven Regional Cancer Centers in five different States of India.

Support to Intellectually Disabled Children: MDL provided much needed support for intellectually deficient children and adults at Children's Home in Mankhurd for the benefit of 265 children who are basically victims of natural calamities, social apathy and loss of parents.

d) Education Sector: MDL has continued its support for "MDL Super 10 project" and a total of 24 students from Shahapur area, Thane district have been provided support to get quality education at Bhonsala Military School, Nagpur.

Further, MDL has provided support for setting up of 100 ABHYASIKAS (Tuition Centres) in Vijayawada Urban slum areas for educating 2786 underprivileged slum children.

e) Skill Development: Your Company has continued its support for Apprenticeship Training at Apprenticeship Training School, MDL.

MDL has also provided support for Entrepreneurship Training for the unemployed youths in Andhra Pradesh, through five Skill Development Centres.

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

7.10 Environment and Pollution Control:

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

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

7.11 Swachh Bharat Initiatives

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

a) Clean-ship of adjacent areas/roads of MDL by external agency: MDL has engaged a clean-ship specific agency for carrying out daily cleaning of roads (approx. 4.5 km) adjacent to MDL.

b) Celebration of Swacchata hi Seva 3.0 Campaign' from 01 Oct 2023 to 31 Oct 2023 Cleanliness drive (Shramadaan) was organized from 01 Oct 2023 to 31 Oct 2023 within and surrounding areas of MDL and conducted various outreach activities like were conducted during the month of Oct 2023:

i) Identifications of Scraps

ii) Segregation of records and weeding of old records

iii) Cleanliness drive in MDL residential complex

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

v) Plogging (Picking of Single Use Plastic) and collection of Plastic waste

vi) Tree Plantation

c. Celebration of Swachhta Pakhwada, 2023 from 01^st Dec 2023 to 15^th Dec 2023. In accordance with the Ministry's guidelines promulgated, various outreach activities has been conducted from 01 Dec 2023 to 15 Dec 2023 at MDL.

7.12 Particulars of Employees and Related Disclosures

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

7.13 Extract of Annual Return

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

7.14 Directors' Responsibility Statement

As required under Section 134(3) (c) and 134(5) of the Companies Act, 2013 the Directors' Responsibility Statement is given as under, that:-

(a) In the preparation of the Annual Accounts for Financial Year ended on 31 March 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2023-24 and of the Profit and Loss of the Company for the Financial Year ended on 31 March 2024;

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

(d) The Directors have prepared the Annual Accounts for the Financial Year ended on 31 March 2024 on a going concern basis;

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

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

7.15 Statutory Auditors and their Report

The Comptroller and Auditor General of India under Companies Act, 2013 appointed M/s. C.R. Sagdeo & Co, Chartered Accountants, Mumbai as the Statutory Auditors of the Company for the FY 2023-24 as MDL is a CPSE. The Auditors have certified the Accounts and their Report is placed as a part of Annual Report.

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

7.16 Comments of the Comptroller & Auditor General of India

The Comments of the Comptroller and Auditor General of India under Section 143 of the Companies Act, 2013 and the Management reply are placed as a part of Annual Report.

7.17 Cost Auditors

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

7.18 Secretarial Audit

M/s Ragini Chokshi & Co., Practicing Company Secretaries, Mumbai were appointed to conduct Secretarial Audit of the Company for the FY 202324 pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations. The Report of the Secretarial Audit in Form MR-3 is annexed to the Directors' Report as Appendix 3 and forms part of this report. The Report does not contain qualification, reservation or adverse remark except that the Company did not have sufficient numbers of Non Executive & Independent Directors on the Board of the Company as stipulated under the SEBI Listing Regulations 2015.

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

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

i. The Company has an Internal Audit Department, which monitors compliances of Company's procedures, and policies with well-defined Annual

Audit Program and significant audit observations are reported to the Audit Committee of Board of Directors. The Internal Audit function is headed at the level of Executive Director who is reporting directly to the Chairperson & Managing Director of the Company.

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

8. Management Discussion & Analysis Report

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

9. Business Risk Management

As per Regulation 21 of the SEBI Listing Regulations, 2015 the Company has constituted a Risk Management Committee and its terms of reference, Risk Management Policy etc. are set out in the Corporate Governance Report.

10. Business Responsibility Sustainability Report (BRSR)

The Listing Regulations mandates the inclusion of the BRSR as a part of Annual Report for the top 1000 listed entities based on Market Capitalization. In compliance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

11. Future Outlook

Your Company has envisaged following measures of future outlook.

i. Infrastructure

Your Company is exploring the possibility for setting up a green field shipyard at its Nhava Yard in phased manner with short term and long term development plans. Short term development shall enable MDL to facilitate the immediate use of the existing infrastructure for Shipbuilding and Ship repair business whereas long term development is to facilitate construction of large size Vessels and Submarines including major refit and repairs.

Towards undertaking the construction of advanced and next generation Vessels, MDL has placed order for construction of a New Floating Dry Dock of 12000T capacity.

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

ii) Diversification:

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

b. Reinitiated the Heavy Engineering and Offshore Projects vertical and obtained orders from ONGC for Part Replacement of Pipeline Project worth 7 1,145 Cr.

iii. Exports:

Exports is in full alignment with the thrust of the Government of India for having footprints in the International markets. Your Company is vigorously pursuing export avenues with a vide gamut of product portfolio. In this regard, your Company has already appointed channel partners who are globally liaisoning with potential clients for export orders. The effort has already borne fruits and MDL have already bagged the following export orders:

(a) Inspection of Pipes and Valves from M/s BHIC Submarine Engineering Services Sdn Bhd Malaysia.

(b) MDL has signed contract with a Danish client for Construction and Delivery of Six (06) 7500 DWT Multi Prupose Hybrid Powered Vessels.

(c) MDL has facilitated yard facility to M/s Porrima, a Switzerland flag experimental boat.

(d) Two orders for Maintenance, Repair & Overhaul (MRO) of MI 17 Helicopter for Nepalese Army.

(e) In addition, MDL has signed Master Ship Repair Agreement (MSRA) with the US Government represented by NAVSUP Fleet Logistics Centre Yokosuka to carry out Voyage repairs of US Navy Vessels.

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

Acknowledgements

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

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

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