We have audited the accompanying standalone financial statements of Swan Defence and Heavy Industries
Limited (“the Company”), which comprises the Balance sheet as at March 31, 2025, the Statement of Profit and
Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash
Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “the SFS”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid SFS
give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit/loss including other comprehensive income, changes in equity and its
cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143 (10) of
the Act. Our responsibilities under those SAs are further described in the ‘Auditor’s Responsibilities for the Audit of
the SFS’ section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the SFS under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the SFS.
Emphasis of Matter Paragraph
i. We draw your attention to Note 2 (B) of accompanying SFS which states that the Company has initiated major
drive for refurbishment/ restoration of some of its existing fixed assets. This will enhance balance useful life
of those assets. Accordingly, assets for which refurbishment is not completed as on March 31, 2025, the cost
incurred is shown as Capital Work in Progress.
ii. We draw attention to Note 2.2, 2.3 and 2.4 which states that the Capital Work In Progress (net of impairment)
includes assets under construction and installation amounting to INR 15,523.12 lakhs and preoperative
expenses which is Nil. The projects amounting to INR 11,854.12 lakhs are in progress for a period of less than
one year and the projects amounting to INR 3,669 lakhs are in progress for more than three years.
iii. We draw your attention to Note 26 of accompanying SFS which states the matter regarding exceptional item
that the company has recognized the Right-of-Use (ROU) asset related to the security deposit in the current
financial year retrospectively from F.Y. 2022-23 (being the year in which effect of approved Resolution Plan
was given in the books of accounts of the Company). As a result, the impact of INR 223 lakhs has been
reported in exceptional item in the standalone financial statements.
iv. We draw your attention to Note 13.2 of accompanying SFS which states that during the period the company
has taken interest free unsecured loan from Hazel Infra Limited of INR 80,595 lakhs.
v. We draw your attention to Note 39 of accompanying SFS which states that 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 alia provides 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.
vi. We draw your attention to Note 24.2 of accompanying SFS which states that during FY 2024-25, the Company
has provided for INR 1072.15 lakhs being interest on delay in payment of the first tranche as per approved
resolution plan as per NCLT Order from April 01, 2024, till the date of actual payment, i.e. August 07, 2024.
vii. We draw attention to Note 4.2 of accompanying SFS which states that 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.
viii. We draw attention to Note 5 of accompanying SFS which states that as on March 31, 2025, the Company
has given Security Deposit (short-term and long-term) amounting to INR 7,632.94 Lakhs. Out of the above
security deposit, an amount of INR 7,370 Lakhs has been given to M/S E-Complex Private Limited (“ECPL”)
against the land taken from them on lease as a refundable deposit, in current financial year the same has
been represented at present value of INR 5458.58 Lakhs as per Ind AS 116. ECPL was admitted under CIRP
by NCLT. The claim submitted by the Resolution Professional of the Company was not accepted by the
Resolution Professional of ECPL. The CIRP process was completed as per the NCLT order dated December
04, 2023. The said order of NCLT 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. As per lease
agreements, the lease tenure of SEZ land is for 60 years in blocks of 20 years. The first block of 20 years is
expiring in the year 2028. Till the time the Company is in possession of said land, the question of refund of
security deposit doesn’t arise and therefore the enduring benefit from use of the land is going to be received
by the Company. The company does not foresee any probability in diminution in the value of the security
deposit and hence no impairment provision is needed for the same. Further, the recoverability of the certain
security deposits kept with Court against certain legal ongoing cases are subject to the outcome of the said
cases.
Our opinion on the accompanying SFS is not modified in respect of the above mentioned matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
i. The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual Report, but does not include the Consolidated Financial Statements,
Standalone Financial Statements and our auditors’ report thereon. The Director’s report is expected to be
made available to us after the date of this auditor’s report.
ii. Our opinion on the SFS does not cover the other information and we do not express any form of assurance
conclusion thereon.
iii. In connection with our audit of SFS, our responsibility is to read the other information and, in doing so,
consider, whether the other information is materially inconsistent with the SFS, or our knowledge obtained
during our audit or otherwise appears to be materially misstated.
iv. If, based on the work we have performed, we conclude that there is any material inconsistency, we are
required to report that fact. We have nothing to report in this regard..
Management’s Responsibilities for the Statements
i. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these SFS that give a true and fair view of the financial position, financial
performance including other comprehensive income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the SFS that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
ii. In preparing the SFS, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
iii. The Company’s Board of Directors are also responsible for overseeing the company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the SFS
Our objectives are to obtain reasonable assurance about whether the SFS as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these SFS.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the SFS, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
SFS or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the SFS, including the disclosures, and whether
the SFS represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the SFS that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the SFS may be influenced.
We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the SFS.
We communicate with those charged with governance (‘TCWG’) regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide TCWG with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with TCWG, we determine those matters that were of most significance in the
audit of the SFS of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other Matter Paragraph
i. 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.
Our opinion on the accompanying SFS is not modified in respect of the above mentioned matter..
Report on Other Legal and Regulatory Requirements
(A) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government
in terms of Section 143(11) of the Act, we give in “Annexure A”, a statement on the matters specified in
paragraphs 3 and 4 of the Order.
(B) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements (SFS) comply with the Ind AS specified
under Section 133 of the Act.
(e) On the basis of the written representations received from the directors of the company as on
the date of signing of these SFS (as restated) which has been taken on record by the Board of
Directors of the company, none of the directors of the company incorporated in India is disqualified
as on the date of signing of these SFS from being appointed as a director in terms of Section 164(2)
of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statement.
ii. Bases on the representations by the company, we have noted that Company does not have
any long-term contracts, including derivative contracts, for which there were any material
foreseeable losses.
iii. Based on the latest available secretarial audit report and representations from the company,
we noted that company is not required to transfer amounts to the Investor Education and
Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, no
funds have been received by the Company from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or
on behalf of the Funding Party or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (a) and (b) above, contain any
material misstatement.
v. The company has not declared or paid any dividend during the year and has not proposed
final dividend for the year.
vi. Based on our examination, which included test checks, in terms of Rule 3 (1) of the
Companies (Accounts) Rules, 2014, applicable on or after April 1, 2023, the Company has
used accounting software for maintaining its books of account for the financial year ended
March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software. Further,
during the course of our audit, we did not come across any instance of the audit trail feature
being tampered with. Accordingly, reporting under Rule 11 (g) of the Companies (Audit and
Auditors) Rules, 2014 about preservation of audit trail for record retention is not applicable for
the financial year ended March 31, 2025.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.
The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are
required to be commented upon by us.
For N. N. Jambusaria & Co.
Chartered Accountants
Firm Reg. No: 104030W
Nimesh Jambusaria
Partner
Membership Number.: 038979
UDIN: 25038979BMIWRO9982
Place: Mumbai
Date: May 23, 2025
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