Swan Corp Limited — Capital/Financing Update 2024

May 15, 2024

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Swan/nse/bse Dept. of Corporate Compliances, National Stock Exchange Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra –Kurla Complex, Bandra-East, Mumbai – 400 051 Symbol: SWANENERGY

15 May, 2024

Dept. of Corporate Service BSE Limited, P.J. Tower, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 503310

Dear Sir / Madam,

Subject: Monitoring Agency Report for the quarter ended March 31, 2024

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), we are enclosing herewith the ‘Monitoring Agency Report’ for the quarter ended March 31, 2024, in relation to the Qualified Institutional Placement (QIP) of Equity Shares of the Company as received from Monitoring Agency, Care Ratings Limited.

You are requested to take the above information on record.

Thanking you,

Yours faithfully, For Swan Energy Limited

Arun Digitally signed by Arun Satyanarain Satyanarain Agarwal Date: 2024.05.15 Agarwal 15:30:52 +05'30' (Arun Agarwal) Company Secretary

Enclosed as above

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CARE/NRO/RL/2024-25/1150

Monitoring agency report

The Board of Directors Swan Energy Limited 6, Feltham House, 10, J.N. Heredia Marg, Ballard Estate, Mumbai – 400 001

14/05/2024

Dear Sir/Ma’am,

- Monitoring Agency Report for the quarter ended March 31[st] ,2024 in relation to the QIP of Swan Energy Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Qualified institutional placement for the amount aggregating to Rs. 3,319.17 crore of the Company and refer to our duties cast under 173A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated February 20[th] , 2024.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Akhil Kumar Associate Director Akhil.Kumar@careedge.in

CARE Ratings Limited

Plot no. C-001 A/2 Sector 16B, Berger Tower. Noida, Gautam Budh Nagar (UP) - 201301, Gautam Budh Nagar (UP) - 201301

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4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in

CIN-L67190MH1993PLC071691

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Report of the Monitoring Agency (MA)

Name of the issuer: Swan Energy Limited For quarter ended: March 31, 2024 Name of the Monitoring Agency: CARE Ratings Limited

(a) Deviation from the objects: Nil

• (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature: Akhil Kumar Associate Director

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1) Issuer Details:

Name of the issuer Name of the promoters

Industry/sector to which it belongs

: Swan Energy Limited

: Mr. Navinbhai Chandulal Dave, Mr. Nikhil Merchant and Mr. Paresh Merchant

: Petrochemicals & Textiles

2) Issue Details

Issue Period Type of issue Type of specified securities IPO Grading, if any Issue size (in `crore)

: Date of allotment: 28[th] February 2024 : Qualified Institutional Placement : Equity shares : Not applicable : Rs. 3319.17 crore (Note 1)*

• The offer comprises of 4,95,39,886 number of equity shares of face value of Rs 1 at an issue price of Rs.670 per equity share as determined on the relevant date in accordance with the provisions of Chapter V of the SEBI ICDR Regulations aggregating to Rs.33,19,17,23,620 for cash consideration by way of allotment to Specified investors/Identified investors.

Particulars	Remarks
Total equity shares issued and subscribed as part of QIP	4,95,39,886
Equity issue price (Rs. per share)	670.00
Total proceeds received from equity shares issued (in Rs. Crore)	3,319.17
Net proceeds available for utilization (in Rs. Crore)	3,275.17#

Out of the total proceeds received of Rs. 3,319.17 crore, utilization is being monitored excluding issue related expenses of Rs. 44.00 crore.

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for **preparation of report **	Comments of the Monitoring Agency	Comments of the Board of **Directors **
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Chartered Accountant certificate*, Bank statements, Placement document	Yes	No comments
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosedinthe Offer Document?	No material deviation	Chartered Accountant certificate*, Bank statement, Placement document	Not applicable	No comments
Whether the means of finance for the disclosed objects oftheissuehave changed?	Not applicable	Not applicable	Not applicable	No comments
Is there any major deviation observed over the earlier monitoring agencyreports?	Not applicable	Not applicable	Not applicable	No comments
Whether all Government/statutory approvals related to the object(s) have been obtained?	Not applicable	Not applicable	Not applicable	No comments
Whether all arrangements pertaining to technical assistance/collaborationareinoperation?	Not applicable	Not applicable	Not applicable	No comments
Are there any favorable/unfavorable events affecting the viability of these object(s)?	No	No	Not Applicable	No comments
Is there any other relevant information that may materially affect the decision making of the investors?	No	No	Not Applicable	No comments

• Chartered Accountant certificate from N.N Jambusaria & Company, Chartered Accountants (Statutory Auditor) dated May 07, 2024

• Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

• b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

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4) Details of objects to be monitored:

(i) Cost of objects –

		Source of information /	Original cost		Comments	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
Sr. No	Item Head	certifications considered b ii f	(as per the Offer i	Revised Cost in Rs.	of the	Reason	Proposed	Particulars of -firm
		y Montorng Agency or preparation of report	Document) n Rs. Crore	Crore	Monitoring **Agency **	for cost revision	financing option	arrangements made
1	Investment into Subsidiaries for repayment / pre- payment, in full or in part, of certain outstanding borrowings (including accrued interest) availed by the Subsidiaries, namely Swan LNG Private Limited and Triumph Offshore Private Limited	Chartered Accountant certificate*, Placement Document	2500.00	Not applicable	-	No comments	No comments	No comments
2	General Corporate Purpose	Chartered Accountant certificate*, Placement Document	775.17	Not applicable		No comments	No comments	No comments
Total			3275.17

• Chartered Accountant certificate from N.N Jambusaria & Company Chartered Accountants (Statutory Auditor) dated May 07, 2024

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(ii) Progress in the objects –

Sr. No	Item Head	Source of information / certifications	Amount as proposed in the	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Amount utilised in Rs. Crore	Unutilised	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors
							amount in
							Rs. crore
		considered by Miti	Offer
				As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore	At the end of the quarter in Rs. Crore			Reasons for idle funds	Proposed course of action
		onorng Agency for preparation of report	Document in Rs. Crore
1	Investment into Subsidiaries for repayment / pre-payment, in full or in part, of certain outstanding borrowings (including accrued interest) availed by Subsidiaries, namely Swan LNG Private Limited and Triumph Offshore Private Limited	Chartered Accountant certificate*, Bank Statements	2500.00	0.00	2230.96	2230.96	269.04	Pls refer Note 1 Pls refer Note 2	No comments	No comments
2	General Corporate Purpose	Chartered Accountant certificate*, Board resolution copy, Bank Statements	775.17	0.00	5.04	5.04	770.13		No comments	No comments
Total			3275.17	00.00	2236.00	2236.00	1039.17

• Chartered Accountant certificate from N.N Jambusaria & Co. Chartered Accountants (Statutory Auditor) dated May 07, 2024

Note 1: Company has transferred Rs. 2,210 crore from its monitoring account to its subsidiary, Swan LNG Private limited current account out of which Rs. 2,204.96 crore are utilised for repayment of term loan (including accrued interest) and balance Rs. 5.04 crore are utilised towards general corporate purposes of Swan LNG Private Limited.

Note 2: Company has transferred Rs. 26 crore from its monitoring account to its subsidiary, Triumph offshore private limited. Entire amount was utilised for repayment of term loan (including accrued interest)

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(iii) Deployment of un-utilized proceeds:

Sr. No.	Type of instrument and name of the entity invested in	Amount invested (Rs. crore)	Maturity date	Earning	Return on Investment(%)	Market Value as at the end ofquarter
1	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
2	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
3	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
4	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
5	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
6	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
7	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
8	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
9	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
10	Fixed Deposit	100.00	05-04-2024	5.00%	5.00%	100.35
11	Fixed Deposit	39.22#	30-04-2024	5.00%	5.00%	39.22
12	Fixed Deposit	4.99	25-04-2024	5.50%	5.50%	4.99
13	Fixed Deposit	4.99	10-04-2024	5.00%	5.00%	4.99
14	Fixed Deposit	2.02	02-04-2024	4.80%	4.80%	2.02
15	OutstandingBank Balance	0.42#
		1051.64*

• Rs. 1051.64 crore of total unutilized amount includes Rs. 12.23 crore of issue related expenses which is not incurred till Mar’24, Rs. 0.24 crore as the interest earned and balance Rs. 1039.17 crore is unutilized portion of net proceeds.

Out of Rs. 0.24 crore interest earned, Rs.0.22 crore is again invested in FDR given in Sr. no. 11 and balance Rs. 0.02 crore is included in the bank balance.

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(iv) Delay in implementation of the object(s):

	Completion Date	Completion Date		Comments of the Board of Directors	Comments of the Board of Directors
			Delay (no. of
Objects					Proposed course of
	As per the offer document	Actual	days/ months)	Reason of delay
					action
Investment into our Subsidiaries for repayment / pre-payment, in full or in part, of certain outstanding borrowings (including accrued interest) availed by our Subsidiaries, namely Swan LNG Private Limited and Triumph Offshore Private Limited	Entire amount by fiscal 24	Delay than estimated schedule*		No comments	No comments
General Corporate Purpose	Rs. 725.17 crore in fiscal 24 and balance Rs. 50 crore in fiscal 25	Delay than estimated schedule*		No comments	No comments

*However, as per the company’s placement document, If the Net Proceeds are not utilized (in full or in part) for the Objects for the period stated above due to any reason, including (i) the timing of completion of the Issue; (ii) market conditions outside the control of our Company; and (iii) any other economic, business and commercial considerations, the remaining Net Proceeds shall be utilized (in part or full) in subsequent periods in such manner as may be determined by Company i.e. SEL, in accordance with applicable laws. Further, Company may also utilise any portion of or the entire Net Proceeds, towards the aforementioned objects, ahead of the estimated schedule of deployment of net proceeds.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr.			Source of information / certifications considered by	Comments of Monitoring	Comments of the
	Item Head	Amount in Rs. Crore
No			Monitoring Agency for preparation of report	Agency	Board of Directors
1	General Corporate Purpose	5.04	Chartered Accountant certificate*,Bank Statement	Pls refer below	No comments
	Total	5.04

• Chartered Accountant certificate from N.N Jambusaria & Company Chartered Accountants (Statutory Auditor) dated May 07, 2024

• *Rs. 5.04 crore is incurred in GCP which includes salary payment, payment to Gujarat infrastructure and break water payment etc.

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable. c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report. d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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