Key Quantitative Figures

  • Transaction Value: ₹1,800 Crores for the slump sale of the ISRF undertaking.
  • Consideration Breakdown: 50% cash (₹900 Crores) and 50% equity shares in the JVCo. (₹900 Crores).
  • ISRF FY25-26 Revenue: Approximately ₹207 Crores from about 35 repair projects.
  • ISRF Capex (as of FY25-26): ₹1,032.56 Crores.
  • Expected One-Time Profit from Sale: Approximately ₹800 Crores (subject to accounting impact).
  • Electronic Voting Sequence Number (EVSN): 261005003.

Dates of Action

  • Cut-off Date for E-Voting Eligibility: Tuesday, October 06, 2026.
  • E-Voting Commencement: 09:00 Hrs. IST on Friday, October 09, 2026.
  • E-Voting End: 17:00 Hrs. IST on Saturday, November 07, 2026.
  • Result Declaration: On or before Tuesday, November 10, 2026, 17:00 Hrs. IST.
  • Expected Transaction Completion: Prior to the end of the current financial year (FY 2026-27).

Parties Involved

  • Listed Entity: Cochin Shipyard Limited (CSL).
  • Joint Venture Partner: Drydocks World – Dubai FZCO (DDW), a DP World company.
  • Proposed JV Entity: Cochin Dubai International Ship Repair Facility Private Limited (JVCo.) - to be incorporated.
  • Scrutiniser: CS Sreekumar P. S. (FCS No. 8130, CP No. 8067), Partner, M/s. SVJS & Associates.
  • E-Voting Agency: Central Depository Services (India) Limited (CDSL).
  • Registered Valuer: Smt. S V Mathangi, M/s. M C Ranganathan & Co., Chartered Accountants, Registered Valuer (IBBI/RV/06/2019/11001).
  • Regulators for Approval: Ministry of Ports, Shipping and Waterways (MoPSW), Department of Investment and Public Asset Management (DIPAM), Cochin Port Authority.
  • Registrar and Transfer Agent (RTA): MUFG Intime India Private Limited.

Purpose & Rationale

The purpose is to seek shareholder approval via a special resolution (under Section 180(1)(a) of Companies Act, 2013 and SEBI Reg. 37A(1)) and an ordinary resolution (for a Material Related Party Transaction under Section 188(1) and SEBI Reg. 23(4)) for the transfer of the International Ship Repair Facility (ISRF) undertaking.

The stated rationale is to leverage the complementary strengths of CSL and DDW. DDW brings global expertise, operational efficiency, competitive turnaround times, and access to international ship repair projects. The JV is expected to adopt global best practices and advanced technologies, improving the quality and efficiency of India's ship repair ecosystem. It aligns with the Maritime India Vision 2030 (MIV 2030) and Maritime Amrit Kaal Vision 2047 (MAKV 2047) and supports the 'Aatmanirbhar Bharat' initiative. The structure allows CSL to monetize the ISRF asset while retaining a 50% profit share and preserving its customer base for Indian clients.

Financial & Operational Impact

  • Asset Transfer: The ISRF undertaking, a going concern, will be transferred on a slump sale basis. This includes assets, liabilities, and the existing ship repair business for vessels below 130 meters and less than 6,000-tonne weight.
  • Consideration: ₹1,800 Crores. ₹900 Crores will be received in cash (for working capital, capex, general corporate purposes) and ₹900 Crores will be received in the form of equity shares of the JVCo. issued at face value or a value determined by an independent valuer.
  • Expected Profit: A one-time profit of approx. ₹800 Crores is anticipated from the slump sale, positively impacting FY26-27 PAT and Net Worth.
  • Revenue Impact: CSL's top line is expected to be largely protected as it will retain contracting for reserved Indian customers (Defence, Naval, Government, PSUs) and offload the repair work to the JV. The capacity unlocked at CSL's main yard will allow it to pursue other repair opportunities.
  • Medium-Term Growth: The JV is projected to contribute to Group turnover growth in the range of ~₹260 Cr to ₹650 Cr and PAT growth of ~₹90 Cr to ₹180 Cr over the medium term (approx. 5 years from FY27-28 to FY31-32) compared to FY25-26 performance.

Capital Structure & Governance Impact

  • JV Shareholding: 50:50 between CSL and DDW.
  • JV Control: DDW will have consolidation rights under IFRS and operational control.
  • JV Board: Will consist of 5 directors. DDW nominates 3 directors and key management (CEO, CFO, COO). CSL nominates 2 directors. The Chairman will rotate every two years between the partners, with CSL appointing the first Chairman.
  • CSL's Continued Role: CSL will hold the long-term lease with Cochin Port Authority and will not sub-lease it, only providing an operational license to the JVCo. CSL will also secure and offload Indian ship repair business to the JV.

Additional Information

  • ISRF Details: Located on 30 hectares at Willingdon Island, Kochi, leased from Cochin Port Authority for 60 years. It has a 6,000-tonne ship lift, six workstations, 1,400m of berthing space, and a capacity for 6 vessels simultaneously/82 ships annually. It was inaugurated on January 17, 2024, and began commercial operations on August 12, 2024.
  • Valuation Report: Available on the company's website and via a provided QR code.
  • Communication: The postal ballot notice is being sent only electronically to members whose email is registered as of the cut-off date.
  • Inspection: Documents referred to in the notice are available for electronic inspection by members upon request via email until the end of the e-voting period.