Swan Defence and Heavy Industries Schedules Shareholder Meeting for Amalgamation with Triumph Offshore

Swan Defence & Heavy Industries Limited has announced that it will convene a meeting of equity shareholders on May 25, 2026, to consider and approve a comprehensive scheme of arrangement and amalgamation with Triumph Offshore Private Limited. The meeting, scheduled for 10:30 AM IST, will be conducted through video conferencing as directed by the National Company Law Tribunal (NCLT) Ahmedabad Bench.

Meeting Details and Voting Process

The NCLT has appointed Mr. Abhay Ranjan as Chairperson and Mr. Mubassir Jalees Khan as Scrutinizer for the meeting. Shareholders will have multiple voting options, including remote e-voting and e-voting during the meeting.

Parameter Details Meeting Date May 25, 2026 Time 10:30 AM IST Mode Video Conference/Audio-Visual Means Cut-off Date May 18, 2026 Remote E-voting Period May 22, 2026 (09:00 AM) to May 24, 2026 (05:00 PM)

Scheme Components and Structure

The proposed scheme encompasses two primary components: capital restructuring of Swan Defence and the amalgamation with Triumph Offshore Private Limited. Under the capital restructuring, the company will adjust credit balances from Capital Reserve and Securities Premium against the debit balance in Retained Earnings Account.

For the amalgamation consideration, Swan Defence will issue preference shares to Triumph Offshore shareholders at a ratio of 1325 preference shares of INR 10/- each for every 1000 equity shares of INR 10/- each held in Triumph Offshore.

Company Information and Capital Structure

Company Details Swan Defence Triumph Offshore Incorporation Date October 17, 1997 May 24, 2017 Current Paid-up Capital INR 52,68,21,500 INR 12,03,75,00,000 Listing Status BSE and NSE Listed Unlisted

Post-scheme, Swan Defence's capital structure will include 5,26,82,150 equity shares and 1,59,49,68,750 non-cumulative redeemable preference shares, totaling INR 16,47,65,09,000 in issued and paid-up capital.

Business Operations and Rationale

Swan Defence operates in shipbuilding, ship construction, and defense vessel manufacturing, while Triumph Offshore focuses on floating storage regasification units, port operations, and related maritime services. The amalgamation aims to consolidate maritime activities under a single entity, creating operational synergies and economies of scale.

The scheme will enable better control over the entire value chain from vessel design to financing and management, positioning the merged entity to compete effectively in naval defense, energy infrastructure, and commercial shipping markets.

Regulatory Approvals and Documentation

The scheme has received observation letters from both BSE and NSE dated March 27, 2026. The company has filed comprehensive documentation including valuation reports, fairness opinions, and financial statements spanning multiple annexures from the notice.

Shareholders can access complete documentation on the company's website at www.sdhi.co.in/scheme-of-amalgamation and through the websites of BSE and NSE. The scheme remains subject to NCLT approval and other regulatory sanctions as may be required.

Swan Defence and Heavy Industries Limited has issued a postal ballot notice to shareholders for the appointment of Mr. Jayaramakrishnan Kannan as Non-Executive Independent Director. The company announced the e-voting process under Regulation 30 of SEBI Listing Regulations on April 16, 2026, and subsequently submitted newspaper advertisement copies to stock exchanges on April 17, 2026.

E-Voting Schedule and Process

The remote e-voting facility will be available to shareholders through KFin Technologies Limited from April 20, 2026 at 9:00 AM IST to May 19, 2026 at 5:00 PM IST. The company has appointed CS Jignesh M. Pandya as the scrutinizer for conducting the postal ballot process.

Parameter: Details E-voting Start Date: April 20, 2026 (9:00 AM IST) E-voting End Date: May 19, 2026 (5:00 PM IST) Cut-off Date: April 10, 2026 Results Declaration: On or before May 21, 2026 Scrutinizer: CS Jignesh M. Pandya E-voting Service Provider: KFin Technologies Limited

Director Appointment Details

The postal ballot seeks shareholder approval for appointing Mr. Jayaramakrishnan Kannan (DIN: 06551104) as Non-Executive Independent Director. He was initially appointed as Additional Director on March 31, 2026, subject to shareholder approval.

Appointment Details: Information Director Name: Mr. Jayaramakrishnan Kannan DIN: 06551104 Position: Non-Executive Independent Director Appointment Date: March 31, 2026 Term Duration: 5 years (March 31, 2026 to March 30, 2031) Age: 72 years Qualification: Post-graduate in Management (Systems & Marketing)

Professional Background

Mr. Kannan brings extensive experience from the Information Technology industry, with around 40 years of professional experience including over 30 years with Tata Consultancy Services (TCS). During his tenure at TCS, he held various leadership positions including Vice President – Global Alliances and Regional Manager in Maryland, USA. His expertise encompasses:

Strategic alliances and business development

Client relationship management with global clients like American Express, Time Warner, Target, and Nasdaq

Technology consulting and corporate strategy

Corporate governance and board advisory roles

Current Directorships

Mr. Kannan currently serves as director in multiple listed public companies including Swan Corp Limited, Jain Resource Recycling Limited, Veritas (India) Limited, and Methodhub Software Limited. He also holds committee positions across these companies, serving as Chairman of Corporate Social Responsibility Committee at Jain Resource Recycling Limited and Audit Committee at Methodhub Software Limited.

Regulatory Compliance and Documentation

On April 17, 2026, the company submitted copies of newspaper advertisements published in Financial Express (English and Gujarati editions) to BSE Limited and National Stock Exchange of India Limited. The submission was made through Company Secretary Priti P. Dave under reference number SDHI/SE/07/2026-27.

Compliance Details: Information Advertisement Date: April 17, 2026 Publications: Financial Express (English & Gujarati) BSE Scrip Code: 533107 NSE Symbol: SWANDEF Company Secretary: Priti P. Dave (ACS: 19469)

The postal ballot notice has been sent electronically to shareholders whose email addresses are registered with the company or depositories as on the cut-off date of April 10, 2026. Only shareholders holding shares as on this date are eligible to vote. The company is conducting the postal ballot in compliance with the Companies Act, 2013, SEBI Listing Regulations, and relevant MCA circulars, with voting available only through electronic mode.

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation. We plan to change that - a technology-led platform built for super traders and long term investors.