Swan Defence & Heavy Industries Limited has notified the stock exchanges of an upcoming Board of Directors meeting pursuant to Regulation 29 and 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The meeting is scheduled for Wednesday, May 27, 2026, and will deliberate on key financial and capital-raising matters for the fiscal year ended March 31, 2026. The intimation was issued on May 19, 2026, and signed by Company Secretary & Compliance Officer Priti P. Dave.

Board Meeting Agenda

The Board meeting has been convened to consider and approve two primary agenda items. The following table outlines the key matters to be taken up:

Fund-Raising Proposal

Among the significant items on the agenda is a proposal to raise funds through the issuance of securities. The Board will consider multiple routes, including Qualified Institutions Placement, Debt Issue, Preferential Issue, Further Public Offer, Right Issue, or any permissible combination thereof. The fund-raising, if approved, would be executed in one or more tranches and remains subject to the approval of shareholders and/or relevant regulatory or statutory authorities, as applicable under prevailing laws.

Trading Window Closure

In accordance with the company's Code of Conduct for Prohibition of Insider Trading, formulated under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the trading window for dealing in the securities of Swan Defence and Heavy Industries has been closed. As communicated vide letter dated March 26, 2026, the trading window closure is effective from April 1, 2026, and will remain in force until 48 hours after the announcement of the audited financial results for the quarter and year ended March 31, 2026.

Regulatory Disclosures and Availability of Information

The notice of the Board meeting is available on the company's official website at www.sdhil.co.in , in compliance with Regulation 46(2)(i)(i) of the Listing Regulations. Further details related to the meeting are also accessible on the websites of the National Stock Exchange of India ( www.nseindia.com ) and BSE Limited ( www.bseindia.com ). Swan Defence and Heavy Industries, formerly known as Reliance Naval and Engineering Limited, is registered at Pipavav Port, Post Uochaiya, Via-Rajula, Dist. Amreli - 365 560, Gujarat, with its corporate office located at Vakils House, 1st Floor, Shri Shivsagar Ramgulam Marg, Ballard Estate, Mumbai - 400 001.

Swan Defence & Heavy Industries Limited has published newspaper advertisements confirming the shareholder meeting scheduled for May 25, 2026, to consider and approve the comprehensive scheme of arrangement and amalgamation with Triumph Offshore Private Limited. The advertisements were published in Business Standard (English - All Editions) and Jansatta (Gujarati – Gujarat Edition) as required under regulatory compliance.

Meeting Details and Regulatory Framework

The National Company Law Tribunal (NCLT) Ahmedabad Bench has directed the meeting through orders dated April 13, 2026, and April 16, 2026. The meeting will be conducted at 10:30 AM IST through video conferencing as per Ministry of Corporate Affairs guidelines.

The NCLT has appointed Mr. Abhay Ranjan as Chairperson and Mr. Mubassir Jalees Khan as Scrutinizer for the meeting. The notice and explanatory statement have been dispatched electronically to shareholders whose email addresses are registered with the Company or Registrar and Transfer Agents as on March 20, 2026.

Scheme Components and Capital 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. Any fraction arising from the allotment will be rounded off to the nearest integer.

Business Operations and Strategic 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.

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. The authorized capital will increase to INR 2,00,00,00,000, comprising 15,00,00,00,000 equity shares and 5,00,00,00,000 preference shares of INR 10/- each.

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. The valuation report was issued by Pawan Shivkumar Poddar (Reg No. – IBBI/RV/06/2019/12475), and the fairness opinion was provided by Navigant Corporate Advisors Limited (SEBI Reg No. INM000012243), both dated November 22, 2024.

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. KFin Technologies Limited has been appointed to provide facility for remote e-voting and e-voting during the meeting.