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.

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.

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.

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.

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.