Swan Defence and Heavy Industries Limited will hold its 29th Annual General Meeting (AGM) on Wednesday, September 2, 2026, at 11:30 a.m. (IST). The meeting will be conducted exclusively through Video Conferencing or Other Audio-Visual Means (VC/OAVM), allowing shareholders to participate and vote remotely. This virtual format ensures broader accessibility for investors while complying with regulatory frameworks established by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The company has enabled remote e-voting to facilitate shareholder participation ahead of the meeting. The voting window opens on Sunday, August 30, 2026, at 9:00 a.m. (IST) and closes on Tuesday, September 1, 2026, at 5:00 p.m. (IST). Voting rights are determined by the shareholding pattern as of the cut-off date, Wednesday, August 26, 2026. Shareholders who cast their votes during this remote period cannot vote again during the live meeting, although they may still attend via VC/OAVM.

Regulatory Compliance and Disclosures

The notice for the AGM was issued in compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company also adhered to Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Physical copies of the Annual Report and Notice were dispatched only to shareholders who had not registered email addresses or who specifically requested them. All other communications were sent electronically to members registered with the company, its Registrar and Transfer Agent (RTA), M/s KFin Technologies Limited, or Depository Participants.

E-Voting Mechanism

National Securities Depository Limited (NSDL) has been engaged to provide the e-voting facility. The process allows shareholders to cast votes on all resolutions set out in the AGM notice. Key details for the voting process include:

Mr. Jignesh Pandya, Practicing Company Secretary (CP No. 7346) of M/s. Jignesh M. Pandya & Co., has been appointed as the Scrutinizer to oversee the remote e-voting process before and during the AGM. His role is to ensure the voting procedure is conducted in a fair and transparent manner.

Accessing Documents and Support

Shareholders can access the Notice and the Annual Report for the financial year 2025-26 on the company’s website at www.sdhi.co.in . The documents are also available on the websites of BSE Limited, the National Stock Exchange of India Limited, and NSDL’s e-voting portal.

For technical assistance related to login issues, individual shareholders holding securities in demat mode with NSDL can contact the helpdesk at evoting@nsdl.com or call 022-4886 7000. Those holding securities with Central Depository Services (India) Limited (CDSL) may reach out via helpdesk.evoting@cdslindia.com or the toll-free number 1800 22 5533.

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited (Transferor Company) and Swan Defence & Heavy Industries (Transferee Company). The order, passed on August 6, 2026, consolidates the offshore operations of both entities under a single corporate structure, aiming to streamline vessel design, construction, financing, and management. This strategic move is designed to enhance competitive positioning in global shipbuilding and heavy engineering sectors while creating economies of scale.

The scheme becomes effective upon filing the certified copy of the order with the Registrar of Companies, Ahmedabad. Under the approved arrangement, Triumph Offshore will be dissolved without winding up, and all its assets, liabilities, rights, and obligations will vest in Swan Defence. The appointed date for the scheme is April 1, 2024. Equity shareholders of Triumph Offshore holding fully paid-up equity shares as on the effective date will receive 1,325 new preference shares of Swan Defence (face value ₹10 each) for every 1,000 equity shares held. This exchange ratio was recommended by Registered Valuer Pawan Shivkumar Poddar based on a valuation date of November 22, 2024.

A critical component of the scheme is the reduction and reorganization of Swan Defence’s share capital. As per audited financial statements as of March 31, 2024, Swan Defence carried a debit balance in its Retained Earnings Account of ₹2,10,649.38 lakhs. To address this, the credit balances from Capital Reserves (₹79,745.87 lakhs) and Securities Premium (₹1,50,011.33 lakhs) will be adjusted against the retained earnings deficit. The company stated this adjustment would result in a true and fair reflection of 'Other Equity' in the balance sheet and enable future dividend payments without impacting the shareholding pattern or liquidity.

Regulatory Compliance and Observations

The NCLT addressed several observations from statutory authorities before sanctioning the scheme. The Regional Director and Registrar of Companies highlighted discrepancies in the Index of Charges on the MCA portal versus disclosures made by the companies. Swan Defence clarified that pending charges were pre-Corporate Insolvency Resolution Process (CIRP) liabilities extinguished under the Insolvency and Bankruptcy Code, 2016, following the approval of its resolution plan on December 23, 2022. The company undertook to resolve remaining discrepancies in the charge records.

Additionally, authorities noted non-compliances related to Corporate Social Responsibility (CSR) filings for FY 2020-21 and FY 2021-22 by Triumph Offshore, and delayed Annual General Meetings (AGMs) for Swan Defence for FY 2020-21 to FY 2022-23. Swan Defence submitted that these defaults occurred during the CIRP period under previous management or resolution professionals and are covered by the 'clean slate' provision of the IBC. The company filed belated CSR forms and compounding applications for AGM delays, undertaking full compliance with future statutory requirements.

Financial Position of Entities

The financial data presented to the tribunal highlights the differing scales of the two entities prior to amalgamation. For the financial year 2024-25, Triumph Offshore reported revenue from operations of ₹38,103.52 lakhs and a profit before tax of ₹1,55,819.83 lakhs, driven significantly by other income of ₹1,90,159.30 lakhs. In contrast, Swan Defence reported revenue from operations of ₹703.46 lakhs and a loss before tax of ₹18,149.30 lakhs during the same period, despite other income of ₹1,050.62 lakhs. The authorized share capital of Triumph Offshore was ₹50,00,00,00,000, while Swan Defence’s was ₹1,50,00,00,00,000. Post-merger, the consolidated authorized share capital will be ₹2,00,00,00,00,000.

What the Numbers Show

The financial profile of Triumph Offshore reveals a significant divergence between operational revenue and total profitability. With revenue from operations at ₹38,103.52 lakhs but profit before tax exceeding ₹1.55 lakh crores, the entity’s earnings are predominantly driven by non-operational 'other income' rather than core business activities. Conversely, Swan Defence’s operational revenue is minimal relative to its scale, and it continues to report losses from operations. The amalgamation appears strategically focused on integrating Triumph Offshore’s asset base and capabilities into Swan Defence’s larger corporate structure, leveraging the latter’s post-insolvency clean slate to absorb historical complexities while potentially utilizing the transferee’s reserve positions to stabilize balance sheet metrics.