Swan Defence and Heavy Industries Limited will conduct its 29th Annual General Meeting (AGM) on Wednesday, September 2, 2026, exclusively through Video Conferencing or Other Audio-Visual Means (VC/OAVM). The meeting is scheduled for 11:30 a.m. (IST), allowing shareholders to participate remotely in compliance with Ministry of Corporate Affairs guidelines and SEBI regulations. This virtual format ensures broader accessibility for investors while adhering to the regulatory framework established for general meetings.

Remote e-voting to facilitate shareholder participation ahead of the meeting 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. National Securities Depository Limited (NSDL) has been engaged to provide the e-voting facility.

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. An advertisement regarding the AGM was published in Financial Express (Gujarati edition) on August 12, 2026, pursuant to Regulation 30 of the SEBI LODR Regulations.

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 and Key Dates

The process allows shareholders to cast votes on all resolutions set out in the AGM notice. 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.

Swan Defence and Heavy Industries reported a widening standalone net loss of ₹4,160 lakh for the first quarter of FY27 (Q1FY27), compared to a loss of ₹3,117 lakh in the corresponding period of FY26. The deterioration reflects continued operational challenges in its shipbuilding repairs and heavy fabrication business, with revenue from operations declining sharply by 26.95% year-on-year to ₹3,061 lakh from ₹41.90 lakh. Consolidated net loss attributable to owners stood at ₹4,168 lakh, up from ₹3,079 lakh in Q1FY26.

The company’s total income for the quarter was ₹4,161 lakh, supported significantly by other income of ₹1,100 lakh, which offset some of the operational deficits given the low volume of core business revenue. However, total expenses surged to ₹8,321 lakh from ₹4,954 lakh in Q1FY26, primarily due to fixed overheads and operational costs remaining elevated despite the drop in activity. This resulted in a pre-tax loss of ₹4,160 lakh on a standalone basis. The consolidated results included a share of loss from its associate, Conceptia Software Technologies Private Limited.

Financial Performance Highlights

Earnings per share (EPS) on a standalone basis were negative ₹7.90 for the quarter, worsening from negative ₹5.92 in Q1FY26. On a consolidated basis, EPS was negative ₹7.91, compared to negative ₹5.84 in the prior year period. The paid-up equity share capital remained unchanged at ₹5,268 lakh. The unaudited financial results were reviewed by the Audit Committee and approved by the Board of Directors, chaired by Chairman & Managing Director Nikhil Merchant, on August 11, 2026. Statutory auditors N. N. Jambusaria & Co., Chartered Accountants, conducted a limited review of the results.

Strategic Developments and Outlook

Swan Defence operates exclusively in shipbuilding repairs and heavy fabrication, with no separate reportable segments. A key corporate development is the ongoing amalgamation with Triumph Offshore Private Limited (TOPL). The Board approved the Scheme of Arrangement in November 2024, involving the issuance of 1,325 8% Non-Convertible Redeemable Preference Shares to TOPL shareholders. While the National Company Law Tribunal, Ahmedabad has approved the amalgamation, the certified copy of the order is yet to be received. The financial impact of this merger is expected to be reflected in the quarter ending September 30, 2026.

What the Numbers Show

The financial data reveals a heavy reliance on non-operating income to mitigate operational deficits. With revenue from operations at just ₹3,061 lakh against total expenses of ₹8,321 lakh, the core business incurred a substantial operating deficit. Other income of ₹1,100 lakh, although lower than the ₹1,795 lakh recorded in Q1FY26, still represented over one-quarter of the total income. This structure highlights the transitional nature of the company’s current operations as it navigates low-volume shipbuilding repair contracts while preparing for the strategic amalgamation with TOPL. The widening loss underscores the pressure on margins during this interim period, indicating that cost optimization or increased order inflow is critical before the merger integration.