Swan Defence and Heavy Industries Limited has informed the Exchange about intimation regarding sanction of the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited ....

SDHIL/SE/47/2026-27 6th August, 2026 BSE Limited National Stock Exchange of India Phiroze Jeejeebhoy Towers, Limited Dalal Street, Fort, Exchange Plaza, 5th Floor, Plot No. C/1, Mumbai – 400001 G Block, Bandra Kurla Complex, BSE Scrip Code : 533107 Bandra (E), Mumbai – 400051 NSE Symbol : SWANDEF Dear Sir/Madam, Subject: Intimation regarding sanction of the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited and Swan Defence and Heavy Industries Limited and their respective shareholders and creditors by the Hon’ble National Company Law Tribunal, Ahmedabad Bench. In furtherance to our letter dated 22nd June, 2026, and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”) was pleased to pass today, i.e., on 6th August, 2026, an Order sanctioning the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited ("Transferor Company") and Swan Defence and Heavy Industries Limited ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies Act, 2013 and rules made there under (“the Scheme”). A copy of the aforesaid Order dated 6th August, 2026 is enclosed herewith. The Scheme will become effective on the date of filing of the certified copy of the Order with the Registrar of Companies, Ahmedabad, Gujarat in due course. The above is for your information, records and dissemination please. Thanking you, Yours faithfully, For Swan Defence and Heavy Industries Limited [formerly known as Reliance Naval and Engineering Limited] Priti P. Dave Company Secretary & Compliance Officer ACS:- 19469 Encl.: As above. SWAN DEFENCE AND HEAVY INDUSTRIES LIMITED (Formerly known as Reliance Naval and Engineering Limited) Registered Office: Pipavav Port, Post Ucchaiya, Via-Rajula, Dist. Amreli - 365 560, Gujarat Corporate Office: Uttam House, 3rd Floor, Plot No. 69, P D’Mello Road, Carnac Bunder, Mumbai – 400 009 +91 22 4058 7300 | info@swan.co.in | www.sdhi.co.in | CIN - L35110GJ1997PLC033193 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-- 1, AHMEDABAD ITEM No.301 C.P .(CAA)28/(AHM)2026 in C.A.(CAA)/17(AHM)2026 Under Section 230-232 of Companies Act, 2013 IN THE MATTER OF: Triumph Offshore Private Limited ........ Applicants Swan Defence and Heavy Industries Limited Order delivered on: 06/08/2026 C O RAM: MR. SHAMMI KHAN, HON'BLE MEMBER (J) MR. SANJEEV SHARMA, HON'BLE MEMBER (T) O R D E R (Hybrid Mode) The case is fixed for pronouncement of order. The order is pronounced in the open court, vide separate sheet. S d ] ­ SANJEEV SHARMA SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL) IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-1, AHMED ABAD CP(CAA) / 28(AHM)2026 CA(CAA)/ 17(AHM)2026 [Company Petition under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016]. In the matter of Scheme of Arrangement and Amalgamation Memo of Parties Triumph Offshore Private Limited CIN: U74999GJ2017PTC097528 A company incorporated under the Companies Act, 2013, having its registered office at: 9 Avenue Ground Floor, Behind Raj path Club, Memnagar, Bodakdev, Ahmedabad - 380060 ... First Petitioner Company /TOPL/ /Transferor Company Swan Defence and Heavy Industries Limited CIN: L35110GJ l 997PLC033 l 93 A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Pipavav Port, Post U cchaya, Via Rajula, Rajula ­ Gujarat ... Second Petitioner Company/SDHIL/ /Transferee Company Order Pronounced on 06.08.2026 CP(CAA)/ 28(AHM)2026 CA(CAA)/ 17(AHM)2026 Triumph Offshore Private Limited & Anr. Page 1 of 45 C O R A M : MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL) A P P E A R A N C E : For the Applicants Mr. Ravi Pahwa, Advocate a. w. Ms. Gunjan Aggarwal, Advocate For the Regional Director Mr. Shiv Pal Singh, Deputy Director For the Income Tax Mr. Anand Palodara, Proxy Department Advocate For the Official Liquidator Mr. Sandeep Tupe, Technical Assistant O R D E R Per Bench 1. This is a joint Company Petition i.e. CP(CAA)/28(AHM)2026 in CA(CAA)/ 17(AHM)2026, filed by the Petitioner Companies under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as "Companies (CAA) Rules, 2016), seeking approval of the proposed Scheme of Arrangement and Amalgamation (Scheme) of Triumph Offshore Private Limited (Transferor Company) and Swan Defence and Heavy Industries Limited (Transferee Company) with effect from 01.04.2024, being the Appointed Date as mentioned in the Scheme. The said Scheme is annexed as "Annexure-G" (Pg. 389 to 424) to the Company Petition. ................................................................ cP(CAA)/ 28(AHM)2026 CA(CAA)/ 17(AHM)2026 Triumph Offshore Private Limited & Anr. Page 2 of 45 2. Affidavits dated O 1.06.2026, in support of the present company petition, were sworn by Mehul Rajyaguru, the authorized signatory of the Petitioner Companies, duly authorized vide Board Resolutions dated 22.11.2024 of the Petitioner Companies. The aforesaid affidavits and board resolutions are placed on record along with the company petition. The Board Resolutions are annexed at Annexure-E (Colly) (Pg. 358 to 379) of the company petition. 3. The proposed Scheme of Arrangement and Amalgamation ('Scheme'), inter alia, provides for (i) amalgamation of Transferor Company /Triumph Offshore Private Limited with Transferee Company/ Swan Defence and Heavy Industries Ltd. (ii) reduction and reorganization of share capital of the Transferee Company in the manner set out in the Scheme, with effect from the Appointed Date i.e. 01.04.2024. 4. The petitioner companies had filed a joint Company Application before this Tribunal, being CA(CAA)/ 17(AHM)2026, seeking dispensation of meetings of the equity shareholders of Transferor Company as well as secured and unsecured creditors of both the Petitioner Companies and for convening and holding the meeting of Equity Shareholders of the Transferee Company. 5. This Tribunal, taking into consideration the consent affidavits filed by all the equity shareholders of the Transferor Company and the submissions that the rights and interests of the secured and unsecured creditors would not be adversely affected under the Scheme, dispensed with the meetings of the ...................................................................................-. CP(CAA)/ 28(AHM)2026 CA(CAA)/ 1 7(A1HM)2026 Triumph Offshore Private Limited & Anr. Page 3 of 45 equity shareholders of the Transferor Company and the secured and unsecured creditors of both the Petitioner Companies. However, this Tribunal directed convening of the meeting of the equity shareholders of the Transferee Company and further directed issuance of notices to the concerned statutory and regulatory authorities in accordance with law. Hence, the aforesaid company application i.e. CA (CAA)/ 17(AHM) 2026, was allowed by this Tribunal, vide order dated 13.04.2026. 6. The Petitioner Companies, thereafter, filed Company Application No. 18 of 2026 seeking to modify the directions given in Para 29 of the order dated 13.04.2026 passed in CA(CAA) 1 7 of 2026 to the extent changing the cut-off date from 15.04.2026 to 18.05.2026. This Tribunal vide order dated 16.04.2026 allowed the said application and changed the cut­ off date from 15.04.2026 to 18.05.2026. 7. In compliance with the order dated 13.04.2026, passed in CA(CAA)/17(AHM)2026, read with order dated 16.04.2026, the Petitioner Companies have filed a joint affidavit of servi [Showing first 8,000 characters — download PDF for full document]