Swan Defence and Heavy Industries Limited has informed the Exchange about the receipt of the certified true copy of the Order obtained from the Hon''ble National Company Law Tribunal, Ahmedabad ....

SDHIL/SE/56/2026-27 26th August, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, Fort, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400001 Mumbai – 400051 BSE Scrip Code : 533107 NSE Symbol : SWANDEF Dear Sir/ Madam, Subject: Certified true copy of the Order obtained from the Hon’ble National Company Law Tribunal, Ahmedabad Bench in the matter of 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. 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 Company, on 25th August, 2026, has received the certified copy of the order of Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble NCLT”), approving the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited and Swan Defence and Heavy Industries Limited 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 (“Scheme”). The Scheme shall become effective upon filing of the aforesaid certified true copy of the Hon’ble NCLT’s order with the Registrar of Companies, Ahmedabad. A certified copy of the Order of the Hon’ble NCLT is enclosed. 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, AHMED ABAD 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 CO RAM: MR. SHAMMI KHAN, HON'BLE MEMBER (J) MR. SANJEEV SHARMA, HON'BLE MEMBER (T) ORDER (Hybrid Mode) The case is fixed for pronouncement of order. The order is pronounced in the open court, vide separate sheet. Sdl-- --Sp SANJEEV SHARMA SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL) National Company Law Tribunal Ahmedabad Bench Application No.: CCR/NCLT/2026/28/00361 Date of Application: 2026-08-24 No. of Pages: 46 Fees Paid: 230 Valid with Facing Sheet Only.: 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: 9t Avenue Ground Floor, Behind Raj path Club, Memnagar, Bodakdev, Ahmedabad - 380060 ... First Petitioner Company/TOPL/ /Transferor Company Swan Defence and Heavy Industries Limited CIN: L35110GJ1 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 National CoCmpoanmy Lapw aTrnibuyna/l SDHIL/ /TArhmaendabsadf Beerncehe Company Application No.: CCR/NCLT/2026/28/00361 Date of Application: 2026-08-24 OrdeNl o. oPf Pragoesn: oun4c6ed on 06.08.2026 Fees Paid: 230 Valid with Facing Sheet Only.: ......-......................................................................-....... CP(CAA)/ 28(AHM)2026 in CA(CAA)/ 1 7(AHM)2026 Triumph Offshore Private Limited & Anr. Page 1 of 45 CO RAM: MR. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) MR. SANJEEV SHARMA, HON'BLE MEMBER (TECHNICAL) APPEARANCE: 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 ORDER 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. Th said Scheme is annexed as National Company Law Tribunal "Annexure-G" (Pg. 389 to 424) o the CompaAhnmeyda baPd eBetnicthion. Application No.: CCR/NCLT/2026/28/00361 Date of Application: 2026-08-24 No. of Pages: 46 Fees Paid: 230 Valid with Facing Sheet Only.: CP(CAA)/28(AHM)2026 in CA(CAA)/ 1 7(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 shareholde0It4qroan Inrpsc alls.no. yr and the submissions that th rights and interests of the National Company Law Tribunal Ahmedabad Bench secured and unsecured credi rs would not be adversely Application No.: CCR/NCLT/2026/28/00361 Date of Application: 2026-08-24 affected under the Scheme, disp nsed with the meetings of the No. of Pages: 46 Fees Paid: 230 Valid with Facing Sheet Only.: .......................................... CP(CAA)/ 28(AHM)2026 in CA(CAA)/ 1 7(AHM)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)/ 1 [Showing first 8,000 characters — download PDF for full document]