Meeting Details

  • Date: Friday, 4th September 2026
  • Time: 11:30 A.M. (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office at 6, Feltham House, 2nd Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001
  • Type: Annual General Meeting

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: Approval of Standalone and Consolidated Audited Financial Statements for year ended 31st March 2026

2. Declaration of Dividend: 15% dividend i.e. ₹0.15 per equity share of face value ₹1 each on 31,34,56,886 equity shares, totaling ₹4,70,18,533/- from profits of FY 2025-26

  • Record Date: Friday, 28th August 2026

3. Re-appointment of Directors retiring by rotation:

  • Mr. Navinbhai C. Dave (DIN: 01787259)
  • Mr. Chetan K. Selarka (DIN: 03224037)

Special Business

4. Ratification of Cost Auditor's Remuneration: ₹75,000 plus applicable taxes to M/s. Nisha Patel & Associates for FY 2026-27

5. Re-appointment of Mr. Sugavanam Padmanabhan as Whole-Time Director for 3 years from 24th September 2026 to 23rd September 2029

  • Salary: ₹2,93,667 per month in scale of ₹2,00,000 to ₹6,00,000 per month
  • Requires special resolution due to age above 75 years

6. Approval for material related party transactions of the Company (Tables 1-2)

7. Approval for material related party transactions of Subsidiaries (Tables 3-6)

8. Approval for payment of remuneration to relatives of directors:

  • Mr. Bhavik Merchant (son of MD): Up to ₹60,00,000
  • Mr. Vivek Merchant (son of WTD): Up to ₹60,00,000
  • Ms. Vinita Naman Patel (daughter of MD): Up to ₹60,00,000

Material Related Party Transactions Details

Table 1: Swan Corp Limited ↔ Swan LNG Private Limited

  • Nature: Loans/advances and borrowings between entities
  • Amount: Upto ₹6,20,000 lakhs (₹3,10,000 lakhs each way)
  • Purpose: Meeting working capital requirements
  • SLPL Financials (FY2025-26): Turnover ₹214.48 lakhs, PAT (₹9,653.24 lakhs), Net Worth ₹2,05,551.67 lakhs

Table 2: Swan Corp Limited ↔ Swan Defence and Heavy Industries Limited

  • Nature: Guarantees (₹4,00,000 lakhs), loans (₹50,000 lakhs), trade advances (₹10,000 lakhs)
  • Total: Upto ₹4,60,000 lakhs
  • SDHI Financials (FY2025-26): Revenue ₹28,213.87 lakhs, PAT (₹22,750.97 lakhs), Net Worth ₹6,437.01 lakhs

Table 3: Triumph Offshore ↔ Hazel Infra Limited

  • Nature: Mutual loans and advances
  • Amount: Upto ₹1,20,000 lakhs (₹60,000 lakhs each way)

Table 4: Triumph Offshore → Swan LNG Private Limited

  • Nature: Investment in securities
  • Amount: Upto ₹1,20,000 lakhs

Table 5: Verasco FZE ↔ Ignivis Trading FZE

  • Nature: Mutual loans and advances
  • Amount: Upto ₹60,000 lakhs (₹30,000 lakhs each way)

Table 6: Veritas International FZE ↔ Ignivis Trading FZE

  • Nature: Mutual loans and advances
  • Amount: Upto ₹60,000 lakhs (₹30,000 lakhs each way)

Voting Process and Methods

  • Remote e-Voting Period: Tuesday, 1st September 2026 (9:00 AM) to Thursday, 3rd September 2026 (5:00 PM)
  • Voting Service Provider: National Securities Depository Limited (NSDL)
  • Cut-off Date: Friday, 28th August 2026
  • Scrutinizer: Mr. Jignesh Pandya, Practicing Company Secretary (CP No. 7346)
  • Voting Methods:
  • Remote e-voting through NSDL platform
  • Voting during AGM for those who haven't voted remotely
  • Physical attendance dispensed with due to MCA circulars

Key Voting Information

  • Register of Members Closure: Saturday, 29th August 2026 to Friday, 4th September 2026 (both days inclusive)
  • Results Publication: On company website https://swan.co.in/reports and NSDL website immediately after declaration
  • Results Forwarding: To BSE and NSE immediately after declaration

Compliance Confirmation

The notice confirms compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard-2 on General Meetings
  • MCA Circulars permitting VC/OAVM meetings

Additional Information

  • Dividend Payment: Only through electronic mode mandated by SEBI from 1st April 2024
  • TDS on Dividend: Detailed tax deduction procedures provided for resident and non-resident shareholders
  • IEPF Transfers: Unpaid dividends up to FY 2017-18 and corresponding shares transferred to IEPF
  • Document Inspection: All referred documents available for inspection at registered office until 4th September 2026
  • AGM Attendance: Limited to 1000 members on first-come-first-served basis, excluding large shareholders, promoters, institutional investors, directors, KMPs, and committee chairpersons