Swan Defence 29th AGM Approves All Eight Resolutions

Meeting Details

Type of Meeting: 29th Annual General Meeting (AGM)
Date of Meeting: Wednesday, 2nd September, 2026
Meeting Time: 11:30 AM IST to 12:39 PM IST
Meeting Mode: Conducted through Video Conferencing / Other Audio-Visual Means (VC/OAVM)
Record Date: 26th August, 2026

Proposed Resolutions and Implications

The AGM transacted business as stated in the Notice dated 27th May, 2026. The following eight resolutions were proposed:

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for the financial year ended 31st March, 2026, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

2. Adoption of Audited Consolidated Financial Statements for the financial year ended 31st March, 2026, together with the Report of Auditors thereon. (Ordinary Resolution)

3. Re-appointment of Mr. Vivek Merchant (DIN: 06389079) as a Director, retiring by rotation. (Ordinary Resolution)

4. Re-appointment of Mr. Bhavik Merchant (DIN: 06389064) as a Director, retiring by rotation. (Ordinary Resolution)

Special Business:

5. Approval of Fund Raising by way of Issuance of Securities through Qualified Institutions Placement, Debt Issue, Preferential Issue, etc. (Special Resolution)

6. Approval of Material Related Party Transactions of the Company. (Ordinary Resolution) Promoters were interested and did not vote on this resolution.

7. Approval for giving loans, guarantees, or providing security under Section 185 of the Companies Act, 2013. (Special Resolution)

8. Approval for making investments, giving loans, guarantees, and securities in excess of limits under Section 186 of the Companies Act, 2013. (Special Resolution)

Voting Process

The voting was conducted via Remote e-Voting prior to the meeting and e-Voting during the meeting.
The remote e-voting period commenced on Sunday, 30th August 2026, at 9:00 AM IST and ended on Tuesday, 1st September 2026, at 5:00 PM IST via the NSDL platform.
Shareholders present at the VC/OAVM meeting who had not cast votes remotely were allowed to vote via e-voting during the meeting and for 15 minutes after its conclusion.
The company appointed Mr. Jignesh M. Pandya (ACS-7346, CP-7318), Proprietor of M/s. Jignesh M. Pandya & Co., Practicing Company Secretaries, as the Scrutinizer for the entire e-voting process. He was appointed by the Board of Directors in their meeting on 27th May 2026.

Key Voting Outcomes

Total Shareholders on Record Date: 83,786
Shareholder Attendance via VC/OAVM: 50 shareholders (1 Promoter, 49 Public)
Total Number of Resolutions: 8
Total Equity Share Capital: 52,682,150 shares

Resolution-wise Results:

1. Adoption of Standalone Financial Statements (Ordinary)

Total Votes Polled: 48,324,616 (91.7286% of outstanding shares)
In Favour: 48,324,569 (99.9999% of votes polled)
Against: 47 (0.0001% of votes polled)
Result: Passed

2. Adoption of Consolidated Financial Statements (Ordinary)

Total Votes Polled: 48,324,616 (91.7286% of outstanding shares)
In Favour: 48,324,569 (99.9999% of votes polled)
Against: 47 (0.0001% of votes polled)
Result: Passed

3. Re-appointment of Mr. Vivek Merchant (Ordinary)

Total Votes Polled: 48,324,619 (91.7286% of outstanding shares)
In Favour: 48,324,540 (99.9998% of votes polled)
Against: 79 (0.0002% of votes polled)
Result: Passed

4. Re-appointment of Mr. Bhavik Merchant (Ordinary)

Total Votes Polled: 48,324,611 (91.7286% of outstanding shares)
In Favour: 48,324,540 (99.9999% of votes polled)
Against: 71 (0.0001% of votes polled)
Result: Passed

5. Fund Raising (Special)

Total Votes Polled: 48,324,606 (91.7286% of outstanding shares)
In Favour: 48,324,541 (99.9999% of votes polled)
Against: 65 (0.0001% of votes polled)
Result: Passed

6. Material Related Party Transactions (Ordinary)

Promoter & Promoter Group (89.9% holder) was interested and did not vote.
Total Votes Polled (Public only): 963,353 (1.8286% of outstanding shares)
In Favour: 745,444 (77.3802% of votes polled)
Against: 217,909 (22.6198% of votes polled)
Invalid Votes: 47,361,253 (Promoter votes not cast)
Result: Passed

7. Loans/Guarantees under S.185 (Special)

Total Votes Polled: 48,324,606 (91.7286% of outstanding shares)
In Favour: 48,106,687 (99.5491% of votes polled)
Against: 217,919 (0.4509% of votes polled)
Result: Passed

8. Investments/Loans under S.186 (Special)

Total Votes Polled: 48,324,606 (91.7286% of outstanding shares)
In Favour: 48,106,680 (99.5490% of votes polled)
Against: 217,926 (0.4510% of votes polled)
Result: Passed

Scrutinizer's Role and Findings

Mr. Jignesh M. Pandya was the Scrutinizer. His report, dated 2nd September 2026, confirmed:

The voting process was conducted in compliance with Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Rules, 2014.
The notice of the AGM was published in the Financial Express (English and Gujarati) on 7th August 2026.
The e-voting facility was provided by NSDL.
He scrutinized the votes cast remotely and during the meeting and prepared a consolidated report.
He confirmed that all eight resolutions were passed with the requisite majority.
All relevant e-voting records will remain in his custody until the Chairman approves and signs the meeting minutes, after which they will be handed over to the company.

Compliance Confirmation

The disclosure confirms compliance with:

The Companies Act, 2013, and its relevant rules.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Specifically Regulations 30 and 44(3)).
MCA General Circulars and SEBI Circulars regarding e-voting and virtual meetings.

Additional Information

The company received a Board Resolution under Section 113 of the Companies Act, 2013, from one corporate member holding 4,73,61,253 equity shares (89.90% of total equity share capital), authorizing its representative to attend the meeting.
7 out of 8 registered speaker shareholders spoke during the meeting, querying about annual accounts and the company's future business roadmap. The CFO and CEO provided replies and briefings.
The voting results and Scrutinizer's Report are available on the company's website (www.sdhi.co.in) and the NSDL website (https://www.evoting.nsdl.com/).