Meeting Details

  • Date: Wednesday, 2nd September, 2026
  • Time: 11:30 AM (IST)
  • Location: Conducted via Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Type: 29th Annual General Meeting
  • Record Date: Wednesday, 26th August, 2026
  • Register Closure: Thursday, 27th August, 2026 to Wednesday, 2nd September, 2026 (both days inclusive)

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 with Board and Auditor reports

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26 with Auditor report

3. Re-appointment of Mr. Vivek Merchant (DIN: 06389079) who retires by rotation

4. Re-appointment of Mr. Bhavik Merchant (DIN: 06389064) who retires by rotation

Special Business:

5. Fund Raising through Securities Issuance: Special Resolution to raise up to ₹4,000 crore through various instruments including:

  • Qualified Institutions Placement (QIP) to QIBs
  • Preferential allotment
  • Debt instruments (convertible/non-convertible debentures)
  • Global Depository Receipts (GDRs)/American Depository Receipts (ADRs)
  • Other eligible securities

Key terms: Securities to be issued in one or more tranches, pricing as per SEBI ICDR regulations, tenure of convertible instruments not exceeding 60 months, completion within 365 days of resolution passing

6. Material Related Party Transactions: Ordinary Resolution for transactions with:

  • Hazel Infra Limited (Holding Company): Borrowings up to ₹3,00,000 lakhs
  • Swan Corp Limited (Ultimate Holding Company):
  • Goods/services transactions up to ₹10,000 lakhs
  • Borrowings/guarantees up to ₹4,50,000 lakhs
  • Triumph Offshore Private Limited (Group Company): Borrowings up to ₹3,00,000 lakhs

Total proposed RPT value: ₹10.6 lakh crore

7. Loans/Guarantees under Section 185: Special Resolution to provide loans/guarantees/securities up to ₹10,000 crore to subsidiaries/associates/joint ventures/group entities

8. Investments/Loans under Section 186: Special Resolution to make investments/give loans/provide guarantees up to ₹10,000 crore or 60% of paid-up capital + free reserves + securities premium account or 100% of free reserves + securities premium account, whichever is higher

Voting Process and Methods

  • Remote e-Voting Period: Sunday, 30th August, 2026 (9:00 AM) to Tuesday, 1st September, 2026 (5:00 PM)
  • Voting During AGM: Members can vote during the meeting through NSDL e-Voting system
  • Scrutinizer: Mr. Jignesh Pandya, Practicing Company Secretary (CP No. 7346) of M/s. Jignesh M. Pandya & Co.
  • Voting Rights: Proportional to shareholding as on cut-off date (26th August, 2026)
  • Methods:
  • For demat holders: Through NSDL/CDSL platforms using DP ID/Client ID
  • For physical shareholders: Using EVEN number and folio number
  • Institutional investors: Can submit Board Resolutions/Authority Letters

Key Voting Outcomes

The actual voting outcomes will be determined after the AGM and published subsequently

Compliance and Regulatory Aspects

  • Conducted in compliance with MCA Circulars No. 14/2020, 17/2020, 20/2020, 02/2022 and 03/2025
  • Follows SEBI Listing Regulations and Companies Act, 2013 provisions
  • E-voting facility provided as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020
  • All related party transactions at arm's length and in ordinary course of business

Signatories and Roles

  • Company Secretary & Compliance Officer: Priti P. Dave (ACS: 19469)
  • Scrutinizer: Jignesh Pandya, Practicing Company Secretary
  • RTA: KFin Technologies Limited (email: einward.ris@kfintech.com)

Additional Financial Information

  • Annual Consolidated Turnover (FY 2025-26): ₹28,213.87 lakhs
  • Net Worth (Hazel Infra): ₹1,51,114.12 lakhs
  • Net Worth (Swan Corp): ₹9,19,472.55 lakhs
  • Net Worth (Triumph Offshore): ₹1,67,109.95 lakhs
  • Debt to Equity Ratio (SDHI): 42.33 (as on 31/03/2026)

Important Dates and References

  • Notice Date: 27th May, 2026
  • Dispatch Date: 10th August, 2026
  • EVEN for Ordinary Shares: 140785
  • BSE Scrip Code: 533107
  • NSE Symbol: SWANDEF

Shareholder Services Information

  • Company Website: www.sdhi.co.in
  • Investor Email: sdhi.investors@swan.co.in
  • Corporate Office: Uttam House, 3rd Floor, Plot No. 69, P D'Mello Road, Carnac Bunder, Mumbai - 400 009