Key Details

Symbol (NSE): SWANDEF

Corporate Action: Scheme of Arrangement and Amalgamation under Sections 230 to 232 of the Companies Act, 2013, involving amalgamation and capital reduction.

Record Date: Not Specified

Effective Date: The Scheme shall become effective upon filing of the certified true copy of the NCLT order with the Registrar of Companies, Ahmedabad.

Nature of Scheme: Amalgamation of Triumph Offshore Private Limited (Transferor Company) with Swan Defence and Heavy Industries Limited (Transferee Company), coupled with a reduction and reorganization of the share capital of the Transferee Company.

Entities Involved:

  • Transferor Company: Triumph Offshore Private Limited (CIN: U74999GJ2017PTC097528)
  • Transferee Company: Swan Defence and Heavy Industries Limited (CIN: L35110GJ1997PLC033193)
  • Resulting Company: Swan Defence and Heavy Industries Limited (the Transferee Company post-amalgamation)

Share Entitlement Ratio:

Upon the Scheme becoming effective, the Transferee Company shall issue and allot 1325 (One Thousand Three Hundred and Twenty Five) new fully paid-up Preference Shares of SDHIL (face value ₹10 each) for every 1000 (One Thousand) fully paid-up Equity Shares (face value ₹10 each) held in Triumph Offshore Private Limited (TOPL).

The key terms and conditions for the New Preference Shares are specified in Schedule-I of the Scheme.

Implied Capital Structure Impact:

The Scheme provides for a reduction and reorganization of the capital of the Transferee Company (Swan Defence). As per the audited financial statements as of 31st March 2024:

  • The debit balance in the Retained Earnings Account was (₹2,10,649.38 lakhs).
  • The credit balances were: Securities Premium (₹1,50,011.33 lakhs) and Capital Reserves (₹79,745.87 lakhs).

The Scheme stipulates that the credit balance of the Capital Reserve and Securities Premium shall be adjusted against the debit balance of the Retained Earnings Account in the following chronological order:

(i) Entire credit balance appearing under the Capital Reserve; and

(ii) Securities Premium, to the extent of the remaining debit balance of the Retained Earnings Account.

The authorized share capital of the Transferor Company (₹50,00,00,00,000) will be added to the authorized share capital of the Transferee Company, making the consolidated authorized share capital post-merger ₹2,00,00,00,00,000.

Post-Allotment Listing Plan:

The Transferee Company, Swan Defence and Heavy Industries Limited, is a listed entity on BSE and NSE and will continue to remain listed post the amalgamation. The new Preference Shares to be issued are to be listed on the Stock Exchanges.

Regulatory and Approval Status:

  • NCLT Approval: The order sanctioning the Scheme was pronounced by the NCLT Ahmedabad Bench on 06/08/2026. The certified copy was received by the company on 25th August 2026.
  • Shareholder Approval: The meeting of the equity shareholders of the Transferee Company was convened on 25.05.2026, where the resolution was approved with the requisite majority. Meetings for other stakeholders were dispensed with by the NCLT.
  • SEBI/Stock Exchange Observations: Observation letters were received from BSE and NSE on 27.03.2026. The Transferee Company has undertaken to comply with all observations and conditions contained therein, as well as with the SEBI (LODR) Regulations, 2015.
  • Regional Director (RD) and Registrar of Companies (RoC): Submitted reports containing observations, to which the Petitioner Companies filed detailed responses and undertakings. The RD's observations pertained to the appointed date, capital reduction, authorized capital, SEBI compliance, and statutory dues. The RoC's observations included past non-compliances related to CSR, filing of DPT-3, delayed AGMs, and discrepancies in the index of charges.
  • Official Liquidator (OL): Recommended the preservation of books and records and compliance with statutory laws.
  • Income Tax Department: Filed reports stating no objection to the Scheme but reserved its statutory rights under the Income-tax Act, 1961.

Financial Rationale:

The stated rationale for the Scheme is twofold:

1. For Capital Reduction: The Transferee Company had substantial accumulated losses. The adjustment/utilization of the Capital Reserve and Securities Premium to set off the debit balance in Retained Earnings would result in a true and fair reflection of 'Other Equity' in the balance sheet. This would enable the company to explore opportunities for the benefit of shareholders, including potential future dividends.

2. For Amalgamation: Both companies belong to the same group. The amalgamation aims to consolidate activities (purchase, sale, charter hire, construction, repairs of ships/vessels) into a single entity to exploit complementary capabilities, achieve greater control over the value chain, create a more competitive and diversified entity, benefit from growing demand in naval defense and energy infrastructure, and realize economies of scale and reduced compliance burden.

Impact on Shareholders:

  • Shareholders of the Transferor Company (Triumph Offshore) will become shareholders of the Transferee Company (Swan Defence) by receiving Preference Shares as per the specified ratio.
  • The reduction of capital does not involve any cash outgo and does not affect the shareholding pattern or capital structure of the Transferee Company's existing equity shareholders.
  • All employees of the Transferor Company will become employees of the Transferee Company without any interruption of service.