Swan Defence and Heavy Industries to Amalgamate with Triumph Offshore; Shareholders to Vote on Scheme

Swan Defence and Heavy Industries to Amalgamate with Triumph Offshore; Shareholders to Vote on Scheme​

Swan Defence and Heavy Industries Limited (SDHIL), formerly known as Reliance Naval and Engineering Limited, is set to amalgamate with Triumph Offshore Private Limited (TOPL) through a Scheme of Arrangement and Amalgamation. The transaction involves the significant consolidation of activities, aiming to create a more diversified and competitive entity in the shipbuilding and heavy engineering sectors.

Shareholders of SDHIL are required to consider and approve the proposed Scheme at a meeting to be held on Monday, May 25, 2026.

Meeting Details and Voting Window​

The meeting of the equity shareholders is scheduled for 10:30 am IST on Monday, May 25, 2026. The meeting will be held via Video Conference (VC) or Other Audio-Visual Means (OAVM).

For participation in the Scheme approval process, shareholders have the option to vote through remote e-Voting prior to the meeting or during the meeting.

• Remote e-Voting Period: Friday, May 22, 2026, 09:00 am IST to Sunday, May 24, 2026, 05:00 pm IST.
• Board Approvals: The Scheme was previously approved by the Boards of Directors of both companies during their meetings on November 22, 2024.

The meeting will be chaired by Mr. Abhay Ranjan (Advocate), and Mr. Mubassir Jalees Khan (Advocate) has been appointed as the Scrutinizer of the meeting to ensure a fair and transparent voting process.

Key Transaction Terms​

Under the proposed Scheme, the Amalgamation involves three core elements: reduction and re-organisation of capital of SDHIL, the amalgamation of TOPL with SDHIL, and associated consequential matters.

The consideration for the amalgamation for TOPL's equity shareholders is structured as follows:

* Exchange Ratio: 1325 Preference Shares of SDHIL (face value INR 10 each) will be issued to the equity shareholders of TOPL for every 1000 equity shares of TOPL (face value INR 10 each).

Capital Structure Details​

The amalgamation is also accompanied by a reduction and re-organisation of SDHIL's capital. The credit balance of specific reserves of SDHIL will be adjusted against the debit balance of the Retained Earnings Account.

The following table summarizes the capital structure for the involved companies:

Rationale and Business Impact​

The proposed Amalgamation aims to consolidate various activities, including purchase, sale, charter hire, and construction of ships and vessels, into a single entity. SDHIL's board members noted that the integrated entity would oversee the entire value chain, from vessel design and construction to financing and management.

The Board of Directors of both companies recommended the Scheme, stating that the amalgamation would create a more competitive and diversified entity positioned to benefit from the growing demand for naval defense, energy infrastructure, and commercial shipping globally.

Key Stakeholder Impacts:

• Creditors: All liabilities of TOPL, immediately before the Amalgamation, will become the liabilities of SDHIL, with effect from the Appointed Date. The combined assets and net-worth post-Scheme are expected to be sufficient to meet all obligations.
• Employees: The Scheme is expected to have no adverse effect on the employees of SDHIL.

Financial and Advisory Reports​

The Scheme is supported by comprehensive third-party reports:

• Valuation: A Valuation Report containing the share exchange ratio was issued by Pawan Shivkumar Poddar, Registered Valuers, on November 22, 2024. This report determined TOPL's value at INR 13.25 per equity share using the 'Underlying Asset' approach.
• Fairness Opinion: A Fairness Opinion Report was issued by Navigant Corporate Advisors Limited, a SEBI registered Category I Merchant Banker, also dated November 22, 2024.

The Companies’ respective financial statements for the year ended March 31, 2025, are available for review as part of the explanatory documents accompanying the Notice.

SWANDEF Stock Price Movement​

Today, Swan Defence and Heavy Industries Limited shares slipped by 3.06% to settle at ₹1819.2. The stock traded on a volume of 8,161 shares, experiencing a day range between a low of ₹1810 and a high of ₹1881.