Swan Defence And Heavy Industries Ltd

Board approves results

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Limited Review Report by statutory auditors attached.

Amalgamation with Triumph Offshore

• Scheme of Arrangement with Triumph Offshore approved November 22, 2024.
• NCLT Ahmedabad approved amalgamation; actions to implement in Q2 FY27.
• SDHI to issue 1325 8% NCD prefs per 1000 TOPL shares.

Financials / segment

• Single segment: shipbuilding repairs and heavy fabrication.

Auditor notes & consolidation

• Consolidated results include associate Conceptia Software Technologies Private Limited.
• Interim information for three subsidiaries not available.

Disclosures

• Results will be available on the company website.

AGM Details

• Date and time: 2 September 2026 at 11:30 IST.
• Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM).
• Record/book closure: 27 August to 2 September 2026.
• Cut-off for voting eligibility: 31 July 2026.

Key Resolutions

• Ordinary: adopt standalone financial statements for FY ending 31 March 2026.
• Ordinary: adopt consolidated financial statements for FY ending 31 March 2026.
• Ordinary: re-appoint Vivek Merchant (retiring by rotation).
• Ordinary: re-appoint Bhavik Merchant (retiring by rotation).
• Special: fund-raising through issuance of securities within approved cap.
• Special: approve material related party transactions (MRPT) per policy and regulations.
• Special: enable loans/guarantees under Section 185 up to prescribed limits.
• Special: enable investments/loans/guarantees under Section 186 up to prescribed limits.

Material Related Party Transactions

• Hazel Infra Limited is a related party and SDHI holding linkage.
• Swan Corp Limited is the ultimate holding company involved in MRPTs.
• Triumph Offshore Private Limited is a related party with intercompany dealings.
• MRPT aims to support working capital and may enhance long-term revenue.
• Audit Committee reviews MRPT terms and approves related transactions.

QIP & Fund Raising Details

• Board approved framework for fund-raising via QIP, debt, and other securities.
• Proceeds intended for capex, debt repayment, working capital, and general corporate purposes.
• Pricing framework allows a discount within regulatory limits; final terms to be decided.

Directors Appointments/Changes

• Directors proposed for rotation are set for re-appointment.
• Remuneration, if any, is not specified in the notice.

Overview & outlook

• FY25-26 marked major turnaround post-CIRP closure.
• No dividend recommended for FY2025-26.
• OFS completed to meet MPS; ~5% equity dilution.
• Order book strengthened with large commercial and defence orders.
• CIRP resolution completed; CoC obligations prepaid.
• AGM via VC/OAVM scheduled for 2 Sep 2026.

Financial performance (standalone vs consolidated)

• Standalone revenue ₹28,213.87 lakh; YoY surge from ₹703.46 lakh.
• Standalone EBITDA ₹-15,192.23 lakh; PAT ₹-22,750.97 lakh.
• Consolidated revenue ₹43,998.14 lakh; consolidated PAT ₹-22,597.25 lakh.
• Standalone EPS ₹-43.19; consolidated ₹-42.88 per share.
• Net cash from operations ₹18,206.12 lakh; investing ₹43,980.32 lakh; financing ₹41,338.36 lakh.

Key orders & operations

• USD 227m contract with Stenersen AS for six 18,000 DWT chemical tankers.
• Order for four 92,500 DWT dual-fuel ammonia carriers from Energy ONE.
• Defence export order for Royal Navy of Oman training vessel.
• Multiple ship repair/refit projects completed.
• Largest integrated shipyard in India with 164,000 t/year capacity.
• Strategic collaborations with Mazagon Dock, Garden Reach, IHC, Samsung, Fincantieri.

Capital structure & liquidity

• Total borrowings ₹2,72,506.02 lakh; non-current; current nil.
• NaBFID term loan ₹1,02,017.27 lakh.
• Hazel Infra Limited unsecured loan ₹61,096.20 lakh.
• Cash & cash equivalents ₹18,401.70 lakh; bank deposits ₹10,484.06 lakh.
• Debt-to-equity (consolidated) 39.13%; gearing impacted by losses.
• MPS achieved via Hazel Infra OFS; promoter holding ~89.9%.
• No dividend declared.

Regulatory & governance updates

• Board of 10 directors; Ashishkumar Bairagra resigned Feb 20, 2026.
• Jayaramakrishnan Kannan appointed as Independent Director Mar 31, 2026.
• Jignesh Shah appointed CFO May 28, 2026; Priti P. Dave as Company Secretary Dec 17, 2025.
• Risk Management Committee formed Feb 4, 2026; multiple governance reforms.
• 29th AGM scheduled Sept 2, 2026; scheme of arrangement with Triumph Offshore Private Limited approved by NCLT process.

Related party transactions (RPTs)

• RPTs with Hazel Infra Limited and Swan Corp Limited; arm's length and ordinary course.
• Borrowings by SDHI from Hazel Infra; closing balance ₹1,71,065 lakh.
• Swan Corp Limited: purchases and SAP services; total RPTs at ~₹3,00,000 lakh scale.
• RPTs for 2025-26 valued at 1063.31% of listed-entity turnover.
• Approval of Audit Committee obtained for related party contracts.

Audit, risk & controls

• Going concern basis acknowledged; CIRP closure and liquidity position discussed.
• CWIP/refurbishment ongoing; net CWIP ₹16,593.17 lakh; impairment considerations.
• Internal controls deemed adequate; no material weaknesses found.
• Consolidated statements include only Conceptia Software Technologies (associate) in IFRS consolidation.
• Credit risk, liquidity risk, and market risk monitored; significant bank guarantees disclosed.

Contract win

• SDHI to build four TRAnsverse 3200 tugboats for Svitzer A/S.
• Deliveries to commence in early 2028.
• Vessels to be constructed at SDHI's Pipavav, Gujarat yard.
• Vessels will be built to Bureau Veritas class.
• Co-developed by naval architects Robert Allan Ltd and Svitzer.
• 80-tonne bollard pull; up to 15% better fuel efficiency.
• Biofuel, IMO Tier III emissions, and FiFi1 ready.
• Part of Svitzer's long-term fleet renewal programme.
• Supports India's Maritime India Vision 2030 and Make in India.
• Vessels are designed for harbour towage and escort with omni-directional propulsion.

Meeting Details

• Date: 17 July 2026 for all meetings.
• RWC: in-person meeting in Singapore.
• Alliance Bernstein: in-person meeting in Singapore.
• Treeline: in-person meeting in Singapore.
• Allianz: in-person meeting in Singapore.

Participants

• Company management to participate in all meetings.

Purpose

• Purpose: scheduled investor meetings with institutional investors.

Additional Notes

• Schedule subject to change.