Swaraj Suiting Limited has convened an Extraordinary General Meeting (EGM) to seek shareholder approval for a combined capital raise of ₹174.20 crore through the preferential issuance of equity shares and convertible warrants.

The proposal involves issuing up to 35,00,000 equity shares and 17,00,000 warrants, both priced at ₹335 per share or warrant. The funds are earmarked for working capital requirements, general corporate purposes, and capital expenditure initiatives aimed at capacity expansion.

Equity Share Issuance Details

The company plans to allot up to 35,00,000 equity shares with a face value of ₹10 each at a premium of ₹325. This tranche will aggregate to ₹117.25 crore. The allottees include institutional investors such as Clarus Capital I, Kritagyata Trust, and Emerge Capital Opportunities Scheme.

The proceeds from this specific equity issuance will be allocated as follows:

Warrant Conversion Plan

Separately, Swaraj Suiting proposes to issue up to 17,00,000 warrants convertible into equal numbers of equity shares. These warrants will also be issued at ₹335 per warrant, aggregating to ₹56.95 crore. The allottees for this tranche include a mix of public entities, trusts, and individual investors such as Anshvardhan Modi and Raghav Agarwal.

The utilization plan for the warrant proceeds is structured to support long-term growth:

Pricing and Valuation Basis

The issue price of ₹335 was determined based on a valuation report by CA Kapil Dev Dhir, a registered valuer. The floor price was calculated as the higher of the 90-day volume-weighted average price (VWAP) on the National Stock Exchange (NSE) preceding the relevant date of September 24, 2026, which stood at ₹330.04, or the 10-day VWAP of ₹289.64.

The valuation report employed a weighted average method combining Net Asset Value (NAV), Market Price, and Discounted Cash Flow (DCF) methods. The market price method carried the highest weight at 75%, resulting in a weighted average equity share price of ₹292.48. However, regulatory compliance under SEBI ICDR Regulations mandated the floor price of ₹330.04, leading to the final issue price of ₹335.

What the Numbers Show

The dual-instrument approach reveals a strategic balance between immediate liquidity and long-term asset creation. While the equity share issuance is heavily skewed toward working capital (75%), the warrant tranche allocates more than half its proceeds (52.68%) to capital expenditure. This divergence suggests that management intends to use immediate cash from equity sales to sustain operations while leveraging the delayed conversion timeline of warrants to fund manufacturing expansion over the next three years. Notably, Clarus Capital I emerges as a significant stakeholder, holding 9.55% post-equity allotment and adding further exposure through warrants.

Swaraj Suiting Limited will hold a board meeting on September 28, 2026, to consider raising funds through equity shares or other securities via a preferential issue.

The company informed stock exchanges that the meeting is scheduled under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The agenda includes evaluating proposals for raising funds by issuing equity shares, share warrants, or other equity-based instruments through a private placement basis or any other permissible mode.

Insider Trading Window Closure

In connection with the upcoming board meeting, the trading window for directors, promoters, and designated persons will close from September 23, 2026. This closure is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal code of conduct.

The trading window will reopen 48 hours after the outcome of the board meeting becomes generally available information to the public.

Meeting Details

The proposal is subject to receipt of relevant approvals as may be required by regulatory authorities and shareholders.