Swaraj Suiting Limited shareholders approved the appointment and re-appointment of two independent directors during its 23rd Annual General Meeting held on September 30, 2026.

The approvals follow a board recommendation from September 6, 2026. The resolutions concern the tenure of Non-Executive Independent Directors, ensuring continued governance oversight for the textile manufacturer.

Director appointments and tenures

The shareholders passed special resolutions to formalize the roles of two key governance figures. Mrs. Amreen Sheikh was re-appointed for a second term, while Mr. Manoj Mansinghka was appointed for his first term. Both terms span five consecutive years and are not liable to retire by rotation.

Professional backgrounds

Mrs. Sheikh brings expertise in corporate governance and compliance. She holds B.Com and M.Com degrees from M.D.S. University, Ajmer, and is a qualified Company Secretary. She is currently associated with M/s Obra-C Badaun Transmission Limited in a similar capacity, with experience in accounts, taxation, and regulatory matters.

Mr. Mansinghka offers extensive industry-specific knowledge. A Commerce Graduate with a Diploma in Export & Import Trade Business from K.C. College, Mumbai, he is the Founder and Promoter of Sharda Syncotex Private Limited. He possesses over 28 years of experience in the textile industry, specializing in weaving and spinning segments. Under his leadership, Sharda Syncotex was recognized as a One Star Export House by the Directorate General of Foreign Trade (DGFT).

Compliance and disclosures

Both directors confirmed they are not debarred from holding office by any SEBI order or other authority. No relationships were disclosed between the directors inter-se. The company filed these details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

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.