Swaraj Suiting AGM 2026: pay hike, RPT, fund use

What the company has scheduled in September

Swaraj Suiting Limited has lined up multiple corporate events in September 2026, including a board meeting and its 23rd Annual General Meeting (AGM). The company scheduled a board meeting for September 28, 2026, to evaluate fund raising via a preferential issue. Ahead of that, the trading window was closed from September 23.

Separately, the company had already held a board meeting on September 6, 2026. That meeting approved the 23rd AGM process and recommended key director-related proposals that will now go to shareholders. The company also published newspaper clippings dated September 9, 2026, carrying the AGM notice and e-voting information.

23rd AGM date, time, and mode

Swaraj Suiting has scheduled its 23rd AGM for September 30, 2026 at 1:00 pm. The meeting will be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The AGM agenda covers governance approvals and operating matters for the financial year ended March 31, 2026.

The company has also shared instructions for remote e-voting and for joining the AGM through VC/OAVM. As part of the AGM process, September 23, 2026 was set as the e-voting cut-off date.

Board meeting outcome on September 6

At the September 6 board meeting, Swaraj Suiting approved the 23rd AGM details and recommended the appointment of two independent directors. The company also informed the exchange about the outcome of this board meeting.

The AGM resolutions include director appointments or re-appointments, proposals on managerial remuneration, ratification of a variation in the use of preferential issue proceeds, and approval for material related party transactions.

Director appointments and retirement by rotation

One of the key governance items is the proposed re-appointment of Mrs. Amreen Sheikh as a Non-Executive Independent Director for a second term of five years. Her term is proposed to commence on October 5, 2026.

The board has also proposed the appointment of Mr. Manoj Mansinghka as a Non-Executive Independent Director. His term is proposed for five years starting October 1, 2026, and the company has noted he brings over 28 years of experience in the textile industry.

Another agenda item involves Mr. Nasir Khan, Whole Time Director, who is liable to retire by rotation and seeks re-appointment at the AGM. The company also noted that Mrs. Anam Hamid was appointed as an Independent Director effective December 26, 2025, filling a vacancy caused by the demise of Mr. Ramesh Agarwal.

Key managerial personnel remuneration proposal

Shareholders will be asked to approve revisions in remuneration for three key managerial personnel. The proposals cover Mr. Mohammed Sabir Khan (Managing Director), Mrs. Samar Khan (Whole Time Director), and Mr. Nasir Khan (Whole Time Director).

The revision applies to the remaining period of their current tenure ending December 31, 2028. The proposed structure includes a monthly salary of ₹10,00,000 with an annual increase of ₹50,000 effective April 1, 2026. The company stated this follows an increase from their previous annual remuneration of ₹84,00,000 paid during FY26. The remuneration change is subject to shareholder approval via a special resolution.

Variation in preferential issue proceeds: capex to working capital

A major financial compliance item on the AGM agenda is the ratification of a variation in the utilisation of proceeds raised through a preferential issue of equity shares and fully convertible warrants. The company said it utilised ₹8.03 crore towards working capital instead of capital expenditure.

This ₹8.03 crore comprises ₹3.23 crore from equity shares and ₹4.80 crore from warrants. The company attributed the change to increased working capital requirements, while stating that capital expenditure needs are being met through internal accruals. Swaraj Suiting also disclosed that the amount represents 3.55% of the total issue size of ₹226.48 crore, and that the object ‘General Corporate Purposes’ has been fully utilised as originally allocated.

Related party transactions with Modway Suiting

The AGM will also seek shareholder approval for material related party transactions with Modway Suiting Private Limited, described as an associate company. The proposed transactions involve sale and purchase of fabrics, raw materials, and manufacturing services.

The company has proposed an aggregate monetary cap not exceeding ₹100 crore per financial year for these transactions. It stated that these transactions are considered beneficial for business synergies and operational efficiencies across the group.

FY26 financial performance and associate contribution

Swaraj Suiting reported a 58% increase in net profit to ₹52.37 crore for FY26, supported by a 38.5% rise in revenue to ₹576.74 crore and improved EBITDA margins. Total expenses increased to ₹518.13 crore from ₹373.94 crore in the prior year, while profit before tax stood at ₹67.12 crore compared with ₹44.43 crore in FY25.

Earnings per share (EPS) improved to ₹23.41 basic and ₹22.87 diluted from ₹15.13 in the previous year. The EBITDA margin improved to 19.3% in FY26 from 17.5% in FY25, and adjusted PAT margin improved to 9.1%.

On a consolidated basis, the company reported net profit of ₹54.02 crore for FY26, up from ₹33.48 crore. The results included share of net profit from its associate Modway Suiting Private Limited, in which Swaraj Suiting holds a 41.06% stake. Total assets were reported at ₹8,579.36 crore as of March 31, 2026, compared with ₹5,710.67 crore a year earlier.

Quarterly snapshot: June 2026 consolidated sales

For the quarter ended June 2026, the company reported consolidated net sales of ₹183.37 crore, up 138.81% year-on-year. The June quarter number provides a near-term operating reference as the company moves into the AGM and evaluates fund raising options.

Market datapoints cited alongside disclosures

A market snapshot in the provided information showed a close price of ₹335 on September 11 with a -4.99% move for the day. Another market feed cited a 52-week range of ₹158.50 to ₹373.00 and a trading price of 356.10 as of August 9, 2026.

These datapoints were presented alongside the company’s filings and AGM announcements, but the core corporate actions remain the AGM resolutions and the planned September 28 board meeting on possible preferential fund raising.

Key facts table

Why these resolutions matter for investors

The AGM agenda combines governance decisions and capital allocation disclosures that directly affect oversight and financial transparency. Director appointments and retirement-by-rotation matters influence board composition and independence. The remuneration proposal sets a defined salary framework and requires shareholder approval through a special resolution.

The fund utilisation variation resolution is a compliance-driven vote that clarifies why a portion of preferential issue proceeds moved from capex to working capital. The related party transaction limit with an associate entity is another key approval, because it sets a formal annual cap for transactions that could be material in value.

Conclusion

Swaraj Suiting’s late-September calendar is focused on capital-related decisions and governance approvals, with a September 28 board meeting to evaluate preferential fund raising and a September 30 AGM to vote on directors, pay revisions, RPT limits, and proceeds utilisation changes. The next confirmed milestones are the board meeting outcome on September 28 and shareholder voting results from the AGM on September 30 via VC/OAVM.