Meeting Details

  • Date: Wednesday, August 05, 2026
  • Time: 11:30 AM (IST)
  • Location: Conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Type: Extra-Ordinary General Meeting
  • Deemed Venue: Registered Office at SCO 850, Shivalik Enclave, NAC, Manimajra, Chandigarh – 160101

Proposed Resolutions and Implications

Item No. 1: Issuance of Fully Convertible Warrants to Promoter Entity

  • Resolution Type: Special Resolution
  • Proposal: Issue up to 70,00,000 fully convertible warrants to Essix Biosciences Limited (Promoter & Promoter Group entity)
  • Issue Price: ₹196 per warrant
  • Total Value: ₹137,20,00,000 (₹137.2 crore)
  • Conversion Terms: Convertible within 18 months from allotment date into equity shares of ₹10 face value
  • Payment Terms: 25% payable on allotment, 75% payable on conversion
  • Lock-in: Applicable as per SEBI ICDR Regulations
  • Objects:
  • Business expansion (₹49.9 crore)
  • Working capital requirements (₹53 crore)
  • General corporate purposes (₹34.3 crore, not exceeding 25% of total)
  • Relevant Date: July 06, 2026 for price determination
  • Post-issue Shareholding Impact: Promoter holding to increase from 42.93% to 47.18%

Item No. 2: Re-appointment of Independent Director

  • Resolution Type: Special Resolution
  • Director: Sh. Rajinder Kumar Gupta (DIN: 09212540)
  • Term: Second term of five years from June 23, 2026 to June 22, 2031
  • Current Age: 70 years (will attain 75 during term)
  • Committee Positions: Chairman of Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Compensation Committee, and Preferential Issue Committee; Member of Audit Committee and Risk Management Committee
  • Qualifications: BSc, MA History, LLB, retired IRS officer
  • Remuneration: Sitting fees only, no other remuneration

Item No. 3: Alteration of Articles of Association

  • Resolution Type: Special Resolution
  • Amendment: Substitution of Article 76 regarding director retirement provisions
  • Current Text: "The proportion of directors to retire by rotation shall be as per the provisions of Section 152 of the Act. However, the Managing Director of the Company shall not be liable to retire by rotation."
  • Proposed Text: "The retirement of Directors by rotation and the eligibility for re-appointment shall be governed by the provisions of Section 152 of the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, where applicable, and other applicable laws..."

Voting Process and Methods

  • Remote e-voting Period: August 2, 2026 (9:00 AM IST) to August 4, 2026 (5:00 PM IST)
  • Cut-off Date: July 29, 2026 for determining voting eligibility
  • Service Provider: Central Depository Services (India) Limited (CDSL)
  • Voting Methods:
  • Through demat accounts via depositories (CDSL/NSDL)
  • Physical shareholders via www.evotingindia.com
  • E-voting during meeting for those attending VC/OAVM
  • Scrutinizer: CS Vishal Arora, Practicing Company Secretary (Membership No. 4566)
  • Result Declaration: Within 2 working days of EGM conclusion, to be posted on company website and stock exchanges

Shareholder Participation Details

  • Proxy Facility: Not available for VC/OAVM meetings
  • Joint Holders: Only first-named holder can vote
  • Institutional Investors: Encouraged to attend through VC, required to send authorization documents
  • Registration for Speaking: Shareholders must register at least 10 days prior to meeting to speak during EGM
  • Query Submission: Queries can be sent to investor@indswiftlabs.com 10 days prior to meeting

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 (Sections 108, 112, 113, 102)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44)
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • MCA Circulars dated April 8, 2020; April 13, 2020; May 5, 2020; January 13, 2021; December 8, 2021; December 14, 2021; May 5, 2022; December 28, 2022; September 25, 2023; September 19, 2024; September 22, 2025
  • SEBI Circulars dated January 5, 2023; October 7, 2023; October 3, 2024
  • SEBI Master Circular dated January 30, 2026

Signatories and Company Information

Additional Financial and Legal Information

  • Willful Defaulter Status: Disclosure provided about company and certain promoters being declared willful defaulters by Central Bank of India in FY 2017-18 for ₹9.56 crore, with matter currently stayed by Punjab & Haryana High Court
  • Valuation Report: Corporate Professionals Valuation Services Private Limited provided valuation of ₹189.50 per share
  • Monitoring Agency: Will be appointed as issue size exceeds ₹100 crore as required by SEBI ICDR Regulation 162A
  • Preferential Issue Timeline: To be completed within 15 days of resolution passing, subject to regulatory approvals