Board Meeting Details

  • Meeting Date: Saturday, September 5, 2026
  • Location: New Swan Enterprises, 622, Industrial Area B, Near Cycle Market, Ludhiana - 141003, Punjab
  • Timing: Started at 11:30 AM, concluded at 12:10 PM

Key Decisions Approved by Board

1. Annual General Meeting Arrangements

  • 12th Annual General Meeting to be held on Wednesday, September 30, 2026 at 3:00 PM through Video Conferencing/Other Audio Visual Means
  • Notice of AGM and Audited Financial Statements for FY 2025-2026 approved

2. Dividend Declaration

  • Final dividend recommended at 5% i.e., ₹0.50 per equity share of face value ₹10 each
  • Subject to shareholder approval at ensuing AGM
  • Dividend to be paid within 30 days from date of declaration
  • Record date fixed: Wednesday, September 23, 2026 for determining eligibility for dividend and voting

3. Director Reappointment

  • Mr. Barunpreet Singh Ahuja (DIN: 03408885) reappointed as Whole-Time Director for further 5 years from September 1, 2026 to August 31, 2031
  • Remuneration: ₹6,00,000 per month (₹6 lakh) subject to deduction of income tax
  • Subject to shareholder approval at ensuing AGM
  • Profile: Promoter and Whole-Time Director with 15 years experience in Automobile Parts and Agricultural Implements industry
  • Relationship: Mr. Upkar Singh (Managing Director) is his father

4. Internal Auditor Appointment

  • M/s. N C L S & Associates, Chartered Accountants (FRN: 025796C) appointed as Internal Auditors for FY 2026-2027
  • Partner in Charge: Mr. Ashish Gupta
  • Remuneration: ₹6,00,000 yearly payable for each plant of the Company
  • Profile: Firm specializes in Corporate Advisory, Audits, International Taxation, Investment Banking and Valuations

5. Articles of Association Amendment

  • Amendment to insert "Waiver of Dividend" Clause as Sub Clause 89(ii)
  • Allows members to waive/forgo right to receive dividend (interim or final)
  • Waiver becomes irrevocable after record date/book closure date
  • Subject to shareholder approval

6. Related Party Transactions

  • Approved entering into material related party transactions with M/s New Swan Enterprise (a Related Party)
  • Maximum amount: ₹100 crores (Rupees Hundred Crores only)
  • Nature: Sale, purchase, lease or supply of finished or semi-finished goods or equipment
  • Subject to shareholder approval at ensuing AGM
  • Previous transactions: FY 2025-2026 - Purchase of Semi-Finished Goods: ₹5650.52 Lakhs, Sale of Goods: ₹1567.51 Lakhs
  • Q1 FY26-27: Purchase: ₹1450.33 Lakhs, Sale: ₹294.12 Lakhs

7. Other Appointments

  • M/s M.G. Jindal & Associates, Company Secretaries appointed as Scrutinizer for Remote E-Voting process

Financial Highlights (FY 2025-2026)

  • Revenue from operations: ₹17,723.36 Lakhs (previous year: ₹15,974.93 Lakhs)
  • Expenditure: ₹16,492.90 Lakhs (previous year: ₹14,628.08 Lakhs)
  • Net profit: ₹958.56 Lakhs
  • Paid-up share capital: ₹19,016,240.00 (19,016,240 equity shares of ₹10 each)
  • Earnings per share: ₹5.04 (basic & diluted)
  • Profit before tax: ₹1,290.77 Lakhs

Shareholding Pattern

  • Promoter holding: 74.60% (increased from 73.62% in previous year)
  • Public holding: 25.40% (decreased from 26.38% in previous year)
  • Top shareholders: Upkar Singh (73.62%), Kuldeep Kaur (0.56%), Barunpreet Singh Ahuja (0.34%)

AGM Business Items

Ordinary Business

1. Adoption of Audited Financial Statements for FY ended March 31, 2026

2. Declaration of Final Dividend of 5% (₹0.50 per share)

3. Reappointment of Mrs. Manmeet Kaur (DIN: 10333353) who retires by rotation

Special Business

4. Ratification of Cost Auditor's remuneration of ₹30,000 for FY 2026-2027 to M/s. Anju Pardesi - Cost Accountants

5. Reappointment of Mr. Barunpreet Singh Ahuja as Whole-Time Director

6. Approval of Material Related Party Transactions with New Swan Enterprise up to ₹100 crores

7. Approval for amendment to Articles of Association for Waiver of Dividend clause

Corporate Governance

  • Board composition: 6 Directors (2 Independent, 1 Whole-Time, 1 Managing, 1 Woman Director)
  • Board meetings: 6 meetings held during FY 2025-2026
  • CSR expenditure: ₹27.64 Lakhs spent against requirement of ₹28.43 Lakhs
  • Internal financial controls: Adequate and operating effectively as per auditor's report

Important Dates

  • Record Date: September 23, 2026
  • AGM Date: September 30, 2026
  • Remote E-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Book closure: September 25, 2026 to September 30, 2026 (both days inclusive)

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