Meeting Details

  • Meeting Type: 118th Annual General Meeting (AGM)
  • Date: Friday, September 4, 2026
  • Time: 11:30 AM to 12:20 PM IST
  • Location: Conducted through Video Conferencing / Other Audio-Visual Means (VC/OAVM)
  • Record Date: August 28, 2026

Proposed Resolutions and Implications

The AGM considered and approved nine resolutions:

1. Ordinary Business:

  • Adoption of IND AS compliant Audited Standalone and Consolidated Financial Statements for FY 2025-26.
  • Declaration of Dividend of ₹0.15 per equity share (face value ₹1) for FY 2025-26.
  • Re-appointment of Mr. Navinbhai Dave (DIN: 01787259) as Director retiring by rotation.
  • Re-appointment of Mr. Chetan Selarka (DIN: 03224037) as Director retiring by rotation.
  • Ratification of Cost Auditor's Remuneration for FY 2026-27.

2. Special Business:

  • Re-appointment of Mr. Sugavanam Padmanabhan (DIN: 03229120) as Whole-Time Director.
  • Approval of Material Related Party Transactions of the Company.
  • Approval of Material Related Party Transactions of Subsidiaries of the Company.
  • Approval of payment of remuneration to Mr. Bhavik Merchant, Mr. Vivek Merchant, and Ms. Vinita Patel for holding office or place of profit.

Voting Process and Methods

  • The voting was conducted through remote e-voting prior to the AGM and e-voting during the AGM.
  • Remote e-voting was available from September 1, 2026, at 9:00 AM IST to September 3, 2026, at 5:00 PM IST via the NSDL e-voting platform.
  • E-voting during the AGM was available for shareholders present online who had not voted remotely, open until 15 minutes after the meeting concluded (12:35 PM IST).
  • The scrutinizer, Mr. Jignesh Pandya (Practicing Company Secretary, CP No. 7346 of M/s. Jignesh M. Pandya & Co.), was appointed by the Board on May 29, 2026, to oversee the entire e-voting process.

Key Voting Outcomes

Overall Participation

  • Total Shareholders on Record Date: 139,813
  • Total Equity Shares: 313,456,886
  • Total Votes Polled: 225,884,320 (72.0623% of total equity shares)
  • Number of Resolutions: 9 (all passed)

Resolution-wise Results

1. Adoption of Financial Statements (Ordinary Resolution)

  • Votes in Favor: 225,891,021 (99.9997%)
  • Votes Against: 589 (0.0003%)

2. Declaration of Dividend (Ordinary Resolution)

  • Votes in Favor: 225,883,274 (99.9995%)
  • Votes Against: 1,046 (0.0005%)

3. Re-appointment of Mr. Navinbhai Dave (Ordinary Resolution)

  • Votes in Favor: 225,018,324 (99.6166%)
  • Votes Against: 865,995 (0.3834%)

4. Re-appointment of Mr. Chetan Selarka (Ordinary Resolution)

  • Votes in Favor: 225,710,694 (99.9231%)
  • Votes Against: 173,626 (0.0769%)

5. Ratification of Cost Auditor's Remuneration (Ordinary Resolution)

  • Votes in Favor: 225,883,482 (99.9996%)
  • Votes Against: 838 (0.0004%)

6. Re-appointment of Mr. Sugavanam Padmanabhan (Special Resolution)

  • Votes in Favor: 225,771,961 (99.9503%)
  • Votes Against: 112,308 (0.0497%)

7. Approval of Material RPTs of Company (Ordinary Resolution)

  • Votes in Favor: 35,650,046 (62.7848%)
  • Votes Against: 21,131,273 (37.2152%)
  • Promoters did not vote as they were interested parties.

8. Approval of Material RPTs of Subsidiaries (Ordinary Resolution)

  • Votes in Favor: 35,649,869 (62.7845%)
  • Votes Against: 21,131,450 (37.2155%)
  • Promoters did not vote as they were interested parties.

9. Approval of Remuneration to Key Managerial Personnel (Ordinary Resolution)

  • Votes in Favor: 21,676,730 (38.1759%)
  • Votes Against: 35,104,415 (61.8241%)
  • Promoters did not vote as they were interested parties.

Participation by Shareholder Category

  • Promoter and Promoter Group:
  • Votes Polled: 169,103,000 (99.9734% of their holding)
  • Did not vote on resolutions where they were interested (Resolutions 7, 8, and 9).
  • Public Institutions:
  • Votes Polled: 53,914,599 (78.4221% of their holding)
  • Public Non-Institutions:
  • Votes Polled: 2,866,721 (3.7940% of their holding)

Scrutinizer's Role and Findings

  • Mr. Jignesh Pandya was the scrutinizer for the e-voting process.
  • He confirmed that the voting was conducted in compliance with Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Rules, 2014.
  • The scrutinizer's report dated September 4, 2026, was submitted to the company, detailing the votes cast remotely and during the AGM.
  • All resolutions were passed with the requisite majority.
  • The voting records will remain in the scrutinizer's custody until the Chairman approves the minutes, after which they will be handed over to the company.

Compliance with Laws and Regulations

  • The AGM was conducted in compliance with the Companies Act, 2013, SEBI LODR Regulations, and relevant rules.
  • The notice of the AGM was sent to shareholders electronically as per MCA and SEBI circulars.
  • The voting results and scrutinizer's report are available on the company's website (www.swan.co.in) and NSDL's website (www.evoting.nsdl.com).

Additional Information

  • The meeting was chaired by Mr. Navinbhai Dave, Chairman of the company.
  • 52 shareholders were present online, and quorum was met.
  • 13 out of 17 registered speaker shareholders raised queries, which were addressed by Mr. Niraj Khatri, AVP (F&A).
  • The company received board resolutions under Section 113 from 12 corporate members holding 169,061,500 equity shares (53.93% of total equity capital) authorizing representatives to attend the meeting.