Swarnsarita Jewels India Ltd

Swarnsarita Jewels India Limited: Trading Window Closed from October 01, 2026 until 48 hours after the unaudited results for the quarter ended September 30, 2026

Reclassification to Public

• Two promoters Seema Rajendra Chordia and Rajendra M Chordia seek reclassification from Promoter to Public under Reg 31A.
• Board approved the reclassification in meeting on 03 August 2026.
• NOC/approval from stock exchanges to be sought; disclosures filed with BSE.
• Post-reclassification promoter group holdings: Mahendra 3.84%, Sunny 2.03%, Asha 1.11%, HUF 0.14%, Swarnsarita 44.82%.
• Outgoing promoters hold 0% voting rights and will not be on Board or KMP.
• Undertakings confirm promoters seeking reclassification hold no more than 10% voting rights and do not exercise control.
• Company will comply with 31A(3)(b) and 31A(8) and disclose as material event post-approval.
• The reclassification is subject to exchange approvals and further steps (NOC, shareholder approvals if applicable).
• The related annexures and processing checklist include undertakings and Rs 50,000 processing fee.
• Board authorized signing and filing with exchanges.

Appointment: Rajul Chordia as Director

• Appointment of Mrs. Rajul Chordia as Director liable to retire by rotation, effective 27 Aug 2026.
• Brief profile: knowledge in designing and marketing; gems and diamond industry experience.
• Relationship: Sunny Mahendra Chordia is husband; MD is father-in-law.
• Reason: Appointment liable to retire by rotation.

Re-appointment: Rajul Chordia as Whole-time Director

• Re-appointment of Mrs. Rajul Chordia as Whole-time Director for five years, 27 Sep 2026 to 26 Sep 2031.
• Reason: Five-year consecutive term.
• Profile: Knowledge of designing/marketing; gems and diamond industry experience.
• Disclosure: Not related to any director per Companies Act 2013.

Appointment: Jash Amit Adani as Independent Director

• Appointment of Mr. Jash Amit Adani as Independent Director, non-executive, 28 May 2026 to 27 May 2031.
• Profile: Postgraduate in Finance; 5+ years in E-commerce; finance/strategy.
• Relationship: Not related to any director per Companies Act 2013.
• Term: Five-year tenure commencing 28 May 2026.

34th AGM outcomes

• 34th AGM held Aug 27, 2026; standalone and consolidated financial statements adopted.
• Votes in favour 10,308,530 (96.37%), against 387,808 (3.63%).
• Rajul Chordia reappointed by rotation.
• Re-appointment of Rajul Chordia as Whole-time Director for five years (27 Sep 2026–26 Sep 2031).
• Jash Amit Adani appointed Independent Director for five years.
• Approval for overall managerial remuneration to all directors beyond statutory limits under Section 197.
• All resolutions passed; total votes polled 10,696,226; majority in favour.

AGM Details

• AGM held 27 Aug 2026 at 11:00 AM; venue Mumbai; mode: physical with e-voting.
• E-voting platform provided; voting window Aug 24–26, 2026.

Key Resolutions

• Adopt standalone and consolidated audited financial statements for year ended Mar 31, 2026.
• Appoint Rajul Chordia liable to retire by rotation as director.
• Re-appoint Rajul Chordia as Whole-time Director for five years.
• Appoint Jash Amit Adani as Independent Director for five years.
• Approve aggregate managerial remuneration exceeding statutory limits under Section 197.

Voting Status

• Financial statements: outcome pending; results to be announced after Scrutinizer report.
• Rajul Chordia rotation: outcome pending.
• Rajul Chordia WTD: outcome pending.
• Jash Amit Adani independent director: outcome pending.
• Remuneration approval: outcome pending.

Director Changes

• Rajul Chordia re-appointed as director by rotation.
• Jash Amit Adani appointed as Independent Director.

AGM Corrigendum: key corrections

• Corrigendum to the 34th AGM notice dated Aug 25, 2026; updates to notice and explanatory statement.
• Item 4 corrected to Special Resolution instead of Ordinary Resolution.
• Item 5 clarifies aggregate remuneration across directors, not for any single director.
• AGM on Aug 27, 2026 at 11:00 IST, Sai Leela Hall, Mumbai.
• NSDL e-voting active; Item 4 requires 75% majority for Special Resolution.
• Corrigendum forms part of AGM Notice dated Aug 3, 2026 and on company website.

Registered Office Address Change

• Previous registered office: No 104, First Floor, 17/19 Ustad Building, Swarn House, Dhanji Street, Mumbai-400002
• New registered office: 104, Floor AST, Plot-17/19, Swarn House, Dhanji Street, Zaveri Bazar, Mumbadevi, Mandvi, Mumbai-400003
• Effective date: Immediate, from the August 14, 2026 board meeting
• Jurisdiction change: within Mumbai; no ROC/state change
• Approvals: Board of Directors approved the change
• Impact: no impact on operations or investor correspondence disclosed

Meeting Details

• Meeting on 14 Aug 2026 at 5:00 PM IST, Office No. 104, Swarn House, Zaveri Bazaar, Mumbai.

Key Agenda Items

• Consider and approve Standalone and Consolidated unaudited quarterly results for quarter ended 30 June 2026.

Other Notes

• Trading window closed from 01 July 2026 until 48 hours after the results announcement on 14 August 2026.
• Promoters, directors, connected persons, insiders and their immediate relatives shall not trade during the trading window.

Financials

• Standalone revenue from operations: 78,527.46 Lakhs (FY26).
• Total Income: 79,611.72 Lakhs (FY26).
• PBT: 1,590.80 Lakhs (FY26).
• PAT: 1,163.20 Lakhs (FY26).
• Basic & Diluted EPS: Rs 5.57 (FY26).
• Net worth: 14,231.46 Lakhs (FY26).
• Total borrowings: 7,104.36 Lakhs (FY26).

Capital structure & liquidity

• Borrowings: 6,981.88 current; 122.48 non-current; total 7,104.36 Lakhs.
• Cash & cash equivalents: 73.68 Lakhs; bank balances 237.15 Lakhs.
• Net debt: 7,030.68 Lakhs; net gearing: 0.49x.
• Liquidity and covenants maintained; debt servicing supported by operating cash flows.

Board and governance

• Board size: 6 (3 Executive, 3 Independent).
• Cessation: Dhruvin Shah’s 10-year term ended 28 May 2026.
• Rajul Chordia re-appointed as Whole-time Director for 5 years (Sept 27, 2026–Sept 26, 2031).
• Jash Amit Adani appointed as Independent Director (May 28, 2026) for 5 years.
• Ten board meetings held in FY2025-26; committees meet regularly.

Business developments & outlook

• Gems & jewelry business to expand with new collections and studded designs.
• RIIVARA by Swarnsarita retail outlet launched in Mumbai.
• Focus on organized retail growth, omnichannel strategies, and premiumization.
• Outlook: disciplined growth across consumer segments amid macro headwinds.

CSR & ESG

• CSR expenditure: 20.00 Lakhs; CSR obligation 18.17 Lakhs; shortfall 3.13.
• Projects: 5 Lakh to JITO Foundation; 15 Lakh to Siddhim Global Education.
• CSR policy and annual CSR plan disclosed on website; CSR committee oversees execution.

Related parties & governance disclosures

• Related party transactions include Swarnsarita Trading Pvt. Ltd. interest income 360.72 Lakhs.
• Key management remuneration: MD 72.00 Lakh; WTD 60.00 Lakh; Rajul Chordia 48.00 Lakh.
• Loans to related parties: Swarnsarita Trading balance 3,193.45 Lakhs (end of year).
• Outstanding balances with related parties include salaries and rent payments.

Audit & controls

• Statutory auditors: M/s Banshi Jain & Associates; term to 2029.
• Secretarial auditors: M/s Deep Shukla & Associates.
• Internal controls: adequate and operating; no material weaknesses reported.

Outlook on risks

• High and volatile gold prices may pressure volumes.
• Regulatory changes and competition from unorganized sector.
• Regulatory advisories on digital gold and evolving LODR norms.