Swarnsarita Jewels India Limited has approved the reclassification of two promoter group members, Mr. Rajendra M. Chordia and Mrs. Seema Rajendra Chordia, from the 'Promoter/Promoter Group' category to the 'Public' category. The Board of Directors ratified the decision at a meeting held on August 3, 2026, marking the finalization of requests originally submitted by the individuals on the same date. The move aligns with the promoters' current status of holding zero equity shares and exercising no control over the company’s management or operations.

The disclosure was communicated to BSE Limited by Company Secretary and Compliance Officer Deepak Suthar on August 5, 2026, pursuant to Regulation 30 and Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board’s approval follows the submission of formal applications by both individuals, who declared that they are no longer involved in the day-to-day affairs or decision-making processes of the company. The company has confirmed that it will submit the application for reclassification to the stock exchange for a No Objection Certificate within the stipulated timeline under Regulation 31A(5).

Shareholding and Control Status

As of the date of the board meeting, both Mr. Rajendra M. Chordia and Mrs. Seema Rajendra Chordia hold nil equity shares in Swarnsarita Jewels India Limited. Their previous holdings were divested prior to this filing; specifically, 1,14,003 shares (0.55%) held by Mr. Chordia were transferred on March 24, 2022, while 20,000 shares (0.10%) held by Mrs. Chordia were transferred on June 29, 2026. Consequently, their current shareholding percentage stands at 0.00%.

The following table details the current promoter group shareholding structure after the proposed reclassification:

Regulatory Undertakings

In compliance with Regulation 31A(3)(b) of the SEBI LODR Regulations, both applicants have provided specific undertakings to the Board. They confirmed that neither they nor persons acting in concert (PAC) hold more than 10% of the total voting rights in the company. Furthermore, they declared that they do not exercise any direct or indirect control over the company’s affairs and do not possess any special rights through formal or informal agreements, including shareholder agreements.

The applicants also affirmed that they are not represented on the Board of Directors and do not act as Key Managerial Personnel (KMP). Additionally, they certified that they are not classified as willful defaulters under Reserve Bank of India guidelines, nor are they fugitive economic offenders or debarred from accessing the securities market by SEBI. The Board resolved that both individuals shall not be represented on the Board or appointed as KMP for a period of three years from the date of shareholder approval.

Next Steps

The Board has authorized the Company Secretary or other designated officers to execute all necessary documents and submit them to BSE Limited and other regulatory authorities as required. The company is expected to obtain the stock exchange’s No Objection to finalize the reclassification process. This procedural step ensures that the public category classification is formally recognized in the exchange records, reflecting the changed nature of the relationship between these individuals and the listed entity.

Swarnsarita Jewels India Limited reported a standalone net profit after tax (PAT) of ₹1,163.20 lakh for FY26, marking a 59% increase from ₹728.78 lakh in the prior year. The Mumbai-based jewellery manufacturer and trader achieved this growth despite a challenging macroeconomic environment, driven by an 11.5% year-on-year rise in revenue from operations to ₹78,527.46 lakh. This profit surge signals improved operational efficiency and cost management within the core jewellery segment, allowing the company to expand margins even as input costs fluctuated. Consolidated PAT surged more sharply to ₹1,235.06 lakh from ₹525.42 lakh, reflecting strong performance across its group structure.

The Board of Directors concluded its meeting on August 3, 2026, approving the Directors’ Report and scheduling the 34th Annual General Meeting (AGM) for Thursday, August 27, 2026, at 11:00 A.M. (IST) at Sai Leela Hall in Ghatkopar East, Mumbai. Shareholders must note the book closure period from August 21 to August 27, 2026, both days inclusive, with the record date set for August 20, 2026. The notice for the AGM and the annual report have been dispatched via email to registered members, while physical intimation letters were sent to those without registered email addresses.

Director Appointments and Governance

The Board approved significant changes to its composition to ensure regulatory compliance and governance continuity. Mrs. Rajul Chordia was re-appointed as Whole-time Director for a five-year term from September 27, 2026, to September 26, 2031. Additionally, Mr. Jash Amit Adani was appointed as an Independent Director for a five-year term commencing May 28, 2026, subject to shareholder ratification at the AGM. These appointments are subject to approval by members at the ensuing AGM.

Mrs. Chordia brings extensive experience in the gems and diamond industry, while Mr. Adani, holding a post-graduate degree in Management and Finance from I.B.S. Mumbai, adds expertise in e-commerce and business management. His appointment strengthens the board’s independence as required under SEBI LODR regulations.

Financial Performance Highlights

The company’s financial health improved significantly in FY26. Standalone total income reached ₹79,611.72 lakh compared to ₹67,956.07 lakh in FY25. Profit before tax (PBT) stood at ₹1,590.80 lakh, up from ₹1,106.20 lakh. Basic earnings per share (EPS) rose to ₹5.57 from ₹3.49 in the previous year. The company did not declare any dividend for the year, opting to conserve resources for further growth initiatives, including the launch of its new retail brand “RIIVARA by Swarnsarita Jewels” in Mumbai.

Regulatory Compliance and Remuneration

The Board sought shareholder approval for the payment of overall managerial remuneration to all directors in excess of statutory limits under Section 197 read with Schedule V of the Companies Act, 2013. This resolution allows remuneration exceeding 11% of net profits, capped at ₹5 crore per annum, with ₹4.50 crore allocated to executive directors and ₹0.50 crore to non-executive and independent directors. The Board also approved applications under Regulation 31A of SEBI LODR Regulations for reclassifying promoter group members Mr. Rajendra M Chordia and Ms. Seema Rajendra Chordia from Promoter/Promoter Group to Public category.

Mr. Deep Shukla, Practicing Company Secretary, was appointed as the scrutinizer to oversee the e-voting process for the AGM. The disclosure was issued in compliance with Regulation 30 of SEBI LODR Regulations, 2015, and signed by Deepak Suthar, Company Secretary and Compliance Officer.

What the Numbers Show

The divergence between standalone and consolidated profits highlights the contribution of subsidiaries. While standalone PAT grew by 59%, consolidated PAT more than doubled, indicating that subsidiary operations, particularly Swarnsarita Trading Private Limited, played a crucial role in the group’s overall profitability. The improvement in net profit margin from 1.08% to 1.48% suggests better cost management and operational leverage despite rising input costs in the jewellery sector.