Swarnsarita Jewels India Limited has filed a draft letter of offer with the Securities and Exchange Board of India (SEBI) for a voluntary open offer under Regulation 6 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer aims to acquire equity shares from public shareholders of the Mumbai-based gold and diamond jewellery company.

Open Offer Structure and Timeline

The voluntary open offer seeks to acquire up to 47,94,987 fully paid-up equity shares of face value ₹10 each, representing 22.97% of the voting share capital of the target company. The offer price has been set at ₹32.15 per equity share, payable in cash, aggregating to a total consideration of ₹15,41,58,832.05 assuming full acceptance.

Acquirer Details and Current Holdings

The open offer is being made by three individual acquirers along with a corporate entity acting as persons acting in concert (PAC). The acquirers and PAC currently hold a controlling stake in the company.

The acquirers have demonstrated substantial financial capacity for the transaction. Mr. Mahendra Madanlal Chordia has a certified net worth of ₹14,31,94,067 as of November 30, 2025, while Mrs. Asha M. Chordia and Mr. Sunny Mahendra Chordia have net worth of ₹9,08,44,939 and ₹4,37,32,180 respectively.

Financial Arrangements and Escrow

To ensure adequate financial backing for the offer, the acquirers and PAC have established a cash escrow account with Yes Bank Limited containing ₹4,00,00,000, representing 25.95% of the maximum consideration payable. This arrangement complies with Regulation 17 of the SEBI (SAST) Regulations, 2011.

Mark Corporate Advisors Private Limited has been appointed as the Manager to the Offer, while MUFG Intime India Private Limited (formerly Link Intime India Private Limited) serves as the Registrar to the Offer.

Company Background and Performance

Swarnsarita Jewels India Limited, originally incorporated as Shyam Star Gems Private Limited in 1992, was taken over by the Chordia family in 2011 and renamed accordingly. The company operates in the gold and diamond jewellery business and is listed on BSE Limited with scrip code 526365.

The company's recent financial performance shows revenue from operations of ₹41,372.64 lakhs for the six months ended September 30, 2025, with a net profit of ₹1,511.82 lakhs during the same period. For the financial year 2024-25, the company reported total income of ₹76,241.54 lakhs and net profit of ₹530.26 lakhs.

Regulatory Compliance and Next Steps

The draft letter of offer filing represents the initial step in the regulatory approval process. The offer is unconditional and not subject to any minimum level of acceptance from shareholders. The acquirers have confirmed that no statutory approvals are currently required to complete the transaction.

Public shareholders will receive the final letter of offer along with acceptance forms once SEBI completes its review process. The offer will be implemented through the stock exchange mechanism using BSE Limited's acquisition window, ensuring transparent price discovery and settlement processes.

Swarnsarita Jewels India Limited has published its Detailed Public Statement (DPS) on January 30, 2026, marking a significant milestone in the open offer process under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The announcement represents a major corporate development for the gold and diamond jewelry manufacturer.

Open Offer Structure and Participants

The open offer is being made by three individual acquirers and one corporate entity acting as persons acting in concert (PAC). The acquirers include Mr. Mahendra Madanlal Chordia (Managing Director), Mrs. Asha M. Chordia, and Mr. Sunny Mahendra Chordia (Whole-time Director), along with Swarnsarita Jewellers Private Limited as the PAC.

Current and Proposed Shareholding Pattern

The shareholding structure reveals the acquirers' existing significant stake and their intention to consolidate control. The current combined holding of acquirers and PAC stands at substantial levels, with the open offer designed to further strengthen their position.

Offer Price Justification and Market Analysis

The offer price of ₹32.15 per equity share has been determined based on regulatory requirements under SEBI (SAST) Regulations. The company's shares are listed on BSE Limited with scrip code 526365 and symbol SWARNSAR, with ISIN INE967A01012.

The equity shares demonstrated frequent trading activity with annualized trading turnover of 19.05% on BSE Limited, with 39,76,280 shares traded during the twelve calendar months preceding January 2025.

Financial Arrangements and Regulatory Compliance

The acquirers have established robust financial arrangements to support the open offer. A cash escrow account has been opened with Yes Bank Limited under the name "Swarnsarita Open Offer Escrow Account" with account number 008266200000441.

Publication and Regulatory Filings

The DPS has been published in multiple newspapers to ensure wide dissemination among public shareholders. Mark Corporate Advisors Private Limited, serving as Manager to the Open Offer, coordinated the publication process in compliance with SEBI regulations.

Target Company Profile and Business Operations

Swarnsarita Jewels India Limited, originally incorporated as M/s Shyam Star Gems Private Limited in 1992, operates in the gold and diamond jewelry sector. The company underwent strategic restructuring and rebranding, with the Chordia family taking control in 2011. The company's registered office is located at Ruby Chambers, Zaveri Bazar, Mumbai, positioning it in the heart of India's jewelry trading hub.

The company maintains full compliance with listing requirements, though it has incurred penalties aggregating ₹2,72,580 under various SEBI (LODR) Regulations over the past period. The authorized share capital stands at ₹22,00,00,000 comprising 2,20,00,000 equity shares, with issued and paid-up capital of ₹20,87,68,000 representing 2,08,76,800 fully paid-up equity shares.

Strategic Objectives and Future Plans

The acquirers have stated that the primary objective of the takeover is to consolidate their existing shareholdings in the target company. They have indicated no current plans to diversify business activities but may reorganize the capital structure and strengthen the board composition. Importantly, the acquirers have confirmed no intention to delist the company's shares, ensuring continued public market access for minority shareholders.