Summary of Key Information:
Nature of Filing / Announcement: Regulatory Disclosure under SEBI LODR Regulations
Key Financial Highlights:
Not Specified
Corporate Actions:
Change in Control: GRT Jewellers (India) Private Limited acquired 4,94,59,775 equity shares representing 74.12% of the total paid-up equity share capital from the promoter group.
A. Noting the sale of the Sale Shares and change in control of the Company
Pursuant to the Share Purchase Agreement dated August 31, 2026, the Sellers sold and transferred 4,94,59,775 equity shares (74.12% stake) to GRT Jewellers (India) Private Limited on October 30, 2026. The Sellers ceased to be in control and shareholders of the Company.
B. Noting the Company becoming a subsidiary of Acquirer
The Company became a subsidiary of GRT Jewellers (India) Private Limited effective October 30, 2026.
C. De-classification of the Sellers from category of promoter and promoter group
The Sellers were de-classified from the "promoter and promoter group" category effective October 30, 2026, in accordance with SEBI Listing Regulations.
D. Recommendation for appointment of directors and Senior Management Personnel
Based on Nomination and Remuneration Committee recommendation, the Board approved:
- Recommendation for appointment of Mr. Govindarajulu Rajendran (DIN: 02063138) as Non-Executive Director (subject to shareholder approval)
- Appointment of Mr. Govindarajulu Rajendran Ananthapadmanabhan (DIN: 01485010) as Additional Director (Executive Director) effective October 30, 2026 (subject to shareholder approval)
- Appointment of Mr. Govindarajulu Rajendran Radhakrishnan (DIN: 01711654) as Additional Director (Executive Director) effective October 30, 2026 (subject to shareholder approval)
- Appointment of Mr. Govindarajulu Rajendran Ananthapadmanabhan as Managing Director for 5 years from October 30, 2026 to October 29, 2031 (subject to shareholder approval)
- Appointment of Mr. Govindarajulu Rajendran Radhakrishnan as Managing Director for 5 years from October 30, 2026 to October 29, 2031 (subject to shareholder approval)
- Appointment of Mr. K N Jeethendra Babu as Senior Management Personnel designated as Dy. CEO effective October 30, 2026
Resignations effective close of Board meeting on October 30, 2026:
- Mr. Shrikant Gopaldas Zaveri (DIN: 00263725) resigned as Managing Director
- Ms. Binaisha Shrikant Zaveri (DIN: 00263657) resigned as Whole-Time Director
- Ms. Raashi Shrikant Zaveri (DIN: 00713688) resigned as Whole-Time Director
E. Re-constitution of Committees of the Board of Directors
- Audit Committee: Mrs. Sudha Navandar (Chairperson), Mr. Ramesh Chandak (Member), Ms. Preeti Sadarangani (Member), Mr. Govindarajulu Rajendran Ananthapadmanabhan (Member)
- Stakeholders' Relationship Committee: Ms. Preeti Sadarangani (Chairperson), Mr. Govindarajulu Rajendran Radhakrishnan (Member), Mr. Govindarajulu Rajendran Ananthapadmanabhan (Member)
- Nomination and Remuneration Committee: Mrs. Sudha Navandar (Chairperson), Mr. Ramesh Chandak (Member), Ms. Preeti Sadarangani (Member)
- Corporate Social Responsibility Committee: Mr. Govindarajulu Rajendran Radhakrishnan (Chairperson), Mrs. Sudha Navandar (Member), Mr. Govindarajulu Rajendran Ananthapadmanabhan (Member)
- Special Committee of the Board: Dissolved with immediate effect on October 30, 2026
Other Significant Information:
The Board approved execution of an employment agreement with Ms. Binaisha Shrikant Zaveri and a consultancy agreement with Ms. Raashi Shrikant Zaveri for transitional services.
An Amendment Agreement dated October 30, 2026 was executed between the Sellers and Acquirer to convert certain conditions precedent (related to release of personal guarantees and mortgage by identified sellers for company credit facilities) into post-completion obligations.
The Acquirer agreed to procure that the Company will protect the Identified Sellers for any costs incurred by them in relation to any enforcement action.