Samarth Jaiswal leads four-member board with 99.12% stake

Samarth Jaiswal became managing director on April 1, 2025 for a five-year term and held 29,83,495 equity shares, or 99.12% of pre-issue paid-up capital, as of the prospectus date. The 2025-26 board transition ended the directorships of Sunil Jaiswal and Sadhna Jaiswal and added Ishani Mehta Jaiswal as a non-executive director.

How did Samarth Jaiswal become managing director?

Samarth Jaiswal was redesignated from executive director to managing director effective April 1, 2025, for five years. The company states that its resolution appointing Samarth Jaiswal as managing director is dated April 1, 2025, and its board composition identifies him as the sole executive director among four directors.

The same April 1, 2025 board-change schedule records Sunil Jaiswal’s redesignation from executive director to whole-time director for five years. Sunil Jaiswal was subsequently redesignated as chairman and whole-time director on November 1, 2025, then as chairman and non-executive director on January 5, 2026. This sequence put Samarth Jaiswal in the managing-director role before Sunil Jaiswal ceased to be a board member on April 24, 2026.

Samarth Jaiswal’s basic annual salary was set at Rs 30 lakh with effect from November 1, 2025, with further perquisites and benefits subject to board approval. The company reported Rs 20.90 lakh of remuneration paid to Samarth Jaiswal for the year ended March 31, 2026, compared with Rs 12.40 lakh paid to Sunil Jaiswal, who was a whole-time director until January 5, 2026. The appointment disclosure says there is no definitive service agreement with Samarth Jaiswal and that he is not entitled to sitting fees for board or committee meetings.

What changed in Samarth Jaiswal’s family board reshuffle?

Samarth Jaiswal’s family board reshuffle resulted in Sunil Jaiswal and Sadhna Jaiswal ceasing to hold office on April 24, 2026, while Ishani Mehta Jaiswal became a non-executive director on April 23, 2026. The resulting board retained two family members, Samarth Jaiswal and Ishani Mehta Jaiswal, alongside two independent directors.

Sadhna Jaiswal’s recorded board tenure began with her appointment as executive director on November 1, 2024. She was redesignated as a non-executive director on November 1, 2025, before her cessation on April 24, 2026. Sunil Jaiswal’s recorded transitions ran from executive director on April 1, 2025 to whole-time director, chairman and whole-time director, chairman and non-executive director, and finally cessation in April 2026.

Ishani Mehta Jaiswal had previously been appointed whole-time director on April 1, 2025 and ceased that role on January 5, 2026, according to the key managerial personnel changes. The board-change schedule separately records her appointment as non-executive director with effect from April 23, 2026. The company’s relationship disclosure identifies Ishani Mehta Jaiswal as Samarth Jaiswal’s wife.

Who sits on Samarth Jaiswal’s four-member board?

Samarth Jaiswal’s four-member board comprises one executive director, one non-executive non-independent director and two independent directors. Samarth Jaiswal is the managing director, Ishani Mehta Jaiswal is the non-executive director, and Deepak Khetarpal and Tej Mohan Singh were appointed as independent directors from January 1, 2026 for five years each.

The company says the four-director composition complies with the Companies Act, 2013 and the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015, known as the SEBI LODR Regulations. The company states that the SEBI LODR Regulations will apply after listing of its equity shares in India. Its stated governance framework separates the board’s supervisory role from executive management and uses board committees for specified areas.

The management transition also included two appointments outside the board. Dhirendra Baloni became chief financial officer on January 1, 2026 and received Rs 1.83 lakh for the financial year ended 2026, while Payal Agrawal became company secretary and compliance officer on August 1, 2025 and received Rs 1.84 lakh for that year. The prospectus states that the company had no personnel designated as senior managerial personnel as of the prospectus date.

How concentrated is Samarth Jaiswal’s ownership?

Samarth Jaiswal held 29,83,495 equity shares, representing 99.12% of the company’s pre-issue paid-up equity capital. Ishani Mehta Jaiswal held 301 shares, or 0.01%, and the two disclosed promoters together held 29,83,796 shares, representing 99.13% of pre-issue paid-up capital.

The 301-share difference between Samarth Jaiswal’s holding and the disclosed promoter total corresponds to Ishani Mehta Jaiswal’s shareholding. The company identifies Samarth Jaiswal and Ishani Mehta Jaiswal as its promoters, and states that their 29,83,796 combined shares have a face value of Rs 10 each. The prospectus does not list equity holdings for the two independent directors in its directors’ shareholding disclosure.

The ownership position combines Samarth Jaiswal’s managing-director office with 99.12% of pre-issue capital. The company’s articles do not require directors to hold qualification shares. The company also states that no employee stock option scheme, employee stock purchase scheme or similar employee equity-option arrangement existed as of the prospectus date.

What oversight arrangements accompany the new board?

The company reconstituted its audit committee, stakeholders relationship committee and nomination and remuneration committee on April 25, 2026. Each committee includes the two independent directors and Ishani Mehta Jaiswal, while Samarth Jaiswal is a member of the stakeholders relationship committee.

The audit committee is chaired by Deepak Khetarpal and includes Tej Mohan Singh and Ishani Mehta Jaiswal. Its terms include reviewing financial reporting, financial statements, audit matters, internal financial controls, risk management systems and related-party transactions. The committee’s terms specify that only independent-director members approve related-party transactions and that other members recuse themselves from related discussions.

The audit committee must meet at least four times a year, with no more than 120 days between two meetings, and its quorum requires at least two independent directors. Ishani Mehta Jaiswal chairs the stakeholders relationship committee, which addresses security-holder grievances, while Tej Mohan Singh chairs the nomination and remuneration committee. On February 27, 2026, the board also approved sitting fees of up to Rs 15,000 per meeting for non-executive directors, including independent directors.

Conclusion

Samarth Jaiswal emerged from the April 2025 to April 2026 transition as managing director and holder of 99.12% of pre-issue equity. The board’s reduction to four directors followed the April 24, 2026 cessations of Sunil Jaiswal and Sadhna Jaiswal, while Ishani Mehta Jaiswal’s April 23, 2026 appointment retained a family presence as a non-executive director alongside two independent directors.

The disclosed matters to watch are the five-year terms beginning April 1, 2025 for Samarth Jaiswal and January 1, 2026 for the two independent directors, as well as the governance framework that the company says will apply upon listing. The April 25, 2026 committee reconstitution also sets out a specific process for related-party transactions, under which approval is reserved for independent directors on the audit committee.