SMR Jewels Limited passed all five resolutions at its eighth Annual General Meeting held on September 24, 2026, via video conferencing, including the appointment of Virendra Ramanlal Soni as Director cum Chairman.

The meeting commenced at 11:00 am and concluded at 11:25 am. A total of 470 shareholders were on record as of the cut-off date of September 17, 2026. Of these, 14 shareholders attended through video conferencing — 9 from the promoter and promoter group, and 5 from the public. Voting was conducted through remote e-voting, which remained open from September 21, 2026 at 9:00 am to September 23, 2026 at 5:00 pm, as well as e-voting during the AGM. The scrutinizer's report was issued on September 25, 2026 by FCS Govil Rathi of M/s. Govil Rathi & Associates, appointed by the Board at its meeting held on August 27, 2026.

Resolutions passed

All five resolutions — two ordinary and three special — were passed with requisite majority. The following table summarises the outcome:

Voting results by resolution

The detailed voting data, as certified by the scrutinizer, is presented below for each resolution.

Resolution 1 — Adoption of financial statements (Ordinary)

Resolution 2 — Re-appointment of Jainil Virendra Soni (Ordinary)

Votes cast by Jainil Virendra Soni were not considered for this resolution. Invalid votes from the promoter and promoter group totalled 2,016,228 shares.

Resolution 3 — Appointment of Virendra Ramanlal Soni as Director cum Chairman (Special)

Votes cast by promoters and promoter relatives were not considered for this resolution. Invalid votes from the promoter and promoter group totalled 12,219,241 shares.

Resolution 4 — Appointment of secretarial auditor for FY27–FY31 (Special)

Resolution 5 — Approval of related party transactions (Special)

Votes cast by promoters and promoter relatives were not considered for this resolution. Invalid votes from the promoter and promoter group totalled 12,219,241 shares.

Leadership and governance changes

Virendra Ramanlal Soni brings extensive expertise in the gems and jewellery industry, with specialised experience in manufacturing operations, product range expansion, and wholesale network management. The board structure reflects strong family ties, as detailed below:

• Father of Jainil Virendra Soni (Whole Time Director) and Drashti Pal Modi (CFO)
• Uncle of Vismay Manojkumar Soni (Managing Director)
• Husband of Dipikaben Virendra Soni (Director)
• Brother-in-law of Parul Manoj Soni (Director)

Shareholders also approved the appointment of M/s. Govil Rathi & Associates, a practicing company secretary firm based in Ahmedabad, as secretarial auditor for five financial years from FY27 to FY31. The AGM was conducted in compliance with MCA and SEBI circulars on virtual meetings. No queries were raised by members during the session, and voting results were to be disseminated to stock exchanges within two working days of the meeting.

SMR Jewels Ltd saw a significant shift in its shareholding pattern as Craft Emerging Market Fund PCC acquired 8.88% of the company's equity. The fund, acting through three distinct sub-funds, purchased 1,656,000 shares carrying voting rights.

This acquisition marks the entry of the institutional investor into the BSE-listed jeweller. Prior to this transaction, the acquirer and persons acting in concert held no shares in the target company. The stake was built through a combination of allotment and open market purchases on June 5, 2026, and September 16, 2026.

Acquisition details and shareholding structure

The disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, highlights that the acquirer does not belong to the promoter or promoter group. The entities involved in the acquisition are:

• Craft Emerging Market Fund PCC - Citadel Capital Fund
• Craft Emerging Market Fund PCC - Elite Capital Fund
• Craft Emerging Market Fund PCC - Arbitrage Strategy Fund

The following table outlines the specific changes in the acquirer's holding:

Impact on capital structure

The total equity share capital and voting capital of SMR Jewels remained unchanged at 18,653,743 shares before and after the transaction. The diluted share capital also remains at 18,653,743. The acquisition did not involve any warrants, convertible securities, or other instruments that would entitle the acquirer to additional voting rights beyond the shares already acquired.

What the numbers show

The data reveals a concentrated entry by a single institutional entity across multiple fund vehicles. With no prior holding, the immediate acquisition of nearly 9% of the total share capital indicates a significant strategic or arbitrage position taken by Craft Emerging Market Fund PCC. The use of three separate sub-funds (Citadel, Elite, and Arbitrage Strategy) suggests a diversified internal strategy for managing this specific exposure within the broader fund structure.