Vega Jewellers Limited has approved an increase in its shareholding in Vega Jewellers J Hills LLP from 60.98% to 89.98%. The decision was taken by the Board of Directors during its meeting held on Monday, October 19, 2026.

The company, formerly known as PH Trading Limited, disclosed the outcome of the board meeting under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The strategic move significantly consolidates the company's control over the LLP entity.

Stake consolidation details

The primary approval granted by the Board relates to the equity structure of the subsidiary entity. The Board approved the further investment and signed the Restated LLP Agreement. Mr. Manideep Yechuri, a designated partner in Vega Jewellers J Hills LLP, has retired from the LLP as part of this restructuring.

The following table outlines the change in ownership percentage and the revised investment amount:

This increase brings the company's total stake in the LLP close to the 90% threshold, indicating a stronger operational and financial integration with the asset.

Registered office relocation

In addition to the stake acquisition, the Board approved shifting the registered office of the company. The new address is located within the same local limits of Mumbai, Maharashtra.

• Current Address: One Lodha Place, 14th Floor, Unit 1403, Senapati Bapat Marg, Lower Parel, Delisle Road, Mumbai, Maharashtra, India, 400013
• New Address: Unit A 622, Lodha Signet, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra 400013

The shift is effective from December 28, 2026. The board meeting commenced at 12:00 pm and concluded at 12:15 pm. The disclosure was signed by Bolledu Kiran Kumar, Company Secretary and Compliance Officer.

Vega Jewellers Limited shareholders approved all eight resolutions at their 44th Annual General Meeting held on September 29, 2026. The meeting, conducted via Video Conferencing, saw unanimous support for key corporate actions, including the adoption of a new Memorandum of Association and material related party transactions.

The approval was sought under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting marked the formal transition away from the entity's former name, PH Trading Limited, aligning constitutional documents with its current jewellery business identity.

Key amendments to the MOA

The primary change involves Clause III of the Memorandum of Association, which outlines the company's main objects. The existing clauses were based on the erstwhile name, PH Trading Ltd. The newly approved MOA deletes these obsolete sub-clauses and introduces new ones specific to the jewellery business.

Voting results and participation

The scrutinizer report from M/s RPR & Associates confirmed that all resolutions were passed with requisite majority. A total of 18 members participated in the voting process. Of the 175 shareholders on record as of September 22, 2026, one promoter group member and nine public shareholders attended via video conferencing.

The voting pattern revealed distinct trends between general corporate matters and related party transactions:

For resolutions regarding financial statements, director re-appointments, and the special resolution for MOA alteration, promoters voted alongside public shareholders. However, for the four ordinary resolutions approving material related party transactions with subsidiaries such as Vega Jewellers KKD LLP, ELR LLP, and J HILLS LLP, the promoter group abstained from voting as they were interested parties. Consequently, these resolutions passed solely on public shareholder votes.

Compliance and disclosure

The company filed this disclosure with BSE Limited on September 29, 2026. The announcement references prior corporate disclosures dated September 5, 2026, and September 29, 2026. Bolledu Kiran Kumar, Company Secretary and Compliance Officer, signed the digital filing confirming the completion of the AGM proceedings.

What the numbers show

The amendment signifies a complete legal realignment of the company's charter with its rebranded identity. By explicitly removing objects tied to "PH Trading" and inserting those for "jewellery," the company eliminates any ambiguity regarding its core business activities as defined by its constitutional documents.

Furthermore, the voting data highlights a clear governance distinction: while promoters hold a significant stake (36.2 million shares), they voluntarily recused themselves from voting on related party transactions, leaving the decision entirely to the public minority shareholders. This resulted in a lower overall participation percentage (12.93%) for RPT approvals compared to other agenda items (84.07%), reflecting the exclusion of promoter votes rather than public apathy.