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.

Vega Jewellers Limited’s board of directors approved material related-party transactions and amendments to its Memorandum of Association on September 5, 2026. The company also finalized the schedule for its 44th Annual General Meeting.

The meeting, held via video conference, concluded at 1:00 pm. B. Kiran Kumar, Company Secretary and Compliance Officer, signed the disclosure under Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Related-Party Transactions

The board approved several material related-party transactions that require shareholder approval at the ensuing AGM. These involve agreements with four specific entities linked to the company.

Corporate Actions

Beyond the related-party deals, the board approved amendments to the Memorandum of Association (MOA). This change also requires shareholder consent at the forthcoming AGM. Additionally, the company forfeited 20,000 convertible warrants held by Mr. Hanumantha Rao Patri due to non-receipt of the exercise price within the statutory tenure.

The Director's Report for FY26, along with its annexures, was also approved during the session.

AGM Schedule

Vega Jewellers has scheduled its 44th Annual General Meeting for Tuesday, September 29, 2026, at 12:00 pm. The meeting will be conducted through video conference or other audio-visual means without a common venue.

Key logistical details include:

• Record Date: Tuesday, September 22, 2026, for determining eligible members for e-voting.
• Scrutinizer: M/s RPR & Associates appointed as the scrutinizer for the AGM.
• E-Voting: An e-voting schedule was approved alongside the notice.