On April 16, 2025, Naveen Kumar Vanama, the Promoter of Vega Jewellers Limited (formerly PH Trading Limited), disclosed the acquisition of 16,00,000 equity shares in the company. This acquisition was made following the conversion of an equal number of convertible warrants into shares. The move was in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015.

Background and Regulatory Compliance

In accordance with Regulation 29(2) of the SEBI Takeover Regulations, Naveen Kumar Vanama reported the acquisition of the shares as part of his ongoing promoter group involvement in Vega Jewellers. The disclosure was made to BSE Limited and includes a Form C under Regulation 7(2) of the SEBI Prohibition of Insider Trading Regulations, outlining the change in his shareholding.

Pre-Acquisition Shareholding

Before the conversion of the warrants, Naveen Kumar Vanama held:

• 1,69,450 equity shares, representing 35.30% of the company's total voting capital.

• Additionally, he held 32,00,625 convertible warrants, giving him an indirect interest of 33.00% in the company.

Post-Acquisition Shareholding

Following the conversion of warrants into equity shares on April 14, 2025, the total number of shares held by Naveen Kumar Vanama increased significantly. His updated shareholding includes:

• 17,69,450 equity shares, or 37.09% of the total voting capital, post-conversion.

• The total capital of Vega Jewellers after the acquisition stands at Rs. 4,77,05,750 with 47,70,575 equity shares in circulation.

Mode of Acquisition

The shares were acquired through a preferential allotment process, specifically for the conversion of convertible warrants. This move is in line with the company’s strategy to strengthen its equity base and provide promoters with a more direct stake in the company.

Financial Details

The transaction involves the issuance of equity shares at a face value of Rs. 10 per share with an issue price of Rs. 55 per share, including a premium of Rs. 45 per share. The new acquisition increases Vanama’s shareholding in the company, enhancing his control and influence over Vega Jewellers.

Impact on Vega Jewellers’ Capital Structure

• The total paid-up share capital of the company before the acquisition stood at Rs. 48,00,000 (with 4,80,000 shares of Rs. 10 each).

• After the acquisition, the total paid-up share capital has grown to Rs. 4,77,05,750 (with 47,70,575 shares).

• The diluted share capital post-conversion is Rs. 9,69,62,980, with 96,96,298 equity shares outstanding.

This substantial acquisition signals the promoter's confidence in the future prospects of Vega Jewellers and solidifies his position within the company.

Conclusion

This disclosure represents a significant move by Naveen Kumar Vanama to bolster his ownership in Vega Jewellers through the conversion of convertible warrants into equity shares. It also highlights his adherence to the stringent regulations set forth by SEBI to maintain transparency and fairness in the markets. The acquisition not only increases his stake in the company but also enhances the stability and strategic growth potential of Vega Jewellers Limited.

This acquisition reflects the company’s evolving capital structure and the promoter's vision for its long-term success in the competitive jewelry sector.

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