2. Overview of Financial Performance

Standalone Performance

For the financial year ended March 31, 2026, the
Company recorded a total income of Rs. 1,07,287.10
million, as compared to Rs. 76,544.25 million in the
previous financial year, reflecting a growth of 40.16%.

The Net Profit for the year under review stood at
Rs. 4,010.37 million, marking an increase of 86.64 %
over the Net Profit of Rs. 2,148.78 million reported in the
previous financial year.

Consolidated Performance

For the financial year ended March 31, 2026, the
Company achieved a total income of Rs. 1,08,271.79
million, as against Rs. 77,226.19 million in the previous
financial year, reflecting a growth of 40.20%.

The Net Profit for the year under review stood at
Rs. 4,098.20 million, marking an increase of 87.76%
over the Net Profit of Rs. 2,182.68 million recorded in the
previous financial year.

3. Share Capital

During the year under review, the Company has not
altered its Authorized Share Capital. The Authorized
Share Capital of the Company is Rs. 2,00,00,00,000
comprised of 20,00,00,000 Equity Shares of Rs. 10 each.

The Paid-up capital of the Company as on March 31,
2026, is Rs. 1,35,70,83,330 comprised of 13,57,08,333
Equity Shares of Rs. 10 each.

After the close of the financial year and before the date
of this Report, the Company successfully completed
Qualified Institutions Placement (“QIP”) aggregating to
Rs. 7,000 million. The QIP issue was opened on July
30, 2026, and closed on August 03, 2026. Accordingly,
on August 04, 2026, the Company allotted 1,14,94,252
Equity Shares of face value of Rs. 10 each.

Consequently, the issued, subscribed and paid-up
Equity Share capital of the Company increased from Rs.
135,70,83,330 divided into 13,57,08,333 Equity Shares
to Rs. 147,20,25,850 divided into 14,72,02,585 Equity
Shares of Rs. 10 each.

Further, it is hereby declared that the Company has:

a. not issued equity shares with differential rights as
to dividend, voting or otherwise;

b. not issued any sweat equity shares;

c. not issued employee stock option scheme/plan or
exercised any option(s)there under; and

d. not provided money for purchase of its own
shares by employees or by trustees for the benefit
of employees.

4. Dividend

The Board of Directors of the Company were of the
opinion that, it would be in the interest of the Company
to retain earnings for future business requirements and
business plans. Hence, it was decided to plough back
the profits of the Company. Accordingly, your Company
does not recommend dividend on Equity Shares for the
financial year 2025-26.

The Dividend Distribution Policy of the Company can
be accessed athttps://www.pngjewellers.com/pages/
investors.

5. Management Discussion and Analysis
Report

Pursuant to Regulation 34 read with Schedule V of
the SEBI (LODR) Regulation, 2015, the Management
Discussion and Analysis Report is presented in a
separate section forming part of this Annual Report.

6. Expansion of Retail Footprint

During the year under review, the Company opened
25 new stores, taking the total store count to 78 as of
March 31, 2026. Of these, 57 stores operate under the
COCO (Company Owned, Company Operated) model
— comprising 48 Legacy stores and 9 YOOU stores,
including 1 store in the United States — and 21 stores
operate under the FOCO (Franchise Owned, Company
Operated) model, comprising 17 Legacy stores and 4
YOOU stores.

Subsequent to the close of the financial year, the
Company further strengthened its retail presence by
opening its first Legacy store in the National Capital
Region (“NCR”) at Gurugram, Haryana, and a YOOU
format store in Pune, Maharashtra.

Accordingly, as on the date of this Report, the total store
count of the Company stands at 80.

7. Subsidiary Companies, Associates and
Joint Venture

As on the date of this report, the Company has the
following subsidiaries:

A separate statement containing the salient features
of financial statements of all the subsidiaries of your
Company forms part of the Annual Report in the
prescribed Form AOC-1 as Annexure I in compliance
with Section 129 and other applicable provisions, if any,
of the Companies Act, 2013.

The Financial Statements of the subsidiary companies
and related information are available for inspection by

the members at the Registered Office of the Company
during business hours on all days except Saturdays,
Sundays and public holidays up to the date of the Annual
General Meeting (AGM) as required under Section
136 of the Companies Act, 2013. The statements are
also available on the website of the Company www.
pngiewellers.com/pages/investors.

8. Particulars of contracts or arrangements
with Related Parties

During the year under review, the Company has entered
into Related Party Transactions on an arm’s length basis
and were in the ordinary course of business.

The disclosure under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC-2 is attached as Annexure II to
this report.

9. Particulars of Employees

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as
Annexure III.

10. Information as per Rule 5(2) of the
Chapter XIII, of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014

The particulars of employees pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(2)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 including
amendments thereunder, forms part of this report. In
terms of Section 136 (1) of the Companies Act, 2013
and Rules thereof including amendments thereunder,
the Director’s Report is being sent to the shareholders
without this Annexure. A copy of this annexure will be
made available in electronic form to the members on
request raised by them on the dedicated email id of the
Company at secretarial@pngadgil.com.

11. Investor Education and Protection Fund

During the year under review, no transfer was required to
be made to the Investor Education and Protection Fund.
Further, none of the following amounts were lying unpaid
with the Company.

a. Application money received for allotment of any
securities and due for refund.

b. Matured deposits.

c. Matured debentures.

d. Interest accrued on the amounts referred to in
clauses (a) to (c);

12. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies
Act, 2013 and Articles of Association of the Company,
Mrs. Radhika Gadgil, (DIN: 00490499), Whole-time
Director of the Company retire by rotation at the ensuing
Annual General Meeting and being eligible, offers herself,
for re-appointment as Director liable to retire by rotation.

The Board of Directors at its meeting held on January
23, 2026 appointed Mr. Aditya Saurabh Gadgil as an
Additional Director in the category of Non-Executive,
Non-Independent Director with effect from January 23,
2026. And the Members of the Company have approved
his appointment as a Non- Executive, Non-Independent
Director w.e.f. January 23, 2026 by way of Postal Ballot
on March 27, 2026.

Key Managerial Personnel(s):

Mr. Deepak Kumar Vijay was appointed as Chief Financial
Officer w.e.f January 24, 2026.

Mr. Kiran Prakash Firodiya (DIN: 03386738) has ceased
to be the Whole-time Director and Chief Financial Officer
of the Company w.e.f. closure of business hours of
January 23, 2026.

13. Details of Committees of the Board

At present, the Board has the following Six
(6) Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Executive Committee.

The Composition of the Committees and relative
compliances are in line with the applicable provisions of
the Companies Act, 2013 and SEBI Regulations.

14. Corporate Social Responsibility

The constitution, composition, terms of reference,
role, powers, rights, obligations of Corporate Social
Responsibility Committee (CSR Committee) are in
conformity with the provisions of Section 135 and all other
applicable provisions of the Companies Act, 2013, read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The CSR Committee consists of the following Members
as on March 31, 2026:

* Mr. Purushottam Sharad Bedekar was appointed as a member
w.e.f. January 24, 2026.

During the year under review, the total CSR obligation
of the Company for the Financial Year 2025-26 was
Rs. 45.76 million. Against this obligation, the Company
spent Rs. 43.76 million directly on Corporate Social
Responsibility activities in accordance with its CSR
policy. The remaining Rs. 2.00 million was transferred to
the “P N Gadgil Jewellers Limited - Unspent Corporate
Social Responsibility (CSR) Account” opened with
Janata Sahkari Bank Limited, towards an ongoing CSR
project for the Financial Year 2025-26. As on the date
of this report, the amount lying in the said account has
been fully utilized.

The Annual report on CSR activities in accordance with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is set out as Annexure IV forming part of
this Report.

The CSR Policy has been uploaded on the website of
the Company. The policy is available athttps://www.
pngiewellers.com/pages/investors#policies

15. Public Deposits

During the year under review, the Company had
outstanding deposits from the public and its members
falling within the ambit of Section 73 and 76 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014. The details of the deposits are
as below:

a. Accepted during the year: Nil

b. Remained unpaid or unclaimed at the end of the
year: Nil

i. Deposits that have matured but not claimed: Nil

ii. Deposits that have matured and claimed but
not paid: Nil

c. Whether there has been any default in repayment of
deposits or payment of interest thereon during the
year and if so, number of such cases and the total
amount involved:

i. At the beginning of the year: Nil

ii. Maximum during the year: Nil

iii. At the end of the year: Nil

There were no deposits not in compliance with the
requirements of Chapter V of the Companies Act, 2013.

16. Policy on Directors’ appointment and
remuneration

The Nomination and Remuneration Committee is
entrusted with the responsibility of identifying and
ascertaining the integrity, qualification, expertise and
experience of the person for appointment as Director,
KMP or at Senior Management level and recommending
their appointment for the consideration of the Board.

The Company has drawn up Nomination and
Remuneration policy in line with the requirement of
Section 178 of the Companies Act, 2013. The Policy inter
alia provides that a person should possess adequate
qualification, expertise and experience for the position
he / she is considered for appointment. The Committee
has discretion to decide whether qualification, expertise
and experience possessed by a person is sufficient /
satisfactory for the concerned position.

During the year, Mr. Saurabh Gadgil, Managing Director,
received remuneration amounting to Rs. 7.79 million
from the subsidiary company.

17. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism/ Whistle
Blower Policy (‘Vigil Mechanism’) in place. The Vigil
Mechanism is a system for providing a tool to the
Directors and Employees of the Company to report
violation of personnel policies of the Company, unethical
behavior, suspected or actual fraud, violation of code of
conduct. The Company is committed to provide requisite
safeguards for the protection of the persons who raise
such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional
cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to
the Committee.

Details of the Vigil Mechanism are available on the
Company’s website www.pngiewellers.com/Investors

18. Risk Management

The Company has adopted a Risk Management Policy
in accordance with the provisions of the Companies Act,
2013 which laid down the framework to identify, evaluate
business risks and opportunities. The Company has
vested powers to the Audit Committee to regulate risk
identification, assessment, analysis and mitigation with
the assistance of the Internal Auditor. The Company has
procedures in place for informing the Board of Directors
on risk assessment and management procedures.
Senior management periodically reviews this risk
management framework to keep updated and address
emerging challenges. The management is however, of
the view that none of the risks may threaten the existence
of the Company as a risk mitigation mechanism is put in
place to ensure that there is nil or minimum impact on
the Company in case any of these risks materialize.

The Company has a Business Continuity Plan including
Disaster Recovery scenario to minimize disruptions
and potential impact on its employees, customers
and business during any unforeseen adverse events
or circumstances.

19. Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at
Workplace

The Company as required under the provisions of The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 has in place an Anti¬
Sexual Harassment Policy in line with the requirements of
the Act. Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

Following is the summary of sexual harassment
complaints received and disposed off during the year
2025-26.

Number of complaints received during the year: 2
Number of complaints disposed off during the year: 2
Number of cases pending for more than ninety days: 0

20. Adequacy of Internal Financial Controls
with reference to the Financial
Statements

The Company has devised appropriate systems and
framework for adequate internal financial controls
with reference to financial statements commensurate
with the size, scale and complexity of its operations
including proper delegation of authority, policies and
procedures, effective IT systems aligned to business
requirements, risk based internal audit framework and
risk management framework.

The Audit Committee regularly reviews the internal
control system to ensure that it remains effective
and aligned with the business requirements. In case
weaknesses are identified as a result of the reviews, new
procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of
the Company’s internal control system. The Directors and
Management confirm that the Internal Financial Controls
(IFC) are adequate with respect to the operations of
the Company.

A report of the Auditors pursuant to Section 143(3) (i)
of the Companies Act, 2013 certifying the adequacy
of Internal Financial Controls is annexed with the
Auditors’ Report.

21. Board Meetings

During the financial year 2025-26, 6 meetings of the
Board of Directors were held as on May 15, 2025, July
03, 2025, August 12, 2025, November 12, 2025, January
23, 2026 and February 09, 2026.

22. Annual Evaluation of Board
Performance

Pursuant to the provisions of the Companies Act, 2013,
the performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the
Independent Directors in their meeting held on March
30, 2026 who also reviewed the performance of the
Board and Committee as whole.

The Nomination and Remuneration Committee has
defined the evaluation criteria, procedure for the
performance evaluation of the Board of Directors.

The Board’s functioning was evaluated on various
aspects, including inter alia degree of fulfillment of key
responsibilities, Board Structure and Composition,
effectiveness of Board process, information
and functioning.

The Directors were evaluated on aspects such as
attendance and contribution at Board / Committee
Meeting and guidance / support to the management
outside Board / Committee Meetings. In addition, the
Chairman was also evaluated on Key aspects of his
role, including setting the strategic agenda of the Board,
encouraging active engagement of all Board Members.
Evaluation of Independent Directors was done by the
entire Board.

23. Particulars of Loans, Guarantees and
Investments

The details of loans, guarantees and investments
covered under Section 186 of the Companies Act, 2013
are given in the notes to the financial statements.

24. Declaration of Independent Directors

The Independent Directors have submitted their
disclosures/ declarations to the Board that they fulfill
all the requirements as stipulated under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015, so as
to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act,
2013 and the relevant rules.

25. Directors’ Responsibility Statement

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
Accounting Standards have been followed;

(ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial
year and of the profit of the Company for the year
under review;

(iii) that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting

records in accordance with the Provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(iv) that the Directors have prepared the annual
accounts for the year ended March 31, 2026 on a
‘going concern’ basis;

(v) that the Directors have laid down internal financial
control and that such internal financial control are
adequate and are operating effectively, and;

(vi) that the Directors have devised a proper system
to ensure compliance with the Provisions of all
applicable laws and such system is adequate and
operating effectively.

26. Credit Rating

Bank Facilities

During the year under review, CRISIL reaffirmed the
Company’s Long-Term Rating at CRISIL A/Stable and
Short-Term Rating at CRISIL A1. Subsequently, CRISIL
revised the outlook on the Long-Term Rating from
‘CRISIL A/Stable’ to ‘CRISIL A/Positive’ while the Short¬
Term Rating was reaffirmed at CRISIL A1.

Further, India Ratings & Research upgraded the
Company’s Long-Term Rating for its Bank Loan Facilities
to IND A /Stable and affirmed the Short-Term Rating at
IND A1.

Fixed Deposits

CRISIL had revised the outlook on the Company’s Fixed
Deposit rating from ‘Stable’ to ‘Positive’ and reaffirmed it
at CRISIL A/Positive.

27. Annual Return

Pursuant to the amended provisions of Section 92(3) and
134(3)(a) of the Companies Act, 2013, the Annual Return
of the Company for Financial Year 2025-26 in Form
MGT-7 is available on the Company’s Website at www.
pngiewellers.com/investors#annual-reports.

28. Conservation of Energy and Technology
Absorption, Foreign Exchange Earnings
and Outgo

I. Conservation of Energy:

The operations of your Company are not energy
intensive. However, the Company remains
committed to making continuous efforts towards
conservation of energy across its stores and
office premises.

i. The steps taken or impact on
conservation of energy;

The Company has installed a 36 kWp solar
power plant at its Hadapsar branch location

to utilise renewable energy and reduce
its dependence on conventional sources
of electricity.

ii. The steps taken by the Company for
utilizing alternate sources of energy;

The solar power plant commenced generation
during the Financial Year 2025-26 and has
contributed towards meeting a portion of the
electricity requirements of the branch through
renewable energy.

During the period from January 2026 to March
2026, the solar plant generated 1,276 units of
electricity, resulting in an estimated benefit of
approximately Rs. 25,520, calculated at Rs. 20
per unit. The initiative reflects the Company’s
continued efforts towards adoption of
renewable energy, energy conservation and
reduction of its environmental footprint.

iii. The Capital Investment made energy
conservation equipment, if any;

The Company has incurred a capital
investment of Rs. 1,23,549/- towards the
upgradation of the solar power plant, with the
upgradation work completed in August 2025.

II. Technology Absorption, Adaptation and
Innovation:

The Company has not carried out any specific
research and development activities during the year.

III. Foreign Exchange Earnings and Outgo:

During the year under review, the Company’s
foreign exchange earnings in terms of actual inflows
amounted to Rs. 62.45 million (USD 7,35,600), while
there was no foreign exchange outgo in terms of
actual outflows during the year. Details of the
same have been disclosed in Note No. 45 of the
Standalone Financial Statements.

29. Auditors

a) Statutory Auditors

At the Annual General Meeting held on August
31, 2023, M/s. GDA & Associates, Chartered
Accountants (FRN No. 135780W) were appointed
as Statutory Auditors for a period of 5 years to
hold office till 15^th Annual General Meeting of
the Company.

The auditors have confirmed that they are not
disqualified from continuing as Auditors of
the Company.

b) Secretarial Auditor and Secretarial Audit
Report

At the Annual General Meeting held on August
18, 2025, M/s. A S Desai & Associates, Company
Secretaries, (UCN: S2017MH515700) were
appointed for a period of 5 years to carry out
Secretarial Audit under the provisions of Section
204 of the Companies Act, 2013. The Report of
Secretarial Auditor for the Financial Year 2025-26 is
annexed to this report as Annexure V.

c) Internal Auditors

In terms of provisions of Section 138 of the
Companies Act, 2013, Mr. Swapnil Botkar was
appointed as the Internal Auditor of the Company
for the financial year 2025-26.

The Board in its meeting held on May 14, 2026 has
appointed Mrs. Riya Shah as Internal Auditor for the
financial year 2026-27.

The reports of the Internal Auditor were placed
before the Audit Committee for its review.

d) Cost Auditors

As per the provisions of section 148 of the
Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014 as amended from time to
time, the Company is not required to maintain cost
records and conduct Cost Audit and appoint a
Cost Auditor.

30. Corporate Governance

Pursuant to Regulation 34 (3) read with Schedule V of
the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations,
2015, a Report on Corporate Governance together with a
certificate from, M/s. A S Desai & Associates, Company
Secretaries confirming compliance is annexed hereto as
Annexure VI-A and Annexure VI-B and forms part of
this Annual Report.

31. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year
ended March 31, 2026, on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued
thereunder, was obtained from M/s. A S Desai &
Associates, Company Secretaries, Secretarial Auditors
and was duly submitted to the stock exchanges within
the prescribed timelines.

Details of the Annual Secretarial Compliance Report are
available on the Company’s website www.pngiewellers.
com/investors#annual-reports.

32. Certificate on Non-disqualification of
Directors

The Company has obtained certificate from M/s. A S
Desai & Associates, Company Secretaries regarding
non-disqualification of Directors. The certificate is
annexed to this report as Annexure VII.

33. Secretarial Standards

The Directors state that applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to ‘Meetings of the Board
of Directors’ and ‘General Meeting’, respectively, have
been duly followed by the Company.

34. Other Disclosures/Reporting

Your Directors further state that during the year
under review:

a) there was no change in the nature of business;

b) no amount was transferred to General Reserve;

c) there were no significant / material orders passed
by the Regulators or Courts or Tribunals impacting
going concern status of your Company and its
operations in future;

d) there were no other material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year of the Company to which
these financial statements relate and the date of
this Report;

e) there are no qualifications, reservation or adverse
remark or disclaimer made by the Statutory
Auditors in their Report;

f) there are no qualifications, reservation or adverse
remark or disclaimer made by the Secretarial
Auditors in their Report;

g) t he Company has complied with the provisions of
Maternity Benefit Act, 1961.

35. Details of Difference between amount
of the valuation done at the time of one¬
time settlement or while taking the loan
from the banks or financial institutions

There were no instances where the Company required
the valuation for one time settlement or while taking the
loan from the Banks or Financial institutions.

36. Disclosure regarding corporate
insolvency resolution process initiated
/ pending under the Insolvency and
Bankruptcy Code, 2016 (IBC)

There are no proceedings initiated/pending against
the Company under the Insolvency and Bankruptcy
Code, 2016.

37. Details in respect of frauds reported by
Auditors under Section 143(12) other
than those which are reportable to the
Central Government

The Auditors of the Company have not reported any
fraud as specified in the second proviso of Section
143(12) of the Companies Act, 2013.

38. Business Responsibility and
Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (BRSR) is applicable to the Company for the
financial year under review. Accordingly, the BRSR forms
part of this Annual Report and is annexed herewith as
Annexure IX.

39. Personnel

Your Company continued to enjoy cordial relations with
its employees at all locations. Your Directors take this
opportunity to record their appreciation for the significant
outstanding contribution made by the employees at
all levels.

40. Acknowledgement

The Board of Directors places on record its sincere
appreciation for the continued support, trust, and
confidence reposed by the Company’s valued
customers, suppliers, artisans, karigars, business
partners, suppliers, bankers, financial institutions,
government, regulatory authorities, and shareholders.

The Board also acknowledges the consistent efforts,
commitment, and dedication of its employees at all
levels, which have contributed significantly to the
Company’s performance and growth during the year
under review.

Lastly, the Board conveys its heartfelt thanks to all other
stakeholders who have directly or indirectly contributed
to the success of the Company.

For and on behalf of the Board

Saurabh Gadgil Radhika Gadgil

Managing Director Whole-time Director

(DIN: 00616563) (DIN: 00490499)

Date: August 20, 2026
Place: Pune