Date and Type of Meeting

The voting was conducted via a Postal Ballot with remote e-voting. The process did not involve a physical meeting. The remote e-Voting period commenced on Tuesday, September 22, 2026, at 09:00 A.M. (IST) and concluded on Wednesday, October 21, 2026, at 05:00 P.M. (IST).

Summary of Proposed Resolutions

Three special resolutions were proposed for shareholder approval:

1. Item No. 1: Approval of the P N Gadgil Jewellers Limited Employees Stock Option Plan 2026 (PNG ESOP 2026) through the direct route for eligible employees of the Company.

2. Item No. 2: Approval of the P N Gadgil Jewellers Limited Employees Stock Option Plan 2026 (PNG ESOP 2026) through the direct route for eligible employees of the Subsidiary Company(ies).

3. Item No. 3: Re-appointment of Dr. Vaijayanti Pandit (DIN: 06742237) as an Independent Director of the Company.

The promoter/promoter group was not interested in any of the agendas.

Voting Process and Methods

The voting was conducted exclusively through a remote e-voting process facilitated by National Securities Depository Limited (NSDL) on its website https://evoting.nsdl.com. There was no physical polling or postal ballot (physical form) used. The cut-off date for determining eligibility to vote was Friday, September 18, 2026. The total number of shareholders on the record date was 154,961.

Key Voting Outcomes

Overall Participation

  • Total Number of Shares: 147,202,585
  • Total Votes Polled: 123,663,160 (Resolution 1 & 2) / 123,663,260 (Resolution 3)
  • Overall Voting Percentage: 84.0088% (Resolution 1 & 2) / 84.0089% (Resolution 3)

Resolution-wise Results

Resolution 1: ESOP for Company Employees

  • Result: Passed
  • Total Votes in Favor: 117,213,044 (94.7841% of votes polled)
  • Total Votes Against: 6,450,116 (5.2159% of votes polled)
  • Promoter & Promoter Group: 112,791,417 votes polled (99.9996% of their holding); 100% in favor.
  • Public Institutions: 10,829,194 votes polled (67.2318% of their holding); 4,386,339 in favor (40.5048%), 6,442,855 against (59.4952%).
  • Public Non-Institutions: 42,549 votes polled (0.2325% of their holding); 35,288 in favor (82.935%), 7,261 against (17.065%).

Resolution 2: ESOP for Subsidiary Employees

  • Result: Passed
  • Total Votes in Favor: 117,212,330 (94.7835% of votes polled)
  • Total Votes Against: 6,450,830 (5.2165% of votes polled)
  • Promoter & Promoter Group: 112,791,417 votes polled (99.9996% of their holding); 100% in favor.
  • Public Institutions: 10,829,194 votes polled (67.2318% of their holding); 4,386,339 in favor (40.5048%), 6,442,855 against (59.4952%).
  • Public Non-Institutions: 42,549 votes polled (0.2325% of their holding); 34,574 in favor (81.2569%), 7,975 against (18.7431%).

Resolution 3: Re-appointment of Independent Director

  • Result: Passed
  • Total Votes in Favor: 123,558,042 (99.9149% of votes polled)
  • Total Votes Against: 105,218 (0.0851% of votes polled)
  • Promoter & Promoter Group: 112,791,417 votes polled (99.9996% of their holding); 100% in favor.
  • Public Institutions: 10,829,194 votes polled (67.2318% of their holding); 10,728,512 in favor (99.0703%), 100,682 against (0.9297%).
  • Public Non-Institutions: 42,649 votes polled (0.233% of their holding); 38,113 in favor (89.3643%), 4,536 against (10.6357%).

Scrutinizer's Findings (Member Count)

The Scrutinizer's report provided a breakdown of the number of members voting:

  • Resolution 1: 291 members voted in favor (94.78% of votes); 61 members voted against (5.22% of votes).
  • Resolution 2: 288 members voted in favor (94.78% of votes); 64 members voted against (5.22% of votes).
  • Resolution 3: 313 members voted in favor (99.91% of votes); 40 members voted against (0.09% of votes).

There were no invalid votes reported for any resolution.

Scrutinizer's Role and Conclusion

M/s. AS Desai & Associates, Company Secretaries (UCN: S2017), were appointed as the Scrutinizer. They confirmed that the e-voting process was conducted on the NSDL platform from September 22 to October 21, 2026. The votes were unblocked on October 21, 2026, at 05:16 P.M. (IST) in the presence of two independent witnesses, Ms. Sa - hi Kalamkar and Mr. SamiksH. The Scrutinizer concluded that all three special resolutions were passed with the requisite majority.

Compliance with Laws and Regulations

The document confirms compliance with:

  • Section 108 and 110 of the Companies Act, 2013.
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The Notice for the Postal Ballot was dispatched via email on September 21, 2026, and a public advertisement was published in Business Standard (English), Tarun Bharat (Marathi), and Loksatta (Marathi) on September 22, 2026.