Key Quantitative Figures

  • ESOP Pool Size: 115,000 Employee Stock Options (each convertible to 1 equity share)
  • Share Capital Impact: Represents approximately 0.078% of current issued equity share capital of 14,72,02,585 shares
  • Director Fees: Dr. Vaijayanti Pandit received sitting fees of ₹0.13 million during FY 2025-26
  • Face Value: ₹10 per share

Dates and Timeline

  • Cut-off Date for Voting Eligibility: September 18, 2026 (Friday)
  • Remote E-Voting Commencement: September 22, 2026 (Tuesday) at 09:00 AM IST
  • Remote E-Voting Conclusion: October 21, 2026 (Wednesday) at 05:00 PM IST
  • Results Declaration: Within 2 working days after e-voting conclusion
  • Director Term: Dr. Vaijayanti Pandit's proposed term from March 14, 2027 to March 13, 2029

Parties Involved

  • Stock Exchanges: BSE Limited, National Stock Exchange of India Limited
  • Depositories: NSDL, CDSL
  • Scrutinizer: M/s. A S Desai & Associates (ACS No: 49566, COP: 18903)
  • RTA: Bigshare Services Private Limited
  • Key Personnel: Prakhar Gupta (Company Secretary & Compliance Officer)

Purpose and Rationale

Item 1 & 2 - PNG ESOP 2026: To implement an employee stock option plan to attract, retain and reward employees of the company and its subsidiaries, aligning employee interests with organizational objectives through share-based compensation.

Item 3 - Director Re-appointment: To continue the services of Dr. Vaijayanti Pandit as Independent Director based on her performance evaluation and contributions to the company.

ESOP Scheme Details

Eligible Employees: Permanent employees and directors of the company and its subsidiaries (excluding promoters, directors holding >10% shares, and independent directors)

Vesting Conditions: Minimum 1 year, maximum 4 years from grant date

Exercise Period: Up to 4 years from vesting date

Exercise Price: Equal to or less than market price one day prior to grant date, but not less than face value

Administration: By Nomination and Remuneration Committee

Accounting: Company will follow relevant accounting standards for share-based payments

Director Re-appointment Details

Current Term: March 14, 2024 to March 13, 2027

Proposed Term: March 14, 2027 to March 13, 2029 (2 years)

Age Consideration: Special approval required as she will attain 75 years during tenure (on January 12, 2028)

Qualifications: Ph.D. in Management Studies, Master's in Arts, Diploma in Journalism

Experience: Extensive experience in Auto, Energy & Textile sectors, held positions in FICCI, Indian Merchants' Chamber, Welingkar Institute

Current Directorships: 9 companies including Everest Kanto Cylinder, Tata Teleservices companies, Tata Motors Insurance Broking

Voting Process

  • Mode: Electronic only through NSDL e-voting platform
  • E-Voting Event Number: 143142
  • Inspection: Documents available electronically until voting conclusion
  • Helpdesk: NSDL (022-48867000, evoting@nsdl.com), CDSL (1800-21-09911, helpdesk.evoting@cdslindia.com)

Financial Impact

ESOP implementation may result in employee compensation cost based on fair value method, with impact disclosed in Directors' report.

Capital Structure Impact

Potential dilution of up to 0.078% of current share capital upon full exercise of all options.

Additional Information

  • Documents available on company website: www.pngjewellers.com
  • Physical shareholders requested to convert to demat form