Key Decisions and Approvals

1. Employee Stock Option Plan 2026: The Board considered and approved the adoption of P N Gadgil Jewellers Limited Employee Stock Option Plan 2026 ("PNG ESOP 2026") for eligible employees of the Company and its subsidiary company(ies). The plan is subject to approval of Members of the Company and complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

  • Aggregate number of Stock Options: Not exceeding 1,15,000 Equity Shares of face value of ₹10 each
  • Exercise Price: Not less than face value and not exceeding prevailing Market Price as on date immediately preceding Grant Date
  • Vesting Period: Minimum 1 year between grant and vesting, with vesting no later than 4 years from Date of Grant
  • Exercise Period: Maximum 4 years from date of vesting
  • Administration: By Nomination and Remuneration Committee functioning as Compensation Committee

2. Reappointment of Independent Director: On recommendation of the Nomination and Remuneration Committee, the Board approved reappointment of Dr. Vaijayanti Pandit (DIN: 06742237) as an Independent Director for a second term of two consecutive years commencing from March 14, 2027 and ending on March 13, 2029. She will not be liable to retire by rotation, subject to approval of Members of the Company.

  • Dr. Pandit has experience in Auto, Energy & Textile companies and has held positions in FICCI, Indian Merchants' Chamber, Welingkar Institute of Management Development and Research, and Adfactors PR
  • She is not related to any Director of the Company and is not debarred from holding director office

3. Postal Ballot Notice: The Board approved the Postal Ballot Notice for seeking member approval for:

  • Approval of PNG ESOP 2026 for employees of the Company
  • Approval of PNG ESOP 2026 for eligible employees of subsidiary Company(ies)
  • Reappointment of Dr. Vaijayanti Pandit as Independent Director

4. Subsidiary Investment: The Board approved additional investment in PNG Jewelers INC, Wholly Owned Subsidiary (WOS) of P N Gadgil Jewellers Limited, by way of subscription to fresh equity shares for an aggregate consideration not exceeding USD 6,500,000 (USD Six Million Five Hundred Thousand) or its equivalent in Indian Rupees in one or more tranches on or before September 15, 2027.

  • Target Entity: PNG Jewelers INC (incorporated June 6, 2007)
  • Business: Retail Jewellery in United States of America
  • Current Shareholding: 100% by PNGJL
  • Financial Details (as of March 31, 2026):
  • Turnover: ₹1,046.06 Million
  • Net Worth: ₹77.54 Million
  • Gross Profit: ₹290.02 Million (Margin: 27.72%)
  • EBITDA: ₹131.15 Million (Margin: 12.54%)
  • PAT: ₹84.82 Million (Margin: 8.11%)
  • Share Capital: 10,000,000 authorized Equity Shares; 5,056,000 issued, subscribed and fully paid-up Equity Shares
  • Acquisition Price: USD 3.4757 per share as per valuation report
  • Transaction Type: Related party transaction (Mr. Saurabh Gadgil, Promoter of PNGJL, is also a Director of PNG Jewelers INC)
  • Transaction Basis: Arm's length
  • Approvals Required: Not Applicable

Meeting Details

The Board meeting commenced at 12:35 PM and concluded at 02:50 PM on September 19, 2026.