P N Gadgil Jewellers Limited passed both ordinary resolutions proposed at its 13th Annual General Meeting held on September 28, 2026, with overwhelming shareholder support. The company adopted its FY26 financial statements and re-appointed Radhika Gadgil as Whole-time Director, securing 99.99% of valid votes in favour for each item.

The meeting was conducted through Video Conferencing and Other Audio-Visual Means (VC/OAVM) in compliance with Ministry of Corporate Affairs and SEBI guidelines. Dr. Saurabh Gadgil, Chairman and Managing Director, chaired the session from the registered office in Pune. The results were subsequently filed with stock exchanges pursuant to Regulation 44(3) of SEBI Listing Regulations.

Key resolutions passed

Members approved two ordinary resolutions during the e-voting process. The statutory auditors' report and secretarial auditors' report contained no qualifications or adverse remarks for the period under review.

Radhika Gadgil retired by rotation and was re-appointed following her eligibility confirmation. The resolution regarding her re-appointment received 12,18,76,144 votes in favour against 547 votes against.

Voting and attendance details

The company facilitated remote e-voting from September 24, 2026, to September 27, 2026. Additionally, members attending the meeting virtually who had not voted earlier could cast their votes during the session. A total of 1,54,885 shareholders were on record as of the cut-off date.

Key directors present included:

• Dr. Saurabh Gadgil: Chairman & Managing Director
• Radhika Gadgil: Whole-time Director
• Parag Gadgil: Whole-time Director
• Aditya Gadgil: Non-Executive Non-Independent Director
• Susmit Ranade: Independent Director and Audit Committee Chairman

The meeting commenced at 3:00 pm and concluded at 4:15 pm, including a 15-minute window for final e-voting. Votes were unblocked at 4:33 pm in the presence of witnesses.

Scrutinizer's report details

M/s. A S Desai & Associates, Company Secretaries, served as the Scrutinizer for the voting process. The report confirmed that all electronic data was scrutinized based on reports generated from the NSDL e-voting system.

For Resolution 1 (Financial Statements), 12,18,76,342 votes were cast in favour by 160 members, while 349 votes were cast against by 8 members. No invalid votes were recorded for this resolution.

For Resolution 2 (Director Re-appointment), 12,18,76,144 votes were cast in favour by 152 members, while 547 votes were cast against by 16 members. One member cast 250 invalid votes, which were separately disclosed and excluded from the valid vote count.

P N Gadgil Jewellers issued a postal ballot notice on September 21, 2026, seeking shareholder approval for its Employee Stock Option Plan 2026 and the reappointment of Dr. Vajayanti Pandit as an independent director. Remote e-voting commences on September 22, 2026, and concludes on October 21, 2026.

The board had previously approved a capital infusion of up to $6.5 million into its US subsidiary, PNG Jewelers Inc, on September 19, 2026. The funds will support business expansion in the United States.

Postal Ballot Details

The company is seeking approval via special resolution for three matters:

• Approval of the P N Gadgil Jewellers Limited Employee Stock Option Plan 2026 (PNG ESOP 2026) for eligible employees of the company.
• Approval of PNG ESOP 2026 for eligible employees of subsidiary companies.
• Reappointment of Dr. Vajayanti Pandit as an independent director.

Shareholders whose names appear in the register of members as on September 18, 2026, are eligible to vote. The e-voting facility is provided by National Securities Depository Limited (NSDL).

ESOP Plan Structure

The PNG ESOP 2026 allows for the grant of up to 1,15,000 equity shares to eligible employees and directors, excluding promoters and those holding more than 10% of outstanding shares. Options will vest within four years of grant. The aggregate pool represents approximately 0.078% of the issued equity share capital.

The plan will be implemented through a direct route with a cash mechanism. Shares issued upon exercise of options will be freely transferable without lock-in restrictions.

Board Reappointment

Dr. Vajayanti Pandit’s reappointment is for a second term from March 14, 2027, to March 13, 2029. She brings experience in auto, energy, and textile sectors. The resolution also seeks approval for her continuation as an independent director notwithstanding that she will attain the age of 75 years during her tenure on January 12, 2028.

US Subsidiary Investment Details

The company will subscribe to fresh equity shares in PNG Jewelers Inc at a price of $3.4757 per share. The investment will be made in one or more tranches by September 15, 2027. PNG Jewelers Inc operates a retail showroom in Sunnyvale, California.

Financial performance of the US subsidiary as on March 31, 2026:

Turnover grew from ₹744.24 million in FY25 to ₹1,046.06 million in FY26.