PNGS Reva Diamond Jewellery Limited received a disclosure from its promoter, Govind Vishwanath Gadgil, on May 14, 2026, pursuant to Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was filed with both BSE Limited and the National Stock Exchange of India Limited, informing the exchanges of a fresh acquisition of equity shares through the open market.

Acquisition Details

Govind Vishwanath Gadgil acquired 1,62,000 equity shares of PNGS Reva Diamond Jewellery Limited from the open market on May 14, 2026. The acquisition represents 0.51% of the total share capital and voting capital of the company. The table below summarises the key details of the transaction:

Shareholding Before and After Acquisition

The acquisition resulted in a notable increase in the promoter's stake in the company. The following table presents the change in shareholding:

No shares were reported as encumbered, and there were no warrants, convertible securities, or other instruments entitling the acquirer to receive additional shares carrying voting rights, either before or after the acquisition.

Persons Acting in Concert

The disclosure also identifies the following individuals as Persons Acting in Concert (PAC) with the acquirer:

• Renu Gadgil
• Anjali Gadgil
• Rohini Kalkundrikar
• Satyajit Gadgil
• Parikshit Gadgil

Company Capital Structure

The equity share capital of PNGS Reva Diamond Jewellery Limited remains unchanged following the transaction. The company's capital structure is as follows:

The disclosure was submitted by Company Secretary and Compliance Officer Kirti Vaidya on behalf of PNGS Reva Diamond Jewellery Limited (formerly known as Gadgil Metals & Commodities), and duly signed by Govind Vishwanath Gadgil from Pune.

PNGS Reva Diamond Jewellery Limited announced its audited financial results for the quarter and year ended March 31, 2026, at a Board of Directors meeting held on May 11, 2026. The statutory auditors, MSKA & Associates LLP (formerly known as M S K A & Associates), issued an unmodified audit opinion on the results. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company submitted an Investor Presentation for the quarter and year ended March 31, 2026, to the stock exchanges on the same date. The company also held an earnings call with identified investors and analysts on May 11, 2026, at 4:00 p.m. IST; the outcome, audio recording, and transcript of the call are available on the company's website at https://revabypng.com/investor-analyst-call . In compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, copies of the audited financial results were subsequently published in the newspapers — Financial Express and Loksatta — on May 12, 2026.

Strong Revenue and Profit Growth in FY26

The company delivered a significant improvement in financial performance for the full year ended March 31, 2026. Revenue from operations reached INR 4,390.28 million, compared to INR 644.70 million in the year ended March 31, 2025. Total income for FY26 stood at INR 4,410.63 million versus INR 646.02 million in FY25. Profit after tax for FY26 was INR 646.55 million, against INR 65.85 million in FY25. Basic and diluted earnings per share (not annualized for quarters) for FY26 were Rs. 28.41, compared to Rs. 3.17 in FY25. For FY26, the company paid income tax aggregating to ₹217.50 million up to May 11, 2026.

The following table summarizes the key financial metrics for the year and the most recent quarter:

EBITDA and Gross Profit Performance

The investor presentation provides additional profitability metrics highlighting the company's operational efficiency. On a year-on-year basis, Q4 EBITDA came in at INR 306 million versus INR 81 million in the same quarter of the previous year, with the EBITDA margin expanding to 22% from 14%. For the full year FY26, EBITDA stood at INR 950 million, with an EBITDA margin of 22%. Gross profit for Q4 FY26 was INR 383 million versus INR 130 million in Q4 FY25, representing a 195% year-on-year increase, while gross margin improved to 28% from 22%. PAT margin for Q4 FY26 stood at 16% compared to 8% in Q4 FY25, and for the full year FY26, PAT margin was 15%.

Revenue Breakdown by Product Segment

Management provided a segment-level breakdown of revenue from operations. Diamond studded jewellery including precious stones contributed INR 3,821.01 million for FY26 and INR 1,137.45 million for the quarter ended March 31, 2026. Gold sales, which are incidental to the company's core business and arise from the disposal of excess gold received from customers as part consideration for diamond jewellery purchases, contributed INR 569.27 million for FY26 and INR 243.81 million for the quarter.

The company clarified that it does not engage in gold bullion or commodity trading, and gold sales represent only the excess gold remaining after consumption for manufacturing new jewellery. During the earnings call, management noted that the product mix by jewellery type is led by rings at approximately 28% of total sales, followed by studded mangalsutra, pendants, and diamond pendants at 25%–27%, earrings at 15%–17%, necklaces at approximately 10%, and bangle bracelets at 5%–6% each. Lower ticket-size items (INR 15,000–INR 1.5 lakhs) account for approximately 60%–70% of total sales, medium-range items for approximately 20%–25%, and higher-priced items for approximately 10%–12%.

Balance Sheet and Cash Flow Highlights

As at March 31, 2026, total assets stood at INR 7,153.87 million compared to INR 2,268.35 million as at March 31, 2025. Total equity increased to INR 5,152.00 million from INR 1,001.91 million. Inventories grew to INR 3,355.54 million from INR 1,794.17 million, while cash and cash equivalents at year-end were INR 1,142.17 million versus INR 390.20 million in the prior year. Current borrowings stood at INR 1,658.84 million as at March 31, 2026. For the year ended March 31, 2026, net cash used in operating activities was INR (1,048.26) million, net cash used in investing activities was INR (2,468.34) million, and net cash generated from financing activities was INR 4,268.57 million, resulting in a net increase in cash and cash equivalents of INR 751.97 million.

The balance sheet composition as presented in the investor presentation is summarized below:

IPO Proceeds and Store Expansion

The company completed its Initial Public Offer (IPO) of 98,32,000 equity shares of face value of Rs. 10 each at an issue price of Rs. 386 per share (including a share premium of Rs. 376 per share) as a fresh issue. The equity shares were listed on NSE and BSE on March 04, 2026. Net proceeds from the IPO amounted to Rs. 3,491.24 million (net of IPO expenses of Rs. 303.91 million). As at March 31, 2026, INR 226.83 million of the net proceeds had been utilised, with INR 3,264.41 million remaining unutilised and temporarily retained in fixed deposits, monitoring account, and escrow account.

The utilisation of IPO proceeds is detailed below:

As on May 11, 2026, the company operates 34 Shop-in-Shop (SIS) stores with P. N. Gadgil & Sons Limited and 2 exclusive brand stores (EBOs), for a total of 36 stores across three states — Gujarat, Maharashtra, and Karnataka — spanning 25 cities. Management confirmed that out of the 15 planned new EBOs to be funded through IPO proceeds, one has already been established, with the remaining 14 planned across India over a 24-month period. Approximately 6 to 7 new stores are planned for the current financial year, of which approximately 5 will be within Maharashtra and 2 outside the state, with a broader ratio of 60% within Maharashtra and 40% outside.

Earnings Call: Operational and Strategic Highlights

During the Q4 and FY26 earnings conference call held on May 11, 2026, Whole-Time Director and CEO Mr. Amit Modak shared key operational metrics and strategic commentary. The company's average order value grew 41% year-on-year, rising from INR 85,000 in FY25 to INR 1,20,000 in FY26. Inventory turns for FY26 stood at 1.31 times. Same-store sales growth (SSG) for the 30 SIS stores that were operational at the start of FY26 was approximately 40%, generating a top-line of approximately INR 313 crores from those stores during the year. Management indicated an SSG expectation of 25%–30% going forward, with higher outcomes possible if gold prices rise significantly.

On EBO store economics, management outlined the following per-store model:

Management noted that the SIS commission structure is approximately 4% of sales on a blended basis, with different rates applicable to diamond and making charges, and no commission payable on gold sales. On the question of lab-grown diamonds, management stated that natural diamonds carry resale and inheritance value, and that the company's buyback policy — offering up to 90% of diamond price on buyback and 100% diamond value on exchange — reinforces the positioning of natural diamond jewellery as a store of value. Management also confirmed that gross margins may improve over time as brand value is progressively loaded into diamond pricing, noting that the industry typically operates at gross margins of 30%–42%, while the company currently prices diamonds without a brand premium. On capital allocation, management indicated no plans for equity dilution in the near term, citing existing unutilised sanctioned credit limits of approximately INR 150–200 crores and internal accruals of approximately INR 64 crores added during the year.

Secretarial Auditor Appointment

The Board also approved the appointment of Ms. Ruchi Bhave, Practicing Company Secretary, as Secretarial Auditor of the company pursuant to Regulation 24A of SEBI LODR Regulations, 2015. Her term will run for five years from FY 2026-27 to FY 2030-31, subject to approval of members at the ensuing Annual General Meeting. Ms. Ruchi Bhave is a Fellow Member of the Institute of Company Secretaries of India with more than seven years of post-qualification experience in the corporate secretarial field, including expertise in secretarial audits of listed and unlisted entities and Depository Participants Audits.

Source: None/Company/INE1RDG01013/dd5c4ddf-ef22-4bf9-8ca7-3ad6c915fc3e.pdf