P N Gadgil Jewellers Ltd

Rating Action

• CRISIL reaffirmed long-term ratings for PNGJL bank facilities and fixed deposits.

Instruments Rated

• Bank loan facilities Rs 600 crore (enhanced from Rs 400 crore); outlook Stable.
• Fixed deposits Rs 50 crore; rating Crisil A+/Stable.

Rating Agency

• Agency: CRISIL Ratings Limited.

Rationale

• Rationale not disclosed in the filing.

Material Changes

• Bank facilities increased to Rs 600 crore from Rs 400 crore.

AGM Details

• AGM held on 28 Sep 2026 at 3:00 PM IST via VC/OAVM; no physical meeting.
• Record date for voting: 21 Sep 2026.
• Total shareholders on record: 154,885.
• Attendees via VC: promoters 7, public 36.
• No proxy arrangements; meeting conducted via VC/OAVM.

Ordinary Resolutions

• Resolution 1: adopt standalone and consolidated financial statements.
• Resolution 2: re-appoint Whole-time Director on rotation.

Voting Outcomes

• Resolution 1 passed; no votes against; majority in favor.
• Resolution 2 passed; some invalid votes noted.

Directors / Changes

• No new director appointments; rotation-based re-appointment approved.

Auditors

• No auditor changes reported.

Dividend & RPTs

• Dividend: none proposed.
• No material related-party transactions disclosed.

AGM Details

• Date and time: Sep 28, 2026, 03:00 P.M. IST, via VC/OAVM.
• Duration: 03:00–04:15 IST, including 15 minutes for post-AGM e-voting.
• Remote e-voting: Sep 24–27, 2026, 09:00–17:00 IST.
• Cut-off date for voting eligibility: Sep 21, 2026.

Key Resolutions

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements for year ended March 31, 2026.
• Item 2 (Ordinary): Re-appoint Mrs. Radhika Gadgil as Whole-time Director.

Voting Results

• Voting results to be announced after the AGM.
• Auditor reports for FY2026 had no qualifications.

Director Changes

• Radhika Gadgil re-appointed as Whole-time Director.

P N Gadgil Jewellers Limited — Trading Window closed from October 01, 2026 upto 48 hours after the declaration of the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026

Resolutions

• Purpose: Postal ballot to approve PNG ESOP 2026 for Company and subsidiaries and re-appoint Independent Director.
• Item 1: Special Resolution to approve PNG ESOP 2026 for Company employees; cap 115,000 options; direct route.
• Item 2: Special Resolution to extend PNG ESOP 2026 to subsidiary employees; cap remains 115,000 options.
• Item 3: Special Resolution to re-appoint Dr Vaijayanti Pandit as Independent Director for 2027–2029.

Outcomes

• Item 1 outcome: Not disclosed in the filing.
• Item 2 outcome: Not disclosed in the filing.
• Item 3 outcome: Not disclosed in the filing.

Shareholder impact

• Aggregate ESOP pool: 1,15,000 options, about 0.078% of issued equity.
• Eligibility excludes promoters and certain directors per PNG ESOP 2026.
• No buy-back provision currently planned under ESOP.

Meeting Details

• Date: September 23, 2026; time not disclosed.
• Type/Mode: One-to-One meeting, virtual.
• Event: Analyst/ Institutional Investor Meet.

Participants

• Company officials/representatives to attend; specific roles not disclosed.

Purpose

• Purpose: Analyst/Institutional Investor Meet with ITI Mutual Fund; one-to-one investor interaction.

Additional Notes

• Recording/presentation: Not specified.

Deal overview

• Target: PNG Jewelers INC, a wholly owned PNGJL subsidiary engaged in US retail jewellery.
• US presence: Sunnyvale showroom; incorporated June 6, 2007.
• Industry: Retail jewellery; country: United States.
• Turnover: Rs 1,046.06 million (FY2026); net worth Rs 77.54 million.
• Gross profit Rs 290.02 million; EBITDA Rs 131.15 million.
• PAT Rs 84.82 million; PAT margin 8.11%.
• Related party: PNG Jewelers INC is related party; promoter-director Saurabh Gadgil sits on its board.
• Proposed consideration: Up to USD 6.5 million for fresh equity shares.
• Form of consideration: Cash and cash equivalents.
• Price per share: USD 3.4757; total up to USD 6.5 million.
• Timeline: Infusion to be completed on or before Sept 15, 2027.
• Ownership: PNGJL holds 100% equity in PNG Jewelers INC.
• Rationale: Funding US expansion; supports growth and general corporate purposes.
• Regulatory approvals: Not applicable.
• Background: PNG Jewelers INC is a US retail jeweller with Sunnyvale showroom; incorporated 2007.

Issuer

• Issuer: P N Gadgil Jewellers Ltd.

Instrument & Amount

• Instrument: Fixed Deposits; Amount: Rs 50 crore.

Rating Action

• CRISIL upgrades Fixed Deposits rating to A+/Stable from A/Positive.

Previous Rating

• Previous rating: CRISIL A/Positive.

Outlook

• Outlook: Stable.

Rationale

• Rationale not disclosed in excerpt.

Material Change

• Upgrade represents material change from A/Positive to A+/Stable.

Instruments/Facilities Rated

• Bank loan facilities rated: Rs 400 crore; Long-term rating: CRISIL A+/Stable.

Rating Action & Agency

• Agency: CRISIL Ratings Ltd.
• Action: Long-term rating upgraded to A+/Stable (from A/Positive).
• Outlook: Stable.

Rationale

• Rationale not disclosed in this filing.

Material Change

• Last rating upgraded from A/Positive to A+/Stable.

Issuer

• Issuer: P N Gadgil Jewellers Ltd.