P N Gadgil Jewellers Ltd

We extend a warm welcome to all our stakeholders and sincerely appreciate your trust and support. We look forward to your continued confidence as we strive for sustained growth and value creation in the years ahead.

1. Financial Results

(Rupees in Millions except EPS)

2. Overview of Financial Performance

Standalone Performance

For the financial year ended March 31, 2025, the Company recorded a total income of ? 76,603.90 million, as compared to ? 60,376.92 million in the previous financial year, reflecting a growth of 26.88%.

The Net Profit for the year under review stood at ? 2,148.78 million, marking an increase of 39.36% over the Net Profit of ? 1,541.87 million reported in the previous financial year.

Consolidated Performance

For the financial year ended March 31, 2025, the Company achieved a total income of ? 77,285.84 million, as against ? 61,192.07 million in the previous financial year, reflecting a growth of 26.30%.

The Net Profit for the year under review stood at ? 2,182.68 million, marking an increase of 40.68% over the Net Profit of ? 1,551.49 million recorded in the previous financial year.

3. Initial Public Offer and Listing

During the financial year 202425, the Company successfully launched its Initial Public Offer (IPO), of D 11,000.00 million. The offer comprised a fresh issue of D 8500.00 million and an offer for sale of D 2500.00 million.

The issue opened on September 10, 2024, and closed on September 12, 2024. Through the fresh issue, the Company raised D 8500.00 million by issuing 17,708,333 Equity Shares at an issue price of D 480 per share, which included a premium of ? 470 per share. The issue was oversubscribed 59.41 times.

4. Share Capital

During the year under review, the Company has not altered its Authorised Share Capital. The Authorised Share Capital of the Company is D 2,00,00,00,000 comprised of 20,00,00,000 Equity Shares of D 10 each.

During the year under review, the Company has issued 1,77,08,333 Equity Shares amounting to D 8500.00 million (including premium) by way of IPO. Accordingly, the Paidup Capital of the Company has increased from D 1,18,00,00,000 comprising of 11,80,00,000 Equity Shares to D 1,35,70,83,330 comprised of 13,57,08,333 Equity Shares of D 10 each.

Further, it is hereby declared that the Company has:

a. not issued equity shares with differential rights as to dividend, voting or otherwise;

b. not issued any sweat equity shares;

c. not issued employee stock option scheme/plan or exercised any option(s)there under; and

d. not provided money for purchase of its own shares by employees or by trustees for the benefit of employees.

5. Dividend

The Board of Directors of the Company were of the opinion that, it would be in the interest of the Company to retain earnings for future business requirements and business plans. Hence, it was decided to plough back the profits of the Company. Accordingly, your Company does not recommend dividend on Equity Shares for the financial year 202425. The Dividend Distribution Policy of the Company can be accessed at https://www.pngiewellers.com/pages/investors.

6. Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

7. Updates on Store Count

During the year under review, the Company has opened 17 new stores. The total number of stores stands at 53, having 41 Company Owned Company Operated (including 1 store in the US) and 12 Franchisee Owned Company Operated.

8. Subsidiary Companies, Associates and Joint Venture

As on the date of this report, the Company has the following subsidiaries:

of financial statements of all the subsidiaries of your Company forms part of the Annual Report in the prescribed Form AOC1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The statements are also available on the website of the Company www.pngiewellers.com/pages/investors.

9. Particulars of contracts or arrangements with Related Parties

The disclosure under Section 134(3)(h) of the Companies Act, 2013 in Form AOC2 is attached as Annexure II to this report.

10. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure III.

11. Investor Education and Protection Fund

During the year under review, no transfer was required to be made to the Investor Education and Protection Fund. Further, none of the following amounts were lying unpaid with the Company.

a. Application money received for allotment of any securities and due for refund.

b. Matured deposits.

c. Matured debentures.

d. Interest accrued on the amounts referred to in clauses (a) to (c);

12. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Parag Gadgil (DIN: 01536943), Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for reappointment as Director liable to retire by rotation.

Mr. Kiran Firodiya, Mr. Parag Gadgil & Mrs. Radhika Gadgil are proposed to be designated as Wholetime Directors, subject to approval by the members at the ensuing Annual General Meeting.

Mr. Ravindra Marathe has ceased to be the Independent Director of the Company w.e.f. April 04, 2025.

Mr. Purushottam Bedekar was appointed as an Additional Director (NonExecutive Independent) w.e.f July 03, 2025. It is proposed to appoint him as an Independent Director subject to approval of members at the ensuing Annual General Meeting.

Key Managerial Personnel(s):

During the year under review, Mrs. Hiranyamai Kulkarni ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. the closure of business hours of February 11, 2025 and Mr. Prakhar Gupta was appointed as the Company Secretary & Compliance Officer w.e.f February 12, 2025.

13. Details of Committees of the Board

At present, the Board has the following Six (6) Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Executive Committee.

During the year, the company has dissolved the IPO committee w.e.f October 05, 2024.

The Composition of the Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

14. Corporate Social Responsibility

The constitution, composition, terms of reference, role, powers, rights, obligations of Corporate Social Responsibility Committee (CSR Committee) are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee consists of the following Members as on March 31, 2025:

During the year under review, the Company has spent D 22.50 million on Corporate Social Responsibility as per the CSR policy of the Company.

The Annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure IV forming part of this Report.

The CSR Policy has been uploaded on the website of the Company. The policy is available at https://www. pngiewellers.com/pages/investors#policies.

15. Public Deposits

During the year under review, the Company had outstanding deposits from the public and its members falling within the ambit of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The details of the deposits are as below:

a. Accepted during the year: D 7.20 million

b. Remained unpaid or unclaimed at the end of the year: Nil

i. Deposits that have matured but not claimed: Nil

ii. Deposits that have matured and claimed but not paid: Nil

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i. At the beginning of the year: Nil

ii. Maximum during the year: Nil

iii. At the end of the year: Nil

There were no deposits not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

During the year, Mr. Saurabh Gadgil, Managing Director, received remuneration amounting to D 13.19 million from the subsidiary company.

17. Vigil Mechanism / Whistle Blower Policy

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

18. Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 which laid down the framework to identify, evaluate business risks and opportunities. The Company has vested powers to the Audit Committee to regulate risk identification, assessment, analysis and mitigation with the assistance of the Internal Auditor. The Company has procedures in place for informing the Board of Directors on risk assessment and management procedures. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. The management is however, of the view that none of the risks may threaten the existence of the Company as a risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

The Company has a Business Continuity Plan including Disaster Recovery scenario to minimize disruptions and potential impact on its employees, customers and business during any unforeseen adverse events or circumstances.

19. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company as required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has in place an AntiSexual Harassment Policy in line with the requirements of the Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following is the summary of sexual harassment complaints received and disposed off during the year 202425.

Number of complaints received during the year: 2 Number of complaints disposed off during the year: 2 Number of cases pending for more than ninety days: Nil

20. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework and risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

21. Board Meetings

During the year 202425, 7 meetings of the Board of Directors were held as on June 15, 2024, August 24, 2024, September 12, 2024, September 13, 2024, October 05, 2024, November 12, 2024 and February 12, 2025.

22. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors in their meeting held on March 29, 2025 who also reviewed the performance of the Board and Committee as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meeting and guidance / support to the management outside Board / Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board.

23. Particulars of Loans, Guarantees and Investments

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

24. Declaration of Independent Directors

The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of

the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate, and;

(vi) that the Directors have devised a proper system to ensure compliance with the Provisions of all applicable laws.

26. Credit Rating

During the year under review, the Company was rated A/ Stable by CRISIL for its LongTerm Loan Facilities and CRISIL A1 for its ShortTerm Loan Facilities. Further, CRISIL had assigned CRISIL A/ Stable for Fixed Deposits. In respect of Cash Credit Limit, India Ratings had assigned IND A/Positive/IND A1.

27. Annual Return

28. Conservation of Energy and Technology Absorption, Foreign Exchange Earnings and Outgo

I. Conservation of Energy:

The operations of your Company are not energy intensive. However, the Company makes its best efforts for conservation of energy in its stores and office premises.

II. Technology Absorption, Adaptation and Innovation:

The Company has not carried out any specific research and development activities during the year.

III. Foreign Exchange Earnings and Outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is disclosed in the financial statements.

29. Auditors

a) Statutory Auditors

At the Annual General Meeting held on August 31, 2023, M/s. GDA & Associates, Chartered Accountants (FRN No. 135780W) were appointed as Statutory Auditors for a period of 5 years to hold office till 15^th Annual General Meeting of the Company.

The auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

b) Secretarial Auditor and Secretarial Audit Report

The Board had appointed M/s. A S Desai & Associates, Company Secretaries, (UCN: S2017MH515700) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 202425. The Report of Secretarial Auditor is annexed to this report as Annexure V.

Further, the Board in its meeting held on May 15, 2025 has appointed M/s. A S Desai & Associates, Company Secretaries, as Secretarial Auditor for a period of 5 years i.e. financial year 202526 to 202930, subject to approval of Shareholders at the ensuing Annual General Meeting.

c) Internal Auditors

In terms of provisions of Section 138 of the Companies Act, 2013, Mrs. Riya Shah was appointed as the Internal Auditor of the Company for the financial year 202425. The Board in its meeting held on May 15, 2025 has appointed Mr. Swapnil Botkar as Internal Auditor for the financial year 202526.

The reports of the Internal Auditor are placed before the Audit Committee for its review.

d) Cost Auditors

As per the provisions of section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company is not required to maintain cost records and conduct Cost Audit and appoint a Cost Auditor.

30. Corporate Governance

Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Report on Corporate Governance together with a certificate from, M/s. A S Desai

& Associates, Company Secretaries confirming compliance is annexed hereto as Annexure VIA and Annexure VIB and forms part of this Annual Report.

31. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. A S Desai & Associates, Company Secretaries, Secretarial Auditors and was duly submitted to the stock exchanges within the prescribed timelines.

32. Certificate on Nondisqualification of Directors

The Company has obtained certificate from M/s. A S Desai & Associates, Company Secretaries regarding nondisqualification of Directors. The certificate is annexed to this report as Annexure VII.

33. Secretarial Standards

34. Other Disclosures/Reporting

Your Directors further state that during the year under review:

a) there was no change in the nature of business;

b) no amount was transferred to General Reserve;

c) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

d) there were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report;

e) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report;

f) there are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditors in their Report;

g) the Company has complied with the provisions of Maternity Benefit Act, 1961.

35. Details of Difference between amount of the valuation done at the time of onetime settlement or while taking the loan from the banks or financial institutions

There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

36. Disclosure regarding corporate insolvency resolution process initiated / pending under the Insolvency and Bankruptcy Code, 2016 (IBC)

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. Details in respect of frauds reported by Auditors under Section 143(12) other than those which are reportable to the Central Government

The Auditors of the Company have not reported any fraud as specified in the second proviso of Section 143(12) of the Companies Act, 2013.

38. Business Responsibility and Sustainability Report

In terms of SEBI Regulations, the Business Responsibility and Sustainability Report is not applicable to the Company during the year under review. Further, the Company has adopted a Business Responsibility and Sustainability Policy w.e.f. April 01,

2025 and the policy has been placed on the website of the Company at www.pngiewellers.com.

39. Personnel

Your Company continued to enjoy cordial relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

40. Acknowledgement

Lastly, the Board conveys its heartfelt thanks to all other stakeholders who have directly or indirectly contributed to the success of the Company.

For and on behalf of the Board

Saurabh Gadgil Parag Gadgil

Managing Director Executive Director

(DIN: 00616563) (DIN: 01536943)

Date: July 03, 2025 Place: Pune

AnnexureIII

Information as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

2. Details of percentage increase in the remuneration of each Executive Director, CFO and Company Secretary in the financial year 20242025 are as follows:

Mrs. Hiranyamai Kulkarni ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. February 11, 2025. Further, Mr. Prakhar Gupta was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. February 12, 2025 hence his % increase is not comparable.

3. The percentage increase in the median remuneration of employees in the financial year 20242025: 2.22%

4. The number of permanent employees on the rolls of the Company as on March 31, 2025: 2100

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than Managerial Personnel in Financial Year 20242025 was 11.39%. The increments given to employees are based on their potential, performance, and contribution, which are benchmarked against applicable Industry norms. Further, the average increase in the Managerial Remuneration is 10.67%.

6. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the Remuneration Policy, applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.

For and on behalf of the Board

Saurabh Gadgil Parag Gadgil

Managing Director Executive Director

(DIN: 00616563) (DIN: 01536943)