Directors Report of P N Gadgil Jewellers Ltd.

Mar 31, 2025

The Board of Directors takes great pleasure in presenting the 12^th Annual Report of the Company, along with the Audited
Financial Statements for the financial year ended March 31, 2025.

This year marks a significant milestone as it is the first Annual Report following the successful Initial Public Offer (IPO) and
the listing of the Company’s shares on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

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

Particulars	Standalone		Consolidated
	2024-25 J	2023-24	2024-25 J	2023-24
Revenue from Operations	76,305.49	60,319.97	76,934.68	61,120.22
Other Income	298.41	56.95	351.16	71.85
Total Income	76,603.90	60,376.92	77,285.84	61,192.07
Total Expenses	73,708.65	58,292.62	74,354.79	59,097.66
Profit / Loss before Tax, Prior Period Expenses	2,895.25	2,084.30	2,931.05	2,094.41
Provision for Tax:
Current Tax	740.40	531.09	742.29	531.58
Deferred Tax	6.07	11.34	6.08	11.34
Profit After Tax / Net Profit	2,148.78	1,541.87	2,182.68	1,551.49
Other comprehensive income for the year, net of tax	(3.80)	(1.79)	(3.80)	(1.79)
Total Comprehensive Income	2,144.98	1,540.08	2,178.88	1,549.70
Earnings Per Share (EPS)
Basic	16.83	21.56	17.10	21.70
Diluted	16.83	13.07	17.10	13.15

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 2024-25, 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.

Following the successful IPO, the Company’s equity
shares were listed on the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) on
September 17, 2024.

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 Paid-up 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 2024-25. 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:

Sr. No	Entity Name	Relationship
1.	Gadgil Diamonds Private Limited	Wholly Owned Subsidiary
2.	PNG Jewelers INC	Wholly Owned Subsidiary

A separate statement containing the salient features
of financial statements of all the subsidiaries of your
Company forms part of the Annual Report in the
prescribed Form AOC-1 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

During the year under review, the Company has entered
into Related Party Transactions on an arm’s length
basis and were in the ordinary course of business.

The disclosure under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 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
re-appointment as Director liable to retire by rotation.

Mr. Kiran Firodiya, Mr. Parag Gadgil & Mrs. Radhika
Gadgil are proposed to be designated as Whole-time
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 (Non-Executive 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:

Name	Designation	Executive/ Non-Executive/ Independent
Mr. Saurabh Gadgil	Chairman	Managing Director
Mr. Kiran Firodiya	Member	Executive Director
Mrs. Vaijayanti	Member	Independent
Pandit		Director

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.

16. Policy on Directors’ appointment and
remuneration

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 Company has a Vigil Mechanism/ Whistle Blower
Policy (‘Vigil Mechanism’) in place. The Vigil Mechanism
is a system for providing a tool to the Directors and
Employees of the Company to report violation of
personnel policies of the Company, unethical behavior,
suspected or actual fraud, violation of code of conduct.
The Company is committed to provide requisite
safeguards for the protection of the persons who raise
such concerns from reprisals or victimization.

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.

Details of the Vigil Mechanism are available on the
Company’s website https://www.pngiewellers.com/
investors#policies.

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 Anti-Sexual 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
2024-25.

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.

Further, the Board annually reviews the effectiveness
of the Company’s internal control system. The
Directors and Management confirm that the Internal
Financial Controls (IFC) are adequate with respect to
the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i)
of the Companies Act, 2013 certifying the adequacy
of Internal Financial Controls is annexed with the
Auditors’ Report.

21. Board Meetings

During the year 2024-25, 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
Non-Independent 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 Board’s functioning was evaluated on various
aspects, including inter alia degree of fulfillment of key
responsibilities, Board Structure and Composition,
effectiveness of Board process, information
and functioning.

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.

25. Directors’ Responsibility Statement

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;

(iv) that the Directors have prepared the annual
accounts for the year ended March 31, 2025 on a
‘going concern’ basis;

(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 Long-Term Loan Facilities
and CRISIL A1 for its Short-Term 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

Pursuant to the amended provisions of Section 92(3)
and 134(3)(a) of the Companies Act, 2013, the Annual
Return of the Company for Financial Year 2024-25 in
Form MGT-7 is available on the Company’s Website at
www.pngiewellers.com/investors#annual-reports.

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 2024¬
25. 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 2025-26 to
2029-30, 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 2024-25. The Board in its
meeting held on May 15, 2025 has appointed
Mr. Swapnil Botkar as Internal Auditor for the
financial year 2025-26.

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 VI-A and
Annexure VI-B 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 Non-disqualification of
Directors

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

33. Secretarial Standards

The Directors state that applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General Meeting’,
respectively, have been duly followed by the Company.

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
one-time 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

The Board of Directors places on record its sincere
appreciation for the continued support, trust, and
confidence reposed by the Company’s valued
customers, suppliers, artisans, karigars, business
partners, suppliers, bankers, financial institutions,
government, regulatory authorities, and shareholders.

The Board also acknowledges the consistent efforts,
commitment, and dedication of its employees at all
levels, which have contributed significantly to the
Company’s performance and growth during the year
under review.

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

---

Mar 31, 2024

Your Directors have pleasure in presenting the 11™ ANNUAL REPORT of the Company together with
the Audited Financial Statement(s) of the Company for the year ended March 31, 2024.

1. Financial Results:

(Rupees in Millions)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	60,319.97	43,981.08	61,120.22	45,072.59
Other Income	66.69	56.31	81.59	517.92
Total Income	60,386.66	44,037.39	61,201.81	45,590.51
Total Expenses	58,302.36	43,243.53	59,107.40	44,412.24
Profit / Loss before Tax, Prior Period Expenses	2,084.30	793.86	2,094.41	1,178.27
Provision for Tax:
Current Tax	531.09	235.19	531.58	235.19
Deferred Tax	11.34	5.77	11.34	7.99
Profit After Tax / Net Profit	1,541.87	552.90	1,551.49	935.09
Other comprehensive income for the year, net of tax	(1.79)	(0.07)	(1.79)	(0.07)
Total Comprehensive Income	1,540.08	552.83	1549.70	935.02
Earnings Per Share (EPS) (At actual) Basic Diluted	21.56 13.07	10.02 4.69	21.70 13.15	16.94 7.92

2. Overview of Financial Performance
Standalone Performance

The standalone revenue and other income for the year ended March 31, 2024 amounted to Rs.
60,386.66 million as against Rs. 44,037.39 million in the previous financial Year. The Net
Profit for the year under review was Rs. 1,541.87 million as against Rs. 552.90 million in the
previous financial year.

Consolidated Performance

The consolidated revenue and other income for the year ended March 31, 2024 was Rs.
61,201.81 million as against Rs. 45,590.51 million in the previous financial year. The
Company has recorded Net Profit of Rs. 1,551.49 million as against Net Profit of Rs. 935.09
million in the previous financial year.

3. Share Capital

During the year, the Company had increased its Authorized Capital from Rs. 1,25,00,00,000 to
Rs. 2,00,00,00,000 by increasing 7,50,00,000 Equity Shares of Rs. 10 each. Further, the
Authorized Preference Share Capital of Rs. 65,00,00,000 was reclassified into Authorized
Equity Share Capital.

Accordingly, as on March 31, 2024, the Authorized Share Capital was Rs. 2,00,00,00,000/-
divided into 20,00,00,000 Equity Shares of Rs. 10/- each. The Paid-Up Share Capital was Rs.
1,18,00,00,000/- divided into 11,80,00,000 Equity Shares of Rs.10/- each.

During the year, the Company has converted its 6,28,00,000 8.00% Compulsory Convertible
Non-Participating Preference Shares of Rs. 10 each into 6,28,00,000 Equity Shares of Rs. 10
each.

Further, in case of the event-based disclosures, 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.

4. 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. Hence, your Company does not
recommend dividend on Equity Shares for the financial year 2023-24.

5. Updates

As on March 31, 2024, the Company had total 36 stores. During the year under review, the
Company has opened 6 new stores & discontinued 4 stores.

Further, the Company has also applied for listing its Equity Shares on the stock exchange(s)
and plans to expand its business by opening 12 new stores with the IPO proceeds and
repayment or pre-payment, in full or part, of certain borrowings availed by the Company.

6. Recognitions and Awards:

During the period under review, your Company has received the following awards and
recognitions.

s. No.	Award and Recognitions	Association Name
1.	Iconic Retailer of West India Award 2023	JewelBuzz
2.	Brands Of Maharashtra - Maha Brands Award 2022	Sakai Media

3.	Industry Legend Award to PNG Jewellers	GJEPC India
4.	Social Media Contest of the Year 2023	Retail Jeweller India Awards 2023
5.	The Coolest Store Award 2023 - West Boutique Format	The Couture Show Delhi
6.	Award for Being Inspiring Leader of Indian Jewellery Retail	GJC India
7.	In Recognition & Sincere Appreciation trophy to PNG for being with us during our journey of 20 years	MCX Mumbai
8.	MD & CEO Awards 2024 - Excellence In Leadership	Retail Jeweller India Awards 2024
9.	Corporate Jewellery Show Awards	Jewel Trendz
10.	India''s Best Workplaces In Retail 2024 Award	Retail Association of India

7. Subsidiary Companies and Joint Venture

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

S. No	Entity Name	Nature
1.	Gadgil Diamonds Private Limited (GDPL)	Wholly Owned Subsidiary
2.	PNG Jewelers INC	Wholly Owned Subsidiary

During the year, PNG Jewellers LLC, Dubai and P N Gadgil Jewellers DMCC, Dubai have
been closed/liquidated and accordingly cease to be the joint venture/ subsidiary of the
Company.

A separate statement containing the salient features of financial statements of all the
subsidiaries of your Company forms part of Annual Report in the prescribed Form AOC-1 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 the 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 Company will provide a copy of Annual Report and other documents of its subsidiary
companies on the request made by any member, investor of the Company/ Subsidiary
Companies. The Financial Statements of the Subsidiary Companies have been kept for
inspection by any Member at the Registered Office of the Company. The statements are also
available on the website of the Company www.pngjewellers.com

8. Particulars of contracts or arrangements with Related Parties

During the year under review, the Company has entered into Related Party Transactions entered on
an arm’s length basis and were in the ordinary course of business.

The disclosure under Sec 134(3)(h) of the Companies Act in Form AOC-2 is attached as Annexure
II to this report.

9. Transfer of Unpaid/ Unclaimed Dividend and Shares thereof to IEPF

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

a. Application moneys 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 (d);

10. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Radhika Gadgil and Mr. Kiran Firodiya, Executive Director(s) of the
Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer
themselves, for re-appointment as Director liable to retire by rotation.

During the year under review there were following changes in the Directors:

1. Mr. Yashwant Ramchandra Gaikwad was appointed as an Independent Director for period of
5 years effective from April 21, 2023.

2. Ms. Shaswati Vaishnav was appointed as an Independent Director for period of 5 years
effective from January 10, 2024.

3. Mr. Ravindra Marathe was appointed as an Independent Director for period of 5 years
effective from January 10, 2024.

4. Dr. Vaijayanti Pandit was appointed as an Independent Director for period of 5 years effective
from March 14, 2024.

5. Mr. Saurabh Gadgil was re-appointed as Managing Director of the Company w.e.f. March 1 8,
2024 for a period of 5 years.

6. Mr. Aditya Gadgil and Mrs. Anjali Gadgil ceased to be Directors of the Company due to
resignation w.e.f January 10, 2024 respectively.

7. Mr. Mohanish Rajiwade ceased to be Independent Director of the Company due to resignation
w.e.f March 14, 2024.

Key Managerial Personnel(s):

During the year 2023-24, the Company had appointed Mr. Kiran Firodiya as the Chief
Financial Officer and Mrs. Hiranyamai Kulkarni as the Company Secretary & Compliance
Officer of the Company w.e.f. May 09, 2023.

Receipt of Commission by Managing Director / Whole Time Director:

In accordance with Section 197(14) of the Companies Act, 2013 it is hereby declared that Mr.
Saurabh V. Gadgil, Managing Director, is entitled to receive sales commission at 0.25% of
sales turnover and had received an amount of Rs. 7.05 Crores

Further, Mr. Saurabh Gadgil, Managing Director, Mr. Parag Y. Gadgil, Mrs. Radhika Gadgil
and Mr. Kiran Firodiya Executive Directors of the Company have not received any
Commission from the Company; from PNG Jewelers INC, Gadgil Diamonds Private Limited
Wholly Owned Subsidiaries of the Company. Further, the Company do not have a Holding
Company.

11. Details of Committees of the Board

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

i. Audit Committee,

ii. Nomination and Remuneration Committee,

iii. Stakeholders’ Relationship Committee and

iv. Corporate Social Responsibility Committee.

v. Risk Management Committee.

vi. IPO Committee

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

12. Corporate Social Responsibility Committee

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 31.2024:

Name	Designation	Executive/ Non-Executive/ Independent
Mr. Saurabh Gadgil	Chairman	Managing Director
Mr. Kiran Firodiya	Member	Executive Director
Ms. Vaijayanti Pandit	Member	Independent Director

13. Expenses for Corporate Social Responsibility

During the year under review, the Company has spent Rs. 110.00 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 III 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.eom/policies#csr-policv

14. Deposits

During the year under review the Company has accepted deposit 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: INR 5.1 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: Nil

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

15. Policy on Directors’ appointment and remuneration

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 received remuneration amounting to INR 1 8.09 millions
of from PNG Jewelers INC, a subsidiary of the Company.

16. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism’) in
place. The Vigil Mechanism is a system for providing a tool to the employees of the Company
to report violation of personnel policies of the Company, unethical behavior, suspected or
actual fraud, violation of code of conduct. The Company is committed to provide requisite
safeguards for the protection of the persons who raise such concerns from reprisals or
victimization.

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.

Details of the Vigil Mechanism are available on the Company’s website
https://www.pngiewellers.eom/investors#policies

17. 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 the 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 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.

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

The Company as required under the provisions of Section 22 and 28 of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has in place an
Anti-Sexual 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 2023-24.

No of complaints received: Nil.

No of complaints disposed off: Not Applicable.

19. 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.

Further, the Board annually reviews the effectiveness of the Company’s internal control system. The
Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with
respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed with the Auditors’ Report.

20. Number of Board Meetings

During the year 2023-24, 14 meetings of Board of Directors were held as on April 21, 2023, May
09, 2023, June 05, 2023, June 15, 2023, August 05, 2023, August 18, 2023, September 08, 2023,
October 16, 2023, December 06, 2023, January 10, 2024, February 07, 2024, March 14, 2024,
March 18, 2024 and March 26, 2024.

21. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors in their meeting
held on December 06, 2023 who also reviewed the performance of the Board as whole.

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

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment
of key responsibilities, Board Structure and Composition, effectiveness of Board process,
information and functioning.

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.

22. Particulars of Loans, Guarantees and Investments

There are no loans, Guarantees and Investments made by the Company during financial year
2023-24.

23. Declaration of Independent Directors

The Independent Directors have submitted their disclosures/ declarations to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and the relevant rules.

24. Directors Responsibility Statement

The Board of Directors of the Company confirm:

(I) that in the preparation of the annual accounts for the year ended March 31, 2024 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;

(iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a
‘going concern’ basis;

(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 proper system to ensure compliance with the Provisions of all
applicable laws.

25. Credit Rating

The Company was rated A-/ Stable by CRISIL during the financial year 2023-24.

26. Annual Return

Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company for Financial Year 2023-24 in Form MGT-7 is available on the
Company’s Website at www.pngiewellers.com/investors#annual-reports .

27. 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.
Accordingly, the information related to technology absorption, adaptation and innovation is
reported to be nil.

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.

28. Auditors

a) Statutory Auditors

At the Annual General Meeting held on August 31, 2023, 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 A.S. Desai & Associates, Practicing Company Secretaries, (M. No.
49566, COP No. 18903) to carry out Secretarial Audit under the provisions of Section 204 of the
Companies Act, 2013 for the Financial Year 2023-24. The Report of Secretarial Auditor is annexed
to this report as Annexure IV.

The Board in its meeting held on August 24, 2024 had appointed A.S. Desai & Associates,
Practicing Company Secretaries, (M. No. 49566, COP No. 18903) as Secretarial Auditor for the
Financial Year 2024-25.

c) Internal Auditors

The Board in its meeting held on August 24, 2024 has appointed Ms. Riya Shah as Internal Auditor
for the Financial Year 2024-25.

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.

29. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors’ and ‘General Meeting’, respectively, have been duly followed by the
Company.

30. 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 not issued equity shares with differential rights as to dividend, voting or
otherwise and

31. Details of Difference between amount of the valuation done at the time of one-time
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

32. 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.

33. 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.

34. Acknowledgement

Your Directors express their deep gratitude for the co-operation and support extended to the
Company by its Members, Customers, Suppliers, Bankers, Financial Institutions and various
Government agencies.

For and on behalf of the Board

Saurabh Gadgil Parag Gadgil

Managing Director Executive Director

(DIN 00616563) (DIN: 01536943)

Date: August 24, 2024
Place: Pune