Acquisition

Date: September 19, 2026 To, To, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block-G, BKC, Dalal Street, Mumbai – 400001 Bandra (East), Mumbai – 400051 Scrip Code: 544256 Symbol: PNGJL Subject: Outcome of Board Meeting held on September 19, 2026 Dear Sir/ Madam, This is to inform you that pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board of Directors of the Company at their Meeting held on Saturday, September 19, 2026 has: 1. Considered and approved the adoption of P N Gadgil Jewellers Limited Employee Stock Option Plan 2026 (“PNG ESOP 2026”) for eligible employees of the Company and its subsidiary company(ies) in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws and regulations, subject to the approval of Members of the Company. The details required pursuant to SEBI Master Circular dated January 30, 2026, is enclosed as Annexure I. 2. On the recommendation of the Nomination and Remuneration Committee, considered and approved reappointment of Dr. Vaijayanti Pandit (DIN: 06742237) as an Independent Director of the Company for a second term of two consecutive years commencing from March 14, 2027 and ending on March 13, 2029, not liable to retire by rotation, subject to the approval of the Members of the Company. The details required pursuant to SEBI Master Circular dated January 30, 2026, is enclosed as Annexure II. It is confirmed that Dr. Vaijayanti Pandit (DIN: 06742237) is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and she is not disqualified from holding the office as director pursuant to provisions of Section 164 of the Companies Act, 2013. 3. Approved the Postal Ballot Notice for seeking the approval of the Members of the Company for the following matters; i. Approval of the P N Gadgil Jewellers Limited Employees Stock Option Plan 2026 ("PNG ESOP 2026”) through direct route for employees of the Company; ii. Approval of the P N Gadgil Jewellers Limited Employees Stock Option Plan 2026 ("PNG ESOP 2026”) through direct route for eligible employees of the subsidiary Company(ies); iii. To Re-appoint Dr. Vaijayanti Pandit (DIN: 06742237) as an Independent Director of the Company. P N Gadgil Jewellers Limited Registered Office.: PNG House, 694, Narayan Peth, Kunte Chowk, Laxmi Road,Pune, - 411030. Maharashtra, India. Tel. No. +91 20 24435005 I Fax: +91 20 244305011 Toll Free no.: 1800 233 5005 (1 1 A.M. - 7 P.M.) I www.pngjewellers.com I info@pngadgil.com I CIN: L36912PN2013PLC149288 I INDIA I USA The Notice of Postal Ballot, including other related information which are required pursuant to the provisions of the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, will be published, circulated and communicated in due course of time. 4. Considered and approved the additional investment in PNG Jewelers INC, Wholly Owned Subsidiary (“WOS”) of P N Gadgil Jewellers Limited (“PNGJL”) by way of subscription to fresh equity shares to be issued by the PNG Jewelers INC, for an aggregate consideration not exceeding up to USD 6,500,000 (USD Six Million Five Hundred Thousand only) or its equivalent in Indian Rupees in one or more tranches. PNG Jewelers INC is the WOS of PNGJL and upon additional investment it will continue to be WOS of PNGJL. The details required pursuant to SEBI Master Circular dated January 30, 2026, is enclosed as Annexure III. The meeting of the Board of Directors of the Company commenced at 12:35 P.M. and concluded at 02:50 P.M. You are requested to take the above information on your records. Thanking You, For P N Gadgil Jewellers Limited Prakhar Gupta Company Secretary & Compliance Officer P N Gadgil Jewellers Limited Registered Office.: PNG House, 694, Narayan Peth, Kunte Chowk, Laxmi Road,Pune, - 411030. Maharashtra, India. Tel. No. +91 20 24435005 I Fax: +91 20 244305011 Toll Free no.: 1800 233 5005 (1 1 A.M. - 7 P.M.) I www.pngjewellers.com I info@pngadgil.com I CIN: L36912PN2013PLC149288 I INDIA I USA Annexure I Sr. Particulars Details 1. Brief details of options granted The aggregate number of Stock Options proposed to be granted under the “PNG ESOP 2026” shall not exceed 1,15,000 Equity Shares of face value of INR 10/- each, to eligible Employees of the Company in accordance of the plan. 2. Whether the scheme is in terms of Yes, the PNG ESOP 2026 is in terms of the SEBI SEBI (SBEB) Regulations, 2021 (if (SBEB) Regulations, 2021. applicable) 3. Total number of shares covered by 1,15,000 (One Lakh Fifteen Thousand only) Equity these options Shares of face value of INR 10/- each, being the maximum aggregate number of Options that may be granted under the PNG ESOP 2026. 4. Pricing formula The Exercise Price for the Options shall not be less than the Face Value of the Equity Shares of the Company and shall not exceed the prevailing Market Price of the shares as on the date immediately preceding the Grant Date, or such other exercise price as may be decided by the Compensation Committee, subject to compliance with the accounting policies laid down under the SEBI (SBEB) Regulations, 2021. 5. Options vested Not Applicable 6. Time within which option may be The vested Options shall be exercisable on payment of exercised the Exercise Price and applicable taxes, in accordance with the terms and conditions set forth under the PNG ESOP 2026, within a maximum period of 4 (four) years from the date of vesting of such Options. 7. Options exercised Not Applicable 8. Money realized by exercise of Not Applicable options 9. The total number of shares arising as Not Applicable a result of exercise of option 10. Options lapsed Not Applicable 11. Variation of terms of options Not Applicable 12. Brief details of significant terms The PNG ESOP 2026 shall be administered by the Nomination and Remuneration Committee, which shall function as the Compensation Committee for the purposes of the Scheme. P N Gadgil Jewellers Limited Registered Office.: PNG House, 694, Narayan Peth, Kunte Chowk, Laxmi Road,Pune, - 411030. Maharashtra, India. Tel. No. +91 20 24435005 I Fax: +91 20 244305011 Toll Free no.: 1800 233 5005 (1 1 A.M. - 7 P.M.) I www.pngjewellers.com I info@pngadgil.com I CIN: L36912PN2013PLC149288 I INDIA I USA The PNG ESOP 2026 shall be implemented through the issuance of new Equity Shares by the Company upon exercise of Options. The Equity Shares to be issued upon exercise of the Options granted under the PNG ESOP 2026 shall constitute 0.078% of the total issued share capital of the Company. The grant of Options under the PNG ESOP 2026 shall be made to eligible Employees in accordance with the Eligibility Criteria prescribed under the Scheme. There shall be a minimum period of 1 (one) year between the Grant of Options and vesting of such Options, and Options shall vest no later than 4 (four) years from the Date of Grant. The granted Options, once vested, shall entitle the Option Grantee to acquire an equal number of Equity Shares, upon payment of the Exercise Price and applicable taxes, in accordance with the terms and conditions of the PNG ESOP 2026. 13. Subsequent changes or cancellation Not Applicable or exercise of such options 14. Diluted earnings per share pursuant Not Applicable to issue of equity shares on exercise of options P N Gadgil Jewellers Limited Registered Office.: PNG House, 694, Narayan Peth, Kunte Chowk, Laxmi Road,Pune, - 411030. Maharashtra, India. Tel. No. +91 20 24435005 I Fax: +91 20 244305011 Toll Free no.: 1800 233 5005 (1 1 A.M. - 7 P.M.) I www.pngjewellers.com I info@pngadgil.com I CIN: L36912PN2013PLC149288 I INDIA I USA Annexure II Sr. Particulars Dr. Vaijayanti Pandit 1. Reason for change viz. appointment, Re-appo [Showing first 8,000 characters — download PDF for full document]