Shareholders meeting

Date: September 21, 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: Notice of Postal Ballot under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir/ Madam, In furtherance of the outcome of Board Meeting of the Company dated September 19, 2026 and pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed the Notice of Postal Ballot dated September 19, 2026, together with the Explanatory Statement setting out the material facts and reasons thereof and additional information as required under the SEBI Listing Regulations forming part of this Postal Ballot Notice which is being sent to the Members of the Company, seeking approval by way of Special Resolution 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 Eligible 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. In accordance with the applicable laws, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, September 18, 2026 (“Cut-Off Date”), as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (collectively referred to as the “Depositories”), and whose email addresses are registered with the Company, the Depositories, or the Registrar and Transfer Agent (“RTA”). Important details and dates regarding the e-voting facility are as under: Event No (e-Voting Event Number) 143142 Cut-off date for determining Members Friday, September 18, 2026 entitled to vote Commencement of remote E-Voting 09:00 A.M. (IST) on Tuesday, September 22, 2026 End of remote E-Voting 05:00 P.M. (IST) on Wednesday, October 21, 2026 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 Postal Ballot Notice is also being made available on the website of the Company at www.pngjewellers.com and on the website of NSDL www.evoting.nsdl.com. The results of the Postal Ballot will be announced within 2 working days of conclusion of Remote e- voting and shall be intimated to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and the same shall be simultaneously published on the website of the Company at www.pngjewellers.com and on the website of NSDL www.evoting.nsdl.com. You are requested to take the above information on your records. Thanking You. Yours Sincerely, 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 P N GADGIL JEWELLERS LIMITED CIN: L36912PN2013PLC149288 Registered office: 694, Narayan Peth, Pune, Maharashtra – 411030 Tel no: 020-24478474 E-mail Id: secretarial@pngadgil.com Website: www.pngjewellers.com POSTAL BALLOT NOTICE Dear Members, In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of Notice is hereby given pursuant to Section 110 read with the Act read with the Rules, the MCA Circulars and SS-2, the Section 108 and other applicable provisions, if any, of the Company has engaged the services of National Securities Companies Act, 2013 (‘the Act’) (including any statutory Depository Limited (‘NSDL’) for the purpose of providing modification(s) or re-enactment(s) thereof for the time remote e-voting facility to its Members to enable them to cast being in force), read with Rule 20 and 22 of the Companies their votes electronically. The instructions for remote e-voting (Management and Administration) Rules, 2014 (‘Rules’), are mentioned in this Notice. The Notice is also available on Regulation 44 of the Securities and Exchange Board of the website of the Company at www.pngjewellers.com. India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Members desiring to exercise their vote through the remote Standard on General Meetings issued by The Institute of e-voting process are requested to carefully read the Company Secretaries of India (‘SS-2’), in compliance with instructions indicated in this Notice and record their assent the circulars issued by the Ministry of Corporate Affairs (FOR) or dissent (AGAINST) by following the procedure as (‘MCA’) for holding general meetings/conducting postal stated in the Notes forming part of the Notice for casting of ballot process through e-voting, vide General Circular Nos. votes by remote e-voting not later than 05:00 P.M. (IST) on 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, Wednesday, October 21, 2026. The remote e-voting facility and various subsequent circulars issued, read with Circular will be disabled by NSDL immediately thereafter and will not No. 09/2024 dated September 19, 2024 and General be allowed beyond the said date and time. Circular No. 03/2025 dated September 22, 2025 (collectively ‘MCA Circulars’) and any other applicable law, rules and SPECIAL BUSINESS: regulations (including any statutory modification(s) or re- ITEM NO. 01: APPROVAL OF THE P N GADGIL enactment(s) thereof, for the time being in force and as JEWELLERS LIMITED EMPLOYEES STOCK amended from time to time), to transact the special business OPTION PLAN 2026 (“PNG ESOP 2026”) THROUGH as set out hereunder by passing Special Resolution by way DIRECT ROUTE FOR ELIGIBLE EMPLOYEES OF of postal ballot only by voting through electronic means THE COMPANY: (‘remote e-voting’). To consider and, if thought fit, to pass with or Pursuant to Section 102 and other applicable provisions of without modification(s), the following resolution as a the Act, the explanatory statement pertaining to the said Special Resolution: Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice “RESOLVED THAT pursuant to Section 62 of the Companies (‘Notice’) for your consideration and forms part of this Notice. Act, 2013 (hereinafter referred to as the “Act”) and all other applicable provisions, if any, of the Act read with Rules In compliance with the aforesaid MCA Circulars, this made thereunder, (including any statutory modification(s) Notice is being sent only through electronic mode to those or re- enactment(s) thereof for the time being in force), the Members whose email addresses are registered with the Memorandum and Articles of Association of the Company, Company/Depository Participants (‘DPs’). Accordingly, a Securities and Exchange Board of India (Share Based physical copy of the Notice along with Postal Ballot Form Employee Benefits and Sweat Equity) Regulations, 2021, as and pre-paid business reply envelope is not being sent to amended from time to time (hereinafter referred to as “SEBI the Members for this Postal Ballot. The communication of SBEB Regulations”), the circulars issued by Securities and the assent or dissent of the Members [Showing first 8,000 characters — download PDF for full document]