P N Gadgil Jewellers Ltd

Deal details

• Target: Silvostyle Jewellers Limited, fashion silver jewellery, unlisted Indian company.
• Acquisition: 100% equity via subscription to 1,48,50,000 fresh shares and 1,50,000 existing shares.
• Total consideration Rs 27.96 crore; Rs 27.68 crore fresh shares and Rs 0.28 crore from existing shareholders.
• Post-issue capital: 99% fresh shares, 1% from existing shareholders.
• Closing timeline: On or before 31 December 2026.
• Consideration: Cash.
• Related party: SJL promoter group; Gadgil family directors: Saurabh, Radhika, Aditya Gadgil.

Background & rationale

• Strategic rationale: Strengthen jewellery business by integrating SJL into the PNG Group.
• Target background: Fashion silver jewellery; incorporated 19 Dec 2025.
• Regulatory approvals: Not Applicable.
• Completion timeline: On/before 31 December 2026.
• Turnover and PAT as of 31 Mar 2026: ₹72.93 Lakhs and ₹6.36 Lakhs.
• Paid-up capital: ₹15 Lakhs.
• SJL's slump-sale: Silvostyle Jewellery LLP, effective 1 May 2026.
• Acquisition price: ₹18.64 per share; total ₹27.96 Crore.

Key Decisions

• Draft Notice of 13th AGM to be held on 28 September 2026 at 3:00 PM via VC/OAVM approved.
• Acquisition of 100% stake in Silvostyle Jewellers Limited via fresh issue and transfer from existing shareholders.
• Total consideration for the acquisition is Rs 27.96 crore in cash.
• Acquisition qualifies as related party transaction involving promoter group of PNGJL.
• 100% stake to be held through 1,50,000 existing shares and 1,48,50,000 fresh equity shares.
• Indicative completion timeline: on or before 31 December 2026.
• Rationale: strengthen and consolidate PNG Group's jewellery business via integration with SJL.

Gurugram store launch

• PNG Jewellers opens a company-owned store in Gurugram, Delhi NCR, on August 15, 2026.
• The 3,500 sq ft showroom offers gold, diamond and silver jewellery under one roof.
• The store forms part of PNG Jewellers' ongoing national expansion strategy.
• Introductory offers: up to 50% off gold making charges; up to 100% off diamond making charges.
• Gurugram is an important market in the company's expansion.

Store expansion

• New Legacy store opened at M3M Route 65, Sector 65, Gurugram, Aug 15, 2026, around 6:25 PM.
• Total stores now 80: 66 Legacy and 14 YOOU stores.

QIP details

• Purpose: fundraising through issuance of equity shares to eligible qualified institutional buyers.
• Security type: Equity shares of face value ₹10 each.
• Floor price: ₹640.69 per equity share.
• Discount allowed: up to 5% on floor price.
• Board approval obtained on 3 July 2025.
• Shareholders approved via special resolution at AGM on 18 August 2025.
• Executive Committee approved the QIP actions on 30 July 2026.
• Proposed issue opened on 30 July 2026.
• Preliminary placement document to be filed with BSE/NSE on 30 July 2026.
• Issue price to be determined by Company in consultation with Lead Manager.
• Relevant Date fixed as 30 July 2026.

Meeting Details

• Date: July 28, 2026
• Type/Mode: Conference call; virtual

Participants

• Key company participant: Company Secretary & Compliance Officer

Purpose

• Discuss Q1 FY27 financial results

Additional Notes

• Audio recording available (link provided)

Business Overview

• Pan-India jewellery retailer with COCO/FOCO formats and LiteStyle segment.
• Asset-light growth via FOCO/franchise model; expansion beyond Maharashtra to Goa, MP, UP, Bihar.
• IPO in Sep 2024; 39 stores added post-IPO; commitments fulfilled.
• USA presence since 2008; BIS hallmarking and global quality standards.
• Online and marketplaces: PNG Jewellers website and major e-commerce partners.

Key Operational Highlights

• Q1 FY27 revenue from operations Rs 24,129.8 Mn; YoY growth ~41%.
• E-commerce revenue Rs 793.5 Mn; YoY growth 20%.
• Total stores 78; COCO 57, FOCO 21; LiteStyle expansion ongoing.
• LiteStyle segment: 13 full-format + 14 SIS; 9 COCO, 4 FOCO in LiteStyle.
• Operational efficiency: centralized procurement, bi-weekly purchasing, ERP-tracked inventory.

Financial Performance

• YoY growth: revenue ~41%, EBITDA ~56.6%, PAT ~51.9%.
• Gross Profit Margin 9.7%; EBITDA Margin 7.9%; PAT Margin 4.4%.
• Basic EPS 6.7; Diluted EPS 6.7.
• IPO raised capital; 39 stores added; equity infusion; ROCE/ROE dilution noted.

Capital Structure & Liquidity

• Credit rating: IND A+ / Stable; IND A1.
• IPO proceeds supported expansion; commitments fulfilled.
• No explicit debt figures disclosed.
• Total equity raised during IPO; ROCE/ROE dilution noted.

Strategic Priorities & Outlook

• Pan-India expansion across metros and Tier-2/3 markets; asset-light FOCO model.
• LiteStyle acceleration to broaden younger customer reach.
• Digital/e-commerce acceleration; multi-channel and D2C engagement.
• Franchise-led asset-light growth; tier-2/3 market entry.
• Customer-centric financing plans and loyalty programs.

Governance & Leadership

• Dr. Saurabh Gadgil – Chairman & MD; Radhika Gadgil and Parag Gadgil – Whole-Time Directors.
• CFO Deepak Vijay; Company Secretary & Compliance Officer Prakhar Gupta.
• Leadership development to support multi-state expansion.

Risks & Mitigation

• Expansion execution risk: timely rollout and demand in Tier-2/3 markets.
• Asset-light FOCO model mitigates capex intensity and preserves capital efficiency.
• Regulatory focus on BIS hallmarking supports organized retail.

Key highlights

• Q1 FY27 revenue from operations ₹24,130 Mn, up 41% YoY.
• EBITDA ₹1,924.1 Mn, up 57% YoY.
• PAT ₹1,053.3 Mn, up 52% YoY.
• Retail share of revenue rose to 78% from 70%.
• Same-store sales growth (SSSG) 46.1% YoY.
• GBC mix to 21.7% of total retail revenue.
• Average gold per invoice 4.84 grams.
• Diamond category: 29% value growth, 26% volume growth.
• Gold category value up 54%; volumes flat ~1%.
• Silver category value growth 131%; volumes down 7%.
• Akshay Tritiya festive sales up 80.3% YoY to ₹2,514.1 Mn.
• Footfalls 214,587, up 25.9%; conversion 91.8%.
• Transaction volumes up 26.3%; ATV ₹92,264.
• Hedging: hedge coverage ~70%; target 80%+; aim near 100% over time.
• Unhedged gain ₹97 Mn; Adjusted EBITDA ₹1,827 Mn; Adjusted PAT ₹981 Mn; Adjusted PAT Margin 4.1%.
• 78 stores as of 30 Jun 2026; 77 India, 1 USA; Q2 launches; major expansion in Q3-Q4 FY27.
• Expansion pipeline on track; focus on Northern and Central regions.
• Outlook: disciplined expansion; hedge coverage to improve earnings stability.

Financial results

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Limited Review Reports from Statutory Auditors enclosed with the results.
• Standalone total income: 23,905.88 million; revenue from operations: 23,805.71 million.
• Consolidated total income: 24,230.22 million; revenue from operations: 24,129.81 million.
• Standalone profit after tax: 1,028.56 million; consolidated: 1,053.35 million.
• EPS: basic standalone 7.58; basic consolidated 7.76.
• Comparatives reclassified to align quarter/year presentation.
• Employee benefits provision for quarter ended June 30, 2026 based on management estimates; impact not material.
• No reportable segments; CODM assesses performance on jewellery business as a whole.
• Results reviewed by Audit Committee and approved by Board on July 27, 2026.
• Results prepared per Ind AS and Regulation 33 of LODR.

Auditor notes and disclosures

• Independent auditor's review performed; no material misstatement observed.
• Subsidiaries’ results not reviewed by this auditor; other auditors reviewed them.
• Consolidated results include Gadgil Diamonds Private Limited (India) and PNG Jewelers, Inc. (USA).
• March 31, 2026 balancing figure between audited annual and year-to-date figures.