PNGS Reva Diamond Jewellery Limited Directors Report

Dear Members,

PNGS Reva Diamond Jewellery Limited

The Board of Directors of your Company is pleased to present the Second Annual Report along with the audited financial statements, for the financial year ended March 31, 2026.

FINANCIAL RESULTS:

in millions) Particulars	For the Financial Year ended March 31,2026	For the Financial Year ended March 31,2025
Turnover	4390.28	644.70
Other income	20.35	1.32
Total Income	4410.63	646.02
EBiTDA	970.02	100.57
Interest Finance Cost	98.67	12.65
Depreciation & Amortization	6.63	0.26
Profit / (Loss) before Tax	864.72	87.66
Less: Current Tax	218.90	22.06
(Less) / Add : Previous Years Tax	0.28	-
(Less) / Add: Deferred Tax	(1.01)	(0.25)
Profit / (Loss) after Tax	646.55	65.85
Other Comprehensive Income
- Re-measurement gain/(loss) on defined benefit plans	(0.59)	0.23
- Effect of income tax	0.15	(0.06)
Other Comprehensive Income, net of tax	(0.44)	0.17
Total Income, net of tax	646.11	66.02
Basic and Diluted Earnings Per share (EPS)	28.41	3.17

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

*EPSfor the year ended March 31, 2025 is adjusted to the issue of bonus shares approved by the shareholders in the Extra-Ordinary General Meeting held on May 21,2025.

The Standalone Financial Statements of the Company for the financial year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act 2013 (the Act) including Indian Accounting Standards specified under section 133 of the Act. The audited Standalone Financial Statements together with the Auditors Report thereon forms part of the Annual Report for the Financial Year 2025-26. The Auditors Report on Standalone and financials is unmodified.

Comparative figures as per Re-stated Financial Statement for the Financial Year ended March 31.2025:

Further, the Company has recorded a total income of Rs. 4,410.63 million for the Financial Year March 31, 2026 as compared to Rs. 2,591.06 million in the previous Financial Year reflecting a growth of 70.23%. The Net Profit for the year under review stood at Rs. 646.55 million against Rs. 594,74 million in the previous year financial year.

COMPANY PERFORMANCE OVERVIEW AND OUTLOOK

Your Company is engaged in the business of sale of a wide range of jewellery made using natural diamond and precious and semi-precious stones which are studded into precious metals such as gold and platinum. Company also retails plain platinum jewellery, including rings, bracelets and chains. Products of your Company are sold under brand REVA.

Your Company has recorded a total income of Rs. 4,410,63 million for the Financial Year ended March 31, 2026 as compared to Rs. 646.02 million in the previous financial year, reflecting a growth of 582.74%. The Net Profit for the year under review stood at Rs. 646.55 million against Rs. 65.85 million in the previous year financial year.

There was no revision of the Financial Statements for the year under review. However, for the purpose of IPO, the Company has re-stated the financial statements of preceding 3 years pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018 (SEBI 1CDR Regulations.), Indian Accounting Standards (referred to as Ind AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, and were approved by the Board of Directors.

INITIAL PUBLIC OFFER AND LISTING OF COMPANY ON STOCK EXCHANGES

During the Reporting Period, the Company made successful Initial Public Offer (IPO) of Rs. 3,795.15 million. The issue was open for 3 days i.e. from February 24, 2026 to February 26, 2026. Through the fresh issue, the Company raised Rs, 3,795.15 million by issuing 98,32,000 equity shares at an issue price of Rs. 386/- (including premium of Rs. 376/- per share). The issue was oversubscribed 1.31 times.

The issue included a reservation of 9,984 equity shares of face value of Rs. 10/- each aggregating to Rs. 3.85 million for subscription by eligible employees.

The company successfully completed the IPO process and the equity shares were listed on BSE Limited and National Stock Exchange of India Limited on March 04, 2026.

Utilization of Net Proceeds of IPO:

Details of utilisation of proceeds of iPO for the financial year under review, are provided in the Monitoring Agency Report submitted with the Stock Exchanges on May 14,2026, Weblink for the same is .

Further there is no deviation(s) or variation(s) in the utilisation of IPO proceeds. Utilisation of IPO proceeds are corresponding with the objects and allocation of funds stated in the Prospectus dated February 27, 2026 filed with SEB1, stock exchanges and Registrar of Companies (ROC).

OUTLOOK OF THE BUSINESS

During the year 2025-2026 the Company has launched its 2 exclusive brand stores in COCO (Company Owned Company Operated) model along with one more SIS (Shop-In-Shop) store with P. N. Gadgil & Sons Limited. Currently, the Company operates across 36 locations comprising a mix of 34 SIS formats and 2 COCO stores with a strong presence in Maharashtra.

DIVIDEND

During the reporting period, the Board has not recommended any dividend in order to retain earnings for future business operations.

The dividend distribution policy of the Company which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned, can be accessed at .

CHANGE IN CAPITAL STRUCTURE

During the year under review there were following changes in the capital structure of the Company:

Pursuant to approval of shareholders of the Company in the Extra-Ordinary General Meeting of the Company held on May 21, 2025 an allotment of 17.0072 million Bonus Equity shares was made to all the existing shareholders in the ratio of 350:100 and capitalized the amount of Rs. 180 million from the securities premium.

Further, the Company has increased its Authorized Share Capital of the Company from Rs. 300 million divided into 30 million equity shares of Rs. 10/- each to Rs. 400 million divided into 40 million equity shares of Rs. 10/- each vide Ordinary Resolution passed by Shareholders of the Company at Extra Ordinary General Meeting held on December 10, 2026.

Further, pursuant to Initial Public Offer (IPO), the Company has issued and allotted 9.83 million equity shares at Rs. 386/- per share (Face value of Rs. 10/- per share and premium of Rs. 376/- per equity share) aggregating to Rs. 379.15 million.

TRANSFER OF PROFITS TO RESERVES

Your directors do not propose to transfer any amount to the General Reserve and to carry forward the entire surplus under the Statement of Profit & Loss.

PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits under Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Further during the year under review, the company had availed an unsecured loan of Rs. 350 million from one of the directors of the company and the same had been-repaid in the Month of January 2026 along with interest (i.e. before filing of RHP with the stock exchanges, SEB1 and ROC). As on March 31, 2026, there is no outstanding balance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of Regulation 34(2) of the SEB1 LODR Regulations a detailed review by the Management of the business operations of the Company is presented under separate section Management Discussion and Analysis (MD&A) which forms a part of this Annual Report. The MD&A Report captures your Companys performance, industry trends and other material changes with respect to your Company. (Refer Annexure I for Management Discussion and Analysis.)

CORPORATE GOVERNANCE REPORT

Your Company believes in adopting the best practices of Corporate Governance. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under Schedule V of SEBI LODR Regulations. The quarterly Corporate Governance Report is submitted to the stock exchanges in compliance with the regulatory provisions. (Refer Annexure II for Corporate Governance Report.)

A certificate from CS Ruchi Bhave, Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance, forms a part of this Annual Report.

RISK MANAGEMENT

The Company has formulated Risk Management Policy to assets risk and threats to the Company. The Policy is designed to identify, asses and mitigate risk appropriately. There are no risks which in the opinion of your board threaten the existence of the Company. The risk management measures taken by the Company are commensurate with the current size of the business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial period of the Company to which financial statements relate and the date of this Report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Chief Executive Officer (CEO) affirming compliance with the Companys Code of Conduct by the Directors and Senior Management Personnel, for the Financial Year 2025-26, as required under Schedule II of the SEBi LODR Regulations forms a part of this Annual Report.

SUBSIDIARIES, ASSOCIATE, AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The Company does not have Subsidiary/Joint Ventures/Associates Companies as on March 31,2026; hence, this clause is not applicable.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

Composition of Board & Details of KMPs

As on March 31,2026, the Board comprises of 1 Executive Director, 2 Non-Executive Directors and 3 Non-Executive independent Directors on Board.

Whole Time Director & Chief Executive Officer (CEO), Company Secretary and Compliance Officer and Chief Financial Officer (CFO) are the Key Managerial Personnel of the Company within the meaning Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Appointment & Cessation during the year:

The Board in its meeting held on April 28, 2025 as well as May 5, 2025 appointed following officials. Further, approval of shareholders was received for appointment of ail the aforesaid officials in the Annual General Meeting held on May 28, 2025:

SI. Name No.	Particulars	Date of Appointment
1 Amit Yeshwant Modak (DIN:00396631)	Whole-Time Director and Chief Executive Officer (KMP)	May 1, 2025
2 Kisan Maruti Shendkar	Chief Financial Officer (CFO) (KMP)	May 1, 2025
3 Govind Vishwanath Gadgil (DIN:00616617)	Chairman, Non-Executive Director of the Board.	May 1, 2025
4 Kirti Suryakant Vaidya	Company Secretary and	May 1, 2025

SI. Name No.	Particulars	Date of Appointment
	Compliance Officer (KMP)
5 Vrujendra Laxman Waghchaure	Chief Operating Officer (COO)	May 1, 2025
6 Ranjeet Sadashiv Natu (DIN:02892084)	Non-Executive Independent Director	April 28,2025
7 Ravindra Kamalakar Lale (DIN:02426754)	Non-Executive Independent Director	April 28, 2025
8 Aparna Prasad Purohit (DIN: 07145381)	Non-Executive Independent Director	April 28,2025

Retirement bv Rotation:

Pursuant to Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Amit Yeshwant Modak (D1N:00396631) being liable to retire by rotation and being eligible offered himself for re-appointment at the ensuring Annual Genera! Meeting. The Nomination and Remuneration Committee and Board of Directors have recommended the appointment of Amit Yeshwant Modak.

Policy on Directors Appointment and Remuneration:

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the Financial Year 2.025-2026 and the Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

The Policy for appointment of a new director on the Board is available on companys website at .

BOARD AND COMMITTEES

During the year under review and pursuant to the SEB! Listing Regulations, the Board had constituted certain new Committees and amended / adopted the terms of referenced the said Committees.

As on the date of this report the Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

During the year under review, the Company had voluntary constituted IPO Committee for the purposes of approving and undertaking variousactivities in relation to the Offer and listing of Equity Shares on the Stock Exchanges. Further for the operational convenience, the company had constituted Borrowing Committee and independent Directors Committee.

The structure of the Board Committees and their terms of reference are mentioned in the Corporate Governance Report which forms part of this Annual Report.

During the financial year 2025-26, 17 Board meetings were held. The maximum time gap between any two meetings did not exceed the prescribed period of one hundred twenty days.

The details of Committee meetings such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, etc. are given in the Corporate Governance Report which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures.

They have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 same period.

They 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;

The annual accounts have been prepared on a going concern basis;

Proper internal financial controls have been laid down in the company that are adequate and were operating effectively.

Pro per systems to ensure compliance with the provisions of all applicable taws have been devised and such systems are adequate and are operating effectively.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under section; 149(7) of the Companies Act, 2013 that he/she fulfils the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) and 25(8) of SEBI LODR Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and Senior Management Personnel of the Company.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non- Executive Directors are considered as Independent Directors:

Ranjeet Sadashiv Natu (DIN: 02892084)

Ravindra Kamalakar Lale (DIN: 02426754)

Aparna Prasad Purohit {DIN: 07145381)

In the opinion of the Board, the persons appointed as Independent Directors possess relevant expertise, experience {including the proficiency) and are persons with integrity. As required under Rule 6 of the Companies (Appointment and Disqualification) Rules, 2014, all the Independent Directors have their names included in the Independent Director Databank maintained by the Indian Institute of Corporate Affairs prior to the date of their appointment to the Board of Directors of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CREDIT RATINGS

During the FY 2025-26 the Company has received BBB+; Stable/ CARE A2 rating from CARE Ratings Limited. The rating emphasizes the financial strength of the Company in terms of the highest safety with regard to timely fulfilment of its financial obligations.

BOARD EVALUATION

The Board has established a comprehensive process to evaluate the performance of the Board, its committees and of individual directors. The performance evaluation matrix defining the criteria of evaluation of the Independent Directors was carried out by the other members of the Board {excluding the Director being evaluated.) A meeting of the Independent Directors was held on March 13, 2026 to review the performance of Non- independent Directors and the Board as a whole.

SECRETARIAL AUDIT REPORT

The Company has appointed CS Ruchi Bhave as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2025-26. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the year ended March 31/2026. The Secretarial Auditor has not reported any fraud during the Financial Year. The Secretarial Auditors Report forms part of this Annual Report, annexed as Annexure 111.

The Audit Committee and Board of Directors have recommended the appointment of Ms. Ruchi Bhave, Practicing Company Secretary as a Secretarial Auditor of the Company for a period of 5 Financial years commencing from 2026-27 to 2030-31 for approval of its members at the ensuing Annual General Meeting.

STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed as the Statutory Auditors of the Company at the First Annual General Meeting of the Company held on May 28, 2025 for a term of 5 years, i.e. to hold the office -from the conclusion of 1 st Annual General Meeting (AGM) till the conclusion of AGM to be held for

FY 2029-30.

During the year, the Partnership Firm - M/s. MSKA & Associates, Chartered Accountants, was converted into a Limited Liability Partnership w.e.f. January 12, 2026. Consequently, the name of the firm has been changed to M/s. MSKA & Associates, LLP, Chartered Accountants.

The new-FRN has been issued by the Institute of Chartered Accountants of India (ICAI). And all other particulars such as PAN, GST Registration, Bank Accountants and contact details of the Firm shall remain unchanged.

The conversion does not have any impact or bearing on our on-going services. The auditors have communicated the same to the Company vide email dated January 13, 2026, and that no re-appointment of Statutory Auditors is required pursuant to such conversion.

t

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

The Auditors Report for the Financial Year 2025-26 does not contain any qualification, reservation, disclaimer or adverse remark.

INTERNAL AUDITORS

The Board in its meeting held on March 13, 2026, has appointed M/s. Khandelwal Jain & Associates, Chartered Accountants (FRN: 139253W) as the Internal Auditors of the Company for the Financial Year 2025-2026 and onwards and has intimated the Registrar of Companies as well as stock exchanges within prescribed time line.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSOANNEL AND SENIOR MANAGEMENT

There were no employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employees remuneration and other details prescribed under Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided separately.

As per the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information will be open for inspection electronically upon request by the members during AGM. Any member interested in obtaining such information may write to the Company at .

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company lays down the guidelines and mechanism for undertaking programs towards welfare and sustainable development of the community.

A detailed report on CSR activities of your company under the provisions of the Companies Act, 2013 during the Financial Year 2025-2026 is given in Annexure IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is an environmentally responsible organization and is not in an energy intensive industry hence, does not require any special measures to be taken. However, the Company takes efforts to conserve energy across all stores and office premises.

Energy Conservation: NIL

Technology Absorption, Adaptation and Innovation: NIL

Foreign Exchange earnings and outgo: NIL

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act, the Company has not provided any loan / guarantee/ security in connection with such loan to any person or any other body corporate, nor-acquired security of any other body corporate.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls (IFC) are laid down in the Company and that such controls are adequate and are operating efficiently and effectively. The Company has established internal financial control system that is appropriate for the size and complexity of the business. The system covers policies and procedures, delegation of authority, risk management, effective IT systems aligned with business activities.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a well laid down Vigil Mechanism/ Whistler Blower Policy as required under Section-177(9) of the Companies Act, 2013 and SEBI LODR, 2015 details of which are given in the Report on Corporate Governance forming a part of this Annual Report. It provides for adequate safeguard against victimization of persons who avails this mechanism and allows direct access to the Chairman of the Audit Committee. The Board has approved Vigil Mechanism/ Whistler Blower Policy which is available on the Companys website at .

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft Annua! Return of the Company as on March 31, 2026 is available on Companys website at .

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFITS UNDER LABOUR CODES.

The Company is committed to ensuring compliance with alt applicable provisions of the Maternity Benefit under Labour codes, which aims to protect the employment rights of women during the maternity period and provide for maternity leave, benefits, and other related rights.

During the Financial Year under review, the Company has fully complied with the provisions of the Maternity Benefit under Labour Codes. The Company has ensured that the eligible women employees are granted maternity leave and benefits in accordance with the Act. In addition, the Company has also taken necessary measures to provide a safe and supportive work environment for women employees as mandated under the said Act.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a Policy on Prevention of Sexual Harassment at workplace in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee(s) has been set up across all its required locations in India to address complaints received regarding sexual harassment. There were no complaints reported during the financial year 2025-26 and hence, there were no complaints pending for redressal on March 31,2026.

OTHER MATTERS

Your Directors state that during the financial year under review -

i. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future, it. No fraud has been reported by the Auditors to the Audit Committee or the Board under Section 143(12).

There is no change in the nature of the business of the Company.

There is no proceeding pending under Insolvency and Bankruptcy Code, 2016

There is no instance of one-time settlement with any Bank or Financial institution.

APPRECIATION

Your Board places on record sincere gratitude and appreciation for all the employees, customers, vendors, investors, QIBs, and retail shareholders, bankers, end users, dealers, distributors, business partners and other business constituents during the year under review. We also thank the support received from various government and regulatory authorities.

For and on the behalf of the Board of Directors PNGS Reva Diamond jewellery Limited

Govind Vishwanath Gadgil
Chairman & Non-Executive Director
DIN:00616617

Place: Pune
Date: May 11, 2026.