PG Electroplast Ltd Directors Report

DEAR SHAREHOLDERS,

The Directors of your Company are pleased to present the 24^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended March 31,2026.

1. FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	1,43,429.98	1,48,675.98	5,28,802.19	4,86,953.17
Other Income	7,115.27	4,734.03	5,478.81	3,510.64
Total Income	1,50,545.25	153,410.01	5,34,281.00	4,90,463.81
Finance Cost	1,234.00	1,270.89	10,164.50	8,885.41
Depreciation and Amortisation Expenses	2,729.16	2,523.32	8,817.32	6,561.42
Total Expenses	1,34,220.92	142,355.68	5,09,087.22	4,53,994.60
Profit Before Tax	16,324.33	11,054.33	25,193.78	36,469.21
Total Tax Expenses	3,956.92	2,583.71	5,833.61	7,377.13
Profit for the year	12,367.41	8,470.62	19,360.17	29,092.08
Other Comprehensive Income	98.72	72.01	139.26	0.11
Total Comprehensive Income	12,466.13	8,542.63	19,795.95	28,779.74
EPS (Basic) (In H)	4.35	3.16	6.91	10.74
EPS (Diluted) (In H)	4.29	3.10	6.82	10.55

2. PERFORMANCE OVERVIEW:

During the year under review on a consolidated basis, our total income increased by 8.93% to H 5,34,281.00 lakh for FY 2025-26 from H 4,90,463.81 lakh for FY 2024-25. Our revenue from operations increased by 8.59% to H 5,28,802.19 lakh for FY 2025-26 from H 4,86,953.17 lakh for FY 2024-25, primarily due to growth in our sales of product business driven by growth in sales of RACs and washing machines. Other income increased by 56.06% to H 5,478.81 lakh for FY 2025-26 from H 3,510.64 lakh for FY 2024-25, primarily due to increase in interest income on deposits with banks on account of proceeds from Qualified Institutions Placement. Our total expenses increased by 12.14% to H5,09,087.22 lakh for FY 202526 from H 4,53,994.60 lakh for FY 2024-25, on account of

increase in Cost heads like cost of materials consumed, Employee Benefit Expense, Finance Costs, Depreciation, etc. Profit for the year decreased to H19,360.17 lakh for FY 2025-26 from H 29,092.08 lakh for FY 2024-25. On account of the above, our total comprehensive income decreased to H 19,795.95 lakh for FY 2025-26 from H 28,779.74 lakh for FY 2024-25 due to shortened season, the cost of carrying inventory and resulting finance costs, and underutilized expanded capacities. The operating cash flow during the year has been robust despite all challenges and working capital optimisation remains key focus area for the company in coming quarters. The detailed operational performance of your Company is provided in the Management Discussion and Analysis Report forming part of this report.

3. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE COMPANY:

a) Allotment of 2,53,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on April 05, 2025, allotted 2,53,000 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	April 05, 2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 65/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been issued	The equity shares were allotted to the PG Electroplast Limited Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	49.37%
No. of share allotted	2,53,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	49.33%
Post Issue Public Shareholding	50.58%
Post Issue Employees Welfare Trust Shareholding	0.09%
Consideration details	The company received consideration in cash of H 1,64,45,000/- pursuant to issue of 2,53,000 Equity Shares at an issue price of H 65/- each.
Date of listing and trading approval of NSE & BSE	April 30, 2025

b) Allotment of 24,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on May 12, 2025, allotted 24,000 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	May 12, 2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 25/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	49.33%
No. of share allotted	24,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	49.32%
Post Issue Public Shareholding	50.58%
Post Issue Employees Welfare Trust Shareholding	0.10%
Consideration details	The company received consideration in cash of H 6,00,000/- pursuant to issue of 24,000 Equity Shares at an issue price of H 25/- each.
Date of listing and trading approval of NSE & BSE	July 03, 2025

c) Allotment of 7,05,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on August 08, 2025, allotted 7,05,000 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	August 08, 2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 25/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	49.32%
No. of share allotted	7,05,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	43.60%
Post Issue Public Shareholding	56.08%
Post Issue Employees Welfare Trust Shareholding	0.30%
Consideration details	The company received consideration in cash of H 1,76,25,000/- pursuant to issue of 7,05,000 Equity Shares at an issue price of H 25/- each.
Date of listing and trading approval of NSE & BSE	September 11,2025

d) Allotment of 2,75,500 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on October 31, 2025, allotted 2,75,500 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	October 31,2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 150/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	43.60%
No. of share allotted	2,75,500 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	43.56%
Post Issue Public Shareholding	56.34%
Post Issue Employees Welfare Trust Shareholding	0.10%
Consideration details	The company received consideration in cash of H 4,13,25,000/- pursuant to issue of 2,75,500 Equity Shares at an issue price of H 150/- each.
Date of listing and trading approval of NSE & BSE	November 13, 2025

e) Allotment of 6,13,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on November 13, 2025, allotted 6,13,000 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	November 13, 2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 110/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	43.56%
No. of share allotted	6,13,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	43.47%
Post Issue Public Shareholding	56.22%
Post Issue Employees Welfare Trust Shareholding	0.31%
Consideration details	The company received consideration in cash of H 6,74,30,000/- pursuant to issue of 6,13,000 Equity Shares at an issue price of H 110/- each.
Date of listing and trading approval of NSE & BSE	November 26, 2025

f) Allotment of 3,54,500 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on December 10, 2025, allotted 3,54,500 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	December 10, 2025
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 65/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	43.47%
No. of share allotted	3,54,500 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	43.41%
Post Issue Public Shareholding	56.15%
Post Issue Employees Welfare Trust Shareholding	0.44%
Consideration details	The company received consideration in cash of H 2,30,42,500/- pursuant to issue of 3,54,500 Equity Shares at an issue price of H 65/- each.
Date of listing and trading approval of NSE & BSE	December 29, 2025

g) Allotment of 24,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on February 02, 2026, allotted 24,000 Equity shares to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

Date of members approval	February 28, 2021 & March 28, 2022
Date of allotment	February 02, 2026
Method of allotment	Allotment of equity shares pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Issue price, basis of computation of issue price	Issue price of H 25/- as determined by Nomination & Remuneration Committee pursuant to PG Electroplast Employees Stock Option Scheme - 2020.
Particulars of person to whom shares have been	The equity shares were allotted to the PG Electroplast Limited
issued	Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	43.41%
No. of share allotted	24,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	43.41%
Post Issue Public Shareholding	56.31%
Post Issue Employees Welfare Trust Shareholding	0.28%
Consideration details	The company received consideration in cash of H 6,00,000/- pursuant to issue of 24,000 Equity Shares at an issue price of H 25/- each.
Date of listing and trading approval of NSE & BSE	February 17, 2026

At the end of the year, the Companys issued, subscribed and paid-up capital was 28,53,42,658 Equity Shares of H 1/- each.

4. TRANSFER TO RESERVE:

Information regarding the amounts allocated to reserves can be found in the Notes accompanying the financial statements included in this Annual Report.

5. DIVIDEND:

The Board of Directors has recommended a dividend of 25% i.e. H 0.25/- per equity share of H 1/- each fully paid up of the Company, for the Financial Year ended on March 31, 2026. The dividend is subject to the approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of Income Tax at source.

The Dividend recommendation is in accordance with the Companys Dividend Distribution Policy. The said policy is available on the Companys website and can be accessed at https://pgel.in/assets/images/codes and policies/DDPolicy.pdf.

6. STATE OF THE COMPANYS AFFAIRS:

Business and its operations:

PG Electroplast Limited ("PGEL") is a leading, diversified Indian Electronic Manufacturing Services provider for Indian and global brands. It specializes in Original Design Manufacturing ("ODM") and Original Equipment Manufacturing ("OEM"). PGEL engineers innovative solutions that bring convenience to our customers. Our state-of-the-art facilities and deep product expertise make us the preferred OEM & ODM partner. A skilled team, cutting-edge technology, and a commitment to the highest quality standards help us achieve our targets.

The company has emerged as a one-stop-solution to 70+ leading Indian and Global brands, building enduring relationships with its customers across business verticals over the years. This includes product conceptualization, designing and prototyping, tool design and manufacturing, supply chain development and final assemblies for products like RACs, Washing Machines and Air Coolers. The Company considers its ability to evolve and address the needs of our marquee customer base as a key factor in the growth of our business.

The Company, including its wholly owned subsidiary and step-down wholly owned subsidiary, operates 11 manufacturing units located in Greater Noida, Uttar Pradesh; Roorkee, Uttarakhand; Ahmednagar, Maharashtra and Bhiwadi, Rajasthan. It serves across varied

industries such as Air Conditioners, Washing Machines, Air Coolers, Automotive Components, Sanitaryware and Consumer Electronics. The manufacturing units are equipped with high-quality machinery, assembly lines and full power backup that enable us to meet all the requirements of our customers in a timely manner.

PGEL is the largest manufacturer of Room Air Conditioner CBUs in India. We offer comprehensive ODM and OEM solutions for window and split ACs. Our state-of-the-art manufacturing facilities in Ahmednagar and Bhiwadi are among the most backward integrated AC manufacturing facilities in India. The products plastic components, sheet metal components, cross flow fans, heat exchangers, copper tubing and controllers are all produced in-house.

PGEL is one of the largest contract manufacturers of washing machines in India. We provide ODM & OEM solutions for semi-automatic and fully automatic washing machines to 20+ leading brands from our facilities in Roorkee and Greater Noida. The design and technology of washing machines conform to the latest norms of energy efficiency. The Company offers semi-automatic washing machines in capacities ranging from 6 kg to 20 kg and fully automatic washing machines in capacities ranging from 6 kg to 14 kg with 5-star energy ratings from BEE.

PGEL manufactures LED Televisions under our JV company, Goodworth Electronics. Our flagship TV manufacturing facility in Greater Noida is one of the most automated and backwards integrated in the country with in-house plastic injection molding, sheet metal stamping, and advanced SMT and MI capabilities. We are manufacturing TVs and Interactive Flat Panel Displays in sizes ranging from 32 inches to 100 inches and offer a wide variety of custom solutions to our clients.

At our extensive facility in Greater Noida, PGEL designs and manufactures air coolers ranging from desert, window, and personal air coolers. PGEL is a one-stop provider of air cooler manufacturing services, from product designing and tooling to complete product assembly, offering high-performance solutions tailored to varied consumer needs.

During the year, there is no change in the nature of business of the Company.

Key business developments:

• PGELs consolidated operating revenues grew to H 5,288 crores. Meanwhile, PG Technoplast,

PGELs 100% subsidiary, recorded H 3,942 crores in operating revenue in its fifth year of operations.

• PGELs 100% step-down subsidiary, Next Generation Manufacturers Bhiwadi AC Unit became operational during the year and contributed to Production in the 4^th quarter of FY 2025-26.

• The Product business crossed H 4,000 crores which grew 14.3% and contributed 76.2% of the total revenues in FY 2025-26.

• Room AC business grew to H 3,288 crores with 9.3% during the period while the Washing Machines business had a growth of 51.5% in FY 2025-26.

• Goodworth Electronics, our television joint venture with the Jaina Group, became profitable during the year.

• Over the past decade, PGELs revenues have compounded at 35.1% and EBITDA at 35.4%.

• The Company has grown more than 20x in 10 years from revenue of H 263 crores in FY 2015-16, to H 5,343 crores in FY 2025-26 at a 35.1% CAGR with the EBITDA increasing at 35.4% CAGR.

• Over the past 10 years, the company has made a cumulative Capital Expenditure of over H 1,900 Crores, that has now significantly raised its growth potential.

• In a landmark move to strengthen Indias

manufacturing ecosystem, Next Generation

Manufacturers, PG Electroplast step-down

subsidiary, signed a Memorandum of Understanding with the Government of Maharashtra to invest H 1,000 crores in a greenfield project at Kamargaon, Ahilyanagar.

• PGEL through its 100% subsidiary, PG Technoplast, acquired a 50-acre land parcel in Sri City, Andhra Pradesh to establish the companys first refrigerator facility in South India. PGEL plans to invest around Rs.1,000 crore in developing this state-of- the-art integrated manufacturing campus over the next 5 years.

• The construction commenced during the year for the refrigerator facility at Sri City, Andhra Pradesh, which will add 1.2 million units of annual capacity, with Phase 1 covering Direct Cool and Side- by-Side models.

• PGELs new Washing Machine facility at Greater Noida, with an annual capacity of 1.8 million units, became operational during the year and is already reflected in that segments growth.

• PGEL have finally begun building the rotary compressor facility at Supa, with a Phase 1 capacity

of 2 million units. Equipment installation is underway and mass production is planned for the fourth quarter of FY 2026-27.

• PGELs 100% subsidiary, PG Technoplast has acquired land in Rajasthan to consolidate our moulding operations, with the corresponding operations at Greater Noida to be wound down in due course.

PGEL enters FY2026-27 with new capacities coming on stream, a sharper cost structure, better systems and a wider product range than at any point in its history. The outlook across all our business segments remains robust and we are confident of the year ahead.

Capital Expenditure Activities:

During the financial year 2025-26, the Company on a consolidated basis has incurred H 785 crores on capital expenditure primarily for the purchase of plant and equipment, new manufacturing facilities, and advances to suppliers towards construction activities in greenfield projects, reinforcing its commitment to enhancing production capacity, operational efficiency, and future readiness.

7. CREDIT RATING:

The credit ratings during the financial year 2025-26, for the line of credit facilities, are mentioned hereunder:

A. The Credit Rating Agency - CRISIL Ratings Limited on August 21,2025, revised the Long-Term Rating from CRISIL A+/Stable to CRISIL A+/Negative. Further, CRISIL Ratings Limited on February 13, 2026, reaffirmed the Long-Term Rating from CRISIL A+/ Negative to CRISIL A+/ Stable. Further, the ShortTerm Rating remained stable at Crisil A1.

B. The Credit Rating Agency - ICRA Limited on November 26, 2025, assigned the Long-Term Rating as [ICRA] A+(Stable) and Short-Term Rating as [ICRA]A1.

8. INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any outstanding amount of unclaimed/unpaid dividend and the corresponding shares.

9. MANAGEMENT:

• Board of Directors:

a) Mr. Anurag Gupta (DIN: 00184361) was reappointed as Chairman and Whole Time Director of your Company through Postal Ballot Process on June 26, 2025, for a period of three consecutive years w.e.f. July 15, 2025.

b) The Board of Directors on February 02, 2026, subject to approval of the Shareholders, approved reappointment of Mr. Ram Dayal

Modi (DIN: 03047117) as an Independent Director of the company and continuation of his directorship after attaining the age of 75 years for a second consecutive term of 5 years with effect from May 26, 2026.

c) The Board of Directors on February 02, 2026, subject to approval of the Shareholders, approved reappointment of Mrs. Ruchika Bansal (DIN: 06505221) as an Independent Director for a second consecutive term of 5 years with effect from August 14, 2026.

Disclosures under Section II of Part II of Schedule V of the Companies Act, 2013:

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors including detail of fixed component is mentioned in Corporate Governance Report as Annexure I.

(ii) Service contracts, notice period, severance fees: N.A.

(iii) Stock option details: N.A.

In accordance with the provisions of the Companies Act 2013, Mr. Anurag Gupta (DIN: 00184361), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act. During the year 2025-26, Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Company.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The independent directors have also confirmed that they have complied with the Companys code of conduct.

• Key Managerial Persons:

During the year under review, the Board of Directors noted the resignation of Mr. Sanchay Dubey, Company Secretary & Compliance Officer of the Company from the office of the Company Secretary

(KMP) of the Company with effect from the close of business hours of May 12, 2025, due to internal departmental restructuring and further noted the appointment of Mr. Deepesh Kedia as Company Secretary and Compliance officer of the Company with effect from May 13, 2025.

10. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES:

7 (Seven) meetings of the Board of Directors were held during the period under review. For details of the Composition & Meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this Report as Annexure-I.

During the year, no such instances occurred where the Board has not accepted any recommendations of the Audit Committee.

11. BOARD EVALUATION AND FAMILIARIZATION PROGRAMME:

The Nomination & Remuneration Committee has carried out a formal annual evaluation of performance of the Board itself through a structured questionnaire after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, of its Committees and individual Directors, pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation of individual Directors including chairman was done by the Directors other than the one being evaluated by Board & Nomination Remuneration Committee.

The Nomination & Remuneration Committee evaluated the performance of each and every director of the company and each member of the committee and expressed satisfaction over their performance.

Further, the Independent Directors also, at their separate meeting held on March 25, 2026, reviewed the performance of chairman of the Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company management and the Board. They expressed satisfaction over the said subject matter.

The details of program for familiarization of Independent Directors of your Company are available at web-link https://pgel.in/assets/images/codes and policies/FP ID.pdf

12. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Corporate Governance Report is presented as Annexure-I. Management Discussion & Analysis Report and Business Responsibility & Sustainability Report as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms integral part of this report. Compliance certificate on Corporate Governance, issued by M/s. Pankaj Agarwal & Co. Practicing Company Secretary also form a part of the said Corporate Governance Report.

13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the applicable Rules, and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy. This policy governs the appointment and determination of remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management, and other employees of the Company.

The Nomination and Remuneration Policy of your Company can be viewed at https://pgel.in/assets/ images/codes and policies/Nominaiton%20and%20 Remuneration%20Policv.pdf

14. REMUNERATION OF DIRECTORS AND EMPLOYEES:

The disclosure pertaining to remuneration and other details of directors and employees as required under section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amendment thereof have been provided in the Annexure-II forming part of this report.

During the period under review, the Managing/Whole time Director of the company were not in receipt of any commission from the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly your Company works to strengthen such structures. Your Company has developed & implemented a Risk Management framework for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. Regular exercise has been carried out to identify, evaluate, manage and monitor the risks.

Your Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors and are subject to management reviews with significant audit observations and follow up actions reported to the

Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

The Risk Management Committee and the Board did not identify any risk which threatens the existence of your Company. The Risk Management Policy is available at:

https://pgel.in/assets/images/codes and policies/ Risk%20Management%20Policv.pdf.

17. UTILISATION OF QUALIFIED INSTITUTIONS PLACEMENT (QIP) PROCEEDS:

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Companies Act, 2013, the Company allotted 2,14,59,218 equity shares through Qualified Institutions Placement ("QIP") at an issue price of H 699/- per equity share [including a premium of H 698/- per equity share (including a discount of H 6.18/- i.e., 0.88 % of the floor price, as determined in terms of SEBI ICDR Regulations)] aggregating to H 1499.9 Crores on December 10, 2024. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue.

The details of the utilisation of the funds raised have been provided in the Corporate Governance Report forming an integral part of this Report.

18. STATUTORY AUDITORS & THEIR REPORT:

M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N / N500441) were appointed as the Statutory Auditors of the Company from the conclusion of the 19^th AGM till the conclusion of 24^th AGM of the Company.

The report of Statutory Auditor - M/s S.S. Kothari Mehta & Co. LLP, on Financial Statements (Standalone & Consolidated) for the year ended on March 31, 2026, are part of this Annual Report. The Statutory Auditors Report does not contain any qualification, reservation or adverse remarks. No fraud has been reported by the Auditor.

The Board of Directors at its meeting held on September 04, 2026, approved appointment of M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No: 101248W/W-100022), as the Statutory Auditors of the Company to hold office for a term of five consecutive years, commencing from the conclusion of the ensuing 24^th AGM until the conclusion of the 29^th AGM, subject to the approval of the members of the Company at the ensuing AGM.

19. SECRETARIAL AUDITORS & THEIR REPORT:

During the year under review, pursuant to the amended provisions of Regulation 24A of the SEBI Listing

Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 29, 2025, approved and recommended the appointment of J B Bhave & Co Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. S1999MH025400) as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from FY 2025-26 till FY 2029-30, which was approved by the Members at the 23^rd AGM of the Company.

The Secretarial Audit Report of the Company and its Material Subsidiary(ies) is annexed with Board Report as Annexure-III. The Secretarial auditors report does not contain any qualification, reservation or adverse remarks.

Other parts of this report are self-explanatory and do not call for any further clarifications.

20. CERTIFICATE REGARDING NON-DEBARMENT AND NON-DISQUALIFICATION OF DIRECTORS:

A Certificate from M/s. Pankaj Agarwal & Co. Company Secretary in Practice certifying that none of the Directors on the Board of the Company as on March 31,2026, have been debarred or disqualified from being appointed or continuing as Director of companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority, is annexed as Annexure-IV of the Board Report

21. COST AUDITORS:

The Board of Directors have appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, having Firm Registration Number: 000030, as Cost Auditors to audit the cost records for the FY 2026-27 and recommended ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 w.r.t. the business activities carried out by the Company.

22. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company has 2 (Two) Wholly Owned Subsidiaries i.e. M/s. PG Technoplast Private Limited and M/s. PG Plastronics Private Limited as on March 31, 2026. M/s PG Technoplast Private Limited is the Material Subsidiary of the Company including Step-down Wholly Owned Subsidiary i.e M/s. Next Generation Manufacturers Private Limited.

Your Company also has 50-50 Joint Venture ("JV") Agreement with Jaina Group [Jaina Marketing & Associates (JMA), Jaina India Private Limited (Jaina India) and Goodworth Electronics Private Limited (Goodworth)]

pursuant to which Goodworth Electronics Private Limited is a JV Company of your Company.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of all the Subsidiaries and JV Company in Form AOC-1 is annexed hereto as Annexure-V and hence, not repeated here for the sake of brevity.

A copy of the audited financial statements of each of the subsidiary companies will be kept for inspection by any Member of the Company at the Corporate Office during business hours. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Companys website www.pgel.in. A copy of these financial statements shall be made available to any member of the Company, on request.

23. DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered by the Company with related parties referred to in section 134 of the Companies Act, 2013 are disclosed in form AOC-2 as Annexure VI.

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material except for transactions with wholly owned subsidiary in accordance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and policy on dealing with Related Party Transactions of the Company.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 2025-26.

All related party transactions entered into by your Company, during the year under review, were approved by the Audit Committee. Prior omnibus approval has been obtained for related party transactions which

are repetitive in nature and/or entered in ordinary course of business and at arms length. There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and policy on dealing with Related Party Transactions are available at web-link https://pgel.in/assets/pdf/annual returns/Annual Return 2025-26.pdF\.

26. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

Your Company has been constantly working towards promoting education, including special education and employment enhancing vocational skills and promoting education and financial assistance to the children and women of weaker sections of society including overall development and upliftment. Your Companys constant endeavor has been to support initiatives in the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. Details of composition of CSR Committee and Annual Report on CSR Activities of your Company are enclosed as Annexure-VII and form a part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. CSR Policy, adopted by the Company, is available on its website at link https://pgel.in/assets/ images/codes and policies/CSR POLICY.pdf.

27. EMPLOYEES STOCK OPTION SCHEME:

Your Company has in place a PG Electroplast Employees Stock Option Scheme - 2020 ("Scheme") to enhance the employee engagement, reward the employees for their association and performance and to motivate them to contribute to the growth and profitability of the Company.

The Board of Directors in its meeting held on November 05, 2020, and the shareholders of the company through postal ballot on February 28, 2021, approved the Scheme to create, grant, offer, issue and allot Employee Stock Options ("Options") to the employees of the Company and its subsidiary company(ies) under the Scheme, in one or more tranches, a maximum of 2% of issued and paid-up capital of the Company. Further, approvals of the Board of Directors and Shareholders of the Company at their meetings held on February 14, 2022, and March 28, 2022, respectively, was accorded to increase the existing pool of the Scheme from 3,90,578 Options to 6,09,422 Options. Accordingly, the options reserved under the Scheme are 10,00,000 Options convertible into equal number of Shares of H10/- each.

The Scheme was in compliance with erstwhile Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 (hereinafter referred as SEBI (SBEB) Regulations). The Scheme was amended to align with the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (hereinafter referred as SEBI (SBEB & SE) Regulations) which were notified on August 13, 2021.

The Board of Directors on May 22, 2024, and Shareholders through Postal Ballot on June 26, 2024, approved sub- division/split of existing equity share of the Company from 1(One) equity share having face value of H 10/- each (Rupees Ten Only), fully paid-up into 10 (Ten) equity shares having face value of H 1/- each (Rupee One Only) fully paid-up.

During the year, your Company allotted following number of shares of face value of H 1/- each to PG Electroplast Limited Employees Welfare Trust under the PG Electroplast Employees Stock Options Scheme - 2020:

Date of allotment	Number of equity shares
April 05, 2025	2,53,000
May 12, 2025	24,000
August 08, 2025	7,05,000
October 31,2025	2,75,500
November 13, 2025	6,13,000
December 10, 2025	3,54,500
February 02, 2026	24,000

In compliance with the requirements of the SEBI (SBEB & SE) Regulations), a certificate from the Secretarial Auditor confirming implementation of the Scheme in accordance with the said regulations and shareholders resolution will be available electronically for inspection by the members during the Annual General Meeting of the Company. Further the disclosure pursuant to the provisions of the SEBI (SBEB & SE) Regulations) can be accessed at the companys website at https://pgel.in/ assets/images/codes and policies/ESOP Scheme.pdf.

28. VIGIL MECHANISM:

The Company has established a Vigil Mechanism / Whistle Blower Policy for dealing with instances of fraud & mismanagement. All Employees of the Company and various stakeholders of the company can make protected disclosures in writing or through mail in relation to matters concerning the Company/unethical behavior/ actual or suspected fraud/ violation of codes & policies of the Company.

Your Company hereby confirm that no directors/employee have been denied access to the chairman of the Audit Committee. There were no complaints received through the said mechanism during the financial year 2025-26.

The Vigil Mechanism or Whistle Blower Policy may be accessed at web-link https://pgel.in/assets/images/codes and policies/VigilMechanismWhistleBlowerPolicv.pdf

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at https://pgel.in/assets/pdf/annual returns/Annual Return 2025-26.pdf

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Conservation of Energy and Technology Absorption:

Your Company places energy conservation at the core of its operational strategy, focusing on the continuous optimization of fuel, power, and water consumption across all manufacturing facilities. Through process re-engineering and integration of energy-efficient machinery, the company systematically minimizes its environmental footprint while enhancing overall operational efficiency.

In parallel, your Company remains committed to technology absorption and technological excellence. By investing in modern manufacturing processes, advanced automation, and continuous quality initiatives, the company rapidly adapts state-of-the-art technical knowhow to deliver high-precision, best-in-class products to its customers.

For a detailed note on conservation of energy and technology absorption, please refer to the Business Responsibility & Sustainability Report as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, which forms an integral part of this Annual Report.

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 as under:

Particulars	2025-26	2024-25
Foreign Earnings	370.69	169.49
Foreign Outgo	25,645.57	22,853.86

31. SIGNIFICANT & MATERIAL REGULATORY ORDERS:

During the reporting period, no significant material orders were passed by the regulators or courts or tribunals

impacting the going concern status and Companys operations in future.

32. MATERIAL CHANGE AND COMMITMENT OCCURRED BETWEEN END OF FINANCIAL YEAR AND THE DATE OF REPORT:

The Nomination & Remuneration Committee on April 20, 2026, allotted 2,44,250 (Two Lakh Forty-Four Thousand Two Hundred and Fifty Only) Equity Shares of H 1/- each to the PG Electroplast Limited Employees Welfare Trust under PG Electroplast Employees Stock Options Scheme - 2020.

The shareholders through Postal Ballot on April 30, 2026, approved:

a) Reappointment of Mr. Ram Dayal Modi (DIN: 03047117) as an Independent Director of the company and continuation of his directorship after attaining the age of 75 years for a second consecutive term of 5 years with effect from May 26, 2026.

b) Reappointment of Mrs. Ruchika Bansal (DIN: 06505221) as an Independent Director for a second consecutive term of 5 years with effect from August 14, 2026.

The Board of Directors on May 27, 2026, recommended the payment of a final dividend @25% i.e. H 0.25 per equity share of the Company.

The Nomination & Remuneration Committee on May 30, 2026, granted 8,00,000 (Eight Lakh only) Employee Stock Options to the Employees of the Company and its Subsidiary Company, under the PG Electroplast Employees Stock Option Scheme - 2020.

The Nomination & Remuneration Committee on July 02, 2026, allotted 11,70,200 (Eleven Lakh Seventy Thousand Two Hundred only) Equity Shares of H 1/- each to the PG Electroplast Limited Employees Welfare Trust under PG Electroplast Employees Stock Options Scheme - 2020.

The Board of Directors on August 06, 2026,

noted/approved:

a) Information received in relation to the

commencement of operations in the new

manufacturing unit of PG Technoplast Private Limited, a wholly owned subsidiary located in Salarpur (Rajasthan).

b) Information received in relation to the

commencement of operations in the new

manufacturing unit of PG Technoplast Private Limited, a wholly owned subsidiary located in Delhi Mumbai Industrial Corridor, (DMIC) Greater Noida.

c) Sale/Disposal of Assets of the unit of PGEL situated at Greater Noida including transfer/ sale of assets to its Wholly Owned Subsidiary PG Technoplast Private Limited.

d) Relocation of the business of unit of PGEL situated at I 26/ I 27, Site C Surajpur, Greater Noida and closure of the mentioned unit post completion of the Sale/Disposal of the Assets of the said unit as well as transfer of partial assets to the unit of the wholly owned subsidiary PG Technoplast Private Limited situated at Salarpur (Rajasthan).

e) Transfer of assets of the unit of wholly owned subsidiary PG Technoplast Private Limited situated at Plot number 76, Ecotech, Sector-12, Greater Noida (U.P.) to the new unit of PG Technoplast Private Limited situated at Salarpur (Rajasthan).

f) Relocation / transfer of the business of the unit of PG Technoplast Private Limited situated at Plot number 76, Ecotech, Sector-12, Greater Noida (U.P.) post completion of the transfer of the assets of the unit situated at said plant to the new unit of PG Technoplast Private Limited situated at Salarpur (Rajasthan).

Except for the details mentioned above, there is no material change and commitment occurred between March 31, 2026, and the date of this report, which may affect the financial position of the Company.

33. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the reporting period, your company has duly complied with all applicable secretarial standards.

34. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All employees, whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year: NIL

(e) Number of cases pending for more than ninety days: NIL

35. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, including all amendments made thereto. The Company is committed to upholding the rights and welfare of its women employees by providing all statutory maternity benefits as prescribed under the Act. This includes granting paid maternity leave for the stipulated duration, offering nursing breaks, and ensuring that no woman is dismissed or discriminated against on account of maternity. All eligible female employees are informed of their entitlements at the time of appointment, and necessary workplace policies are in place to create a safe, supportive, and inclusive environment for women during and after pregnancy.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No instance of a one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors extend their vote of thanks to the Companys employees, customers, vendors, business associates, investors and all stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their cooperation. The Directors appreciate and value the contribution made by every member of the PG Group.

	For and on behalf of
	Board of Directors of PG Electroplast Limited
	Sd/-	Sd/-
	Anurag Gupta	Vikas Gupta
Date: September 04, 2026	Chairman	MD-Operations
Place: Greater Noida	DIN: 00184361	DIN: 00182241