PG Electroplast Ltd Directors Report

DEAR SHAREHOLDERS,

The Board of Directors have pleasure in presenting their Report of your Company along with Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

(Rupees in Lakh)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	1,48,675.98	1,41,771.89	486,953.17	274,649.53
Other Income	4,734.03	2,319.53	3,510.64	1,301.41
Total Income	153,410.01	144,091.42	490,463.81	275,950.94
Finance costs	1,270.89	1,708.02	8,885.41	5,172.55
Depreciation and amortisation expenses	2,523.32	2,313.88	6,561.42	4,661.16
Total Expenses	142,355.68	133,731.82	453,994.60	258,304.29
Profit before Tax	11,054.33	10,359.60	36,469.21	17,646.65
Total Tax Expenses	2,583.71	2,554.11	7,377.13	3,945.43
Profit for the year	8,470.62	7,805.49	29,092.08	13,701.22
Other Comprehensive Income	(72.01)	(23.21)	0.11	(19.89)
Total Comprehensive Income	8,542.63	7,782.28	28,779.62	13,470.13
EPS (Basis)	31.6	31.67	10.74	54.73
EPS (Diluted)	31.0	31.29	10.55	54.07

2. PERFORMANCE OVERVIEW:

During the year under review on a consolidated basis, our total income increased by 77.74% to H 490,463.81 lakh for FY 2024-25 from H 2,75,950.94 lakh for FY 2023-24. Our revenue from operations increased by 77.30% to H 486,953.17 lakh from H 2,74,649.53 lakh for FY 2024-25 from H 215,994.75 lakh for FY 2023-24, primarily due to growth in our sales of the product business driven by growth in sales of RACs and washing machines. Other income increased by 169.76% to H 3,510.64 lakh for FY

2024-25 from H 1,301.41 lakh for FY 2023-24, primarily due to increase in the interest income on deposits with banks on account of proceeds from Qualified Institutions Placement. Our total expenses increased by 75.76% to H 453,994.60 lakh for FY 2024-25 from H 2,58,304.29 lakh

for FY 2023-24, on account of increase in Cost heads like cost of materials consumed, purchase of traded goods, Employee Benefit Expense, Finance Costs, etc. due to higher sales. As a result, our profit for the year increased by 112.33% to H 29,092.08 lakh for FY 2024-25 from H 13,701.22 lakh for FY 2023-24. On account of the above, our total comprehensive income increased by 113.66% to H 28,779.62 for FY 2024-25 from H 13,470.13 lakh for FY 2023-24. The operating cash flow during the year has been strong and working capital optimisation remains key focus area for the company. FY 2024-25 had been a strong growth period for your Company. 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 71,599 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme – 2020.

During the period under review, the Company on May 22, 2024, allotted 71,599 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 22, 2024
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 250/- 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	53.70%
No. of share allotted	71,599 Equity Shares of H 10/- each
Shareholding of promoters and promoter group post allotment	53.56%
Post Issue Public Shareholding	46.17%
Post Issue Employees Welfare	0.28%
Trust Shareholding
Consideration details	The company received consideration in cash of H 1,78,99,750/- pursuant to issue of 71,599 Equity Shares at an issue price of H 250/- each.
Date of listing and trading approval of NSE & BSE	June 12, 2024

b) Allotment of 6,56,000 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme – 2020.

During the year, the Company on August 05, 2024, allotted 6,56,000 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 05, 2024
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 issued	The equity shares were allotted to the PG Electroplast Limited Employees Welfare Trust.
Shareholding of promoters and promoter group prior to allotment	53.56%
No. of share allotted	6,56,000 Equity Shares of H 1/- each
Shareholding of promoters and promoter group post allotment	53.42%
Post Issue Public Shareholding	46.07%
Post Issue Employees Welfare Trust Shareholding	0.51%
Consideration details	The company received consideration in cash of H 7,21,60,000/- pursuant to issue of 6,56,000 Equity Shares at an issue price of H 110/- each.
Date of listing and trading approval of NSE & BSE	September 06, 2024

c) Allotment of 2,14,59,218 Equity Shares pursuant to Qualified Institutions Placement (QIP).

The Company on December 10, 2024, allotted 2,14,59,218 equity shares of face value H 1/- each to the eligible Qualified

Institutional Buyers (QIBs) pursuant to Qualified Institutions Placement (QIP).

Date of Members approval at AGM	November 13,2024
Date of allotment	December 10, 2024
Method of allotment	Allotment of Equity Shares pursuant to QIP
Issue price, basis of computation of issue price	Issue price of H 699/- per equity share. (including a premium of 698/- per Equity Share)
	The average of the weekly high and low of the closing prices of the equity shares on NSE during the two weeks preceding the relevant date i.e. December 04, 2024. Floor Price: H 705.18/- Discount: H 6.18/- per equity share i.e. 0.88% on Floor Price.
Particulars of person to whom Equity shares have been allotted	The equity shares were allotted to 59 QIBs belonging to the Public Category.
No. of equity shares allotted	2,14,59,218
Consideration details	The company has received the consideration in cash of H 1499,99,93,382/- pursuant to allotment of 2,14,59,218 equity shares at an issue price of H 699/- each.
Pre-Issue promoter and promoter group shareholding	53.42%
Post-Issue promoter and promoter group shareholding	49.37%
Post-Issue Public shareholding	50.45%
Post-Issue Employees Welfare Trust shareholding	0.18%
Date of listing and trading approval of NSE & BSE	December 10, 2024

At the end of the year, the Companys issued, subscribed and paid-up capital was 28,30,93,658 Equity Shares of H 1/- each.

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 into10 (Ten) equity shares having face value of H 1/- each (Rupee One Only) fully paid-up. Subdivision/Split of Equity Shares 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 was effective from July 10, 2024.

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, 2025. The dividend is subject to the approval of members at the ensuing Annual General Meeting 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, designingandprototyping,tooldesignandmanufacturing, supply chain development and final assemblies for products like RACs, Washing Machines, LED TVs 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 eleven 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, LED TVs, 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 14 kg and fully-automatic washing machines in capacities ranging from 6 kg to 9 kg with 5-star energy ratings from BEE.

PG 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 4,869 crores, with product business sales reaching H 3,526 crores. Meanwhile, PG Technoplast, PGELs 100% subsidiary, recorded H 3,506 crores in operating revenue in its fourth year of operations.

Total product business sales grew 111% to H 3,526 crores, driven by an industry-leading 128.5% growth in room AC sales.

The washing machine segment experienced 43.0% growth, while cooler sales increased 80%, showcasing PGELs growth across categories.

Goodworth Electronics, PGELs JV company, achieved H 544 crores in sales, primarily in the TV segment. Compared to PGELs H 306 crores in TV business sales in FY24, this is a 77.9% growth for the segment.

The Company has grown more than 18x in 9 years from a revenue of H 263 crores in 2015-16, to H 4905 crores in 2024-2025 at a 38.5% CAGR with the EBITDA increasing at a 42.6% CAGR.

During the financial year, operating margins have improved YoY due to cost control, softer commodity prices and operating leverage.

PGEL has delivered an RoCE of 26.9% for FY2025, driven by strategic capex investments.

Despite NGM integration and aggressive capex growth across all business segments, net fixed asset turns for the consolidated entity surged beyond 5X.

Over the past 9 years, the company has completed a cumulative Capital Expenditure of over H 1200 crores, which has now significantly raised its growth potential.

PGEL successfully developed, validated, and launched new products across all categories while significantly expanding product vertical capacities at all locations. Notably, the second greenfield facility for room ACs in Bhiwadi became operational, further boosting PGELs manufacturing capabilities and market positioning.

PGEL further strengthened its balance sheet by successfully raising H 1,500 crores through QIP, fueling expansion and future growth initiatives.

PGEL witnessed significant inquiries and firm commitments across business segments, reinforcing a strong growth trajectory. With strategic expansion plans in place, PGEL is future-proofing its operations to capitalize on emerging industry opportunities while sustaining its market leadership.

PGEL plans to become future ready, and several strategic initiatives and expansions are underway to capture the opportunities in the emerging landscape.

Capital Expenditure Activities:

During the financial year 2024-25, the company on a consolidated basis has incurred H 428.98 crores on capital expenditure primarily for the purchase of plant and equipment, new manufacturing facilities, and advances to suppliers towards construction activities in greenfield and brownfield projects. Further, the Company allocated higher capital expenditure towards our R&D to meet our customers requirements to sustain or enhance our existing products and to develop new technologies and processes that would better allow us to customize products for our clients. Also, the Company has invested in construction in brownfield expansion which has increased the covered area.

7. CREDIT RATING:

During the year, the Credit Rating Agency ‘Crisil Ratings Limited has upgraded your Companys Long-Term Rating "CRISIL A/Positive" to "CRISIL A+/Stable" on December 04, 2024.

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) Reappointment of Mr. Vishal Gupta (DIN: 00184809) as Managing Director – Finance and Mr. Vikas Gupta (DIN:00182241) as Managing Director – Operations of your Company was regularised through Postal Ballot Process on March 20, 2024 for a period of three consecutive years w.e.f. April 01, 2024.

b) Mrs. Mitali Chitre (DIN: 09040978) was reappointed as Nominee Director (Non-Executive Director) of the Company for a period of three consecutive years with effect from July 02, 2024, pursuant to the Investment agreement dated May 25, 2021, between Baring Private Equity India AIF and the Company. The appointment of Mrs. Mitali Chitre (DIN: 09040978) as Nominee Director was regularised through Postal Ballot Process on June 26, 2024 for a period of three consecutive years with effect from July 02, 2024.

c) Mr. Sharad Jain (DIN: 06423452) ceased to be Non-Executive Independent Director of the Company upon completion of his second term of 5 (Five) years with effect from close of business hours on August 10, 2024.

d) Mr. Krishnavatar Khandelwal (DIN: 00075715) was appointed as Additional Director (Non-Executive Independent Director) of the Company w.e.f. September 30, 2024. His appointment as Non-Executive Independent Director of the Company was regularised through Extra Ordinary General Meeting by the shareholders of the Company on November 13, 2024.

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. Vikas Gupta (DIN: 00182241), 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 2024-25, 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) Regulation, 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, there was no change in Key Managerial Persons of your Company.

10. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES:

8 (Eight) 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 31, 2025, 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. Puja Mishra & 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 Act, the applicable Rules, and Regulation 19 of the SEBI LODR Regulations, 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%20Policy.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 Personal) 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) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) that the Directors 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;

d) the annual accounts have been prepared on a going concern basis;

e) that 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; and

f) that 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%20Policy.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:

a) 32,05,128 equity shares through Qualified Institutions Placement ("QIP") at an issue price of H 1,560/- per equity share (including a premium of H 1,550/- per equity share) aggregating to H 500 Crores on September 02, 2023. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue.

b) 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) 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, 2025, 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.

19. SECRETARIAL AUDITORS & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Puja Mishra & Co., Practicing Company Secretary for conducting Secretarial Audit of Company for the financial year 2024-25. The Secretarial Audit Report of the Company and Material Subsidiary i.e. PG Technoplast Private Limited is annexed with Board Report as ‘Annexure III. The Secretarial auditors report does not contain any qualification, reservation or adverse remarks. The auditors have also given a certificate of Non-Disqualification of Directors as on March 31, 2025, annexed with Board Report as ‘Annexure IV.

Further, 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, subject to approval of the Members at the ensuing AGM of the Company.

Accordingly, an Ordinary Resolution, proposing appointment of J B Bhave & Co, Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. S1999MH025400), as the Secretarial Auditors of the Company for a term of five consecutive years, forms part of the AGM Notice. J B Bhave & Co have given their written consent and confirmed their eligibility and qualification required under the Act and the SEBI Listing Regulations for holding the office as Secretarial Auditors of the Company.

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

20. COST AUDITORS:

The Board of Directors have appointed M/s IC & Associates, Cost Accountants, having Firm Registration Number: 001992, as Cost Auditors to audit the cost records of the financial year 2025-26 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.

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

As on March 31, 2025, your Company has 2 (Two) Wholly Owned Subsidiaries i.e. M/s PG Technoplast Private Limited and M/s PG Plastronics Private Limited. M/s PG Technoplast Private Limited is the Material Subsidiary of the Company including Wholly Owned Step-Down 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.

22. 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.

23. 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.

24. 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 2024-25.

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 availableatweb-linkhttps://pgel.in/assets/images/codes_ and_policies/Related_Party_Transactions_Policy.pdf.

25. 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.

26. 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 Post Ballot on June 26, 2024 approved subdivision/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 granted 1,41,000 (One Lakh Forty-One Thousand) Options on April 20, 2024 and 5,54,000 (Five Lakh Fifty-Four Thousand) Options on February 04, 2025 to the employees of the Company and its subsidiary company under the Scheme.

Further, your company allotted 71,599 (Seventy-One Thousand Five Hundred Ninety-Nine Only) Equity Shares of H 10/- each on May 22, 2024 and 6,56,000 (Six Lakh Fifty-Six Thousand Only) Equity Shares of H 1/- each on August 05, 2024 to the ‘PG Electroplast Limited Employees Welfare Trust under PG Electroplast Employees Stock Options Scheme - 2020.

In compliance with the requirements of the SEBI (SBEB & SE) Regulations), a certificate from auditors 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.

27. 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 2024-25.

The Vigil Mechanism or Whistle Blower Policy may be accessedatweb-linkhttps://pgel.in/assets/images/codes_ and_policies/VigilMechanismWhistleBlowerPolicy.pdf.

28. 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_2024-25.pdf.

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

(A) Conservation of Energy:

The key focus area in our operations is conservation of energy. We endeavor to conserve energy and continuously make efforts to optimize use of fuels, power & water. The following steps have been taken for conservation of energy:

a) The company, in an effort towards reducing the carbonfootprint,hasbegunsourcingitsrequired electricity from renewable sources. Your Company have entered into a power purchase agreement with a company to obtain at least 3.1 MW of solar energy for our manufacturing unit at Uttar Pradesh for a period of 25 years. Also have installed a 1.4 MW rooftop grid system solar panel at our Subsidiary in Maharashtra, and a 0.65 MW solar plant at our manufacturing facility in Maharashtra.

b) Installation of solar power systems is the major initiative to offset electricity consumption from fossil fuel-based grid sources. The renewable energy generated directly contributes to reducing indirect (Scope 2) emissions, lowering PGELs overall carbon footprint.

c) To reduce dependency on grid electricity and promote renewable energy adoption, the company has undertaken the installation of solar photovoltaic (PV) panels across its manufacturing units and office premises. These initiatives are expected to help the company lower energy costs and reiterate the companys commitment to sustainable development philosophy.

d) Transition to Compressed Natural Gas (CNG) vehicles for logistics and material movement operations. By replacing conventional diesel and petrol powered vehicles with CNG-powered alternatives, the Company has significantly lowered direct CO emissions and other harmful pollutants.

e) PGEL manufacturing sites has Zero Liquid Discharge (ZLD) units, recycling treated water for gardening, cooling, and cleaning. Rainwater harvesting and regular water quality monitoring are in place.

f) PGEL employs Air Pollution Control Devices (APCDs), mist cannons, and dust suppression systems in high-dust areas.

g) Real-time air quality monitoring is implemented across sites, and preventive maintenance ensures optimal functioning of control equipment.

h) The Company purchased several Injection Moulding Machines that use Servo-Hybrid Technologies which use 60% less power than older Injection Moulding Machines.

i) A turbo ventilation system has been installed on all roofs which has reduced the use of exhaust fans.

j) All streetlights & main machine flow highbay lights have been substituted for greener LED alternatives.

k) Shop floors which run manufacturing process have been transitioned to LED highbay lights which have further reduced the energy costs by about 60%.

l) The Company has installed variable frequency drivers in all electric motors which have helped sustain a lower power factor.

m) Using invertor technology to control the speed ofthecompressorsmotorintheACplantbetter temperature regulation has been achieved and has hence reduced energy consumption.

n) PGEL undertakes periodic energy audits, replaces outdated equipment with energy-efficient alternatives, installs LED lighting, and explores renewable energy procurement.

o) PGEL is adopting cleaner production technologies, increasing energy efficiency, and exploring renewable energy integration. The main goal behind all the initiatives is to promote a safe, healthy and green work environment by adopting efficient technologies.

(B) Technology absorption:

In striving for continuous excellence in technology and best quality products, several initiatives have been taken: a) With over 500 advanced molding machines ranging from 90T to 2100T across various geographies, the company specializes in developing small, medium and large high-precision surface critical injection moulded components and offers a number of specialized post-moulding operations such as painting, welding and printing to meet customer needs.

b) PGELs sheet metal stamping machines are fully automated, ensuring top-tier quality, competitive pricing, advanced technology, and on-time delivery. The manufacturing facilities in Ahmednagar and Bhiwadi has over 60 press stamping machines, ranging from 80T to 450T.

c) PGELs SMT lines & wave soldering machines are equipped to handle both RoHS & Non-RoHS assemblies, with 3D SPI and AOI inspection. Our processes & operations conform to ISO standards, assuring adherence to the highest industry benchmarks.

d) PGELs state-of-the-art PU painting and powder coating facility provide superior surface finishes for various parts, shapes, and sizes. The fully automated facilities handle diverse painting and coating needs.

e) With technology from Hoti (Xiamen) Plumbing Inc, the company added a PU paint shop and a UF thermoset moulding seat facility, giving it new manufacturing capabilities.

f) The bigger moulding machines on the shop floors have been fitted with an automatic conveyor line, thereby reducing production cost while enhancing product quality.

g) PGELs toolroom can manufacture tools ranging from 90T to 1450T. The complete range of services from tool design to tool manufacturing and injection molding under one roof makes PGEL a complete tooling solutions provider.

h) New Blow Moulding, Insert Moulding and 2K Moulding Equipment has also been installed.

i) Additional PCB & SMT assembly-cum-automation machines have been purchased thereby increasing production capacity.

j) Industrial robots are being installed on injection moulding machines which reduces manpower cost.

k) Injection moulding machines with servo drive technology have been added to the manufacturing facilities.

l) PGEL has installed local exhaust ventilation and fume extraction systems in critical areas.

These initiatives will help the Company to manufacture cheaper and more durable products.

(C) 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: (Rs in Lakhs)

Particulars	2024-25	2023-24
Foreign Earnings	169.49	300.19
Foreign Outgo	22853.86	19,987.78

30. 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.

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

The Nomination & Remuneration Committee on April 05, 2025 allotted 2,53,000 (Two Lakh Fifty-Three Thousand 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 May 12, 2025, recommended the payment of a final dividend @25% i.e. H 0.25 per equity share of the Company.

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.

The Nomination & Remuneration Committee on May 12, 2025, allotted 24,000 (Twenty-Four Thousand 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 May 12, 2025, and Shareholders through Post Ballot on June 27, 2025, approved reappointment of Mr. Anurag Gupta (DIN:00184361) as Chairman and Whole Time Director of the company for a term of three years w.e.f. July 15, 2025.

The Nomination & Remuneration Committee on August 08, 2025, allotted 7,05,000 (Seven Lakh Five Thousand Only) Equity Shares of H 1/- each to the ‘PG Electroplast

Limited Employees Welfare Trust under PG Electroplast Employees Stock Options Scheme - 2020.

Except for the details mentioned above, there is no material change and commitment occurred between March 31, 2025, and the date of this report, which may affect the financial position of the Company.

32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:

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

33. 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

34. 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.

35. 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.

36. 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 extended 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 co-operation. 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
Date: August 29, 2025
Place: Greater Noida
	Sd/-	Sd/-
	Anurag Gupta	Vikas Gupta
	Chairman	MD-Operations
	DIN: 00184361	DIN: 00182241