Premier Explosives Ltd Directors Report

Dear Members

Your directors are pleased to present the 45^th annual report including the audited financial statements of your company for the year ended March 31, 2025.

1. Financial summary

(Rs. in lakhs)

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Profit / (Loss) for the year
Operating revenue	41745.23	27171.67	41745.23	27171.67
Other income	211.53	405.04	211.32	414.86
Total revenue	41956.76	27576.71	41956.55	27586.53
EBIDTA	5799.68	5850.31	5797.59	5848.96
% to Operating revenue	13.89%	21.53%	13.88%	21.53%
Profit / (Loss) before tax	3754.24	4024.65	3779.86	4061.74
Profit / (Loss) after tax	2855.26	2812.15	2873.33	2841.76
% to Total revenue	6.81%	10.20%	6.88%	10.30%
EPS (Rs.)	5.31	5.23	5.34	5.27
Appropriations
Retained earnings at beginning of the year	11960.57	9331.21	11948.93	9296.06
Profit / (Loss) for the year	2855.26	2812.15	2869.53	2835.66
Non-controlling interest
Dividend paid for previous year and tax thereon	(268.81)	(182.79)	(268.81)	(182.79)
Retained earnings at end of the year	14547.02	11960.57	14549.65	11948.93

2. State of affairs

The performance of the company in terms of Revenues has improved during the year 2024-25. Operating EBIDTA is Rs. 5799.68 as compared to Rs. 5850.31 lakhs and Profit before tax is Rs.3754.24 lakhs as compared to Rs. 4024.65 during previous year. Profit after tax stands at Rs.2855.26 lakhs as compared to Rs. 2812.15 lakhs for the year 2023-24. The Raw Material supplies and prices were stabilized during the year which will give positive impact in near future. Operations Production of detonators was 10.36 million pieces as against 11.55 million pieces in previous year. The Company has executed several orders in defence during the year

Operations & maintenance contracts at Sriharikota has been satisfactory during the Financial Year 2024-25.

The production of bulk explosives increased to 8557 tonnes from previous years 8522 tonnes.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs.995.58 lakhs on fixed assets, Rs.8.00 lakhs on right-of-use of asset and Rs.81.28 lakhs on intangible assets.

4. Dividend

The Board of Directors of your company, at their Meeting held on May 22, 2025, has recommended payment of Rs. 0.50/- (Rupees Fifty paise only) (25%) per equity share, as final dividend for the financial year ended March 31, 2025. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend on equity shares for the financial year 2024-25 would aggregate to Rs. 268.81 Lakhs.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Dividend Distribution Policy

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, your Company has adopted a Dividend Distribution Policy formulated by the Board specifying the financial parameters, factors and circumstances to be considered in determining the distribution of dividend to shareholders and / or retaining profits earned by the Company. The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders - https:// www.pelgel.com/codconcsr.html

5. Share capital and reserves

a) Stock Split

During the financial year under review, the existing equity shares of the company have undergone sub-division/ split, such that 1 (one) equity share having face value of Rs.10/- each, fully paid-up, was sub-divided/ split into 5 equity shares having face value of Rs. 2/- each, fully paid-up, ranking pari-passu in all respects with effect from June 21, 2024 ("Record Date"), pursuant to the approvals received from the shareholders of the company through postal ballot by way of remote e-voting on Saturday, May 25, 2024 (being the last date of remote e-voting).

b) Alteration of AOA and MOA of the company During the financial year under review, the Capital Clause

(Clause V) of the Memorandum of Association of the Company was altered/amended, pursuant to the split of face value of equity shares of the company from Rs. 10/- (Rupees Ten) each to Rs. 2/- (Rupees Two) each, through Postal Ballot process (Postal Ballot Notice dated April 19, 2024) by way of remote e-voting. The approval of the members was received on Saturday, May 25, 2024 (being last date of remote e-voting).

c) Share capital During the year under review, there is no change in the Share Capital of the Company, which stood at Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) equity shares having face value of Rs.2/- each and the paid up Share Capital of the Company as on March 31, 2025 was Rs.10,75,22,390/- divided into 5,37,61,195 equity shares of Rs.2/- each fully paid up, except stock split due to which the existing equity shares of the company have undergone sub-division/ split, such that 1 (one) equity share having face value of Rs.10/- each, fully paid-up, was sub-divided/ split into 5 equity shares having face value of Rs. 2/- each, fully paid-up, ranking pari-passu in all respects with effect from June 21, 2024 ("Record Date") Apart from the above, the company has not raised any funds or issued further shares in the form of equity during the financial year ended on March 31, 2025.

d) Transfer to Reserves The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

6. Deposits

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Change in the nature of business, if any

During the year, there was no change in the nature of business of the company.

Accidents at Peddakandukuru and Katepally Facilities

During the financial year, there was a fire accident on January 04, 2025 in one of the pyro technique manufacturing facility at Peddakandukuru plant, resulting in damage to the building and equipment. We are deeply saddened to report the loss of one person in this incident.

Subsequent to the date of financial statements, on April 29, 2025, a fire and explosion occurred in the propellant mixing building at our Katepally plant/facility, leading to significant structural and equipment damage and, most regrettably, the loss of four lives. The operations at the plant were temporarily paused to facilitate restoration of structures and replacement of equipment/machinery.

We extend our sincere condolences to the families of the deceased and have taken steps to support them. The safety and well-being of our employees remain our highest priority. Comprehensive internal investigations have been conducted, and we are reinforcing our safety protocols, training programs, and operational procedures to prevent recurrence of such incidents.

All affected assets were appropriately insured, and the Company has initiated claims under its insurance policies.

8. Material changes and commitments after the reporting period Other than above, there have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

9. Subsidiary companies, Jointly controlled entity and consolidated financial statements

a) PELNEXT Defence Systems Private Limited, a 100% subsidiary company

Incorporated on July 15, 2016 PELNEXT is expected to be operated as a special purpose vehicle in defence explosives business. The company incurred a net loss of Rs. 0.91 lakh during 2024-25 (Rs.0.90 lakh during 2023-24). As on 31st March, 2025, Premier Explosives Limited held 10,000 Equity shares in PELNEXT representing 100% of equity share capital.

b) Premier Wire Products Limited (PWPL), an 80% subsidiary company

PWPL was engaged in manufacture of Galvanised Iron (GI) Wire catering to the requirements of detonator-manufacturers, having its registered office at Secunderabad, Telangana. The Companys manufacturing facilities are located at Ramajipet, Yadadri Bhuvanagiri District of Telangana. Due to lower demand for GI wire from detonator-manufacturers, the company has sold major property, plant and equipment, dismantled building, terminated all the employees and intimated closure of factory to various authorities during the year 2021-22.

The company incurred a net profit before tax of Rs. 26.53 lakhs during the year ended March 31, 2025 and the company has accumulated profit of Rs. 15.91 lakhs as at March 31, 2025 (Revenue of Rs.Nil lakhs and Net Loss of Rs.3.07 lakhs during previous year). As on 31st March, 2025, Premier Explosives Limited held 52,00,000 Equity shares in PWPL representing 80% of their equity share capital.

c) Global Premier Limited, a 49% jointly controlled entity

The Registrar of Companies, Mumbai, on March 07, 2025 has duly approved the incorporation under the Companies Act, 2013, of GLOBAL PREMIER LIMITED, a joint venture company between Premier Explosives Limited (PEL) and Global Munition Limited, a subsidiary of NIBE Ordanance and Maritime Limited (NIBE Group Company) to manufacture Defence and Aerospace products.

d) Consolidated financial statements

Pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations, the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards, notified under the Act is attached to this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the company including consolidated financial statements and related information of the company and the financial statements of the subsidiaries, are available on the website of the company www.pelgel.com. Any Member desirous of obtaining copies of the said financial statements may write to the company at investors@pelgel.com These documents will also be available for inspection during business hours at the registered office of the Company.

Details of consolidated entities are given in the Annexure

1, Form AOC-1: Statement containing salient features of the financial statements of subsidiaries / associate companies / joint ventures.

10. Future outlook

The Company has received multiple Development Orders from Overseas Customers for design and development of propulsion systems for Guided Artillery rockets and SAM propulsion systems. We have also received further production orders for booster rockets and warheads for Loitering Munition/UAVs which were developed by the company earlier.

One of the thrust areas for your company is to successfully design and develop the new rocket and missile propulsion systems which will be followed_ by supply of bulk quantities for the production orders. The increase in export orders will be playing a major_part of our revenues in future business PEL is now not only diversifying its products but also taking on new challenges especially post OP-Sindoor. In addition to making countermeasures like Chaffs & Flares for the Air Force & Nipun Mines for the Indian Army, PEL in the current year has also embarked on taking on production of Canopy Severance System (CSS) for all fighter Planes of the Air Force. The company is working with complete professional adroitness & a penchant for exactitude to ensure that the right store is delivered at the right place and the right time to ensure that our defense forces live up to all challenges against our adversaries.

The operations in Bulk explosives division are also getting stabilized with the existing supplies order from Singareni and also new supply tender from Coal India in the month of July 2027 and also the cooling off the commodity / raw material prices.

11. Board matters

A. Directors Responsibility Statement pursuant to the provisions of Section 134 of the Companies Act, 2013- Your Board of Directors hereby confirms that: a) In the preparation of the annual accounts of the Company for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) the accounting policies selected were applied consistently and the judgments and estimates made 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 and loss of the company for the year ended on that date; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) adequate internal financial controls have been laid down, have been followed and have been operating effectively; f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Independent Directors of the company have registered their names in the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2024-25, seven (7) Board meetings were convened and held on 19^th April, 2024; 30^thMay, 2024; 18^th July, 2024; 30^th August, 2024; 11^th November, 2024; 11^th December, 2024 and 12^th February, 2025.

D. Board evaluation

Criteria and other details of Board evaluation have been provided in the Annexure -2, Report on Corporate Governance.

E. Directors and Key Managerial Personnel a. Directors

During the year under review, there were some changes in the Board of Directors and Key Managerial Personnel (KMPs) of the Company. The Composition of the Board of Directors as on 31.03.2025 is as under:

Name	Designation
Dr. Amarnath Gupta	Chairman, Non-Executive Non Independent Director
Mr. T.V. Chowdary	Managing Director
Mr. Y Durga Prasada Rao	Director-(Operations)
Dr.(Mrs.) Kailash Gupta	Non-Executive Non Independent Director
Dr. Narendra Kumar Nanda	Non-Executive Independent Director
Dr. Gnana Sekaran Venkatasamy	Non-Executive Independent Director
Mr. Ch Seshagiri Rao	Non-Executive Independent Director
Dr.(Mrs.) Kumuda Raghavan	Non-Executive Independent Director
Lt.Gen. P R Kumar (Retd.)	Non-Executive Independent Director
Mrs. Shonika Prasad	Non-Executive Non Independent Director

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 (‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a certificate from a Practicing Company Secretary is annexed as Annexure – 5 Independence of the Board:

The Board comprises of optimal number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are independent in terms of Regulations 16(1)(b) and 25 of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Act:

1. Dr. Narendra Kumar Nanda (DIN: 02455894)

2. Dr. Gnana Sekaran Venkatasamy (DIN: 02012032)

3. Mr. Ch Seshagiri Rao (DIN:10595215)

4. Dr.(Mrs.) Kumuda Raghavan (DIN:10698094)

5. Lt Gen. P R Kumar (Retd.) (DIN:07352541) All the abovenamed Directors have registered themselves with the Independent Directors Databank maintained by Indian Institute of Corporate Affairs (‘IICA) and are either exempted from or have complied with the requirements of online proficiency self-assessment test conducted by IICA. The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, proficiency, expertise and hold high standards of integrity.

b. Retirement by Rotation As per the provisions of the Companies Act, 2013 read with Companies (Qualifications and Appointment of Directors) Rules, 2014, Dr. Amarnath Gupta (DIN:00053985) Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The Board of Directors recommends his reappointment at Item No. 3 of the Notice convening 45^th Annual General Meeting of the Company for consideration of the shareholders along with brief details about him.

The disclosures as required pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard are given in the Notice convening 45^rd AGM, forming part of the Annual Report.

c. Cessation of Directors: During the financial year under review, Sri Prabhakar Ram Tripathi (DIN: 00376429), Sri Anil Kumar Mehta (DIN: 00040517), Sri K. Rama Rao (DIN: 02678860) and Dr. A Venkataraman (DIN: 02669952), Non-Executive Independent Directors of the Company have completed their second term on August 12, 2024 and accordingly ceased to be Independent Directors of the Company with effect from August 13, 2024.

Key Managerial Personnel (‘KMP):

During the year under review, Mr. Srihari Pakalapati has resigned as Chief Financial Officer w.e.f. September 30, 2024 and Mr. Vijay Kumar B.M has been appointed as the Chief Financial Officer w.e.f. November 11, 2024.

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mr. T.V. Chowdary, Managing Director, Mr. B.M. Vijay Kumar, Chief Financial Officer and Mrs. K. Jhansi Laxmi, Company Secretary.

F. Committees of the Board

As required under the Act, and the Listing Regulations, the Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

A detailed disclosure on the Board, its Committees, composition, brief terms of reference, and no of board and committee meetings held d and attendance of the directors at each meeting is provided in the Corporate Governance Report, a part of this Annual Report.

Pursuant to the Cessation of Sri P R Tripathi, Sri K. Rama Rao, Sri Anil Kumar Mehta and Dr. A. Venkataram, as Non-Executive Independent Directors of the Company, on completion of their second term of five consecutive years on August 12, 2024: i) The Audit Committee was re-constituted w.e.f.13.08.2024. The Audit Committee at present (w.e.f 13.08.2024) comprises of Dr. Narendra Kumar Nanda (Chairman-Independent Director), Mr. Ch. Seshagiri Rao (Member-Independent Director), Lt.Gen P R Kumar (Member-Independent Director) and Dr. Amarnath Gupta (Member-Non-Executive Non-Independent Director) as its Members. ii) the Nomination and Remuneration Committee was re-constituted w.e.f. 13.08.2024. The Nomination and Remuneration Committee at present (w.e.f.13.08.2024) comprises of Dr. V G Sekaran (Chairman-Independent Director), Mr. Ch. Seshagiri Rao (Member-Independent Director), Lt.Gen P R Kumar (Member-Independent Director) and Dr. Amarnath Gupta (Member-Non-Executive Non-Independent Director) as its Members iii) the Stakeholders Relationship Committee was re-consituted w.e.f.13.08.2024. The Stakeholders Relationship Committee at present (w.e.f. 13.08.2024) comprises of Lt.Gen P R Kumar (Chairman-Independent Director), Mr. Ch. Seshagiri Rao (Member-Independent Director), Mr. T V. Chowdary (Member-Managing Director) and Dr.(Mrs.) Kailash Gupta (Member-Non-Executive Director) iv) After the re-constitution of CSR Committee, presently, the Corporate Social Responsibility Committee comprises of three Members viz., Dr.(MRs.) Kumuda Raghavan (Chairman-Independent Director), Mr. T V. Chowdary (Member-Managing Director) and Dr.(Mrs.) Kailash Gupta (Member-Non-Executive Director)

G. Companys policy on appointment and remuneration of directors a) Criteria for appointment of directors Director must have relevant experience in finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to companys business.

Director should possess the highest personal and professional ethics, integrity and values.

Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities. Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as director and recommend to the Board his / her appointment or re-appointment. The committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.

While appointing an independent director, Nomination and Remuneration Committee shall consider the ‘independence of the person also in addition to the above. b) Policy on directors remuneration i. Policy The Company shall remunerate its directors, key managerial personnel, senior management, other employees and workers appropriately to retain and motivate them as well as to attract new talent when required. ii. Components of remuneration Remuneration package shall include fixed component for all employees and variable component to the extent desirable and practicable. iii. Fixed remuneration It shall be competitive and based on the individuals education, experience, responsibilities, performance, industry benchmark in the area, etc.

Fixed remuneration shall comprise of basic salary and other allowances like house rent allowance, conveyance allowance, etc. which are calculated as certain % of basic salary. iv. Variable remuneration It is paid to encourage the employees to achieve set targets and variable remuneration shall be determined on the following basis:

Category	Nature	Basis of variable remuneration
Whole time Directors	Commission	X% of Profit in a year during the contract period (% as recommended by Board and approved by Shareholders.
Management Team
(CFO, Company Secretary,	Profit sharing bonus	X% of Profit divided among them in proportion of their basic salary (% as decided by Committee of Whole time Directors)
President, Vice President, GM)
Officers (Below GM level)	Profit sharing bonus	X% of Profit divided among them in proportion of their basic salary.(Minimum period of services and other conditions for eligibility are decided by Committee of Whole time Directors)
Staff and Workers	Production incentive	Quantity of production, as per the Wage Agreement revised every 3 years at Peddakandukuru (Those who are engaged in production and allied activities are eligible.

v. Statutory benefits

Employee benefits like Contribution to Provident Fund, Gratuity, Bonus, Employees State Insurance, Workmen Compensation, etc. shall be provided to all eligible employees as per the respective Acts. vi. Perquisites and other benefits

Perquisite	Amount
Reimbursement of medical expenses for self and family / Medical allowance	Up to one month basic salary in a year to whom ESI is not applicable
Mediclaim and personal accident insurance	Reasonable coverage to whom ESI is not applicable
Leave travel allowance	Workers - as per wage agreement
Use of Company car with driver or reimbursement of driver salary, fuel, maintenance and insurance	For Directors-as recommended by Board and approved by Shareholders
Telephone at home, Club fee Gas, electricity, water, servant, security, gardener and soft furnishing.(Up to 10% of basic salary)	For Management team-as approved by Committee of Whole time Directors

vii. Increments

Increments are made taking into account the individual performance, inflation and company performance.

Workers are given Variable Dearness Allowance as per Consumer Price Index semi-annually on 1st of April and 1st of October.

Wages of workers at Peddakandukuru are revised every 3 years as per the agreement between the management and unions.

Increments of other employees are made effective 1st April every year, as approved by Committee of Whole time Directors upon recommendation of heads of departments.

Mid-year increments are given in exceptional cases, as approved by the Managing Director, upon recommendation of concerned director and head of department. viii. Remuneration to Independent and Non-Executive Directors Remuneration / Commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder and the Listing Regulations, for the time being in force and shall be entitled to such sitting fee in respect of the Board and Committee meetings attended, at the rates approved by the Board and within the applicable provisions of the Companies Act, 2013. ix. Service contracts, notice period and severance fees: Executive directors have entered into a service contracts with the company. The tenure of the contract is three/five years. Reappointment is done by the Board based on the recommendation of the Nomination and Remuneration Committee. Notice period is as mutually agreed between the director and the Board.

None of the directors is eligible for severance pay.

H. Formal annual evaluation by the Board

The Board has evaluated its own performance and of individual directors. The details as required u/s 134(3) (p) of the Companies Act, 2013, are mentioned in the Annexure 2: Report on Corporate Governance.

12. Transfer of shares and unclaimed dividend to Investor Education and Protection Fund (IEPF)

During the year under review, your Company transferred unclaimed dividend amount of Rs.5,07,522.00 (pertaining to interim dividend for the financial year 2016-17) lying with the Company for a period of seven years to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013. As required under Section 124 of the Companies Act, 2013, your Company had to transfer during the year 30,290 shares to IEPF Authority, in respect of which dividend had remained unclaimed for a consecutive period of 7 years. Details of the shares transferred to IEPF Authority have been uploaded on website of the Company.

13. Auditors

a) Independent Auditors

The Members of the Company at the 42^nd Annual General Meeting held on September 16, 2022 had re-appointed M/s. Majeti & Co., Chartered Accountants, (Firm Registration No 015975S) as the Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of 42^nd AGM till the conclusion of 47^th AGM.

b) Internal Auditor In terms of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. R S N L & Associates, Chartered Accountants, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2025-2026. c) Cost Auditor

The Company has maintained cost records for relevant products prescribed by the Central Government under the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. These records have been audited by M/s. S.S.Zanwar & Associates, Cost Accountants during the financial year 2024-25.

The Board of Directors of the Company, on the recommendations of the Audit Committee, have reappointed M/s S. S. Zanwar & Associates, Cost Accountants, as the Cost Auditors of the Company to conduct the audit of the cost records of certain products for the financial year for 2025-26 and M/s. SS Zanwar & Associates, Cost Accountants being eligible have consented to act as the Cost Auditors of the Company for the financial year 2025-26.. As per the provisions of Section 148(3) of the Companies Act, 2013, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors remuneration is being placed before the Members for their ratification.

d) Secretarial auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on August 12, 2025 appointed M/s. K.V.C. Reddy & Associates, Company Secretaries, Hyderabad, as Secretarial Auditor of the Company, to conduct the secretarial audit of the Company for a term of five consecutive financial years commencing from financial year 2025-26 till financial year 2029-30, at such remuneration as may be determined by the Board of Directors of the Company. Pursuant to SEBI Notification dated December 12, 2024, the resolution seeking shareholders approval for this appointment forms part of the Notice.

14. Independent auditors report

The Statutory Auditors report to the Members on the standalone and consolidated financial statement of the Company for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or any disclaimer.

Reporting of fraud During the year under review, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

15. Credit Rating

During the year under review, ICRA Limited has retained and assigned the following ratings for Long Term and Short Term Bank facilities of the Company: a) Long Term Rating - ‘[ICRA] BBB+ (Stable) b) Short Term Rating – ‘[ICRA] A2

16. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

17. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of your Company for the financial year 2024-25 forms part of this Annual Report as required under Regulation 24(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure – 11 and Companys weblink - https://www.pelgel.com/brsr.html

18. Corporate governance

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. a separate report on Corporate Governance along with the Auditors Certificate on its compliance with the corporate governance requirements is annexed herewith as Annexure – 2, Auditors Certificate as

Annexure-3 and CEO & CFO Certificate as Annexure-4 to this Report.

19. Secretarial audit report

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, the Board has appointed K.V.C. Reddy & Associates, Company Secretaries, Hyderabad as Secretarial Auditor, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure-6. There are no qualifications, observations or adverse remarks, or disclaimers in the said report.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. K.V. Chalama Reddy, K.V.C. Reddy & Associates, Company Secretaries, Hyderabad has been submitted to the Stock Exchanges within the specified time.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- 7 to this Report.

21. Particulars of loans, guarantees or investments in terms of section 186 of the Companies Act, 2013 Your company a) has not given any loan to any person or other body corporate other than usual advances for supply of materials and services b) has not given any guarantee or provide security in connection with a loan to any other body corporate or person and c) has not acquired the securities of any other body corporate by way of subscription, purchase or otherwise, exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

22. Particulars of contracts or arrangements with related parties All related party transactions entered by the Company during the financial year 2024-25 with related parties were on arms length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for related party transactions which are of repetitive nature and entered in the ordinary course of business and are on an arms length basis. There were no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2025 in prescribed Form AOC-2 is annexed herewith as Annexure – 8 to this Report. The details of the transactions with related parties were also provided in the notes to the financial statements.

23. Risk management policy

Your company recognizes Risk Management as a very important part of business and has kept in place necessary policies, procedures and mechanisms. The company proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten the operations and resources of the company. The Risk Management Policy of the company is available at the link http://www.pelgel.com/prm.htm.

24. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a Whistle Blower policy has been established. The policy is available at the website link http:// www.pelgel.com/pwb.htm.

25. Corporate social responsibility (CSR) activities

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Boards Report as Annexure - 9.

26. Prevention of Sexual Harassment (POSH) Policy

Your Company has formulated an anti harassment policy to ensure safe working environment. The Internal Complaints Committee as provided in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is duly constituted by the Company to redress complaints received regarding sexual harassment. The Company has not received any complaints during the_year. The Company regularly conducts awareness programs for its employees.

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

S. No.	Particulars	Status of the No. of complaints received and disposed of
1.	Number of complaints of sexual harassment received during the year	Nil
2.	Number of Complaints disposed off during the year	Not Applicable
3.	Number of cases pending for more than ninety days	Not Applicable
4.	Number of workshops or awareness programmes against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5.	Nature of action taken by the employer or district officer	Not Applicable

27. Maternity Benefit

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no compliant has been received by the Company from any of the employee in this regard during the year under review

28. Disclosure of significant and material orders passed by regulators etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 During the year under review, there were no significant or material order(s) passed by the Regulators /Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, there is no application/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial Institutions.

29. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014 Your company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the 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 the accounting records, and aid in the timely preparation of reliable financial statements.

30. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the companys weblink https://www.pelgel.com/annualfireturns. html

31. Other Disclosures

• The Companys equity shares were not suspended from trading during the year under review due to corporate actions or any other reasons.

• There were no revisions to the financial statements and Directors Report during the year under review.

• Specific details required under Section 134 of the Act and the Rules made thereunder, applicable to the Company, have been provided in this report where applicable.

• There were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

32. Remuneration of directors and employees and related disclosures Remuneration is paid to directors and employees in accordance with the remuneration policy of the company and applicable statutory provisions. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure-10 to this Report.

33. Listing on stock exchanges

The Companys Equity shares are listed on BSE Limited(Scrip Code: 526247) and the National Stock Exchange of India Limited(Scrip Code: PREMEXPLN) and the Listing Fees has been paid to them up to date.

34. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

35. Acknowledgements

Your directors place on record their appreciation of the continued support and cooperation received from all employees, customers, suppliers, financial institutions, banks, Government of India and various regulatory authorities, members and other business associates during the year under review.

	For and on behalf of the Board
	Dr. A.N. Gupta	T.V. Chowdary
Secunderabad	Chairman	Managing Director
12.08.2025	DIN:00053985	DIN: 00054220