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:

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:

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:

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).

At the end of the year, the Company's 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. Sub-
division/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 Company's Dividend Distribution Policy. The said
policy is available on the Company's website and can be
accessed at https://pgel.in/assets/images/codes and
policies/DDPolicy.pdf.

6. STATE OF THE COMPANY'S 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, 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 product's 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:

• PGEL's consolidated operating revenues grew to
H 4,869 crores, with product business sales reaching
H 3,526 crores. Meanwhile, PG Technoplast, PGEL's
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 PGEL's growth across categories.

• Goodworth Electronics, PGEL's JV company,
achieved H 544 crores in sales, primarily in the
TV segment. Compared to PGEL's 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 PGEL's 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 Company's 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 Company's 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 Board's 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. COMPANY'S 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%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 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 Company's 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 Company's 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 Company's 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://Dqel.in/assets/imaqes/codes and policies/
Risk%20Manaqement%20Po[icv.DdF.

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 Auditor's 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 auditor's 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 Company's 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 arm's 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-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 Company's 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 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 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 shareholder's 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
company's 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
accessed at web-linkhttps://pgel.in/assets/images/codes
and policies/VigilMechanismWhistleBlowerPolicv.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
carbon footprint, has begun sourcing its required
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
PGEL's 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 company's 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 CO2 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
of the compressor's motor in the AC plant better
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) PGEL's 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) PGEL's 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) PGEL's 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) PGEL's 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:

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 Company's
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

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 Company's 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