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

1. FINANCIAL RESULTS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. TRANSFER TO RESERVE:

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

5. DIVIDEND:

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

The Dividend recommendation is in accordance with
the Company's Dividend Distribution Policy. The said
policy is available on the Company's website and can be
accessed athttps://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 and
Air Coolers. The Company considers its ability to evolve
and address the needs of our marquee customer base as
a key factor in the growth of our business.

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

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

PGEL is the largest manufacturer of Room Air Conditioner
CBUs in India. We offer comprehensive ODM and OEM
solutions for window and split ACs. Our state-of-the-art
manufacturing facilities in Ahmednagar and Bhiwadi are
among the most backward integrated AC manufacturing
facilities in India. The 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 20 kg and
fully automatic washing machines in capacities ranging
from 6 kg to 14 kg with 5-star energy ratings from BEE.

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

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

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

Key business developments:

• PGEL's consolidated operating revenues grew
to H 5,288 crores. Meanwhile, PG Technoplast,

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

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

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

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

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

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

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

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

• In a landmark move to strengthen India's

manufacturing ecosystem, Next Generation

Manufacturers, PG Electroplast step-down

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

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

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

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

• PGEL have finally begun building the rotary
compressor facility at Supa, with a Phase 1 capacity
of 2 million units. Equipment installation is
underway and mass production is planned for the
fourth quarter of FY 2026-27.

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

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

Capital Expenditure Activities:

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

7. CREDIT RATING:

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

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

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

8. INVESTOR EDUCATION AND PROTECTION
FUND:

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

9. MANAGEMENT:

• Board of Directors:

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

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

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

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

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

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

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

(iii) Stock option details: N.A.

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

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

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

• Key Managerial Persons:

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

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

10. MEETINGS OF BOARD OF DIRECTORS & ITS
COMMITTEES:

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

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

11. BOARD EVALUATION AND FAMILIARIZATION
PROGRAMME:

The Nomination & Remuneration Committee has carried
out a formal annual evaluation of performance of the
Board itself through a structured questionnaire after
taking into consideration the various aspects of the
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 25, 2026, reviewed the
performance of chairman of the Board, Non-Independent
Directors and the Board as a whole and assessed the
quality, quantity and timeliness of flow of information
between the company management and the Board. They
expressed satisfaction over the said subject matter.

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

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

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

13. COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION:

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

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

14. REMUNERATION OF DIRECTORS AND
EMPLOYEES:

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

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

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the company at the end of the financial year and of
the profit and loss of the company for that period;

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

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

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

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

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

The establishment of an effective corporate governance
and internal control system is essential for sustainable
growth and long-term improvements in corporate value,
and accordingly your Company works to strengthen such
structures. Your Company has developed & implemented
a Risk Management framework for identification,
evaluating and management of risks, including the risks
which may threaten the existence of the Company. In line
with your 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://pgel.in/assets/images/codes and policies/
Risk%20Management%20Policv.pdf.

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

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

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

18. STATUTORY AUDITORS & THEIR REPORT:

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

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

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

19. SECRETARIAL AUDITORS & THEIR REPORT:

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

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

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

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

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

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

21. COST AUDITORS:

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

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

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

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

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

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

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

23. DEPOSITS:

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

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

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

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

are repetitive in nature and/or entered in ordinary
course of business and at 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/pdf/annual
returns/Annual Return 2025-26.pdF\.

26. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

Your Company has been constantly working towards
promoting education, including special education and
employment enhancing vocational skills and promoting
education and financial assistance to the children and
women of weaker sections of society including overall
development and upliftment. Your 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 linkhttps://pgel.in/assets/
images/codes and policies/CSR POLICY.pdf.

27. EMPLOYEES STOCK OPTION SCHEME:

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

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

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

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

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

In compliance with the requirements of the SEBI (SBEB
& SE) Regulations), a certificate from the Secretarial
Auditor confirming implementation of the Scheme in
accordance with the said regulations and 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 athttps://pgel.in/
assets/images/codes and policies/ESOP Scheme.pdf.

28. VIGIL MECHANISM:

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

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

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

29. ANNUAL RETURN:

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

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

Conservation of Energy and Technology Absorption:

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

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

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

Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows
during the year and the Foreign Exchange outgo during
the year in terms of actual outflows as under:

31. SIGNIFICANT & MATERIAL REGULATORY
ORDERS:

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

impacting the going concern status and Company's
operations in future.

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

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

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

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

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

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

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

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

The Board of Directors on August 06, 2026,

noted/approved:

a) Information received in relation to the

commencement of operations in the new

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

b) Information received in relation to the

commencement of operations in the new

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

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

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

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

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

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

33. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

The Directors extend their vote of thanks to the
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

Sd/- Sd/-

Anurag Gupta Vikas Gupta

Chairman MD-Operations

DIN: 00184361 DIN: 00182241