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)

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 year's 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
Company's 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
Director's 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:

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 re¬
appointment 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. Company's 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 company's 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 individual's 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:

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

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 re¬
appointed 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 shareholder's approval for this appointment forms
part of the Notice.

14. Independent auditors' report

The Statutory Auditor's 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 Company's 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 arm's
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 arm's 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 Board's 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:

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 Company's
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
company's weblink https://www.pelgel.com/annual_returns.
html

31. Other Disclosures

• The Company's 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 Company's 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