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You can view full text of the latest Director's Report for the company.

BSE: 517258ISIN: INE143C01024INDUSTRY: Telecom Equipments & Accessories

BSE   ` 237.30   Open: 237.30   Today's Range 237.30
237.30
+4.65 (+ 1.96 %) Prev Close: 232.65 52 Week Range 85.50
253.20
Year End :2025-03 

Your Directors have pleasure in presenting the 46thAnnual Report on the business and operations of Precision
Electronics Limited [("the Company" or ("PEL")] along with the Audited Statements of Accounts for the Financial
Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards
("Ind AS") notified under section 133 of The Companies Act, 2013 ("the Act"), read with rule 7 of The Companies
(Accounts) Rules, 2014 ("the Accounts Rules").

Pursuant to and in compliance with the provisions of section 134(3) read with rule 8 of the Accounts Rules, the financial
performance of the Company for the Financial Year ended on March 31, 2025, is summarized below:

PARTICULARS

CURRENTYEAR
(FY 2024-25)

PREVIOUS YEAR
(FY 2023-24)

Revenue*

4748.38

4764.39

Profit before Depreciation, Interest, & Tax

364.52

377.30

Depreciation

87.59

49.44

Finance Cost

258.12

216.09

Exceptional items

-

-

Net profit before Tax

18.81

111.77

Provision for Tax

76.46

(33.96)

Net profit after tax

(57.64)

145.74

*Revenue is net of Goods and Services Tax.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material change(s) and commitment(s), except elsewhere provided in this report, affecting the
financial position of the Company between the end of the financial year of the Company i.e. March 31, 2025, and the
date of this report. However, the Company has substantial orders in hand for execution in the financial year 2025-26. In
this regard, appropriate disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been duly made. As a result, the Company anticipates revenue growth exceeding 50% in the
current financial year, which is likely to necessitate mobilization of additional financial resources.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year ended on March 31,
2025.

DIVIDEND

On account of the loss after tax reported by the Company, no dividend is recommended for the financial year under
review (previous year nil).

TRANSFER TO RESERVES

Details of the amount which the Company carries to reserves are provided in Note No. 18 to the Financial Statements.
OPERATIONAL HIGHLIGHTS AND STATE OF THE COMPANY'S AFFAIRS

Overall revenue of the Company for the year ended March 31, 2025, was recorded at about Rs. 4748.38 lakh with a Profit
before Tax (PBT) of Rs. 18.81 lakh as compared to the previous Financial Year 2023-24 revenue of Rs. 4764.39 lakh and
PBT of Rs. 111.77 lakh respectively.

As a strategy, your Company has been working over the past few years to increase the share of manufacturing business

as a percentage of our revenues to bring in stability and predictability in our operations and cash flow. This has
resulted in the introduction of business lines that are different than the traditional ones, wherein the core revenue
stream was reported under Telecom and Infra services. The current business lines have been detailed in our earlier
reports. The segment reporting of the Company has accordingly been altered for a more meaningful representation in
a single segment as per IND AS-108 on segment reporting during the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(I) INDUSTRY STRUCTURE AND DEVELOPMENTS

A. MAKE IN INDIA: The Indian Ministry of Defence and the Ministry of Home Affairs are increasingly
procuring Indian products and technologies when it comes to Small Arms, Electro-Optics, Military
Communications, Drones, and Anti-Drones. The recipients of the Ministry of Defence contracts are also
typically finding success in Export markets. PEL's Tactical Infrastructure solutions and/or
Manufacturing solutions are already in the Supply Chain of several such Original Equipment
Manufacturers.

B. DEFENCE MANUFACTURING: The market for the manufacturing of articles that require a Defence
Industrial license has greatly risen in India and is highly relevant for Defence Exports as well. GOI aims to
triple annual defence production to Rs. 3Lakh Cr and double the exports to Rs. 50,000 Cr by 2028-29. In
addition, it has set a goal of 70% self-sufficiency in weaponry by 2027. Ministry of Defence and Ministry
of External Affairs are supporting Indian Exporters via their Embassies in 45 targeted countries to
provide a Government umbrella for lead generation, evaluation, and contract closure. PEL was one of the
earliest recipients of two (2) Defence Industrial Licenses.

C. DRONE & ANTI-DRONE MARKET: Modern warfare globally utilizes Drones and Anti-Drones in a
major way. Not only Militaries but also Homeland Security and Critical Infrastructures are mandatorily
required to protect themselves from rogue Drones, thereby creating a need for PEL's Tactical
Infrastructure products. Our ever-enhancing product range of Masts, Tripods, and Pedestals is most
relevant for Drones (mid-long range) as well as Anti-Drones of all types.

D. AGILE INFRASTRUCTURE: As a one-stop shop for Telescopic Masts, Tripods, Pedestals, Power
Electronics, and Active Interconnectivity, PEL provides innovative turnkey solutions for Border Forces,
Police Forces, Critical Infrastructures, Military, 4G/5G Cellular, Disaster Management and the
Construction industry. PEL is recognized as a Center of Excellence in India for Tactical Infrastructure and
is frequently sought after by end-users to provide feasibility and develop solutions for emerging use
cases.

E. ALTERNATE TO CHINA SOURCING: Western countries are looking for non-Chinese sources in the
Supply Chain of the solutions they are procuring, and this has opened up several opportunities for PEL
for Manufacturing Services for Mechanics and Electro-Mechanics.

(II) SEGMENT-WISE OUTLOOK

The Company has structured its revenue streams as follows:

A. Manufacturing: This segment consists of all the items that are manufactured in-house viz, Masts,
Pedestals, Machined parts, Electronic equipment, etc. This is the focus segment of the Company and the
revenue has seen an increase from about Rs. 2089 lakh in FY 2023-24 to Rs. 3400 lakh in FY 2024-25, a
growth of about 61%. A similar growth is projected to be maintained in the current FY 2025-26 with a
robust order in hand and expansion of production capacity.

B. Service: This segment consists of Engineering Services that are inclusive of SITIC (Supply, Install, Test,
Integrate, and Commission) and Warranty & AMC support on behalf of foreign and local customers. This
segment targets large Domestic/ Foreign Original Equipment Manufacturers and Domestic/ Foreign
Systems Integrators that require in-country support for highly sophisticated technologies and represents
about 10% of overall revenues.

(III) SWOT ANALYSIS
STRENGTHS

1. 46 years of TRUST built in the industry

2. PEL products deployed PAN-India in National Telecom Networks and Defence/ Paramilitary Forces

3. Licenses, Approvals, and Clearances from Govt/ Institutional/ Export customers in place
WEAKNESSES

1. Shortage of high-quality talent as well as a vendor ecosystem to deliver MIL grade materials in smaller
lots and timelines;

2. PEL brand is relatively unknown in the US/ Europe, which has the lion's share of the Global market of
Tactical Infra and Manufacturing.

OPPORTUNITIES

1. MAKE IN INDIA in the Indian Aerospace & Defence sector, creating opportunities for Indian
Manufacturers;

2. Focus of Indian Government on Defence & Telecom Exports;

3. The current geopolitical situation has enhanced the demand for defence/security products;

4. China 1 OR "Other than China" continues to be an opportunity for Indian products.

THREATS

1. Geopolitical volatility could negatively influence India's exports;

2. Input costs may increase due to disruptions in the supply chain;

3. Availability of Capital needed to quickly scale.

(IV) INTERNAL FINANCIAL CONTROL & OTHERS

The Company has in place adequate Internal Financial Controls ("IFC") with reference to financial statements,
and such internal financial controls are operating effectively. Your company has adopted 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 competence of
the accounting records, and timely preparation of reliable financial disclosures.

Based on this evaluation, no significant events had come to notice during the Financial Year ended on March 31,
2025, that have materially affected or are reasonably likely to materially affect our IFC. The management has also
come to a conclusion that the IFC and other financial reporting was effective during the Financial Year ended on
March 31, 2025, and is adequate considering the business operations of the Company.

(VI) HUMAN RESOURCE DEVELOPMENT

Your Company believes that employees are the most valuable assets of an organization and the optimum
utilization of the skill, knowledge, and attitude they possess is instrumental to the growth of the organization.
Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork, and a performance-driven
culture. The focus has been on creating reserves through cross-functional and interdisciplinary exposure at all
levels to ensure redundancy and robustness in the organization. The total number of employees of the Company
as on 31st March 2025 stood at 112. .

(VII) SIGNIFICANT KEY FINANCIAL RATIOS
Ratio Analysis (2024-25)

Sl.

Particulars

FY 2024-25

FY 2023-24

REMARKS

No.

1

Debt Service Coverage Ratio

1.02

1.31

Due to decrease in margins

2

Return on Equity Ratio

(0.05)

0.10

Due to decrease in margins

3

Inventory Turnover Ratio

1.60

1.93

The company is managing its inventory
efficiently indicating that the company is
selling the goods quickly.

4

Receivables turnover

3.82

3.65

The company is managing its debtors
effectively.

5

Net Profit Margin Ratio (%)

(1.41)

3.11

Due to decrease in margins

6

Return on Capital Employed

0.06

0.13

Due to decrease in margins

7

Return on Investment (%)

4.28

7.44

Due to decrease in margins

DEPOSITS

The Company has not invited or accepted any deposits during the year under review, falling within the ambit of
section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposit) Rules, 2014.

SHARE CAPITAL

The Company's Authorised share capital during the financial year ended March 31, 2025, remained at Rs.
20,00,00,000/- (Rupees Twenty Crores only). The paid-up share capital of the Company is Rs. 13,84,87,620/- (Rupees
Thirteen Crore Eighty-Four Lakhs Eighty-Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512
fully paid-up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited
equity shares.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions (RPTs) entered into by the Company were approved by the
audit committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained
for related party transactions which are of a repetitive nature and entered in the ordinary course of business and on an
arm's length basis, except for the remuneration of the Managing Director and the Whole Time Director, which were
subsequently ratified by the Audit Committee.

Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") states that all RPTs with an aggregate value exceeding Rs. 1000 crore or 10%
of annual consolidated turnover of the Company as per the last audited financial statements of the Company,
whichever is lower, shall be treated as Material Related Party Transaction ("MRPTs") and shall require approval of
shareholders by means of ordinary resolution. The Company has obtained the approval of shareholders for entering
into MRPTs, with Victura Technologies Private Limited (formerly known as Victora Auto Private Limited) and Victora
Automotive Pvt. Ltd., to be entered during the financial year 2024-25.

The related party transaction policy of the Company can be accessed on the Company's website at www.pel-india.in.

Details of related party transactions entered into by the Company have been disclosed in the notes to statements
forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year under review, there was no transaction of loan, guarantee or investment by the Company within the
ambit of Section 186 of the Act.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any subsidiary/ joint venture/ associate company. Further, no Company has become or
ceased to be a subsidiary/joint venture/associate company of the Company during the year under review. Hence,
Form AOC-1 containing salient features of the subsidiary/joint venture/associate Company is not required.

DISCLOSURE OF AGREEMENTS ENTERED BETWEEN THE COMPANY AND ITS SHAREHOLDERS/
PROMOTERS/DIRECTORS/KMP

As per Regulation 30A read with clause 5A to para A of part A of Schedule III of Listing Regulations, the Company has
not entered into any agreement with its Shareholders, Directors, or KMPs during the financial year which would
impact the management or control of the listed entity.

DETAILS OF DEVELOPMENTS, ACQUISITIONS, AND ASSIGNMENTS OF MATERIAL INTELLECTUAL
PROPERTY RIGHTS

During the period under review, the company has not made any developments, acquisitions, or assignments in respect
of any material intellectual property rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company recognizes the benefits of having a diverse Board, and increasing diversity at the Board level is viewed
as an essential element in maintaining a competitive advantage. Your Company believes that a diverse Board will
leverage differences in thought, perspective, knowledge, skill, industry experience, cultural and geographical
backgrounds, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contributes towards driving business results, making corporate
governance more effective, enhancing quality and responsible decision-making capability, ensuring sustainable
development, and enhancing the reputation of the Company.

Board of Directors:

1. On the recommendations of Nomination and Remuneration Committee ("NRC"), the Board, subject to the
approval of the shareholders, has approved the appointment of Mr. Deepto Roy as an Additional Director in the
category of Independent Director for a second term of 5 years, w.e.f May 2, 2024 due to completion of his first
tenure as on May 1, 2024. Subsequently, the shareholders of the Company by way of postal ballot on June 30,
2024, approved his appointment as an Independent Director of the Company for a second term of 5 years w.e.f
May 2, 2024.

2. The term of appointment of Mr. Ashok Kumar Kanodia as Managing Director has come to an end on August 13,
2024, and he wishes to step down from the position of Managing Director. Thus, on the recommendations of
NRC, the Board, subject to the approval of the shareholders, has approved his appointment as Whole Time
Director to be designated as "Executive Chairman" of the Company w.e.f. August 14, 2024, for a term of 3 years.
Subsequently, the shareholders of the Company at the 45th Annual General Meeting held on September 24,
2024, approved his appointment as an Executive Chairman of the Company w.e.f. August 14, 2024, for a term of
3 years.

3. The term of appointment of Mr. Nikhil Kanodia as Whole Time Director cum President had come to an end on
August 11, 2024 and pursuant to succession plan and pursuant to recommendations of NRC, the Board, subject
to the approval of the shareholders, has approved his appointment as Managing Director w.e.f August 12, 2024
for a term of 5 years. Subsequently, the shareholders of the Company at the 45th Annual General Meeting held
on September 24, 2024, approved his appointment as a Managing Director of the Company w.e.f. August 12,
2024, for a term of 5 years.

4. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the
appointment of Mr. Dinesh Kumar Batra as an Additional Director in the category of Independent Director for a
term of consecutive 5 years, w.e.f. August 7, 2024. Subsequently, the shareholders of the Company at 45th
Annual General Meeting held on September 24, 2024, approved his appointment as an Independent Director of
the Company w.e.f. August 7, 2024, for a term of 5 years.

5. Lt. Gen. (Dr.) Rajesh Pant (Retd.) resigned from the position of Non-Executive Director cum Chairman of the
Company w.e.f close of business hours of August 13, 2024. The Board in its meeting held on August 7, 2024,
places on record its deep appreciation for the contributions and guidance provided by him during his tenure
with the Company.

6. Mr. Sharvan Kumar Kataria (DIN: 03399949) ceased from the position of Non-Executive Independent Director
of the Company, consequent to the completion of his second term of five (5) consecutive years with effect from
September 25, 2024. The Board places on record its deep appreciation for the contributions and guidance
provided by him during his tenure with the Company.

7. Mr. Suresh Vyas (DIN: 00085571) resigned from the position of Non-Executive Independent Director of the
Company w.e.f. close of business hours of November 13, 2024. The Board, in its meeting held on November 13,
2024, places on record its deep appreciation for the contributions and guidance provided by him during his
tenure with the Company.

8. Mr. Rahul Goenka (DIN: 00002440) resigned from the position of Non-Executive Director of the Company w.e.f.
close of business hours of November 13, 2024. The Board in its meeting held on November 13, 2024, places on
record its deep appreciation for the contributions and guidance provided by him during his tenure with the
Company.

9. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the re¬
appointment of Ms. Preeti Grover (DIN: 00128513) as an Independent Director for her second consecutive term
of 5 years, w.e.f. September 24, 2025.

The Board recommends the confirmation of appointment of Mr. Dinesh Kumar Batra (DIN: 08773363) as an
Independent Director of the Company by way of a Special Resolution in accordance with Regulation 25(2A) of the
Listing Regulations and re-appointment of Ms. Preeti Grover (DIN: 00128513) as an Independent Director for her
second term of consecutive 5 years, w.e.f. September 24, 2025.

Retirement by Rotation:

In accordance with the provisions of section 152 of the Act, Mr. Harbir Singh Banga (DIN: 05313332), is retiring by
rotation at the ensuing AGM of the Company and is eligible for re-appointment. Your Board recommends the re¬
appointment of Mr. Harbir Singh Banga as Director of the Company.

The particulars in respect of Mr. Harbir Singh Banga (DIN: 05313332), Ms. Preeti Grover (DIN: (DIN: 00128513), and
Mr. Dinesh Kumar Batra, as required under Regulation 36(3) of Listing Regulations and Secretarial Standards - 2, are
mentioned in the notice of AGM.

Key Managerial Personnel ('KMP'):

In compliance with the provisions of sections 2(51) and 203 of the Act, the following are the KMP as on March 31, 2025:

1. Mr. Ashok Kumar Kanodia, Executive Chairman

2. Mr. Nikhil Kanodia, Managing Director

3. Ms. Veenita Khurana, Company Secretary* (Ceased w.e.f. June 30, 2025)

Mr. Jagjit Singh Chopra, Chief Financial Officer, has resigned w.e.f. March 9, 2025 and ceased to be the KMP of the
Company.

*After closer of the period under review, Ms. Veenita Khurana, Company Secretary cum Compliance Officer, has
resigned w.e.f. June 30, 2025 and ceased to be the KMP of the Company.

On the Recommendation of NRC, the board has appointed Mr. Manmohan Singh, as a Chief Financial Officer of the
Company w.e.f. May 30, 2025.

On the recommendations of NRC, the board appointed Mr. Punit Amarpalsingh Bajaj, as Company Secretary cum
Compliance Officer of the Company w.e.f. August 6, 2025.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the performance of the Directors
individually as well as the evaluation of the various committees of the Board, forming part of the Corporate
Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors that they, respectively, meet the
criteria of independence prescribed under section 149 read with schedule IV of the Act and rules made thereunder, as
well as Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received, the Board considered
the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill
the criteria of independence and are independent from the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency, in
terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms
of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, all Independent Directors have enrolled themselves on the Independent Directors databank maintained
with the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 4 (four) times during the period under review. The details of the number of meetings of the
Board and various committees of the Board of the Company are set out in the Corporate Governance Report, which
forms part of this report.

SECRETARIAL STANDARDS:

The Directors state that the applicable secretarial standards, i.e. SS-1 and SS-2, relating to meetings of the Board of
Directors and General Meetings have been duly followed by the Company.

REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act and part D of schedule II of the Listing Regulations, the
policy on nomination and remuneration of Directors, KMPs, and senior management of your Company is uploaded on
the website of the Company and may be accessed at www.pel-india.in. During the year under review, there has been
no change to the policy.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures
relating to remuneration and other details, is annexed as Annexure A to this Report.

STATUTORY AUDITORS

In terms of Section 139 of the Act, read with rules made thereunder, M/s Nemani Garg Agarwal & Co., Chartered
Accountants, were appointed as Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of the 43rd AGM till the conclusion of the 48 th AGM.

The statutory auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The statutory auditors have issued an unmodified opinion on the Company's financial statements for the financial
year ended March 31, 2025, and the auditor's report for the year under review does not contain any qualification,
reservation, adverse remark, or disclaimer.

The notes on financial statements referred to in the Auditor's report are self-explanatory and do not call for any further
comments.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant
to section 143(12) of the Act.

SECRETARIAL AUDITORS

M/s. Harish Popli & Associates, Company Secretaries, were appointed to conduct the Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith as
Annexure B, and the management's reply to the reservations/ observations / adverse remark is annexed herewith as
Annexure C to this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the Financial Year ended March 31, 2025, on compliance with all applicable Acts
and SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Harish Popli &
Associates, Company Secretaries, Secretarial Auditor of the Company. The same was submitted to the stock exchanges
in due course.

MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain the cost records.

RISK MANAGEMENT

The Company has in place a robust risk management framework that identifies and evaluates business risks and
opportunities. The Company recognizes that the applicable risks need to be managed and mitigated to protect the
interests of the shareholders and stakeholders, to achieve business objectives, and enable sustainable growth. The risk
management framework is aimed at effectively mitigating the company's various business and operational risks
through strategic and tactical actions. The factors that affect the Company's profitability and operations are regularly
monitored.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the year under review, the provisions of Section 135 of the Act, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material order(s) have been passed by the regulators/ courts which would impact the going concern
status of the Company and its future operations during the period under review.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable Accounting
Standards and Schedule III of the Act have been followed, and there are no material departures from the same;

b) the Directors have 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 the year under review;

c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a 'going concern' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo as
required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014,
is annexed herewith as Annexure D to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 92 and 134(3)(a) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7, for the financial year ended
March 31, 2025, in the prescribed Form No. MGT-7 is available on the website of the Company at www.pel-india.in.
The Annual Return will be filed with the Registrar of Companies within the prescribed time frame.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of corporate governance and adhering to the
corporate governance requirements set out by the Securities and Exchange Board of India.

The report on corporate governance as stipulated under the Listing Regulations for the financial year 2024-25, and a
certificate issued by M/s. Harish Popli & Associates, Company Secretaries in annexed herewith as Annexure-E to this
report.

VIGIL MECHANISM

A vigil mechanism of the Company, which includes whistle blower policy pursuant to section 177(9) & (10) of the Act,
has been established and can be accessed at the Company's website www.pel-india.in.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In adherence to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and
the rules made thereunder, your Company has constituted an Internal Complaints Committee to redress complaints
regarding sexual harassment.

The details pertaining to complaints received on matters pertaining to sexual harassment during the Financial Year
2024-25 are as below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed of during the year: Nil

(c) number of complaints pending for more than ninety days: NA
ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the
Company. This aims to ensure the safety of the public, employees, plant & equipment, ensure compliance with all
statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and
promoting eco-friendly activities.

The Company continues to maintain an excellent track record on safety. The site had no accidents during the year 2024¬
25. PEL also has a Workman Safety Committee under section 41G of the Factories Act 1948. This Committee meets at
regular intervals to take measures for workers' protection in order to make PEL a safe place to work.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made by the Company initiating insolvency proceedings against any other entity nor are any
proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

DIFFERENCE IN VALUATION IN THE CASE OF ONE TIME SETTLEMENT OF LOAN FROM BANK OR
FINANCIAL INSTITUTION

There was no one-time settlement of loans from banks or financial institutions by the Company during the period

under review. Accordingly, there are no details regarding the difference between the amount of the valuation done at
the time of one-time settlement and the valuation done while taking a loan from the Banks or financial institutions.

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to the Maternity Benefit Act, 1961
GENERAL DISCLOSURES

During the Financial Year ended on March 31, 2025, the Company has not-

a. issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities,

b. issued any shares with differential voting rights,

c. issued any sweat equity shares, and

d. made any changes in voting rights.

CAUTIONARY STATEMENT

Statements in the Board's report and the Management Discussion and Analysis describing the Company's objectives,
expectations, or forecasts, may be forward-looking within the meaning of applicable Securities Laws and Regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence the
Company's operations include global and domestic demand and supply conditions, input availability and prices,
changes in government regulations, tax laws, economic developments within the country, and other related factors.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation for the sincere services rendered by the Company's staff and
workers at all levels. Also, they wish to place on record their appreciation and gratitude for the valuable support
received from Bankers, their Customers, Business Associates, Government Departments, and Shareholders, and look
forward to similar support and co-operation in the future. The Directors also commend the continuing commitment
and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look
forward to their continued support in the future. .

FOR AND ON BEHALF OF THE BOARD
Sd/-

Place: Noida Ashok Kumar Kanodia

Date: 06.08.2025 Executive Chairman

DIN: 00002563

Add: D-1081, New Friends

Colony, Delhi -110025