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

BSE: 526247ISIN: INE863B01029INDUSTRY: Industrial Explosives

BSE   ` 560.15   Open: 570.95   Today's Range 555.00
570.95
-10.25 ( -1.83 %) Prev Close: 570.40 52 Week Range 378.80
829.95
Year End :2026-03 

Your directors are pleased to present the 46th annual report including
the audited financial statements of your company for the year ended
March 31,2026.

1. Financial summary (Rs. in lakhs)

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Profit / (Loss) for the
year

Operating revenue

38834.14

41745.23

38834.14

41745.23

Other income

4214.49

211.53

4214.24

211.32

Total revenue

43048.63

41956.76 43048.38

41956.55

EBITDA before
exceptional items

3882.18

5799.68

3863.15

5797.59

% to Operating revenue

10%

13.90%

9.95%

13.88%

Profit / (Loss) before
exceptional items and
before tax

6563.17

3754.24

6570.37

3779.86

Profit / (Loss) after tax

4582.51

2855.26

4581.55

2873.33

% to Total revenue

11.8%

6.80%

11.79%

6.88%

EPS (Rs.)

8.52

5.31

8.52

5.34

Appropriations

Retained earnings at
beginning of the year

14547.02

11960.57

14549.65

11948.93

Profit / (Loss) for the
year

4582.51

2855.26

4581.34

2869.53

Non-controlling

interest

Dividend paid for
previous year

(268.81)

(268.81)

(268.81)

(268.81)

Retained earnings at
end of the year

18860.72

14547.02

18862.18

14549.65

2. State of affairs

The performance of the company in terms of Revenues has
decreased during the year 2025-26. Operating EBITDA before
exceptional items is Rs. 3882.18 lakhs as compared to Rs. 5799.68
lakhs and Profit before tax and exceptional item is Rs.6563.17
lakhs as compared to Rs. 3754.24 during previous year. Profit
after tax stands at Rs.4582.51 lakhs as compared to Rs. 2855.26
lakhs for the year 2024-25. The Raw Material supplies and prices
were stabilized during the year which will give positive impact in
near future.

Operations

Production of detonators was 4.56 million pieces as against
10.36 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 2025-26.

The production of bulk explosives increased to 9592 tonnes
from previous year's 8557 tonnes.

3. Capital expenditure

During the year the company incurred the capital expenditure of
Rs.653.52 lakhs on fixed assets and Rs.96.84 lakhs on intangible
assets.

4. Dividend

The Board of Directors of your company, at their Meeting held
on May 29, 2026, has recommended payment of Rs. 0.50/-
(Rupees Fifty paise only) (25%) per equity share, as final dividend
for the financial year ended March 31,2026. 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 2025-26
would aggregate to Rs. 268.81 Lakhs.

In view of the changes made under the Income-tax Act, 2025,
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) 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 Lakh only) equity
shares having face value of Rs.2/- each and the paid up
Share Capital of the Company as on March 31, 2026 was
Rs.10,75,22,390/- (Rupees Ten Crore Seventy Five Lakh
Twenty Two Thousand Three Hundred and Ninety only)
divided into 5,37,61,195 (Five Crore Thirty Seven Lakh Sixty
One Thousand One Hundred and Ninety Five Only) equity
shares of Rs.2/- each fully paid up.

The company has not raised any funds or issued further
shares in the form of equity during the financial year ended
on March 31, 2026.

b) 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.

Accident at Katepally Facility

During the financial year, 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

There have been no such material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of financial year to which the
Financial Statements relates and the date of this Report except
for the following:

A definitive Share Purchase Agreement ("SPA") was executed on
July 09, 2026, by and among the Company, Mrs. Shonika Prasad
and Mrs. Kailash Gupta, in their capacity as the authorised
trustees of the AKS Family Trust,(" Promoter"), and the Acquirers,
Apollo Micro Systems Limited, pursuant to which the Acquirer
agreed to acquire 22221735 equity shares of Face Value of Rs. 2/-
each of Premier Explosives Limited, representing 41.33% of the
paid up equity share capital, for an aggregate cash consideration
of approximately Rs.1,550 Crore.

This transaction has triggered the provisions of Regulation 3(1)
and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, including subsequent amendments ("SEBI
SAST Regulations"). Accordingly, the Acquirer has made public
announcement (PA) on July 10, 2026, a Detailed Public Statement
(DPS) was issued on July 16, 2026, followed by the filing of the
Draft Letter of Offer (DLOF) with SEBI on July 23, 2026, for open
offer to the Public Shareholders of the Company to acquire
upto 1,39,77,911 equity shares, representing 26 % of the equity

share capital of the Company, at an offer price of Rs. 698/- per
share, aggregating to a total consideration of Rs. 975,65,81,878/¬
, payable in cash in accordance with the applicable regulatory
framework. The consummation of this transaction is subject to
receipt of applicable governmental and statutory/regulatory
approvals including approval from the Competition Commission
of India, wherever applicable, along with the fulfilment of other
conditions precedent under the SPA.

The transaction combines complementary capabilities in
defence systems and energetic materials, enabling operational
efficiencies, enhanced R&D, and broader participation in
defence and space-related programmes.

This acquisition strengthens our nation's defence manufacturing
capability and deepens our sovereign expertise in energetic
materials and space programmes. Together, we are better
positioned to safeguard national security interests and support
our armed forces with greater scale, resilience, and technological
self-reliance.

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. 0.80 lakh
during 2025-26 (Rs. 0.91 lakh during 2024-25).

As on 31st March, 2026, 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. 8.00
lakhs during the year ended March 31, 2026 and the
company has accumulated profit of Rs. 16.96 lakhs as at
March 31, 2026 (Revenue of Rs.Nil lakhs and Net Profit of
Rs.15.91 lakhs during previous year).

As on 31st March, 2026, 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

GLOBAL PREMIER LIMITED, a joint venture company
between Premier Explosives Limited (PEL) and Global
Munition Limited, a subsidiary of Global Defence Industries

Limited (Formerly known as NIBE Ordnance and Maritime
Limited - NIBE Group Company) to manufacture Defence
and Aerospace products, was incorporated on March 07,
2025 under the Companies Act, 2013.

As on 31st March, 2026, Premier Explosives Limited
held 48,980 Equity Shares in Global Premier Limited,
representing 49% of their equity share capital.

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

PEL is embarking on newer challenges & missions for the
Defence Forces, after establishing itself as the frontrunner in
manufacturing countermeasures like Chaffs & Flares for the Air
Force, PEL is now undertaking various types of mines which
are being developed like Jumping Mine by the name of Ulka,
another mine by the name of Viraj. PEL has almost completed
production of Canopy Severance System (CSS) for all fighter
Planes of the Air Force.

PEL has entered the field of Loitering Munitions and designing &
developing explosive Pay Loads for UAVs and Drones.

The Company is working with complete proficient nimbleness
& an inclination for precision 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.

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, 2026, 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, 2026 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 2025-26, five (5) Board meetings
were convened and held on 22nd May, 2025; 12th August,
2025; 13th November, 2025; 23rd December, 2025 and 12th
February, 2026.

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 no changes
in the Board of Directors and Key Managerial
Personnel (KMPs) of the Company.

The Composition of the Board of Directors as on
31.03.2026 is as under:

Name

Designation

Dr. Amarnath Gupta

Chairman, Non-Executive Non Independent Director

Mr. T.V. Chowdary

Managing Director

Mr. Y Durga Prasada Rao

Director (Operations)

Dr.(Mrs.) Kailash Gupta

Non-Executive Non Independent Director

Dr. Narendra Kumar Nanda

Non-Executive Independent Director

Dr. Gnana Sekaran Venkatasamy

Non-Executive Independent Director

Mr. Ch Seshagiri Rao

Non-Executive Independent Director

Dr.(Mrs.) Kumuda Raghavan

Non-Executive Independent Director

Lt.Gen. P R Kumar (Retd.)

Non-Executive Independent Director

Mrs. Shonika Prasad

Non-Executive Non Independent Director

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

Independence of the Board:

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

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

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

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

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

5. Lt Gen. P R Kumar (Retd.) (DIN:07352541)

All the above named 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. (Mrs.) Kailash Gupta
(DIN:00054045) Director, retires by rotation at the
ensuing Annual General Meeting and being eligible,
has offered herself for reappointment.

The Board of Directors recommends her re¬
appointment at Item No. 3 of the Notice convening
46th Annual General Meeting of the Company for
consideration of the shareholders along with brief
details about her.

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 46th AGM, forming part of the Annual
Report.

c. Resignation of Non-Executive Independent
Directors:

After the end of the financial year under review
and as on the date of this report, Dr.(Mrs.) Kumuda
Raghavan, Non Executive Independent Woman
Director has resigned from the closure of the business
hours on July 31,2026 due to personal commitments
and health reasons.

Key Managerial Personnel ('KMP'):

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 and attendance of the directors
at each meeting is provided in the Corporate Governance
Report, a part of this Annual Report.

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:

Category

Nature

Basis of variable remuneration

Whole time Directors

Commission

X% of Profit in a year during the contract period (% as
recommended by Board and approved by Shareholders.

Management Team

(CFO, Company Secretary,

President, Vice President, GM)

Profit sharing bonus

X% of Profit divided among them in proportion of their basic
salary (% as decided by Committee of Whole time Directors)

Officers (Below GM level)

Profit sharing bonus

X% of Profit divided among them in proportion of their basic
salary.(Minimum period of services and other conditions for
eligibility are decided by Committee of Whole time Directors)

Staff and Workers

Production incentive

Quantity of production, as per the Wage Agreement revised
every 3 years at Peddakandukuru (Those who are engaged in
production and allied activities are eligible.

v. Statutory benefits

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

vi. Perquisites and other benefits

Perquisite

Amount

Reimbursement of medical expenses for self and
family / Medical allowance

Up to one month basic salary in a year to whom ESI is not
applicable

Mediclaim and personal accident insurance

Reasonable coverage to whom ESI is not applicable

Leave travel allowance

Workers - as per wage agreement

Use of Company car with driver or reimbursement of
driver salary, fuel, maintenance and insurance

For Directors-as recommended by Board and approved by
Shareholders

Telephone at home, Club fee

For Management team-as approved by Committee of Whole
time Directors

Gas, electricity, water, servant, security, gardener and
soft furnishing.(Up to 10% of basic salary)

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.2,96,382.50 (pertaining to dividend for
the financial year 2017-18) 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 33,625 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 42nd 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 42nd AGM till the conclusion of 47th 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 2026-2027.

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 2025-26.

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 2026-27 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 2026-27. 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, the Members of the Company at the 45th Annual General Meeting held
on September 30, 2025 had appointed M/s. K V C Reddy & Associates, Company Secretaries, Hyderabad, as the Secretarial Auditor
of the Company, to conduct the secretarial audit of the company for a term of five (5) consecutive years commencing from financial
year 2025-26 till financial year 2029-2030.

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 31,2026 does not contain any qualification, reservation, adverse remark or any disclaimer except the following in their
report on Internal Financial Controls over the financial reporting:

Auditor's Observation

Management Reply

Consequent to the significant increase in the scale and
complexity of the Company's Operations in recent years, the
internal financial control framework was not strengthened
commensurate with such growth.

The scale and complexity of the Company's Operations has increased in
the last 2-3 years, which required strengthening of the existing controls.
We have since July, 2026 improved the existing controls and introduced
new SOPs to ensure that they are adequate and commensurate with the
size of the company and nature of its business.

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, India Ratings and Research Private Limited (Rating Agency) has assigned the following credit rating for
bank loan facilities of the Company:

a) Bank Loan Facilities - 'IND A-/Stable/IND 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 2025-26 forms part of this Annual
Report as required under Regulation 34(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 2025-26. The
Secretarial Audit Report for the financial year ended March
31, 2026 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
2025-26 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 except Inter Corporate loan to its wholly owned
subsidiary and 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 2025-26 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, 2026 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/codconcsr.html

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
https://
www.pelgel.com/codconcsr.html

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:

S.

No.

Particulars

Status of the No. of
complaints received
and disposed of

1.

Number of complaints of
sexual harassment received
during the year

Nil

2.

Number of Complaints
disposed off during the year

Nil

3.

Number of cases pending for
more than ninety days

Nil

4.

Number of workshops or
awareness programmes
against sexual harassment
carried out

Two

5.

Nature of action taken by the
employer or district officer

Not Applicable

27. Maternity Benefit

The Company is in compliance with the provisions of Maternity
Benefit Act, 1961 and no Complaint 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

In view of the significant increase in the scale, size and complexity
of the Company's operations in recent years, the Company has,
with effect from July 2026, further strengthened its existing
internal financial control framework to ensure that it remains
adequate and commensurate with the size, scale, nature and
complexity of its business. The Company has also introduced
additional Standard Operating Procedures (SOPs) and control
measures to further enhance the effectiveness and adequacy of
its internal financial controls.

The internal financial controls are designed to provide
reasonable assurance with regard to the reliability of financial
reporting, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting
records, and aid in the timely preparation of reliable financial
information.

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 applications 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 BoardDr. A.N. Gupta T.V. Chowdary

Secunderabad Chairman Managing Director

13th August, 2026 DIN:00053985 DIN: 00054220