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 atinvestors@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:
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Name
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Designation
|
|
Dr. Amarnath Gupta
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Chairman, Non-Executive Non Independent Director
|
|
Mr. T.V. Chowdary
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Managing Director
|
|
Mr. Y Durga Prasada Rao
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Director (Operations)
|
|
Dr.(Mrs.) Kailash Gupta
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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.)
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Non-Executive Independent Director
|
|
Mrs. Shonika Prasad
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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:
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S.
No.
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Particulars
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Status of the No. of complaints received and disposed of
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1.
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Number of complaints of sexual harassment received during the year
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Nil
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2.
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Number of Complaints disposed off during the year
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Nil
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3.
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Number of cases pending for more than ninety days
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Nil
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4.
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Number of workshops or awareness programmes against sexual harassment carried out
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Two
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|
5.
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Nature of action taken by the employer or district officer
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Not Applicable
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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
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