PG Electroplast Ltd

DEAR SHAREHOLDERS,

The Board of Directors have pleasure in presenting their Report of your Company along with Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31,2024.

1. FINANCIAL RESULTS:

(Rupees in Lakh)

2. PERFORMANCE OVERVIEW:

During the year under review on a consolidated basis, our total income increased by 27.51% to RS.2,75,950.94 lakh for FY 2023-24 from RS.216,421.68 lakh for FY 202223. Our revenue from operations increased by 27.16% to RS.2,74,649.53 lakh for FY 2023-24 from RS.215,994.75 lakh for FY 2022-23, primarily due to growth in our sales of the product business driven by growth in sales of RACs and washing machines also this is despite the ASPs falling sharply across the board for all our product categories. Other income increased by 204.83% to RS.1,301.41 lakh for FY 2023-24 from RS.426.93 lakh for FY 2022-23, primarily due to an increase in the interest income on deposits with banks. Our total expenses increased by 24.99% to RS.2,58,304.29 lakh for FY 2023-24 from RS.206,667.36

lakh for FY 2022-23, on account of factors like Cost of materials consumed, Employee Benefit Expense, Finance Costs etc. As a result, our profit for the year increased by 76.86% to RS.13,701.22 lakh for FY 2023-24 from RS.7,746.86 lakh for FY 2022-23. On account of the above, our total comprehensive income increased by 73.95% to RS.13,470.13 lakh for FY 2023-24 from RS.7,743.82 lakh for FY 2022-23. The operating cash flow during the year has been strong and working capital optimisation remains key focus area for the company. FY 2023-24 had been a strong growth period for your Company. The detailed operational performance of your Company is provided in the Management Discussion and Analysis Report forming part of this report.

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

a) Allotment of 48,200 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the period under review, the Company on May 26, 2023 allotted 48,200 Equity shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

b) Allotment of 28,700 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the year, the Company on August 22, 2023 allotted 28,700 Equity shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

c) Allotment of 32,05,128 Equity Shares pursuant to Qualified Institutions Placement (QIP).

The Company on September 02, 2023 allotted 32,05,128 equity shares of face value RS.10/- each to the eligible Qualified Institutional Buyers (QIBs) pursuant to Qualified Institutions Placement (QIP).

d) Allotment of 1,600 Equity Shares pursuant to PG Electroplast Employees Stock Options Scheme - 2020.

During the year, the Company on January 02, 2024 allotted 1,600 Equity shares to 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast Employees Stock Options Scheme - 2020. Following is the summary of allotment of shares:

At the end of the year, the Company's issued, subscribed and paid-up capital was 2,60,26,245 Equity Shares of RS.10/- each.

4. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The Board of Directors has recommended a dividend of 20% i.e. RS.0.20/- per equity share of RS.1/- each fully paid up of the Company, for the Financial Year ended on March 31, 2024. The dividend is subject to the approval

of members at the ensuing Annual General Meeting and shall be subject to deduction of Income Tax at source.

The Dividend recommended is in accordance with the Company's Dividend Distribution Policy. The said policy is available on the Company's website and can be accessed at https://www.pgel.in/pdF/codes-policies/DDPolicv.pdf.

6. STATE OF THE COMPANY'S AFFAIRS:

Business and its operations:

PG Electroplast Limited, an established original design manufacturer ("ODM") and contract manufacturer ("CM"), for the consumer durables industry in India, with primary focus on manufacture of room air conditioners ("RACs"), washing machines and plastic moulding. The Company provide end - to - end solutions across the entire value chain of the products we supply to our customers, which include more than 50 leading domestic and international brands. This includes product conceptualization, designing and prototyping, tool design and manufacturing, supply chain development and final assemblies for products like RACs, washing machines, LED TVs and air coolers. The Company considers its ability to evolve and address the needs of our marquee customer base as a key factor in the growth of our revenue from operations.

The Company, including its wholly owned subsidiary, operates ten manufacturing units located in Greater Noida, Uttar Pradesh; Roorkee, Uttarakhand; Ahmednagar, Maharashtra and Bhiwadi, Rajasthan.

The manufacturing units are equipped with high quality machinery, assembly lines and full power backup that enable us to meet the quality requirements of our customers in a timely manner.

The Company has continuously evolved our product portfolio to meet the needs of our customers and cater to the prevailing industry technologies. Post incorporation in 2003, the Company started manufacturing plastic moulded components. Thereafter, in 2014, the Company started focusing on the products business and commenced manufacturing air coolers. We set up an in - house tool room for our tool manufacturing business vertical in 2016 and thereafter started manufacturing semi - automatic washing machines in 2017. In 2018, we started manufacturing RAC IDUs and subsequently RACs ODUs in 2021. Additionally, in 2021, we commenced manufacturing FATL and subsequently LED TVs in 2022. Presently, our product portfolio includes complete RAC sets, Washing Machines, Air Coolers and Televisions, all of which today contribute significantly to our revenue.

The Company has been manufacturing RAC IDUs since 2018 and RAC ODUs since 2021. We offer RACs CBU in the capacity ranging from 0.7T to 2.5T in both fixed speed and invertor categories for various star ratings. We are the second largest player in terms of RAC finished goods sales to the OEMs / brands. The Company is a largest manufacturer of plastic moulding for consumer durables and consumer electronics industry, in terms of revenue in India, as on March 31,2024. Through the plastic moulding business, we offer a wide range of products including small, medium and large sized, high - precision, surface critical injection moulded components for consumer durables and the consumer electronics industry.

The Company is the second largest ODM player for washing machines in India which provides end - to - end assembly solutions for final products. The Company commenced manufacturing semi - automatic washing machines in 2017 and presently offer semi - automatic and fully automatic washing machines in capacities ranging from 6 - 14 kg and 6.5 - 7.5 kg, respectively.

The Company is an end - to - end solutions provider across the entire value chain of the products we supply to our customers. We serve across varied industries such as air conditioners, washing machines, LED TVs, Air Coolers, Automotive Components, Bathroom Fittings and Consumer Electronics.

Key business developments:

• In FY 2024, the Company forged a new joint venture partnership - Goodworth Electronics Private Limited, to augment its TV and hardware business.

• PGEL's 100% subsidiary, PG Technoplast, crossed RS.1456 crores in revenue in its third year of operations. Company's Bhiwadi AC Unit became operational during the year.

• Consolidated Revenues crossed RS.2,746 crores with Product business sales crossing RS.1,668 crores. PGEL's 100% subsidiary, PG Technoplast, crossed INR 1,450 crores in revenue in its third year of operations.

• During the year, PG Technoplast acquired 100% stake in Next Generation Manufacturers Private Limited To avail physical infrastructure (Land, Building, Plant & Machinery), acquire manufacturing business of NGM for growth and expansion and to become a preferred outsourcing vendor for Consumer Durables and Electronics Business of Amstrad Brand.

• Developed, validated, and launched successfully new products in washing machines, Room AC and Coolers. During the year the Company increased its capacity across Room AC with new greenfield capacity in Bhiwadi.

• The Product business contributed 60.7% of the total revenues for FY2024 and grew 24% in FY2024.

• The AC business posted strong growth despite slow first half and company had Industry leading growth in the segment.

• The Washing machine business experienced a 20% revenue growth in FY 2024 compared to FY 2023. The new product range received a positive response from market.

• During FY 2024 due to the unseasonal rains, the Air Coolers business was flat YoY and contributed H 38 crores to consolidated Sales of the company.

• The Plastic moulding component segment had a YoY sales growth of about 8% and contributed RS.694 crores to the consolidated topline in FY 2024. There are specific segments like specialised plastic components in Sanitaryware and Fans, which are growing at a higher rate and driving sales growth in this segment.

• The Company assembles printed circuit board assemblies for a wide range of applications on a turnkey basis (including procurement, assembly, testing, packing & shipping) for leading TV manufacturers and also use to assembles LED TVs. This business contributed 14% to the FY2024 consolidated Sales and grew 132% over last year. The TV business, which contributed H 306 crores has been shifted to a new 50% JV - Goodworth Electronics.

• During FY2024, the tooling business contributed ~0.4% to the Company's total consolidated Sales. This business also acts as an enabler for some of the company's speciality plastic moulding businesses.

• PG group serviced over 30 leading brands in the AC for its ODM models and over 25 leading brands for Washing Machines in ODM model.

• Significant enquiries and commitment for new business been witnessed across business segments and growth outlook remains robust across verticals.

• All our businesses segments have performed well in FY24, particularly the company's current focus area - the products business.

The Company plans to become future ready, and several strategic initiatives and expansions are underway to capture the opportunities in the emerging landscape.

Capital Expenditure Activities:

During the year, the company on a consolidated basis has incurred RS.25,202.79/- lakh on capital expenditure primarily for the purchase of plant and equipment. Further, the Company allocated higher capital expenditure for certain identified eligible white good products such as control assemblies for IDU or ODU or remotes, plastic moulding components, sheet metal components, heat exchangers, cross flow fan, and display panels (LCD / LED) and towards our R&D to meet our customer requirements to sustain or enhance our existing products and to develop new technologies and processes that would better allow us to customize products for our clients. Also, the Company has invested in the construction of new building/floors which has increased the covered area.

7. CREDIT RATING:

During the year, the Credit Rating Agency 'Crisil Ratings Limited' has upgraded your Company's Long-Term Rating "CRISIL A-/Stable" to "CRISIL A/Positive" on October 20, 2023.

8. INVESTOR EDUCATION AND PROTECTION FUND:

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

9. MANAGEMENT:

• Board of Directors:

a) The appointment of Mr. Raman Uberoi (DIN: 03407353) as Non-Executive Independent Director of the Company w.e.f. March.22, 2023 was regularised through Postal Ballot Process by the shareholders of the Company on June 21,2023.

b) The Board of Directors in their meeting held on February 13, 2024 reappointed Mr. Vishal Gupta (DIN: 00184809) as Managing Director - Finance and Mr. Vikas Gupta (DIN:00182241) as Managing Director - Operations of your Company w.e.f. April 01,2024.

c) Reappointment of Mr. Vishal Gupta (DIN: 00184809) as Managing Director - Finance and Mr. Vikas Gupta (DIN:00182241) as Managing Director - Operations of your Company was regularised through Postal Ballot Process on March.20, 2024 for a period of three consecutive years w.e.f. April 01,2024.

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

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

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

(iii) Stock option details: N.A.

In accordance with the provisions of the Companies Act 2013, Mr. Vishal Gupta (DIN:00184809), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

None of the Directors have incurred any disqualification on account of non-compliance with any of the provisions of the Act. During the year 2023-24, Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Company.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Regulation 16 of SEBI

(Listing Obligation & Disclosure Requirements) Regulation, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The independent directors have also confirmed that they have complied with the Company's code of conduct.

• Key Managerial Persons:

During the year under review, there was no change in Key Managerial Persons of your Company.

10. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES.

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

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

11. BOARD EVALUATION AND FAMILIARIZATION PROGRAMME:

The Nomination & Remuneration Committee has carried out a formal annual evaluation of performance of the Board itself through a structured questionnaire after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, of its Committees and individual Directors, pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation of individual Directors including chairman was done by the Directors other than the one being evaluated by Board & Nomination Remuneration Committee.

The Nomination & Remuneration Committee evaluated the performance of each and every director of the company and each member of the committee and expressed satisfaction over their performance.

Further, the Independent Directors also, at their separate meeting held on March 30, 2024 reviewed the performance of chairman of the Board, Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company management and the Board. They expressed satisfaction over the said subject matter.

The details of program for familiarization of Independent Directors of your Company are available at web-link http://www.pgel.in/pdf/codes-policies/FP ID.pdf

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

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

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

The Company has adopted a Nomination and Remuneration Policy. Salient features of this policy are attached as 'Annexure II' to this report.

14. REMUNERATION OF DIRECTORS AND EMPLOYEES:

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

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

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that 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, 2024 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly your Company works to strengthen such structures. Your Company has developed & implemented a Risk Management framework for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. Regular exercise has been carried out to identify, evaluate, manage and monitor the risks.

Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal controls cover operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

The Risk Management Committee and the Board did not identify any risk which threatens the existence of your Company.

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

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of

the Act, the Company allotted 32,05,128 equity shares through Qualified Institutions Placement ('QIP') at an issue price of RS.1,560/- per equity share (including a premium of RS.1,550/- per equity share) aggregating to RS.500 Crores on September 02, 2023. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue. The details of the utilisation of the funds raised have been provided in the Corporate Governance Report forming an integral part of this Report.

18. STATUTORY AUDITORS & THEIR REPORT:

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

The Report of Statutory Auditor's - M/s S.S. Kothari Mehta & Company, on Financial Statements (Standalone & Consolidated) for the year ended on March 31,2024 are part of this Annual Report. The Statutory Auditor's Report does not contain any qualification, reservation or adverse remarks. No fraud has been reported by the Auditor.

19. SECRETARIAL AUDITORS & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Puja Mishra & Co., Practicing Company Secretary for conducting Secretarial Audit of Company for the financial year 2023-24. The Secretarial Audit Report of the Company and Material Subsidiary i.e. PG Technoplast Private Limited is annexed with Board Report as 'Annexure IV'. The Secretarial auditor's report does not contain any qualification, reservation or adverse remarks. The auditors have also given a certificate of Non-Disqualification of Directors as on March 31, 2024 annexed with Board Report as 'Annexure V'.

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

20. COST AUDITORS:

The Board of Directors have re-appointed M/s Amit Singhal & Associates, Cost Accountants, having Firm Registration Number: 101073, as Cost Auditors to audit the cost records of the financial year 2024-25 and recommended ratification of their remuneration by the shareholders at the ensuing annual general meeting. The Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 w.r.t. the business activities carried out by the Company.

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

As on March 31, 2024, your Company has 2 (Two) Wholly Owned Subsidiaries i.e. M/s PG Technoplast Private Limited and M/s PG Plastronics Private Limited. M/s PG Technoplast Private Limited is the Material Subsidiary of the Company.

Your Company on July 13, 2023 entered into a 50-50 Joint Venture (JV) Agreement with Jaina Group [Jaina Marketing & Associates (JMA), Jaina India Private Limited (Jaina India) and Goodworth Electronics Private Limited (Goodworth)] to create a strong and competitive business that can meet the growing demand for high-quality televisions. Further, on July 31, 2023 pursuant to the JV Agreement, Goodworth Electronics Private Limited became a Joint Venture Company of your Company.

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

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

22. DEPOSITS:

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

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

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material except for transactions with wholly owned subsidiary in accordance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and policy on dealing with Related Party Transactions of the Company. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 2023-24.

All related party transactions entered into by your Company, during the year under review, were approved by the Audit Committee. Prior omnibus approval has been obtained for related party transactions which are repetitive in nature and/or entered in ordinary course of business and at arm's length. There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and policy on dealing with Related Party Transactions are available at web-link http://www.pgel.in/pdf/codes- policies/RelatedPartvTransactionsPolicv.pdf

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been constantly working towards promoting education, including special education and employment enhancing vocational skills and promoting education and financial assistance to the children and women of weaker sections of society including overall development and upliftment. Your Company's constant endeavor has been to support initiatives in the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. Details of composition of CSR Committee and Annual Report on CSR Activities of your Company are enclosed as 'Annexure VIII' and form a part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. CSR Policy, adopted by the Company, is available on its website at link http://www.pgel.in/pdf/ codes-policies/CSRPOLICY.pdf

26. EMPLOYEES STOCK OPTION SCHEME:

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

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

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

During the year, your Company granted 3,57,000 (Three Lakh Fifty-Seven Thousand Only) Options to the employees of the Company and its subsidiary company under the Scheme.

Further, your company on an aggregate basis allotted 78,500 (Seventy-Eight Thousand Five Hundred Only) Equity Shares of face value of RS.10/- each to the 'PG Electroplast Limited Employees Welfare Trust' under the PG Electroplast Employees Stock Options Scheme - 2020.

In compliance with the requirements of the SEBI (SBEB & SE) Regulations), a certificate from auditors confirming implementation of the Scheme in accordance with the said regulations and shareholder's resolution, will be available electronically for inspection by the members during the annual general meeting of the Company. Further the disclosure pursuant to the provisions of the SEBI (SBEB & SE) Regulations) can be accessed at the company's website at https://www.pgel.in/pdf/ Disclosure SBEB 31032024.pdf

27. VIGIL MECHANISM:

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

Your Company hereby confirm that no directors/employee have been denied access to the chairman of the Audit

Committee. There were no complaints received through the said mechanism during the financial year 2023-24.

The Vigil Mechanism or whistle blower policy may be accessed at web-link http://www.pgel.in/pdf/codes- policies/VigilMechanismWhistleBlowerPolicv.pdf

28. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the http://www.pgel.in/pdf/Annual Return 2023-24.pdf

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:

(A) Conservation of Energy:

The key focus area in our operations is conservation of energy. We endeavor to conserve energy and continuously make efforts to optimize use of fuels, power & water. The following steps have been taken for conservation of energy:

a) The company, in an effort towards reducing the carbon footprint, has begun sourcing some of its required electricity from renewable sources. Your Company have entered into a power purchase agreement with a company to obtain at least 3.1 MW of solar energy for our manufacturing unit at Uttar Pradesh for a period of 25 years. Also have installed a 1.4 MW rooftop grid system solar panel at our Unit 2 - Subsidiary in Maharashtra, and a 0.65 MW solar plant at our Unit - 4 in Maharashtra. These initiatives are expected to help the company lower energy costs and reiterate the company's commitment to sustainable development philosophy.

b) The Company purchased several Injection Moulding Machines that use Servo-Hybrid Technologies which use 60% less power than older Injection Moulding Machines.

c) A turbo ventilation system has been installed on all roofs which has reduced the use of exhaust fans.

d) The Company is also maintaining a power factor of about close to 1.

e) All streetlights & main machine flow highbay lights have been substituted for greener LED alternatives.

f) Shop floors which run manufacturing process have been transitioned to LED highbay lights

which have further reduced the energy costs by about 60%.

g) The Company has installed variable frequency drivers in all electric motors which have helped sustain a lower power factor.

h) Using invertor technology to control the speed of the compressor's motor in the AC plant better temperature regulation has been achieved and has hence reduced energy consumption.

i) The Company continuously evaluate new technologies and techniques to make infrastructure more energy efficient.

The main goal behind all the initiatives is to promote a safe, healthy and green work environment by adopting efficient technologies.

(B) Technology absorption:

In striving for continuous excellence in technology and best quality product, several initiatives have been taken:

a) The bigger moulding machines on the shop floor have been fitted with an automatic conveyor line, thereby reducing production cost while enhancing product quality.

b) With technology from Hoti (Xiamen) Plumbing Inc, the company has added a PU paint shop and a UF thermoset moulding seat facility, giving it new manufacturing capabilities.

c) New Blow Moulding Equipment has also been installed.

d) Additional PCB & SMT assembly-cum- automation machines have been purchased thereby increasing production capacity.

e) Industrial robots are being installed on injection moulding machines which will reduce manpower cost.

f) Injection moulding machines with servo drive technology have been added to the facilities.

These initiatives will help the Company to manufacture cheaper and more durable products.

(C) Foreign exchange earnings and Outgo:

30. SIGNIFICANT & MATERIAL REGULATORY ORDERS:

During the reporting period, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

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

The Nomination & Remuneration Committee on April 20, 2024 granted 1,41,000 (One Lakh Forty-One Thousand only) Employee Stock Options convertible into equal number of Equity Shares of the Company of face value of RS.10/- each, to the Employees of the Company and its Subsidiary Company, under the PG Electroplast Employees Stock Option Scheme - 2020.

The Nomination & Remuneration Committee on May 22, 2024 allotted 71,599 (Seventy-One Thousand

Five Hundred Ninety-Nine Only) Equity Shares of RS.10/- each to the 'PG Electroplast Limited Employees Welfare Trust' under PG Electroplast Employees Stock Options Scheme - 2020.

The Board of Directors on May 22, 2024 and Shareholders through Post Ballot on June 26, 2024 approved sub- division/split of existing equity share of the Company from 1(One) equity share having face value of RS.10/- each (Rupees Ten Only), fully paid-up into10 (Ten) equity shares having face value of RS.1/- each (Rupee One Only) fully paid-up.

The Board of Directors on May 22, 2024 and Shareholders through Post Ballot on June 26, 2024 approved Alteration of the Capital Clause (Clause V) of the Memorandum of Association of the Company (MoA) on account of sub-division/split of existing equity of RS.10/- (Rupees Ten Only) each fully paid-up to RS.1/- (Rupee One Only) each fully paid-up.

The Board of Directors on May 22, 2024 recommended the payment of a final dividend @20% i.e. RS.0.20 per equity share of the Company. In this connection, it is pertinent to note that the rate of dividend is fixed upon considering the fact that cut-off date for payment of dividend shall be fixed upon subdivision of equity shares of the Company to RS.1/- (Rupee One Only) each.

The Board of Directors on May 22, 2024 and Shareholders through Post Ballot on June 26, 2024 approved reappointment of Mrs. Mitali Chitre (DIN:09040978) as Nominee Director (Non -Executive Director) for a period of three consecutive years w.e.f. July 02, 2024 on behalf of Baring Private Equity India AIF pursuant to Investment Agreement dated May 25, 2021.

Sub-division/Split of Equity Shares of the Company from 1 (One) Equity Share having face value of RS.10/- each (Rupees Ten Only) fully paid-up into 10 (Ten) Equity Shares having face value of RS.1/- each (Rupee One Only) fully paid up was effective from July 10, 2024.

The Nomination & Remuneration Committee on August 05, 2024 allotted 6,56,000 (Six Lakh Fifty-Six Thousand Only) Equity Shares of RS.1/- each to the 'PG Electroplast Limited Employees Welfare Trust' under PG Electroplast Employees Stock Options Scheme - 2020.

The post allotment, paid-up Equity Capital of the Company after sub-division/split of Equity Shares stands increased to RS.26,16,34,440/- consisting of 26,16,34,440 Equity Shares of face value of RS.1/- each.

Mr. Sharad Jain (DIN: 06423452) ceased to be NonExecutive Independent Director of the Company upon completion of his second term of 5 (Five) years with effect from close of business hours on August 10, 2024.

Except for the details mentioned above, there is no material change and commitment occurred between March 31, 2024 and the date of this report, which may affect the financial position of the Company.

32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:

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

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

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

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

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

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

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

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

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

The Directors extended their vote of thanks to the Company's employees, customers, vendors, business associates investors and all stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their cooperation. The Directors appreciate and value the contribution made by every member of the PG Group.