Dear Members
Your directors are pleased to present the 45th annual report
including the audited financial statements of your company for the year ended March 31,
2025.
1. Financial summary
(Rs. in lakhs)
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Profit / (Loss) for the year |
|
|
|
|
| Operating revenue |
41745.23 |
27171.67 |
41745.23 |
27171.67 |
| Other income |
211.53 |
405.04 |
211.32 |
414.86 |
| Total revenue |
41956.76 |
27576.71 |
41956.55 |
27586.53 |
| EBIDTA |
5799.68 |
5850.31 |
5797.59 |
5848.96 |
% to Operating revenue |
13.89% |
21.53% |
13.88% |
21.53% |
Profit / (Loss) before tax |
3754.24 |
4024.65 |
3779.86 |
4061.74 |
| Profit / (Loss) after tax |
2855.26 |
2812.15 |
2873.33 |
2841.76 |
| % to Total revenue |
6.81% |
10.20% |
6.88% |
10.30% |
| EPS (Rs.) |
5.31 |
5.23 |
5.34 |
5.27 |
| Appropriations |
|
|
|
|
Retained earnings at beginning
of the year |
11960.57 |
9331.21 |
11948.93 |
9296.06 |
Profit / (Loss) for the year |
2855.26 |
2812.15 |
2869.53 |
2835.66 |
Non-controlling interest |
|
|
|
|
Dividend paid for previous
year and tax thereon |
(268.81) |
(182.79) |
(268.81) |
(182.79) |
Retained earnings at end of
the year |
14547.02 |
11960.57 |
14549.65 |
11948.93 |
2. State of affairs
The performance of the company in terms of Revenues has improved
during the year 2024-25. Operating EBIDTA is Rs. 5799.68 as compared to Rs. 5850.31 lakhs
and Profit before tax is Rs.3754.24 lakhs as compared to Rs. 4024.65 during previous year.
Profit after tax stands at Rs.2855.26 lakhs as compared to Rs. 2812.15 lakhs for the year
2023-24. The Raw Material supplies and prices were stabilized during the year which will
give positive impact in near future. Operations Production of detonators was 10.36
million pieces as against 11.55 million pieces in previous year. The Company has executed
several orders in defence during the year
Operations & maintenance contracts at Sriharikota has been
satisfactory during the Financial Year 2024-25.
The production of bulk explosives increased to 8557 tonnes from
previous year's 8522 tonnes.
3. Capital expenditure
During the year the company incurred the capital expenditure of
Rs.995.58 lakhs on fixed assets, Rs.8.00 lakhs on right-of-use of asset and Rs.81.28 lakhs
on intangible assets.
4. Dividend
The Board of Directors of your company, at their Meeting held on
May 22, 2025, has recommended payment of Rs. 0.50/- (Rupees Fifty paise only) (25%) per
equity share, as final dividend for the financial year ended March 31, 2025. The payment
of final dividend is subject to the approval of the shareholders at the ensuing Annual
General Meeting (AGM) of the Company. The dividend on equity shares for the financial year
2024-25 would aggregate to Rs. 268.81 Lakhs.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
Dividend Distribution Policy
In accordance with Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
your Company has adopted a Dividend Distribution Policy formulated by the Board specifying
the financial parameters, factors and circumstances to be considered in determining the
distribution of dividend to shareholders and / or retaining profits earned by the Company.
The web link of the Dividend Distribution Policy has been provided below for the perusal
of the shareholders - https:// www.pelgel.com/codconcsr.html
5. Share capital and reserves
a) Stock Split
During the financial year under review, the existing equity shares
of the company have undergone sub-division/ split, such that 1 (one) equity share having
face value of Rs.10/- each, fully paid-up, was sub-divided/ split into 5 equity shares
having face value of Rs. 2/- each, fully paid-up, ranking pari-passu in all respects with
effect from June 21, 2024 ("Record Date"), pursuant to the approvals received
from the shareholders of the company through postal ballot by way of remote e-voting on
Saturday, May 25, 2024 (being the last date of remote e-voting).
b) Alteration of AOA and MOA of the company During the financial
year under review, the Capital Clause
(Clause V) of the Memorandum of Association of the Company was
altered/amended, pursuant to the split of face value of equity shares of the company from
Rs. 10/- (Rupees Ten) each to Rs. 2/- (Rupees Two) each, through Postal Ballot process
(Postal Ballot Notice dated April 19, 2024) by way of remote e-voting. The approval of the
members was received on Saturday, May 25, 2024 (being last date of remote e-voting).
c) Share capital During the year under review, there is no change
in the Share Capital of the Company, which stood at Rs. 15,00,00,000/- (Rupees Fifteen
Crores Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) equity shares having face
value of Rs.2/- each and the paid up Share Capital of the Company as on March 31, 2025 was
Rs.10,75,22,390/- divided into 5,37,61,195 equity shares of Rs.2/- each fully paid up,
except stock split due to which the existing equity shares of the company have undergone
sub-division/ split, such that 1 (one) equity share having face value of Rs.10/- each,
fully paid-up, was sub-divided/ split into 5 equity shares having face value of Rs. 2/-
each, fully paid-up, ranking pari-passu in all respects with effect from June 21, 2024
("Record Date") Apart from the above, the company has not raised any funds or
issued further shares in the form of equity during the financial year ended on March 31,
2025.
d) Transfer to Reserves The company retained the entire surplus in
the Profit and Loss Account and hence no transfer to General Reserve was made during the
year.
6. Deposits
During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
7. Change in the nature of business, if any
During the year, there was no change in the nature of business of
the company.
Accidents at Peddakandukuru and Katepally Facilities
During the financial year, there was a fire accident on January 04,
2025 in one of the pyro technique manufacturing facility at Peddakandukuru plant,
resulting in damage to the building and equipment. We are deeply saddened to report the
loss of one person in this incident.
Subsequent to the date of financial statements, on April 29, 2025, a
fire and explosion occurred in the propellant mixing building at our Katepally
plant/facility, leading to significant structural and equipment damage and, most
regrettably, the loss of four lives. The operations at the plant were temporarily paused
to facilitate restoration of structures and replacement of equipment/machinery.
We extend our sincere condolences to the families of the deceased and
have taken steps to support them. The safety and well-being of our employees remain our
highest priority. Comprehensive internal investigations have been conducted, and we are
reinforcing our safety protocols, training programs, and operational procedures to prevent
recurrence of such incidents.
All affected assets were appropriately insured, and the Company has
initiated claims under its insurance policies.
8. Material changes and commitments after the reporting period Other
than above, there have been no material changes and commitments affecting the financial
position of the company, which have occurred between the end of the financial year to
which the financial statements relate and the date of this Report.
9. Subsidiary companies, Jointly controlled entity and
consolidated financial statements
a) PELNEXT Defence Systems Private Limited, a 100% subsidiary company
Incorporated on July 15, 2016 PELNEXT is expected to be operated as a
special purpose vehicle in defence explosives business. The company incurred a net loss of
Rs. 0.91 lakh during 2024-25 (Rs.0.90 lakh during 2023-24). As on 31st March, 2025,
Premier Explosives Limited held 10,000 Equity shares in PELNEXT representing 100% of
equity share capital.
b) Premier Wire Products Limited (PWPL), an 80% subsidiary company
PWPL was engaged in manufacture of Galvanised Iron (GI) Wire catering
to the requirements of detonator-manufacturers, having its registered office at
Secunderabad, Telangana. The Company's manufacturing facilities are located at
Ramajipet, Yadadri Bhuvanagiri District of Telangana. Due to lower demand for GI wire from
detonator-manufacturers, the company has sold major property, plant and equipment,
dismantled building, terminated all the employees and intimated closure of factory to
various authorities during the year 2021-22.
The company incurred a net profit before tax of Rs. 26.53 lakhs during
the year ended March 31, 2025 and the company has accumulated profit of Rs. 15.91 lakhs as
at March 31, 2025 (Revenue of Rs.Nil lakhs and Net Loss of Rs.3.07 lakhs during previous
year). As on 31st March, 2025, Premier Explosives Limited held 52,00,000 Equity shares in
PWPL representing 80% of their equity share capital.
c) Global Premier Limited, a 49% jointly controlled entity
The Registrar of Companies, Mumbai, on March 07, 2025 has duly approved
the incorporation under the Companies Act, 2013, of GLOBAL PREMIER LIMITED, a joint
venture company between Premier Explosives Limited (PEL) and Global Munition Limited, a
subsidiary of NIBE Ordanance and Maritime Limited (NIBE Group Company) to manufacture
Defence and Aerospace products.
d) Consolidated financial statements
Pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI
Listing Regulations, the Consolidated Financial Statements prepared in accordance with the
Indian Accounting Standards, notified under the Act is attached to this report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited financial statements of the company including consolidated financial
statements and related information of the company and the financial statements of the
subsidiaries, are available on the website of the company www.pelgel.com. Any Member
desirous of obtaining copies of the said financial statements may write to the company at
investors@pelgel.com These documents will also be available for inspection during business
hours at the registered office of the Company.
Details of consolidated entities are given in the Annexure
1, Form AOC-1: Statement containing salient features of the financial
statements of subsidiaries / associate companies / joint ventures.
10. Future outlook
The Company has received multiple Development Orders from Overseas
Customers for design and development of propulsion systems for Guided Artillery rockets
and SAM propulsion systems. We have also received further production orders for booster
rockets and warheads for Loitering Munition/UAVs which were developed by the company
earlier.
One of the thrust areas for your company is to successfully design and
develop the new rocket and missile propulsion systems which will be followed_ by supply of
bulk quantities for the production orders. The increase in export orders will be playing a
major_part of our revenues in future business PEL is now not only diversifying its
products but also taking on new challenges especially post OP-Sindoor. In addition to
making countermeasures like Chaffs & Flares for the Air Force & Nipun Mines for
the Indian Army, PEL in the current year has also embarked on taking on production of
Canopy Severance System (CSS) for all fighter Planes of the Air Force. The company is
working with complete professional adroitness & a penchant for exactitude to ensure
that the right store is delivered at the right place and the right time to ensure that our
defense forces live up to all challenges against our adversaries.
The operations in Bulk explosives division are also getting stabilized
with the existing supplies order from Singareni and also new supply tender from Coal India
in the month of July 2027 and also the cooling off the commodity / raw material prices.
11. Board matters
A. Directors' Responsibility Statement pursuant to the
provisions of Section 134 of the Companies Act, 2013- Your Board of Directors hereby
confirms that: a) In the preparation of the annual accounts of the Company for the year
ended March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any; b) the accounting policies
selected were applied consistently and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company as at
March 31, 2025 and of the profit and loss of the company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; d) the annual
accounts have been prepared on a going concern basis; e) adequate internal financial
controls have been laid down, have been followed and have been operating effectively; f)
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
B. Declaration of independent directors
The Company has received declarations from all its Independent
Directors that they meet the criteria of Independence as laid down under Section 149(6) of
the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that
they have complied with the Code for Independent Directors prescribed in Schedule IV of
the Companies Act, 2013. Independent Directors of the company have registered their names
in the Independent Director's Database maintained by the Indian Institute of
Corporate Affairs (IICA).
C. Board meetings
During the financial year 2024-25, seven (7) Board meetings were
convened and held on 19th April, 2024; 30thMay, 2024; 18th
July, 2024; 30th August, 2024; 11th November, 2024; 11th
December, 2024 and 12th February, 2025.
D. Board evaluation
Criteria and other details of Board evaluation have been provided in
the Annexure -2, Report on Corporate Governance.
E. Directors and Key Managerial Personnel a. Directors
During the year under review, there were some changes in the Board of
Directors and Key Managerial Personnel (KMPs) of the Company. The Composition of the Board
of Directors as on 31.03.2025 is as under:
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 abovenamed
Directors have registered themselves with the Independent Directors Databank maintained by
Indian Institute of Corporate Affairs (‘IICA') and are either exempted from or
have complied with the requirements of online proficiency self-assessment test conducted
by IICA. The Board is of the opinion that the Independent Directors of the Company possess
the requisite qualifications, experience, proficiency, expertise and hold high standards
of integrity.
b. Retirement by Rotation As per the provisions of the Companies
Act, 2013 read with Companies (Qualifications and Appointment of Directors) Rules, 2014,
Dr. Amarnath Gupta (DIN:00053985) Director, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for reappointment.
The Board of Directors recommends his reappointment at Item No. 3 of
the Notice convening 45th Annual General Meeting of the Company for
consideration of the shareholders along with brief details about him.
The disclosures as required pursuant to Regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of
the Secretarial Standard are given in the Notice convening 45rd AGM, forming
part of the Annual Report.
c. Cessation of Directors: During the financial year under review,
Sri Prabhakar Ram Tripathi (DIN: 00376429), Sri Anil Kumar Mehta (DIN: 00040517), Sri K.
Rama Rao (DIN: 02678860) and Dr. A Venkataraman (DIN: 02669952), Non-Executive Independent
Directors of the Company have completed their second term on August 12, 2024 and
accordingly ceased to be Independent Directors of the Company with effect from August 13,
2024.
Key Managerial Personnel (‘KMP'):
During the year under review, Mr. Srihari Pakalapati has resigned as
Chief Financial Officer w.e.f. September 30, 2024 and Mr. Vijay Kumar B.M has been
appointed as the Chief Financial Officer w.e.f. November 11, 2024.
Pursuant to the provisions of Section 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Key Managerial Personnel of the Company are Mr. T.V. Chowdary, Managing Director, Mr. B.M.
Vijay Kumar, Chief Financial Officer and Mrs. K. Jhansi Laxmi, Company Secretary.
F. Committees of the Board
As required under the Act, and the Listing Regulations, the Board has
constituted the following Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
A detailed disclosure on the Board, its Committees, composition, brief
terms of reference, and no of board and committee meetings held d and attendance of the
directors at each meeting is provided in the Corporate Governance Report, a part of this
Annual Report.
Pursuant to the Cessation of Sri P R Tripathi, Sri K. Rama Rao, Sri
Anil Kumar Mehta and Dr. A. Venkataram, as Non-Executive Independent Directors of the
Company, on completion of their second term of five consecutive years on August 12, 2024:
i) The Audit Committee was re-constituted w.e.f.13.08.2024. The Audit Committee at present
(w.e.f 13.08.2024) comprises of Dr. Narendra Kumar Nanda (Chairman-Independent Director),
Mr. Ch. Seshagiri Rao (Member-Independent Director), Lt.Gen P R Kumar (Member-Independent
Director) and Dr. Amarnath Gupta (Member-Non-Executive Non-Independent Director) as its
Members. ii) the Nomination and Remuneration Committee was re-constituted w.e.f.
13.08.2024. The Nomination and Remuneration Committee at present (w.e.f.13.08.2024)
comprises of Dr. V G Sekaran (Chairman-Independent Director), Mr. Ch. Seshagiri Rao
(Member-Independent Director), Lt.Gen P R Kumar (Member-Independent Director) and Dr.
Amarnath Gupta (Member-Non-Executive Non-Independent Director) as its Members iii) the
Stakeholders' Relationship Committee was re-consituted w.e.f.13.08.2024. The
Stakeholders' Relationship Committee at present (w.e.f. 13.08.2024) comprises of
Lt.Gen P R Kumar (Chairman-Independent Director), Mr. Ch. Seshagiri Rao
(Member-Independent Director), Mr. T V. Chowdary (Member-Managing Director) and Dr.(Mrs.)
Kailash Gupta (Member-Non-Executive Director) iv) After the re-constitution of CSR
Committee, presently, the Corporate Social Responsibility Committee comprises of three
Members viz., Dr.(MRs.) Kumuda Raghavan (Chairman-Independent Director), Mr. T V. Chowdary
(Member-Managing Director) and Dr.(Mrs.) Kailash Gupta (Member-Non-Executive Director)
G. Company's policy on appointment and remuneration of directors a)
Criteria for appointment of directors Director must have relevant experience in finance,
law, management, sales, marketing, administration, research, corporate governance,
technical operations or other disciplines related to company's business.
Director should possess the highest personal and professional ethics,
integrity and values.
Director must be willing to devote sufficient time and energy in
carrying out their duties and responsibilities. Nomination and Remuneration Committee
shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as director and recommend to the Board his / her appointment or
re-appointment. The committee has discretion to decide whether qualification, expertise
and experience possessed by a person are sufficient or satisfactory for the concerned
position.
While appointing an independent director, Nomination and Remuneration
Committee shall consider the ‘independence' of the person also in addition to
the above. b) Policy on directors' remuneration i. Policy The Company shall
remunerate its directors, key managerial personnel, senior management, other employees and
workers appropriately to retain and motivate them as well as to attract new talent when
required. ii. Components of remuneration Remuneration package shall include fixed
component for all employees and variable component to the extent desirable and
practicable. iii. Fixed remuneration It shall be competitive and based on the
individual's education, experience, responsibilities, performance, industry benchmark
in the area, etc.
Fixed remuneration shall comprise of basic salary and other allowances
like house rent allowance, conveyance allowance, etc. which are calculated as certain % of
basic salary. iv. Variable remuneration It is paid to encourage the employees to achieve
set targets and variable remuneration shall be determined on the following basis:
| 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, |
Profit sharing bonus |
X% of Profit divided among
them in proportion of their basic salary (% as decided by Committee of Whole time
Directors) |
| President, Vice President, GM) |
|
|
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
Gas, electricity, water, servant, security, gardener and soft furnishing.(Up to 10% of
basic salary) |
For Management team-as
approved by Committee of Whole time Directors |
vii. Increments
Increments are made taking into account the individual performance,
inflation and company performance.
Workers are given Variable Dearness Allowance as per Consumer Price
Index semi-annually on 1st of April and 1st of October.
Wages of workers at Peddakandukuru are revised every 3 years as per the
agreement between the management and unions.
Increments of other employees are made effective 1st April every year,
as approved by Committee of Whole time Directors upon recommendation of heads of
departments.
Mid-year increments are given in exceptional cases, as approved by the
Managing Director, upon recommendation of concerned director and head of department. viii.
Remuneration to Independent and Non-Executive Directors Remuneration / Commission shall be
in accordance with the statutory provisions of the Companies Act, 2013 and the rules made
thereunder and the Listing Regulations, for the time being in force and shall be entitled
to such sitting fee in respect of the Board and Committee meetings attended, at the rates
approved by the Board and within the applicable provisions of the Companies Act, 2013. ix.
Service contracts, notice period and severance fees: Executive directors have entered into
a service contracts with the company. The tenure of the contract is three/five years.
Reappointment is done by the Board based on the recommendation of the Nomination and
Remuneration Committee. Notice period is as mutually agreed between the director and the
Board.
None of the directors is eligible for severance pay.
H. Formal annual evaluation by the Board
The Board has evaluated its own performance and of individual
directors. The details as required u/s 134(3) (p) of the Companies Act, 2013, are
mentioned in the Annexure 2: Report on Corporate Governance.
12. Transfer of shares and unclaimed dividend to Investor Education and
Protection Fund (IEPF)
During the year under review, your Company transferred unclaimed
dividend amount of Rs.5,07,522.00 (pertaining to interim dividend for the financial year
2016-17) lying with the Company for a period of seven years to the Investor Education and
Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act,
2013. As required under Section 124 of the Companies Act, 2013, your Company had to
transfer during the year 30,290 shares to IEPF Authority, in respect of which dividend had
remained unclaimed for a consecutive period of 7 years. Details of the shares transferred
to IEPF Authority have been uploaded on website of the Company.
13. Auditors
a) Independent Auditors
The Members of the Company at the 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 2025-2026. c) Cost Auditor
The Company has maintained cost records for relevant products
prescribed by the Central Government under the Companies Act, 2013 and Companies (Cost
Records and Audit) Rules, 2014. These records have been audited by M/s. S.S.Zanwar &
Associates, Cost Accountants during the financial year 2024-25.
The Board of Directors of the Company, on the recommendations of the
Audit Committee, have reappointed M/s S. S. Zanwar & Associates, Cost Accountants, as
the Cost Auditors of the Company to conduct the audit of the cost records of certain
products for the financial year for 2025-26 and M/s. SS Zanwar & Associates, Cost
Accountants being eligible have consented to act as the Cost Auditors of the Company for
the financial year 2025-26.. As per the provisions of Section 148(3) of the Companies Act,
2013, the remuneration of the Cost Auditors has to be ratified by the Members and
accordingly the resolution relating to the Cost Auditors' remuneration is being
placed before the Members for their ratification.
d) Secretarial auditor
In terms of Section 204 of the Companies Act, 2013 and Rules made
thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee,
the Board of Directors at their meeting held on August 12, 2025 appointed M/s. K.V.C.
Reddy & Associates, Company Secretaries, Hyderabad, as Secretarial Auditor of the
Company, to conduct the secretarial audit of the Company for a term of five consecutive
financial years commencing from financial year 2025-26 till financial year 2029-30, at
such remuneration as may be determined by the Board of Directors of the Company. Pursuant
to SEBI Notification dated December 12, 2024, the resolution seeking shareholder's
approval for this appointment forms part of the Notice.
14. Independent auditors' report
The Statutory Auditor's report to the Members on the
standalone and consolidated financial statement of the Company for the financial year
ended March 31, 2025 does not contain any qualification, reservation, adverse remark or
any disclaimer.
Reporting of fraud During the year under review, there were no
instances of fraud reported by the Statutory Auditors under Section 143(12) of the
Companies Act, 2013.
15. Credit Rating
During the year under review, ICRA Limited has retained and
assigned the following ratings for Long Term and Short Term Bank facilities of the
Company: a) Long Term Rating - ‘[ICRA] BBB+ (Stable)' b) Short Term Rating
– ‘[ICRA] A2'
16. Management discussion and analysis Report
A detailed review of operations, performance and future outlook of
your Company and its businesses is given in the Management Discussion and Analysis, which
forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
17. Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report (BRSR) of
your Company for the financial year 2024-25 forms part of this Annual Report as required
under Regulation 24(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as Annexure – 11 and Company's weblink -
https://www.pelgel.com/brsr.html
18. Corporate governance
In terms of Regulation 34 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. a separate report on Corporate Governance
along with the Auditors' Certificate on its compliance with the corporate governance
requirements is annexed herewith as Annexure – 2, Auditors' Certificate
as
Annexure-3 and CEO & CFO Certificate as Annexure-4 to
this Report.
19. Secretarial audit report
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, the Board has appointed K.V.C. Reddy &
Associates, Company Secretaries, Hyderabad as Secretarial Auditor, to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit
Report for the financial year ended March 31, 2025 is annexed herewith as Annexure-6. There
are no qualifications, observations or adverse remarks, or disclaimers in the said report.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for
all applicable compliances as per Securities and Exchange Board of India Regulations and
Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued
by Mr. K.V. Chalama Reddy, K.V.C. Reddy & Associates, Company Secretaries, Hyderabad
has been submitted to the Stock Exchanges within the specified time.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards notified by the
Institute of Company Secretaries of India (ICSI).
20. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The Information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure- 7 to this Report.
21. Particulars of loans, guarantees or investments in terms of section
186 of the Companies Act, 2013 Your company a) has not given any loan to any person or
other body corporate other than usual advances for supply of materials and services b) has
not given any guarantee or provide security in connection with a loan to any other body
corporate or person and c) has not acquired the securities of any other body corporate by
way of subscription, purchase or otherwise, exceeding sixty percent, of its paid-up share
capital, free reserve and securities premium account or one hundred percent of its free
reserves and securities premium account whichever is more.
22. Particulars of contracts or arrangements with related parties All
related party transactions entered by the Company during the financial year 2024-25 with
related parties were on arm's length basis and in the ordinary course of business. No
material related party transactions / arrangements were entered into during the financial
year by the Company.
All transactions with related parties were reviewed and approved by the
Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly
basis for related party transactions which are of repetitive nature and entered in the
ordinary course of business and are on an arm's length basis. There were no
materially significant related party transactions that may have potential conflict with
the interest of the Company at large.
The particulars of transactions with related parties referred in
section 188(1) of the Companies Act, 2013 entered by the Company during the financial year
ended March 31, 2025 in prescribed Form AOC-2 is annexed herewith as Annexure – 8 to
this Report. The details of the transactions with related parties were also provided in
the notes to the financial statements.
23. Risk management policy
Your company recognizes Risk Management as a very important part of
business and has kept in place necessary policies, procedures and mechanisms. The company
proactively identifies monitors and takes precautionary and mitigation measures in respect
of various risks that threaten the operations and resources of the company. The Risk
Management Policy of the company is available at the link http://www.pelgel.com/prm.htm.
24. Vigil mechanism policy
Pursuant to the provisions of Section 177 (9) and (10) of the
Companies Act, 2013 a Whistle Blower policy has been established. The policy is available
at the website link http:// www.pelgel.com/pwb.htm.
25. Corporate social responsibility (CSR) activities
A report on Corporate Social Responsibility as per Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board's
Report as Annexure - 9.
26. Prevention of Sexual Harassment (POSH) Policy
Your Company has formulated an anti harassment policy to ensure
safe working environment. The Internal Complaints Committee as provided in the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is duly
constituted by the Company to redress complaints received regarding sexual harassment. The
Company has not received any complaints during the_year. The Company regularly conducts
awareness programs for its employees.
The following is a summary of sexual harassment complaints received and
disposed off during the year:
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 |
Not Applicable |
3. |
Number of cases pending for
more than ninety days |
Not Applicable |
4. |
Number of workshops or
awareness programmes against sexual harassment carried out |
The Company regularly
conducts necessary awareness programmes for its employees |
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 compliant has been received by the Company from any of the employee in
this regard during the year under review
28. Disclosure of significant and material orders passed by regulators
etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 During the year under
review, there were no significant or material order(s) passed by the Regulators /Courts or
Tribunals which would impact the going concern status of the Company and its future
operations. During the year under review, there is no application/ proceeding pending
against the Company under the Insolvency and Bankruptcy Code, 2016, nor the Company has
done any one time settlement with any Bank or Financial Institutions.
29. Disclosure of internal financial control systems and their adequacy
Rule 8(5)(viii) of the Companies (Accounts) Rules 2014 Your company has in place
adequate internal financial controls with reference to financial statements. The Board has
adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records, and aid in the timely preparation of reliable financial statements.
30. Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act,
2013, the Annual Return in Form MGT-7 is available on the company's weblink
https://www.pelgel.com/annualfireturns. html
31. Other Disclosures
• The Company's equity shares were not suspended from trading
during the year under review due to corporate actions or any other reasons.
• There were no revisions to the financial statements and
Directors' Report during the year under review.
• Specific details required under Section 134 of the Act and the
Rules made thereunder, applicable to the Company, have been provided in this report where
applicable.
• There were no application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.
32. Remuneration of directors and employees and related disclosures Remuneration
is paid to directors and employees in accordance with the remuneration policy of the
company and applicable statutory provisions. Disclosure pertaining to the remuneration and
other details as required under Section 197(12) of the Act and the Rules framed thereunder
is enclosed as Annexure-10 to this Report.
33. Listing on stock exchanges
The Company's Equity shares are listed on BSE Limited(Scrip
Code: 526247) and the National Stock Exchange of India Limited(Scrip Code: PREMEXPLN) and
the Listing Fees has been paid to them up to date.
34. Human Resources and Industrial relations
Your directors thank all the employees for their cooperation and
the contribution towards harmonious relationship and progress of the company.
35. Acknowledgements
Your directors place on record their appreciation of the continued
support and cooperation received from all employees, customers, suppliers, financial
institutions, banks, Government of India and various regulatory authorities, members and
other business associates during the year under review.
|
For and on behalf of the Board |
|
Dr. A.N. Gupta |
T.V. Chowdary |
| Secunderabad |
Chairman |
Managing Director |
| 12.08.2025 |
DIN:00053985 |
DIN: 00054220 |
|