Your Board of Directors take pleasure in presenting the 32^nd Board’s Report of the Company together with
the Audited Financial Statements for the year ended on 31^st March, 2025.

STATEMENT OF COMPANY’S AFFAIRS

During the year under review, the Company achieved the sales turnover of ? 6488.03 Lacs as against
? 5095.64 Lacs of the previous financial year. The profit before tax and after tax are at ? 315.82 Lacs and
? 238.47 Lacs respectively for the Financial Year 2024 - 25 as against loss of ? 294.36 and ? 177.72 Lacs
for the previous financial year.

RESERVES

The Company has not transferred any amount to reserves during the year under review.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
AS REQUIRED UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The funds raised through issuance of Equity Shares to promoters and non-promoters on private placement
basis, have been utilized as per the objects / purpose of such issue as stated in the Explanatory statement of
the Notice of Extra Ordinary General Meeting (“EGM”) of the Company held on 14^th August, 2024 and
30^th November, 2024. Further, the utilization of the issuance proceeds is in line with the objects of the issue
and there is no deviation or variation therefrom.

The amount proposed to be raised by way of present preferential allotment shall be utilized as under:

DIVIDEND

The Company is putting continuous effort to expand its existing infrastructure, so the Company is not in a
position to declare any dividend for the year. Therefore, no dividend is proposed to be declared.

DEPOSITS

The Company has not accepted any deposits from the public or its employees during the year under review.
CAPITAL

The Authorized share capital of the Company is Rs. 25,00,00,000.00 divided into 5,00,00,000 equity shares
of Rs. 5 each. The paid-up equity capital of the Company is Rs. 11,66,75,540.00 divided into 2,33,35,108
equity shares of Rs. 5 each.

The Company had issued and allotted equity shares during the year under review. The details of
which are as follows:

1. The Board of Directors in its meeting held on September 10^th, 2024 approved the allotment of
1,05,00,000 (One Crore and Five Lakhs only) Equity Shares of Face Value of INR 5/- each (Indian
Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs.
12.00/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the Company
and 19,00,000 (Nineteen Lakhs only) convertible Warrants, Convertible into Equity Shares of Face
Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each,
including a premium of Rs. 12.00/- (Rupees Twelve Only) each, ranking pari-passu with existing equity
shares of the Company to Person(s) belonging to Promoter and Non-Promoter Category on Preferential
Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to
INR 11,22,36,540 (Indian Rupees Eleven Crore Twenty-Two Lakh Thirty-Six Thousand Five hundred
and forty only) divided into 2,24,47,308 (Two Crore Twenty-Four Lakh Forty-Seven Thousand Three
Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

2. The Board of Directors in its meeting held on January 24, 2025 approved the allotment of 8,87,800
(Eight Lakhs Eighty-Seven Thousand and Eight Hundred only) Equity Shares of Face Value of INR
5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty Only)
each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking pari-
passu with existing equity shares of the Company and 19,47,400 (Nineteen Lakhs Forty-Seven
Thousand and Four Hundred only) convertible Warrants, Convertible into Equity Shares of Face Value
of INR 5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty
Only) each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking
pari-passu with existing equity shares of the Company to Person(s) belonging to Non-Promoter
Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to
INR 11,66,75,540 (Indian Rupees Eleven Crore Sixty-Six Lakh Seventy-Five Thousand Five hundred
and forty only) divided into 2,33,35,108 (Two Crore Thirty-Three Lakh Thirty-Five Thousand One
Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

MATERIAL CHANGES AND COMMITMENTS

The company has not made any material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this report.

BOARD MEETINGS

During the Financial Year ended March 31, 2025, Fifteen Board Meeting were held and the maximum time
gap between two meetings did not exceed 120 days. The dates on which the Board Meetings held were as
follows:

*Board Meeting dated 30^th May, 2024 was adjourned due to lack of quorum.

** Board meeting dated 11^th July ,2024, 19^th July,2024, 10^th September,2024 and 24^th January,2025 were
duly held and convened. However, these were inadvertently not reported to Bombay Stock Exchange in
Quarterly Corporate Governance Report.

Requisite quorum was present for all the meetings. The maximum gap between any two meetings did not
exceed threshold period.

DIRECTORS

As on closing of the year, the board of directors was comprised of Five Directors with an optimum
combination of Executive, Non-Executive and Independent Directors. The composition of the Board and
category of Directors is as follows:

S NO NAME OF DIRECTOR CATEGORY

However, Shri Himanshu Duggal and Shri Nirdesh Agarwal have been appointed as an Independent
Director of the company with effect from 01^st April,2024 and Shri Pradip Asopa and Shri Anil Kumar had
completed their tenure as Independent Director and vacated their office with effect from 01.04.2024

The Board meets regularly and is responsible for the proper direction and management of the Company.

In accordance with the provisions of the Articles of Association of the Company, Mr. Amit Dalmia (DIN:
00083646) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and Rules made there under and are independent of the management.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for developing competency requirements for
the Board based on the industry and strategy of the Company. The Nomination and Remuneration
Committee reviews and evaluates the resumes of potential candidate’s vis-a-vis the required competencies.
The Nomination and Remuneration Committee also meets with potential candidates, prior to making
recommendations of their nomination to the Board. At the time of appointment, specific requirements for
the position, including expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes and independence of Directors in terms of Section 178(3) of the Act.

Qualifications: A transparent Board nomination process is in place that encourages diversity of

thought, experience, knowledge, perspective, age and gender. It is also ensured
that the Board has an appropriate blend of functional and industry expertise. While
recommending the appointment of a Director, the Nomination and Remuneration
Committee considers the manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors of the Board of
the Company are also expected to demonstrate high standards of ethical behavior,
strong interpersonal and communication skills and soundness of judgment.
Independent Directors are also expected to abide by the Code of Independent
Directors as outlined in Schedule IV to the Act.

Independence: In accordance with the above criteria, a Director will be considered as an

‘Independent Director’ if he/she meets with the criteria for ‘Independent Director’
as laid down in the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria and the performance
evaluation process for the Board, its Committees and Directors. The Board’s functioning is evaluated on
various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to various Committees, effectiveness of
Board processes, information and functioning.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and
guidance/support to the management outside Board/Committee meetings. The Committees of the Board
were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and
effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the Board. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board, its Committees and the Directors.

The Chairman of the Board provided feedback to the Directors on the significant highlights with respect to
the evaluation process of the Board.

AUDITORS:

STATUTORY AUDITORS: M/s. Vishal G Goel & Co., Statutory Auditors of the Company

hold office till the conclusion of this upcoming Annual General
Meeting.

SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act,

2013 and the rules made there under, the Company had appointed
M/s. R Miglani & Co., Company Secretaries to undertake the
Secretarial Audit of the Company for the year ended on 31^st
March, 2025. The Secretarial Audit Report is annexed as
Annexure I.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under
Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of
the Companies Act, 2013.

Explanation on Comments of Statutory Auditor in Audit Report for the Financial Year ended 31st
March, 2025:

(i) Company has Equity (paid up capital and reserves) of Rs. 6031.07 Lacs and Borrowings including
short term borrowing of Rs. 9102.02 Lacs as on 31^st March, 2025. Borrowing are 1.51 times of
Equity (paid up up capital and reserves.)

The limit of Borrowing approved by Shareholders of the Company is Rs. 150 Crore and total
borrowing is within that limit.

(ii) Company has not appointed Chief Financial Officer till Audit Report Date.

The Company is trying its best to appoint CFO and has already took interviews of few candidates.
Negotiations are being made on compensation as per the size of the Company. However, No
candidate has agreed on that compensation. We are still trying our best to appoint CFO.

(iii) The Company has no pending litigations which have the impact on its financial position in its financial
statements except stated herein below;

* * Director General of GST intelligence (DGGI) Jaipur Zonal Unit conducted an search at the
Kishangarh (Rajasthan) office, Factory at Behror (Rajasthan) and directors Residential Premises
and an amount of Rs. 730.00 Lacs deposited by the company on the insistence of the GST
department under protest

No Show Cause Notice has been issued by DGGI, Jaipur Unit till date and the amount of tax
deposited by the Company has not been appropriated by the Department. Therefore, it is clear from
the above that there is no change in the facts or circumstances in the information. It is a trite law
that the amount deposited by the Taxpayer during investigation/search proceedings cannot be said
to be voluntary in nature and the same is liable to be refunded along with interest. The courts have
further held that collection/retention of such amounts towards tax would give it a colour of
coercion, which is not backed by the authority of law.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year

ended 31st March, 2025:

(iv) The company is required to appoint Chief Financial officer in accordance with the provisions of
Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Company is liable under provisions of
Section 203(5) of the Companies Act, 2013. The management has not taken any satisfactory action
to comply with the section 203 and rules thereunder.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at
earliest.

(v) The Company is in non-compliance with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as it has not appointed an
Internal Auditor during the audit period. The Company is required to appoint an Internal Auditor

in accordance with the said provisions. The management has not taken any satisfactory action to
comply with the section 138 and rules thereunder.

The Board of Directors are trying its best to appoint Internal Auditor and assure they will appoint
Internal Auditor at earliest.

(vi) The listed entity did not make the disclosure within the prescribed timeline under Regulation 23(9)

of SEBI (LODR) Regulations, 2015 and submitted it to the stock exchange with a delay for the half
years ended March 2024 and September 2024.

The Company has not taken adequate corrective action, as the delay has occurred again in the
current year despite a similar non-compliance in the previous year. A fine of Rs. 5,900/- was paid
in this regard.

The Management has discussed the same and will take extra precaution to avoid such delay.

(vii) The listed entity has not made disclosure within prescribed time under Regulation 33(3)(d) of SEBI
(LODR) Regulation, 2015 and has made delayed submission with stock exchange. This non¬
compliance was also observed in the previous year and continues to persist. The Company has paid
a fine of Rs. 2,47,800/- for this delay.

The Management has discussed the same and will take extra precaution to avoid such delay.

(viii) The Company has not made disclosure within prescribed time under Regulation 33(3)(a) of SEBI
(LODR) Regulation, 2015 and has made delayed submission with stock exchange. The Company
has not taken satisfactory corrective measures to address this repeated non-compliance and paid a
fine of Rs. 5,900/-.

The Management has discussed the same and will take extra precaution to avoid such delay.

(ix) The Company is maintaining a functional website however the information available on the website
of the listed entity is not up to date and requires update of the compliances and information of
previous quarters under Regulation 46 of SEBI (LODR) Regulation, 2015.

The Management has discussed the same and will take extra precaution to avoid such delay.

(x) The listed entity failed to submit the Annual Secretarial Compliance Report for the financial year
ended 2024 in XBRL format within the prescribed timeline and paid a fine of Rs. 9,440/-.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xi) The listed entity has not appointed a Chief Financial Officer (CFO) within the prescribed timeline
under Regulation 26A(2) of SEBI (LODR) Regulations, 2015.The position has remained vacant
for a prolonged period, constituting a repeated non-compliance with respect to the appointment of
Key Managerial Personnel.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at
earliest.

(xii) There was an inadvertent delay in furnishing prior intimation of the Board Meeting held in
November 2024.

The Company has since taken steps to strengthen internal compliance mechanisms to avoid
recurrence. No monetary penalty was imposed by the exchange for this delay.

(xiii) The listed entity failed to submit the outcome of the Board Meeting held on November 14, 2024,
within the 30-minute timeline under Regulation 30(6) read with Part A of Schedule III of SEBI
(LODR) Regulations, 2015.

The outcome was uploaded only on November 18, 2024, and extra precaution will be taken by the
Company in future.

(xiv) The listed entity published the financial results in newspapers in compliance with Regulation
47(1)(b) but failed to submit publication proof to the stock exchange as required under Regulation
47(3) for the quarters ended March 2024, June 2024, and September 2024.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xv) The listed entity did not submit the confirmation under Regulation 74(5) of SEBI (Depositories and
Participants) Regulations, 2018, within 15 days from the end of the quarter ended December 2024,
resulting in delayed regulatory compliance.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xvi) The listed entity did not file voting results within the prescribed timeline under Regulation 44(3)
of SEBI (LODR) Regulations, 2015, for the general meeting. While no monetary penalty was
imposed, this delay indicates deficiencies in internal compliance controls.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xvii) The Company has not completed the cost audit or filed Form CRA-4 for FY 2023-24 as required
under Section 148 of the Companies Act, 2013 and applicable Rules.

The Management has discussed the same and will file the same without any further delay.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory auditors nor the secretarial auditors have reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed
against your Company by its officers and employees, the details of which would need to be mentioned in
the Board’s Report.

MAINTAINENCE OF COST RECORDS

Cost records have been made and maintained by your Company as specified by the Central Government
under Sub-Section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014.

AUDIT COMMITTEE

As on closing of the year, the Audit Committee of the company comprised Three Non-Executive Directors,
of which two of them are Independent. The Chairman of the committee is an independent Director having
financial and accounting knowledge. The composition of Audit Committee and attendance of Directors at
committee meetings is shown below:

Statutory Auditors were invited to participate in the meetings of Audit Committee wherever necessary.

During the financial year ended 31^st March 2025 the Audit Committee of the company met four times. The

dates of the meetings were:

25^th May, 2024 03^rd August, 2024

06^th November, 2024 07^th February, 2025

The Board has accepted all the recommendations of the Audit Committee during the year.

KEY MANAGERIAL PERSONNEL

In compliance with provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2024¬
25, The Managing Director and the Company Secretary have been nominated as Key Managerial Personnel.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and

stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’

Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2025
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis for the
financial year ended on March 31, 2025;

(v) 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

(vi) 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the
Companies Act, 2013 have been stated in the notes to the Financial Statements forming part of Annual
Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules 2014, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has made expenditure of Rs. 4,83,20,534/- in foreign currency.
PARTICULARS OF EMPLOYEES AND REMUNERATION

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
as Annexure II.

The detail of top ten employees in terms of remuneration drawn as per the provisions of Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
included in Annexure III.

There were no other employees in receipt of remuneration as prescribed under the provisions of Rule 5
(2)(i), (ii) and (iii) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

VIGIL MECHANISM FOR EMPLOYEES E.T.C.

Your Company has established a vigil mechanism for reporting of concerns which is in compliance of the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and listing regulations. The Vigil Mechanism provides for framework
and process whereby concerns can be raised by its employees against any kind of discrimination,
harassment, victimization or other unfair practice being adopted by them. Adequate safeguards are provided
against victimization to those who avail of the mechanism, and access to the Chairman of the Audit
Committee, in exceptional cases, is provided to them.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, The Annual Return as on 31^st March 2025 is available on your Company’s
website: www.pgil.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements’ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming
Annexure IV of the Director’s Report.

INTERNAL FINANCIAL CONTROLS

The Directors had laid down internal financial controls to be followed by the Company and such policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.

DETAILS IN RESPECT OF FRAUDS

No fraud has been reported by auditors under sub - section (12) of section 143 of the Act other than those
which are reportable to Central government.

CORPORATE GOVERNANCE REPORT

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the
Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Separate section on Report of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual
Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached and form part of the Annual Report.

COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable
provisions of the Act and the SEBI (LODR) Regulations. There are no materially significant related party
transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the company at large.

All Related Party and transactions with them has been presented to the Board of Directors in their respective
Board Meeting. The Board Members overseen all the Related Party and the transactions. After the brief
discussions on the following matters:

a) the name of the related party and nature of relationship;

b) the nature, duration of the contract and particular of the contract or arrangement;

c) the material terms of the contract or arrangement including the value, if any;

d) any advance paid or received for the contract or arrangement, if any;

e) the manner of determining the pricing and other commercials terms, both included as part
of contract and not considered as part of contract;

f) whether all factors relevant to the contract have been considered, if not, the details of
factors not considered with the rationale for not considering those factors; and

g) any other information relevant or important for the Board to take a decision on the
proposed transaction.

The Board Authorized the Audit Committee for making the criteria for granting omnibus approval for
Related Party Transactions.

All Related Party Transactions are presented to the Audit committee. Audit Committee consider the
following items before making the Omnibus approval:

a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus route
in a year;

b) the maximum value per transactions which can be allowed;

c) extent and matter of disclosures to be made to the Audit Committee at the time of seeking omnibus
approval;

d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered
into by the company pursuant to each of the omnibus approval made;

e) transactions which cannot be subject to the omnibus approval by the Audit Committee.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement
of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.

All the contracts/arrangements/transactions entered with related party for the year under review were on
Arm’s Length basis. Company has entered into material related party transactions during the year under
review. Further disclosure in Form AOC-2 is as attached as Annexure V.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the
website of the Company (www.pgil.com).

CORPORATE SOCIAL RESPONSIBILITY

There is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility
Policy for the company as per the requirement of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and
responsibilities in the company, business model of the company and other related matter are updated on the
website of the Company (www.pgil.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our
Company, the executive directors make presentations to the inductees about the Company's organization
structure, finance, human resources, facilities and risk management.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of
documents as specified in the Regulation.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related
Party Transactions as specified in the Regulation.

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may
affect the entity and manage risks to provide reasonable assurance regarding achievement of entity’s
objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks,
operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury
related risks and information systems risks. The risk management process consists of risk identification,
risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new
risks.

Board has laid down a risk management framework and policy to address the above risks. The objective of
the policy is to identify existing & emerging challenges that may adversely affect the Company and manage
risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board,
none of the risks which have been identified which may threaten the existence of the Company.

CAPITAL AND DEBT STRUCTURE

Your director states that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review: -

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no
companies, which have become or ceased to be the subsidiary and joint venture of the company
during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact
the going concern status and Company’s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be
adopted.

i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against the
Company.

j) The Company did not make any one-time settlement during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied all the Secretarial Standards as applicable during the Financial Year 2024 -

25. ”

ACKNOWLEDGEMENT

Your directors express their sincere thanks and appreciation for the cooperation received from the Investors,
Shareholders, Banks and Business Associates during the year under review. Your directors also wish to
place on record their appreciation for the excellent performance and contribution of the Employees to the
Company’s progress during the year under review.

For and on behalf of the Board

Place: New Delhi
Date: 05^th September 2025

Sd/- Sd/-

Saket Dalmia Amit Dalmia

(Managing Director) (Director)

DIN: 00083636 DIN:0003646