Directors Report of Precision Electronics Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 46^thAnnual Report on the business and operations of Precision
Electronics Limited [("the Company" or ("PEL")] along with the Audited Statements of Accounts for the Financial
Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards
("Ind AS") notified under section 133 of The Companies Act, 2013 ("the Act"), read with rule 7 of The Companies
(Accounts) Rules, 2014 ("the Accounts Rules").

Pursuant to and in compliance with the provisions of section 134(3) read with rule 8 of the Accounts Rules, the financial
performance of the Company for the Financial Year ended on March 31, 2025, is summarized below:

PARTICULARS	CURRENTYEAR (FY 2024-25)	PREVIOUS YEAR (FY 2023-24)
Revenue*	4748.38	4764.39
Profit before Depreciation, Interest, & Tax	364.52	377.30
Depreciation	87.59	49.44
Finance Cost	258.12	216.09
Exceptional items	-	-
Net profit before Tax	18.81	111.77
Provision for Tax	76.46	(33.96)
Net profit after tax	(57.64)	145.74

*Revenue is net of Goods and Services Tax.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material change(s) and commitment(s), except elsewhere provided in this report, affecting the
financial position of the Company between the end of the financial year of the Company i.e. March 31, 2025, and the
date of this report. However, the Company has substantial orders in hand for execution in the financial year 2025-26. In
this regard, appropriate disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been duly made. As a result, the Company anticipates revenue growth exceeding 50% in the
current financial year, which is likely to necessitate mobilization of additional financial resources.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year ended on March 31,
2025.

DIVIDEND

On account of the loss after tax reported by the Company, no dividend is recommended for the financial year under
review (previous year nil).

TRANSFER TO RESERVES

Details of the amount which the Company carries to reserves are provided in Note No. 18 to the Financial Statements.
OPERATIONAL HIGHLIGHTS AND STATE OF THE COMPANY''S AFFAIRS

Overall revenue of the Company for the year ended March 31, 2025, was recorded at about Rs. 4748.38 lakh with a Profit
before Tax (PBT) of Rs. 18.81 lakh as compared to the previous Financial Year 2023-24 revenue of Rs. 4764.39 lakh and
PBT of Rs. 111.77 lakh respectively.

As a strategy, your Company has been working over the past few years to increase the share of manufacturing business

as a percentage of our revenues to bring in stability and predictability in our operations and cash flow. This has
resulted in the introduction of business lines that are different than the traditional ones, wherein the core revenue
stream was reported under Telecom and Infra services. The current business lines have been detailed in our earlier
reports. The segment reporting of the Company has accordingly been altered for a more meaningful representation in
a single segment as per IND AS-108 on segment reporting during the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(I) INDUSTRY STRUCTURE AND DEVELOPMENTS

A. MAKE IN INDIA: The Indian Ministry of Defence and the Ministry of Home Affairs are increasingly
procuring Indian products and technologies when it comes to Small Arms, Electro-Optics, Military
Communications, Drones, and Anti-Drones. The recipients of the Ministry of Defence contracts are also
typically finding success in Export markets. PEL''s Tactical Infrastructure solutions and/or
Manufacturing solutions are already in the Supply Chain of several such Original Equipment
Manufacturers.

B. DEFENCE MANUFACTURING: The market for the manufacturing of articles that require a Defence
Industrial license has greatly risen in India and is highly relevant for Defence Exports as well. GOI aims to
triple annual defence production to Rs. 3Lakh Cr and double the exports to Rs. 50,000 Cr by 2028-29. In
addition, it has set a goal of 70% self-sufficiency in weaponry by 2027. Ministry of Defence and Ministry
of External Affairs are supporting Indian Exporters via their Embassies in 45 targeted countries to
provide a Government umbrella for lead generation, evaluation, and contract closure. PEL was one of the
earliest recipients of two (2) Defence Industrial Licenses.

C. DRONE & ANTI-DRONE MARKET: Modern warfare globally utilizes Drones and Anti-Drones in a
major way. Not only Militaries but also Homeland Security and Critical Infrastructures are mandatorily
required to protect themselves from rogue Drones, thereby creating a need for PEL''s Tactical
Infrastructure products. Our ever-enhancing product range of Masts, Tripods, and Pedestals is most
relevant for Drones (mid-long range) as well as Anti-Drones of all types.

D. AGILE INFRASTRUCTURE: As a one-stop shop for Telescopic Masts, Tripods, Pedestals, Power
Electronics, and Active Interconnectivity, PEL provides innovative turnkey solutions for Border Forces,
Police Forces, Critical Infrastructures, Military, 4G/5G Cellular, Disaster Management and the
Construction industry. PEL is recognized as a Center of Excellence in India for Tactical Infrastructure and
is frequently sought after by end-users to provide feasibility and develop solutions for emerging use
cases.

E. ALTERNATE TO CHINA SOURCING: Western countries are looking for non-Chinese sources in the
Supply Chain of the solutions they are procuring, and this has opened up several opportunities for PEL
for Manufacturing Services for Mechanics and Electro-Mechanics.

(II) SEGMENT-WISE OUTLOOK

The Company has structured its revenue streams as follows:

A. Manufacturing: This segment consists of all the items that are manufactured in-house viz, Masts,
Pedestals, Machined parts, Electronic equipment, etc. This is the focus segment of the Company and the
revenue has seen an increase from about Rs. 2089 lakh in FY 2023-24 to Rs. 3400 lakh in FY 2024-25, a
growth of about 61%. A similar growth is projected to be maintained in the current FY 2025-26 with a
robust order in hand and expansion of production capacity.

B. Service: This segment consists of Engineering Services that are inclusive of SITIC (Supply, Install, Test,
Integrate, and Commission) and Warranty & AMC support on behalf of foreign and local customers. This
segment targets large Domestic/ Foreign Original Equipment Manufacturers and Domestic/ Foreign
Systems Integrators that require in-country support for highly sophisticated technologies and represents
about 10% of overall revenues.

(III) SWOT ANALYSIS
STRENGTHS

1. 46 years of TRUST built in the industry

2. PEL products deployed PAN-India in National Telecom Networks and Defence/ Paramilitary Forces

3. Licenses, Approvals, and Clearances from Govt/ Institutional/ Export customers in place
WEAKNESSES

1. Shortage of high-quality talent as well as a vendor ecosystem to deliver MIL grade materials in smaller
lots and timelines;

2. PEL brand is relatively unknown in the US/ Europe, which has the lion''s share of the Global market of
Tactical Infra and Manufacturing.

OPPORTUNITIES

1. MAKE IN INDIA in the Indian Aerospace & Defence sector, creating opportunities for Indian
Manufacturers;

2. Focus of Indian Government on Defence & Telecom Exports;

3. The current geopolitical situation has enhanced the demand for defence/security products;

4. China 1 OR "Other than China" continues to be an opportunity for Indian products.

THREATS

1. Geopolitical volatility could negatively influence India''s exports;

2. Input costs may increase due to disruptions in the supply chain;

3. Availability of Capital needed to quickly scale.

(IV) INTERNAL FINANCIAL CONTROL & OTHERS

The Company has in place adequate Internal Financial Controls ("IFC") with reference to financial statements,
and such internal financial controls are operating effectively. Your company has adopted 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 competence of
the accounting records, and timely preparation of reliable financial disclosures.

Based on this evaluation, no significant events had come to notice during the Financial Year ended on March 31,
2025, that have materially affected or are reasonably likely to materially affect our IFC. The management has also
come to a conclusion that the IFC and other financial reporting was effective during the Financial Year ended on
March 31, 2025, and is adequate considering the business operations of the Company.

(VI) HUMAN RESOURCE DEVELOPMENT

Your Company believes that employees are the most valuable assets of an organization and the optimum
utilization of the skill, knowledge, and attitude they possess is instrumental to the growth of the organization.
Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork, and a performance-driven
culture. The focus has been on creating reserves through cross-functional and interdisciplinary exposure at all
levels to ensure redundancy and robustness in the organization. The total number of employees of the Company
as on 31st March 2025 stood at 112. .

(VII) SIGNIFICANT KEY FINANCIAL RATIOS
Ratio Analysis (2024-25)

Sl.	Particulars	FY 2024-25	FY 2023-24	REMARKS
No.
1	Debt Service Coverage Ratio	1.02	1.31	Due to decrease in margins
2	Return on Equity Ratio	(0.05)	0.10	Due to decrease in margins
3	Inventory Turnover Ratio	1.60	1.93	The company is managing its inventory efficiently indicating that the company is selling the goods quickly.
4	Receivables turnover	3.82	3.65	The company is managing its debtors effectively.
5	Net Profit Margin Ratio (%)	(1.41)	3.11	Due to decrease in margins
6	Return on Capital Employed	0.06	0.13	Due to decrease in margins
7	Return on Investment (%)	4.28	7.44	Due to decrease in margins

DEPOSITS

The Company has not invited or accepted any deposits during the year under review, falling within the ambit of
section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposit) Rules, 2014.

SHARE CAPITAL

The Company''s Authorised share capital during the financial year ended March 31, 2025, remained at Rs.
20,00,00,000/- (Rupees Twenty Crores only). The paid-up share capital of the Company is Rs. 13,84,87,620/- (Rupees
Thirteen Crore Eighty-Four Lakhs Eighty-Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512
fully paid-up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited
equity shares.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions (RPTs) entered into by the Company were approved by the
audit committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained
for related party transactions which are of a repetitive nature and entered in the ordinary course of business and on an
arm''s length basis, except for the remuneration of the Managing Director and the Whole Time Director, which were
subsequently ratified by the Audit Committee.

Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") states that all RPTs with an aggregate value exceeding Rs. 1000 crore or 10%
of annual consolidated turnover of the Company as per the last audited financial statements of the Company,
whichever is lower, shall be treated as Material Related Party Transaction ("MRPTs") and shall require approval of
shareholders by means of ordinary resolution. The Company has obtained the approval of shareholders for entering
into MRPTs, with Victura Technologies Private Limited (formerly known as Victora Auto Private Limited) and Victora
Automotive Pvt. Ltd., to be entered during the financial year 2024-25.

The related party transaction policy of the Company can be accessed on the Company''s website at www.pel-india.in.

Details of related party transactions entered into by the Company have been disclosed in the notes to statements
forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year under review, there was no transaction of loan, guarantee or investment by the Company within the
ambit of Section 186 of the Act.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any subsidiary/ joint venture/ associate company. Further, no Company has become or
ceased to be a subsidiary/joint venture/associate company of the Company during the year under review. Hence,
Form AOC-1 containing salient features of the subsidiary/joint venture/associate Company is not required.

DISCLOSURE OF AGREEMENTS ENTERED BETWEEN THE COMPANY AND ITS SHAREHOLDERS/
PROMOTERS/DIRECTORS/KMP

As per Regulation 30A read with clause 5A to para A of part A of Schedule III of Listing Regulations, the Company has
not entered into any agreement with its Shareholders, Directors, or KMPs during the financial year which would
impact the management or control of the listed entity.

DETAILS OF DEVELOPMENTS, ACQUISITIONS, AND ASSIGNMENTS OF MATERIAL INTELLECTUAL
PROPERTY RIGHTS

During the period under review, the company has not made any developments, acquisitions, or assignments in respect
of any material intellectual property rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company recognizes the benefits of having a diverse Board, and increasing diversity at the Board level is viewed
as an essential element in maintaining a competitive advantage. Your Company believes that a diverse Board will
leverage differences in thought, perspective, knowledge, skill, industry experience, cultural and geographical
backgrounds, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contributes towards driving business results, making corporate
governance more effective, enhancing quality and responsible decision-making capability, ensuring sustainable
development, and enhancing the reputation of the Company.

Board of Directors:

1. On the recommendations of Nomination and Remuneration Committee ("NRC"), the Board, subject to the
approval of the shareholders, has approved the appointment of Mr. Deepto Roy as an Additional Director in the
category of Independent Director for a second term of 5 years, w.e.f May 2, 2024 due to completion of his first
tenure as on May 1, 2024. Subsequently, the shareholders of the Company by way of postal ballot on June 30,
2024, approved his appointment as an Independent Director of the Company for a second term of 5 years w.e.f
May 2, 2024.

2. The term of appointment of Mr. Ashok Kumar Kanodia as Managing Director has come to an end on August 13,
2024, and he wishes to step down from the position of Managing Director. Thus, on the recommendations of
NRC, the Board, subject to the approval of the shareholders, has approved his appointment as Whole Time
Director to be designated as "Executive Chairman" of the Company w.e.f. August 14, 2024, for a term of 3 years.
Subsequently, the shareholders of the Company at the 45th Annual General Meeting held on September 24,
2024, approved his appointment as an Executive Chairman of the Company w.e.f. August 14, 2024, for a term of
3 years.

3. The term of appointment of Mr. Nikhil Kanodia as Whole Time Director cum President had come to an end on
August 11, 2024 and pursuant to succession plan and pursuant to recommendations of NRC, the Board, subject
to the approval of the shareholders, has approved his appointment as Managing Director w.e.f August 12, 2024
for a term of 5 years. Subsequently, the shareholders of the Company at the 45th Annual General Meeting held
on September 24, 2024, approved his appointment as a Managing Director of the Company w.e.f. August 12,
2024, for a term of 5 years.

4. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the
appointment of Mr. Dinesh Kumar Batra as an Additional Director in the category of Independent Director for a
term of consecutive 5 years, w.e.f. August 7, 2024. Subsequently, the shareholders of the Company at 45th
Annual General Meeting held on September 24, 2024, approved his appointment as an Independent Director of
the Company w.e.f. August 7, 2024, for a term of 5 years.

5. Lt. Gen. (Dr.) Rajesh Pant (Retd.) resigned from the position of Non-Executive Director cum Chairman of the
Company w.e.f close of business hours of August 13, 2024. The Board in its meeting held on August 7, 2024,
places on record its deep appreciation for the contributions and guidance provided by him during his tenure
with the Company.

6. Mr. Sharvan Kumar Kataria (DIN: 03399949) ceased from the position of Non-Executive Independent Director
of the Company, consequent to the completion of his second term of five (5) consecutive years with effect from
September 25, 2024. The Board places on record its deep appreciation for the contributions and guidance
provided by him during his tenure with the Company.

7. Mr. Suresh Vyas (DIN: 00085571) resigned from the position of Non-Executive Independent Director of the
Company w.e.f. close of business hours of November 13, 2024. The Board, in its meeting held on November 13,
2024, places on record its deep appreciation for the contributions and guidance provided by him during his
tenure with the Company.

8. Mr. Rahul Goenka (DIN: 00002440) resigned from the position of Non-Executive Director of the Company w.e.f.
close of business hours of November 13, 2024. The Board in its meeting held on November 13, 2024, places on
record its deep appreciation for the contributions and guidance provided by him during his tenure with the
Company.

9. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the re¬
appointment of Ms. Preeti Grover (DIN: 00128513) as an Independent Director for her second consecutive term
of 5 years, w.e.f. September 24, 2025.

The Board recommends the confirmation of appointment of Mr. Dinesh Kumar Batra (DIN: 08773363) as an
Independent Director of the Company by way of a Special Resolution in accordance with Regulation 25(2A) of the
Listing Regulations and re-appointment of Ms. Preeti Grover (DIN: 00128513) as an Independent Director for her
second term of consecutive 5 years, w.e.f. September 24, 2025.

Retirement by Rotation:

In accordance with the provisions of section 152 of the Act, Mr. Harbir Singh Banga (DIN: 05313332), is retiring by
rotation at the ensuing AGM of the Company and is eligible for re-appointment. Your Board recommends the re¬
appointment of Mr. Harbir Singh Banga as Director of the Company.

The particulars in respect of Mr. Harbir Singh Banga (DIN: 05313332), Ms. Preeti Grover (DIN: (DIN: 00128513), and
Mr. Dinesh Kumar Batra, as required under Regulation 36(3) of Listing Regulations and Secretarial Standards - 2, are
mentioned in the notice of AGM.

Key Managerial Personnel (''KMP''):

In compliance with the provisions of sections 2(51) and 203 of the Act, the following are the KMP as on March 31, 2025:

1. Mr. Ashok Kumar Kanodia, Executive Chairman

2. Mr. Nikhil Kanodia, Managing Director

3. Ms. Veenita Khurana, Company Secretary* (Ceased w.e.f. June 30, 2025)

Mr. Jagjit Singh Chopra, Chief Financial Officer, has resigned w.e.f. March 9, 2025 and ceased to be the KMP of the
Company.

*After closer of the period under review, Ms. Veenita Khurana, Company Secretary cum Compliance Officer, has
resigned w.e.f. June 30, 2025 and ceased to be the KMP of the Company.

On the Recommendation of NRC, the board has appointed Mr. Manmohan Singh, as a Chief Financial Officer of the
Company w.e.f. May 30, 2025.

On the recommendations of NRC, the board appointed Mr. Punit Amarpalsingh Bajaj, as Company Secretary cum
Compliance Officer of the Company w.e.f. August 6, 2025.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the performance of the Directors
individually as well as the evaluation of the various committees of the Board, forming part of the Corporate
Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors that they, respectively, meet the
criteria of independence prescribed under section 149 read with schedule IV of the Act and rules made thereunder, as
well as Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received, the Board considered
the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill
the criteria of independence and are independent from the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency, in
terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms
of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, all Independent Directors have enrolled themselves on the Independent Directors databank maintained
with the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 4 (four) times during the period under review. The details of the number of meetings of the
Board and various committees of the Board of the Company are set out in the Corporate Governance Report, which
forms part of this report.

SECRETARIAL STANDARDS:

The Directors state that the applicable secretarial standards, i.e. SS-1 and SS-2, relating to meetings of the Board of
Directors and General Meetings have been duly followed by the Company.

REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act and part D of schedule II of the Listing Regulations, the
policy on nomination and remuneration of Directors, KMPs, and senior management of your Company is uploaded on
the website of the Company and may be accessed at www.pel-india.in. During the year under review, there has been
no change to the policy.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures
relating to remuneration and other details, is annexed as Annexure A to this Report.

STATUTORY AUDITORS

In terms of Section 139 of the Act, read with rules made thereunder, M/s Nemani Garg Agarwal & Co., Chartered
Accountants, were appointed as Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of the 43rd AGM till the conclusion of the 48 th AGM.

The statutory auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The statutory auditors have issued an unmodified opinion on the Company''s financial statements for the financial
year ended March 31, 2025, and the auditor''s report for the year under review does not contain any qualification,
reservation, adverse remark, or disclaimer.

The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further
comments.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant
to section 143(12) of the Act.

SECRETARIAL AUDITORS

M/s. Harish Popli & Associates, Company Secretaries, were appointed to conduct the Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith as
Annexure B, and the management''s reply to the reservations/ observations / adverse remark is annexed herewith as
Annexure C to this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the Financial Year ended March 31, 2025, on compliance with all applicable Acts
and SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Harish Popli &
Associates, Company Secretaries, Secretarial Auditor of the Company. The same was submitted to the stock exchanges
in due course.

MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain the cost records.

RISK MANAGEMENT

The Company has in place a robust risk management framework that identifies and evaluates business risks and
opportunities. The Company recognizes that the applicable risks need to be managed and mitigated to protect the
interests of the shareholders and stakeholders, to achieve business objectives, and enable sustainable growth. The risk
management framework is aimed at effectively mitigating the company''s various business and operational risks
through strategic and tactical actions. The factors that affect the Company''s profitability and operations are regularly
monitored.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the year under review, the provisions of Section 135 of the Act, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material order(s) have been passed by the regulators/ courts which would impact the going concern
status of the Company and its future operations during the period under review.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable Accounting
Standards and Schedule III of the Act have been followed, and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are 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 and Loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a ''going concern'' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo as
required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014,
is annexed herewith as Annexure D to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 92 and 134(3)(a) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7, for the financial year ended
March 31, 2025, in the prescribed Form No. MGT-7 is available on the website of the Company at www.pel-india.in.
The Annual Return will be filed with the Registrar of Companies within the prescribed time frame.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of corporate governance and adhering to the
corporate governance requirements set out by the Securities and Exchange Board of India.

The report on corporate governance as stipulated under the Listing Regulations for the financial year 2024-25, and a
certificate issued by M/s. Harish Popli & Associates, Company Secretaries in annexed herewith as Annexure-E to this
report.

VIGIL MECHANISM

A vigil mechanism of the Company, which includes whistle blower policy pursuant to section 177(9) & (10) of the Act,
has been established and can be accessed at the Company''s website www.pel-india.in.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In adherence to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and
the rules made thereunder, your Company has constituted an Internal Complaints Committee to redress complaints
regarding sexual harassment.

The details pertaining to complaints received on matters pertaining to sexual harassment during the Financial Year
2024-25 are as below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed of during the year: Nil

(c) number of complaints pending for more than ninety days: NA
ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the
Company. This aims to ensure the safety of the public, employees, plant & equipment, ensure compliance with all
statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and
promoting eco-friendly activities.

The Company continues to maintain an excellent track record on safety. The site had no accidents during the year 2024¬
25. PEL also has a Workman Safety Committee under section 41G of the Factories Act 1948. This Committee meets at
regular intervals to take measures for workers'' protection in order to make PEL a safe place to work.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made by the Company initiating insolvency proceedings against any other entity nor are any
proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

DIFFERENCE IN VALUATION IN THE CASE OF ONE TIME SETTLEMENT OF LOAN FROM BANK OR
FINANCIAL INSTITUTION

There was no one-time settlement of loans from banks or financial institutions by the Company during the period

under review. Accordingly, there are no details regarding the difference between the amount of the valuation done at
the time of one-time settlement and the valuation done while taking a loan from the Banks or financial institutions.

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to the Maternity Benefit Act, 1961
GENERAL DISCLOSURES

During the Financial Year ended on March 31, 2025, the Company has not-

a. issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities,

b. issued any shares with differential voting rights,

c. issued any sweat equity shares, and

d. made any changes in voting rights.

CAUTIONARY STATEMENT

Statements in the Board''s report and the Management Discussion and Analysis describing the Company''s objectives,
expectations, or forecasts, may be forward-looking within the meaning of applicable Securities Laws and Regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence the
Company''s operations include global and domestic demand and supply conditions, input availability and prices,
changes in government regulations, tax laws, economic developments within the country, and other related factors.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation for the sincere services rendered by the Company''s staff and
workers at all levels. Also, they wish to place on record their appreciation and gratitude for the valuable support
received from Bankers, their Customers, Business Associates, Government Departments, and Shareholders, and look
forward to similar support and co-operation in the future. The Directors also commend the continuing commitment
and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look
forward to their continued support in the future. .

FOR AND ON BEHALF OF THE BOARD
Sd/-

Place: Noida Ashok Kumar Kanodia

Date: 06.08.2025 Executive Chairman

DIN: 00002563

Add: D-1081, New Friends

Colony, Delhi -110025

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Mar 31, 2024

Your Directors have pleasure in presenting the 45^fhAnnual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in million)
PARTICULARS		CURRENT YEAR	PREVIOUS YEAR
		(FY 2023-24)	(FY 2022-23)
Revenue*		476.4	361.7
Profit before Depreciation, Interest, & Tax		37.67	58.26
Depreciation		4.94	5.00
Finance Cost		21.60	21.59
Exceptional items		-	22.4
Net profit before Tax		11.17	9.17
Provision for Tax		(3.39)	9.09
Net profit after tax		14.57	0.08
*Revenue is net of Goods and Servi	ces Tax.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material change(s) and commitment(s), except elsewhere provided in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2024, and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended on March 31, 2024. DIVIDEND

In view of conservation of financial resources of the Company, no dividend is recommended for the financial year under review.

TRANSFER TO RESERVES

Details of amount which the Company carries to reserves are provided in Note No. 18 to the Financial Statements. OPERATIONAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

Overall revenue of the Company for the year ended March 31, 2024, was recorded at about Rs. 476.4million which is 31.71 % higher as compared to previous Financial Year 2022-23 revenue of Rs. 361.7 million. Precision Electronics Limited ("PEL") was able to earn the profit of Rs 14.57 million for the year ended March 31,2024 as against the profit of Rs. 0.08 million in the previous Financial Year 2022-23.

The Company is structured in four business verticals detailed below. These verticals represent your Company''s focus and efforts.

1 Masts & Pedestals:

Revenue for the year ended March 31, 2024 is Rs. 131.90 million as against Rs. 76.6 million in the previous year FY 2022-23. Dedicated efforts are being made in this segment to address the Domestic as well as Export market of Defence & Security customers. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

2 Electro-Mechanical Manufacturing:

Revenue for the year ended March 31, 2024 is Rs. 77.00 million as against Rs. 112.5 million in the previous year FY

2022-23. Revenues were hit due reduced off-take of Power Distribution Units by the Healthcare sector. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

3 ICT (Information and Communication Technology) Solutions:

Revenue for the year ended March 31, 2024 is Rs. 151.70 million as against Rs 54.3 million in the previous year FY 2022-23. Your Company has enhanced its portfolio and with sustained business development.

4 Engineering Services:

Revenue for the year ended March 31, 2024 is Rs. 112.50 million as against Rs. 112.1 million in the previous year FY 2022-23. Engineering Services includes Turnkey Installation & Commissioning, Warranty-AMC Services and Lab Testing Services.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(I) INDUSTRY STRUCTURE AND DEVELOPMENTS

A. MAKE IN INDIA: Indian MOD and MHA is increasingly procuring Indian products and technologies when it comes to Small Arms, Electro-Optics, Military Communications, Drones and Anti-Drones. The recipients of MOD contracts are also typically finding success in Export markets. PEL''s Tactical Infrastructure solutions and/or Manufacturing solutions are already in the Supply Chain of several such OEMs.

B. DEFENCE MANUFACTURING: The market for manufacturing of articles that require a Defence Industrial license has greatly risen in India and is highly relevant for Defence Exports as well. GOI aims to triple annual defence production to Rs. 3Lakh Cr and double the exports to Rs.50,000 Cr by 2028-29. In addition, it has set a goal of 70% self-sufficiency in weaponry by 2027. MoD and MEA are supporting Indian Exporters via their Embassies in 45 targeted countries to provide a Government umbrella for lead generation, evaluation and contract closure. PEL was one of the earliest recipients of two (2) Defence Industrial Licenses.

C. DRONE & ANTI-DRONE MARKET: Modern warfare globally utilizes Drones and Anti-Drones in a major way. Not only Militaries but also Homeland Security and Critical Infrastructures are mandatorily required to protect themselves from rogue Drones, thereby creating a need for PEL''s Tactical Infrastructure products. Our ever enhancing product range of Masts, Tripods and Pedestals is most relevant for Drones (mid-long range) as well as Anti-Drones of all types.

D. AGILE INFRASTRUCTURE: As a one-stop shop for Telescopic Masts, Tripods, Pedestals, Power Electronics and Active Interconnectivity, PEL provides innovative turnkey solutions for Border Forces, Police Forces, Critical Infrastructures, Military, 4G/5G Cellular, Disaster Management and Construction industry. PEL is recognized as a Center of Excellence in India for Tactical Infrastructure and frequently sought after by end-users to provide feasibility and develop solutions for emerging use cases.

E. ALTERNATE TO CHINA SOURCING: Western countries are looking for non-Chinese sources in the Supply Chain of the solutions they are procuring, and this has opened up several opportunities for PEL for Manufacturing Services for Mechanics and Electro-Mechanics.

(II) SEGMENT-WISE/ PRODUCT-WISE OUTLOOK

The Company has structured its revenue streams as follows:

A. Telescopic Masts & Pedestals: PEL customers for its portfolio of Telescopic Masts, Tripods and Pedestals that are designed, developed and manufactured in-house are OEMs of ground based Radars, Signal Intelligence, Jammers, RF communications, Electro-Optics; and Systems Integrators dealing with ground based Anti-Drone, Electronic Warfare, Border/ Perimeter Security and TACCOMS. Global Market size is > US$500M out of which PEL addressable market based on domestic as well as limited international market is > US$50M. This product line has a lot of relevance for the Export Market and PEL expects 35% of its overall revenues to come from this segment.

B. Electro-Mechanical Manufacturing: Your Company has unique multi-disciplinary strengths in Production Engineering, Fabrication and Assembly of turnkey Box builds including Electronics (RF, Power, Mixed Signal

and Digital), Electricals (Wiring, Panels) and Metal Forming (CNC Milling, CNC Turning, Sheet Metal and Casting). Your Company is embarking on a strategy to go after major OEMs in Defence & Aerospace, Telecom (5G), Automotive, E-Mobility, Healthcare and Industrial sectors for business of Metal Parts, Cable Harnesses, Power Distribution Units and turnkey Box Builds. PEL''s addressable market is 500cr for this segment which includes a significant Export component and PEL expects 35%% of its overall revenues to emanate from here.

C. ICT Solutions: Your Company has been an ICT (Information and Communication Technology) specialist for the last 30 years in India, serving customers in Telecom, Railways, Oil & Gas, Defence, Homeland Security (HLS), Government (Non-Defence/ Non-HLS) and Critical Infrastructures. Our capabilities for Product Development, Production, Complex Integration and Engineering Services all come together to provide turnkey solutions for:

#	Description	Customers
1	Private LTE/ 5G Networks	Telecom, Defence, HLS, Public Enterprises
2	SATCOM	Telecom, ISRO, Defence, HLS
3	SIGINT & Cyber Security	Defence, HLS, Government (Non-Defence/ Non-HLS)
4	Integrated Perimeter Security System	Defence, HLS, Critical Infrastructures
5	Anti-Drone Systems	Defence, HLS, Critical Infrastructures

The solutions above are targeted for the Government, Public Enterprises and Critical Infrastructures in India. PEL works with several best in class technology partners to obtain Prime Contracts directly from end users. This segment represents 20% of overall revenues.

D. Engineering Services: PEL provides Comprehensive Engineering Services to Critical Infrastructures and Government customers in the areas of Tactical Networks, Strategic Networks, Electronic Warfare, Critical Infrastructure Protection, Airfield Modernization and Cyber Security. Engineering Services are inclusive of:

• SITIC (Supply, Install, Test, Integrate and Commission): inclusive of erstwhile Works/ EPC contracts

• Warranty & AMC Depot: to support serviceability of Telecom, RF, Power, Digital Electronics, Cable Harnesses and Motor/ Drive based systems

This segment targets large Domestic/ Foreign OEMs and Domestic/ Foreign Systems Integrators that require in-country support for highly sophisticated technologies and represents 10% of overall revenues.

(III) SWOT ANALYSIS STRENGTHS

1. 45 years of TRUST built in the industry

2. PEL products deployed PAN-India in National Telecom Networks and Defence/ Paramilitary Forces

3. Licenses, Approvals and Clearances from Govt/ Institutional/ Export customers in place WEAKNESSES

1. Shortage of high quality talent as well as vendor ecosystem to deliver high quality materials in short timelines

2. PEL brand is relatively unknown in US/ Europe which has the lion''s share of Global market of Tactical Infra and Manufacturing

OPPORTUNITIES

1. MAKE IN INDIA in Indian A&D sector creating many opportunities for good Indian manufacturers

2. Focus of Indian Govt on Defence & Telecom Exports

3. China 1 OR "Other than China" a serious opportunity for India for high-tech manufacturing

THREATS

1. Future Geopolitics could negatively influence India''s exports

2. Availability of Capital needed to quickly scale

(IV) INTERNAL FINANCIAL CONTROL & OTHERS

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your company has adopted 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 competence of the accounting records, and timely preparation of reliable financial disclosures.

(V) HUMAN RESOURCE DEVELOPMENT

Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization. Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork and performance driven culture. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The total number of employees of the Company as on 31st March 2024 stood at 134.

(VI) SIGNIFICANT KEY FINANCIAL RATIOS

Ratio Analysis (2023-24)
2 £ O ''	Particulars	FY 2023-24	FY 2022-23	REMARKS
1	Debt Service Coverage Ratio	0.16	0.07	The company has earned profit in prevailing market conditions.
2	Return on Equity Ratio	0.10	0.01	The company has earned profit in prevailing market conditions.
3	Inventory Turnover Ratio	1.93	1.40	The company is managing its inventory efficiently indicating that the company is selling the goods quickly.
4	Receivables turnover	3.65	2.93	The company is managing its debtors effectively.
5	Net Profit Margin Ratio (%)	3.11	-6.05	The company has earned profit in prevailing market conditions.
6	Return on Capital Employed	0.13	0.02	The company has earned profit in prevailing market conditions.
7	Return on Investment (%)	7.4	1.17	The company has earned profit in prevailing market conditions.

DEPOSITS

The Company has not invited or accepted any deposits during the year under review, falling within the ambit of section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposit) Rules, 2014.

SHARE CAPITAL

The Company''s Authorised share capital during the financial year ended March 31, 2024, remained at Rs. 20,00,00,000/- (Rupees Twenty Crores only). The paid up share capital of the Company is Rs.13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512

fully paid up equity shares of Rs.10/- each amounting to Rs.13,84,85,120/- and Rs.2500/- on account of forfeited equity shares.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions (RPTs) entered into by the Company, were approved by the audit committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 ("Listing Regulations") states that all RPTs with an aggregate value exceeding Rs. 1000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction ("MRPTs") and shall require approval of shareholders by means of ordinary resolution.

The disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in the Form AOC-2 is not applicable to the Company for Financial year 2023-24 and hence does not form part of this report. The related party transaction policy of the Company can be accessed on the Company''s website at www.pel-india.in.

Details of related party transactions entered into by the Company have been disclosed in the notes to statements forming part of this report.

The Company has obtained the approval of shareholders for entering into MRPTs, with Victora Auto Pvt. Ltd. and Victora Automotive Pvt. Ltd., to be entered during the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year under review, there was no transaction of loan, guarantee or investment, by the Company, within the ambit of Section 186 of the Act.

SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any subsidiary/ joint venture/ associate company. Further, no Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review. Hence, Form AOC- 1 containing salient features of the subsidiary/joint venture/associate Company is not required.

DISCLOSURE OF AGREEMENTS ENTER BETWEEN THE COMPANY AND ITS SHAREHOLDERS/ PROMOTERS/ DIRECTORS/ KMP

As per regulation 30A read with clause 5A to para A of part A of schedule III of Listing Regulations, the Company has not entered into any agreement with its Shareholders, Directors or KMPs during the financial year which would impact the management or control of the listed entity.

DETAILS OF DEVELOPMENTS, ACQUISITION, AND ASSIGNMENTS OF MATERIAL INTELLECTUAL PROPERTY RIGHTS

During the period under review, the company has not made any developments, acquisition, or assignments in respect of any material intellectual property rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company recognizes the benefits of having diverse Board, and increasing diversity at the Board level is viewed as an essential element in maintaining a competitive advantage. Your Company believes that a diverse Board will leverage differences in thought, perspective, knowledge, skill, industry experience, cultural and geographical backgrounds, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contributes towards driving business results, make corporate governance more effective, enhance quality and responsible decision making capability, ensure sustainable development and enhance the reputation of the Company.

Board of Directors:

1. Based on the recommendations of Nomination and Remuneration Committee ("NRC"), the Board approved the appointment of Lt. Gen. (Dr.) Rajesh Pant (Retd.) as an Additional Director and Non-Executive Chairman of the Company w.e.f August 11, 2023, to hold office upto Annual General Meeting ("AGM") of the Company, subject to the approval of shareholders. Subsequently, the shareholders of the Company, approved his appointment as Non-Executive Director cum Chairman of the Company w.e.f August 11, 2023, in the AGM held on September 25, 2023.

2. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the appointment of Mr. Deepto Roy as an Additional Director in the category of Independent Director for a second term of 5 years, w.e.f May 2, 2024. Subsequently, the shareholders of the Company by way of postal ballot on June 30, 2024, approved his appointment as an Independent Director of the Company for a second term of 5 years w.e.f May 2, 2024.

3. The term of appointment of Mr. Ashok Kumar Kanodia as Managing Director, will come to an end on August 13, 2024 and he wished to step down from the position of Managing Director. Thus, on the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved his appointment as Whole Time Director to be designated as "Executive Chairman" of the Company w.e.f August 14, 2024 for a term of 3 years.

4. The term of appointment of Mr. Nikhil Kanodia as Whole Time Director cum President will come to an end on August 11, 2024 and pursuant to succession plan and pursuant to recommendations of NRC, the Board, subject to the approval of the shareholders, has approved his appointment as Managing Director w.e.f August 12, 2024 for a term of 5 years.

5. On the recommendations of NRC, the Board, subject to the approval of the shareholders, has approved the appointment of Mr. Dinesh Kumar Batra as an Additional Director in the category of Independent Director for a term of consecutive 5 years, w.e.f August 7, 2024.

6. Lt. Gen. (Dr.) Rajesh Pant (Retd.) resigned from the position of Non-Executive Director cum Chairman of the Company w.e.f close of business hours of August 13, 2024. The Board in its meeting held on August 7, 2024, places on record its deep appreciation for the contributions and guidance provided by him during his tenure with the Company.

The Board recommends the appointments of Mr. Ashok Kumar Kanodia, as Whole Time Director to be designated as "Executive Chairman" of the Company w.e.f August 14, 2024 for a term of 3 years, Mr. Nikhil Kanodia, as Managing Director w.e.f August 12, 2024 for a term of 5 years and Mr. Dinesh Kumar Batra, as Independent Director for a term of consecutive 5 years, w.e.f August 7, 2024.

Retirement by Rotation:

In accordance with the provisions of section 152 of the Act, Mr. Nikhil Kanodia, is retiring by rotation at the ensuing AGM of the Company and is eligible for re-appointment. Your Board recommends the re-appointment of Mr. Nikhil Kanodia, as Director of the Company.

The particulars in respect of Mr. Nikhil Kanodia, Mr. Ashok Kumar Kanodia, and Mr. Dinesh Kumar Batra, as required under Regulation 36(3) of Listing Regulations and Secretarial standards - 2 are mentioned in the notice of AGM.

Key Managerial Personnel:

Ms. Vrinda Mohan Gupta, Company Secretary cum Compliance Officer, resigned w.e.f February 1, 2024 and in terms of section 203 of the Act, Ms. Veenita Khurana has been appointed as the Company Secretary cum Compliance Officer w.e.f February 9, 2024,

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the various committees of the Board, forming part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under section 149 read with schedule IV of the Act and rules made thereunder, as well as Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill the criteria of independence and are independent from the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and is Board is satisfied of the integrity, expertise and experience (including proficiency, in terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all Independent Directors have enrolled themselves on the Independent Directors databank maintained with the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 4 (four) times during the period under review. The details of number of meetings of the Board and various committees of the Board of the Company are set out in the Corporate Governance Report, which forms part of this report.

SECRETARIAL STANDARDS:

The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2, relating to meetings of the Board of Directors and General Meetings have generally been duly followed by the Company.

REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act and part D of schedule II of the Listing Regulations, the policy on nomination and remuneration of Directors, KMPs, and senior management of your Company is uploaded on the website of the Company and, may be accessed at www.pel-india.in. During the year under review, there has been no change to the policy.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure A to this Report.

STATUTORY AUDITORS

In terms of Section 139 of the Act, read with rules made thereunder M/s Nemani Garg Agarwal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 43 rd AGM till the conclusion of 48th AGM.

The statutory auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The statutory auditors have issued an unmodified opinion on the Company''s financial statements for the financial year ended March 31, 2024 and the auditor''s report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Act.

SECRETARIAL AUDITORS

M/s Munish K Sharma & Associates, Company Secretaries were appointed to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure B and the management reply to the reservations/ observations / adverse remark is annexed herewith as Annexure C to this Report.

MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the cost records.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that the applicable risks need to be managed and mitigated to protect the interests of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the company''s various business and operational risks, through strategic and tactical actions. The factors that affect the Company''s profitability and operations are regularly monitored.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the year under review, the provision of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material order(s) have been passed by the regulators/ courts which would impact the going concern status of the Company and its future operations during the period under review.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors states that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards and schedule III of the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and Loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a ''going concern'' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 92 and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7, for the financial year ended March 31, 2024 has been uploaded on the website of the company at www.pel-india.in.

CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India.

The report on corporate governance as stipulated under the Listing Regulations for the financial year 2023-24 and a certificate issued by M/s Munish K Sharma & Associates, Company Secretaries confirming compliance with the conditions of the Corporate Governance in annexed herewith as Annexure-E to this report.

VIGIL MECHANISM

A vigil mechanism of the Company which includes whistle blower policy pursuant to section 177(9) & (10) of the Act, has been established and can be accessed at Company''s website www.pel-india.in.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In adherence to the Sexual harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013 and the rules made thereunder, your Company has constituted an Internal Complaints Committee to redress complaints regarding sexual harassment. No case was reported and/or filed during the year under the aforesaid Act.

ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. This aims to ensure safety of public, employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2023-24. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948. This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made by the Company initiating insolvency proceedings against any other entity nor are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

DIFFERENCE IN VALUATION IN THE CASE OF ONE TIME SETTLEMENT OF LOAN FROM BANK OR FINANCIAL INSTITUTION

There was no one time settlement of loan from banks or financial institutions by the Company during the under review. Accordingly, there are no details regarding difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or financial institutions.

CAUTIONARY STATEMENT

Statements in the Board''s report and the Management Discussion and Analysis describing the Company''s objectives, expectations, or forecasts, may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation for the sincere services rendered by the Company''s staff and workers at all levels. Also, they wish to place on record their appreciation and gratitude for the valuable support received from Bankers, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for Company''s success. The Directors look forward to their continued support in future.

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Mar 31, 2023

The Directors have pleasure in presenting the 44^thAnnual Report on the Business and Operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in millions)
PARTICULARS	CURRENT YEAR (FY 2022-2023)	PREVIOUS YEAR (FY 2021-2022)
Revenue*	361.7	387.5
Profit before Depreciation, Interest, & Tax	35.7	17.4
Depreciation	5.0	7.3
Finance Cost	21.59	27.6
Exceptional items	9.2	(17.5)
Net profit before Tax	9.1	(0.7)
Provision for Tax	0.08	(16.8)
Net profit after tax	361.7	387.5

DIVIDEND

As the Company did not earn sufficient profit during the financial year 2022-2023, the Board does not recommend payment of any dividend for the Financial Year under review.

TRANSFER TO RESERVES

Details of amount which the Company carries to reserves are provided in Note No. 18 to the Financial Statements.

2. REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Overall revenue of the Company for the year ended March 31, 2023 was recorded at about Rs. 361.7million which is 6.8 % lower as compared to previous Financial Year 2021-22 revenue of Rs. 387.5 million. However, PEL was able to breakeven as against loss of Rs. 16.8 million in the previous Financial Year 2021-22 due to revenues from Services vertical during the year ended March 31, 2023.

The Company is structured in four business verticals detailed below. These verticals represent your Company''s focus and efforts.

2.1 Masts & Pedestals:

Revenue for the year ended March 31, 2023 is Rs. 76.6 million as against Rs. 40.5 million in the previous year FY 2021-22. Dedicated efforts are being made in this segment to address the Domestic as well as Export market of Defence& Security customers. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

2.2 Electro-Mechanical Manufacturing:

Revenue for the year ended March 31, 2023 is Rs. 112.5 million as against Rs. 128.7 million in the previous year FY 2021-22. Revenues were hit due reduced off-take of Power Distribution Units by the Healthcare sector. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

2.3 ICT (Information and Communication Technology! Solutions:

Revenue for the year ended March 31, 2023 is Rs. 54.3 million as against Rs. 98.3 million in the previous year FY 2021-22. Your Company has enhanced its portfolio and with sustained business development activities being undertaken, the results are expected in the current financial year 2023-24.

2.4 Engineering Services:

Revenue for the year ended March 31, 2023 is Rs. 112.1 million as against Rs. 85.9 million in the previous year FY 2021-22. Engineering Services includes Turnkey Installation & Commissioning, Warranty-AMC Services and Lab Testing Services.

3. MANAGEMENT DISCUSSION AND ANALYSISINDUSTRY STRUCTURE AND DEVELOPMENTS

A. MAKE IN INDIA: For most procurements by Government of India (GOI) entities (Defence & Security, Telecom) and associated PSUs there is continued support and push for MAKE IN INDIA. Class I suppliers having 50% or more Indian content can get up to 20% purchase preference.

B. DEFENCE SECTOR: GOI has seta target of $5Billion Defence Exports by 2025. MoD and MEAare supporting Indian Exporters via their Embassies in 45 targeted countries to provide a Government umbrella for lead generation, evaluation and contract closure. NATO and Middle East (Arab countries) are significantly increasing their Defence spending for the next 3-4 years due to emerging geopolitics situations and threat perceptions thereof. Number of enquiries has increased and business in the forthcoming years is expected to grow substantially from friendly Countries.

C. ANTI-DRONE MARKET: Drones represent a big security challenge for Military, Paramilitary, Police and Critical Infrastructure entities and a significant market for Anti-Drone Systems or Counter Unmanned Aerial Systems (C-UAS) exists in India and globally. Our enhanced product range of Masts, Tripods and Pedestals is bearing fruit.

D. 4G/ 5G CELLULAR NETWORKS: It is expected that 40% of all mobile users in India by 2027 will be on 5G and 40% of all 5G traffic will be from Enterprises. India has formally set the ball rolling by developing its own 4G and 5G stack. The global market for Private Networks is growing rapidly with use cases that encompass Security, Enterprise and Industrial OT. Furthermore, the advent of Open Radio Access Network (ORAN) creates the possibility of massive democratization of 5G equipment and will bring in many new players that will require Manufacturing support and Systems Integration, thereby creating new business opportunities.

E. CHINA 1 SOURCING: We expect India to benefit greatly in the space of electronic/ electrical/ electro-mechanical assemblies for Automotive, Battery Electric Vehicles, Eli-tech machines (for Healthcare, Printing, and Manufacturing sectors) and Telecom. Multinational Companies are looking for assured supply base and India being a big and competitive market with availability of technical resources is in focus.

SEGMENT-WISE/ PRODUCT-WISE OUTLOOK

The Company has structured its Electronics & Telecom Segment into multiple segments to provide more clarity, granularity and focus to each segment. They segments include:

A. Masts & Pedestals: PEL customers for its portfolio of Telescopic Masts, Tripods and Pedestals that are designed, developed and manufactured in-house are OEMs of ground based Radars, Signal Intelligence, Jammers, RF communications, Electro-Optics; and Systems Integrators dealing with ground based Anti-Drone, Electronic Warfare, Border/ Perimeter Security and TACCOMS. This product line has a lot of relevance for the Export Market and PEL expects 30-35% of its overall revenues to come from this segment.

B. Electro-Mechanical Manufacturing: Your Company has unique multi-disciplinary strengths in Production Engineering, Fabrication and Assembly of turnkey Box builds including Electronics (RF, Power, Mixed Signal and Digital), Electricals (Wiring, Panels) and Metal Forming (CNC Milling, CNC Turning, Sheet Metal and Casting). Your Company is embarking on a strategy to go after major OEMs in A&D, Telecom (5G), Automotive, E-Mobility and Industrial sectors for business of Metal Parts, Cable Harnesses, Power Distribution Units and turnkey Box Builds. This revenue segment has a significant Export component and PEL expects 25-30% of its overall revenues to emanate from here.

C. ICT Solutions: Your Company has been an ICT (Information and Communication Technology) specialist for the last 30 years in India, serving customers in Telecom, Railways, Oil & Gas, Defence, Homeland Security (HLS), Government (Non-Defence/ Non-HLS) and Critical Infrastructures. Our capabilities for Product Development, Production, Complex Integration and Engineering Services all come together to provide turnkey solutions for:

#	Description	Customers
1	Private LTE/ 5G Networks	Telecom, Defence, HLS, Public Enterprises
2	SATCOM	Telecom, ISRO, Defence, HLS
3	SIGINT &Cyber Security	Defence, HLS, Government (Non-Defence/ Non-HLS)
4	Integrated Perimeter Security System	Defence, HLS, Critical Infrastructures
5	Anti-Drone Systems	Defence, HLS, Critical Infrastructures

The solutions above are targeted for the Government, Public Enterprises and Critical Infrastructures in India. PEL works with several best in class technology partners to obtain Prime Contracts directly from end users. This segment represents 25-30% of overall revenues.

D. Engineering Services: PEL provides Comprehensive Engineering Services to Critical Infrastructures and

Government customers in the areas of Tactical Networks, Strategic Networks, Electronic Warfare, Critical Infrastructure Protection, Airfield Modernization and Cyber Security. Engineering Services are inclusive of:

• SITIC (Supply, Install, Test, Integrate and Commission): inclusive of erstwhile Works/ EPC contracts

• Warranty & AMC Depot: to support serviceability of Telecom, RF, Power, Digital Electronics, Cable Harnesses and Motor/ Drive based systems

• Environmental Testing Services: against requirements of Military and Telecom standards.

This segment targets large Domestic/ Foreign OEMs and Domestic/ Foreign Systems Integrators that require incountry support for highly sophisticated technologies and represents 10-15% of overall revenues.

OPPORTUNITIES, THREATS, RISK & CONCERNS

Opportunities

1. Big emerging market in India, NATO and Middle East for Tactical Elevation and Positioning products due to the surge of military spending and more specifically in Anti-Drone solutions and Border Surveillance.

2. Masts, Tripods, Pedestals and Built-to-Spec Power Electronics & Interconnectivity devices are typically offered by different vendors. PEL provides the ability to simplify supply chains for customers looking for all of the above under one roof.

3. Plethora of new players in e-Mobility and 5G need to rapidly develop their supply chains for Built-to-Print and Built-to-Spec Manufacturing

4. Demand of MAKE IN INDIA by the Gol for almost any Public procurement is encouraging large Foreign OEMs to set up shop and/or enhance local content. Provides great opportunities for Manufacturing and Engineering Services.

Threats, Risk & Concerns

1. Supply Chain delays specifically related to Semiconductor Chips.

2. Highly volatile geopolitics due to extended conflict in Europe (Ukraine) and possibility of new potential conflicts in the Indo-Pacific / South China Sea could negatively affect the export market.

3. Talent shortage for developing globally competitive technologies in India.

4. Timely sanction of Government budgets.

The following are the significant changes in the key financial ratios:

Ratio Analysis (2022-23)				REMARKS
SI. No.	Particulars	FY 2022-23	FY 2021-22
1	Debt Service Coverage Ratio	0.07	0.09	Since the Company has incurred losses before exceptional profit during the current financial year, the ratio has been impacted as compared to the previous financial year.
2	Return on Equity Ratio	0.01	-0.12
3	Inventory Turnover Ratio	1.40	1.71
4	Receivables turnover	2.93	3.61
5	Trade Payable Turnover Ratio	4.95	3.36
6	Net Capital Turnover Ratio	2.60	3.08
7	Net Profit Margin Ratio (%)	-6.05	-4.68
8	Return on Capital Employed	0.02	0.03
9	Return on Investment (%)	1.17	1.38

Internal Financial Control & Others

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed. The Audit Committee, Internal Auditors and the Senior Management periodically examine, analyze and evaluate the internal controls prevalent in the Company. The internal control provides reasonable assurance about the integrity and reliability of the Company.

Human Resource Development

The total number of employees of the Company as on March 31, 2023 stood at 136.

Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization. Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork and performance driven culture. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. Efforts were made to support the PEL family including the extended family during the COVID times and assistance wherever required was provided.

Financial Facilities

The Company continues to enjoy the support of its bankers South Indian Bank, Noida branch for both fund and nonfund based facilities.

4. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, it is confirmed that:

a) In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 2022-23 and of the Profit and Loss of the Company for that period;

c) 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 Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) 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.

5. CORPORATE GOVERNANCE

In compliance with the requirements of Regulation 27 read with Schedule II Part E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from Munish K Sharma and Associates LLP, Company Secretaries on its compliance forms part of the Annual Report.

6. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with SEBI circular dated February 8, 2019, bearing Reference No. CIR/CFD/CMD1/27/2019, an Annual Secretarial Compliance report by CS Aditya Jain, Partner at Munish K Sharma and Associates LLP, Company Secretaries is attached herewith as Annexure I.

7. CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the Financial Year under review provisions of Section 135 of the Companies Act, 2013 ("the Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014 with respect to Corporate Social Responsibility are not applicable.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into during the Financial Year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website www.pel-india.in

The current and the future transactions will be deemed to be ''material'' in nature as defined in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015”) if they exceed rupees 1000 Crore or 10 per cent of the annual consolidated turnover of the Company as per the last audited financial statements, whichever is lower. All related party transactions and subsequent material modifications shall require prior approval of the audit committee as per Regulation 23 (2) of the SEBI (LODR) Regulations, 2015 and all material related party transaction shall require approval of shareholders through resolution and the related party shall abstain from voting on such resolution whether the Company is a related party to the particular transaction or not.

The related party transaction, referred to Section 188(1) of the Companies Act, 2013, entered and continued during the Financial Year are attached herewith in Form AOC-2 as Annexure II to this Report.

9. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management Plan which includes procedures to assess and curtail risk. The factors that affect the Company''s profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company.

In accordance with Section 203 of the Companies Act 2013, Key Managerial Personnel of the Company are: Mr. Ashok Kumar Kanodia (Managing Director), Mr. Nikhil Kanodia (Whole Time Director cum President), Mr. Jagjit Singh Chopra (Chief Financial Officer) and Ms. Vrinda Mohan Gupta (Company Secretary cum Compliance Officer).

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Non-Executive Independent Directors are not liable to retire by rotation. As per the disclosure received from the Directors, none of the Directors are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

Mr. Rahul Goenka, Non-Executive Director who retires by rotation and being eligible, offeres himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

Ms. Vrinda Mohan Gupta has been appointed as Company Secretary of the Company in Board Meeting dated 14^th day of July 2022 consequent to the resignation of Mr. Mohit Kumar Goel from the post of Company Secretary of the Company, who has resigned w.e.f. 18th day of June 2022 to the Company.

Mr. Ashok Kumar Kanodia (DIN: 00002563), Managing Director of the Company has been re-appointed as a Managing Director of the company with effect from 14/08/2022 for a term of Two year pursuant to provisions of the Companies Act, 2013.

Mr. Neeraj Bajaj (DIN: 00035778) has resigned from the position of Independent Director of the Company due to personal and unavoidable circumstances, who has tendered his resignation vide letter dated 4^th day of November 2022 to the Company and received by the Company on the same day and took note the same w.e.f., 07th day of November 2022.

Mr. Suresh Vyas (DIN: 00085571) has been appointed as a Non-Executive Independent Additional Director of the Company by the Board w.e.f., 04^th February 2023 and has been appointed as Non-executive Independent Director by the Shareholders of the Company in their meeting held on 20^th March 2023 for a term of five consecutive year.

However, after the closing the financial year but before the signing of this report the Board has appointed LT GEN. (DR) Rajesh Pant PVSM, AVSM, VSM (Retd) (DIN: 06969307) as an Additional Director and Non-executive Chairperson of the Company w.e.f., 11^th August, 2023 and his appointment as Director and Non-executive Chairperson is to be approved by the Shareholders in the ensuing Annual General Meeting.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant Munish K Sharma and Associates LLP, was engaged to collate and evaluate the results.

The Board Evaluation Result were placed before the Nomination and Remuneration Committee meeting held on July 15,2023.

A Meeting of Independent Director was held on July 15, 2023 without the attendance of other directors (NonIndependent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairperson for the Meetings and to assess the flow of information between Company Management and the Board.

Pursuant to Rule 8(iiia) of The Companies (Accounts) Rules, 2014 and the performance evaluation carried on by the Board, the Board is of the opinion that the Independent Directors are expert in their fields and have relevant experience to serve the Company in the long run.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) are disclosed under the Corporate Governance Report.

14. AUDITORS AND AUDITOR’S REPORT STATUTORY AUDITOR

M/s. Nemani Garg Agarwal, & Co., Chartered Accountants, (F.R.N. 010192N) were appointed as a Statutory Auditors of the Company for a period of 5 years in the 43th Annual General Meeting held on 28^th September, 2022 till the conclusion of 48th Annual General Meeting.

The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Munish K Sharma and Associates LLP, Company Secretaries to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure III to this Report and the explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made are annexed hereto as Annexure IV to this report.

Particulars of Secretarial Auditors are as follows

Name of Secretarial Auditor	Munish K Sharma and Associates LLP
Address:	AAF-14, Shipra Krishna Azure, Near Wave Cinema, Kaushambi, Ghaziabad - 201012
E-mail id:	[e-mail]

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and on recommendation of the Audit Committee, the Board of Directors appointed M/s Rajendra K. Goel & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.

Particulars of Internal Auditors are as follows

Name of Internal Auditor	Rajendra K. Goel & Co, Chartered Accountants
Address:	J - 288, Ground Floor, Saket, New Delhi -110017
E-mail id:	rajendrakgoelco@ gmail.com

15. DISCLOSURES VIGIL MECHANISM

A Vigil Mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website www.pel-india.in.

AUDIT COMMITTEE

As on 31 March 2023, the Audit Committee comprises of following Independent Directors:

1. Mr. Sharvan Kumar Kataria(Chairman)

2. Mr. Deepto Roy (Member)

3. Mr. SureshVyas (Member)

Further, Mr. Neeraj Bajaj resigned in the month of November and Mr. Suresh Vyas was appointed as a member of Audit Committee in the month of February.

Five (5) Meetings of the committee were convened during the financial year 2022-23; the attendance record of members of the committee is as follows:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Sharvan Kumar Kataria	NEID	Chairman	5
2.	Mr. Neeraj Bajaj (resigned)	NEID	Member	3
3.	Mr. Deepto Roy	NEID	Member	4
4.	Mr. Suresh Vyas	NEID	Member	0

The recommendations, if any made to the Board by the Audit Committee during the year under review were accepted. NOMINATION AND REMUNERATION COMMITTEE

As on 31 March 2023, the Nomination and Remuneration Committee consists of the following members;

1. Mr. Sharvan Kumar Kataria (Chairman)

2. Mr. Deepto Roy (Member)

3. Mr. SureshVyas (Member)

Further, Mr. Neeraj Bajaj resigned in the month of November and Mr. Suresh Vyas was appointed as a member in the month of February

Four (4) meetings of the Committee were convened during the financial year 2022-23 and the attendance record of members of the committee are as follows:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Sharvan Kumar Kataria	NEID	Chairperson	4
2.	Mr. Neeraj Bajaj (Resigned)	NEID	Member	3
3.	Mr. Deepto Roy	NEID	Member	4
4.	Mr. Suresh Vyas	NEID	Member	0

The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted. Also Nomination and Remuneration Policy of the Company can be accessed on the Company website at www.pel-india.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31 March 2023, the Stakeholders Relationship Committee comprises of following Three (3) Directors;

1. Mr. Sharvan Kumar Kataria (Chairperson)

2. Ms. Preeti Grover (Member)

3. Mr. Rahul Goenka (Member)

4.

One (1) Meeting of the committee was convened during the financial year 2022-23, the attendance record of members of the committee is as follows:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Sharvan Kumar Kataria	NEID	Chairman	1
2.	Mr. Rahul Goenka	NED	Member	0
3.	Ms. Preeti Grover	NEID	Member	1

The recommendations, if any made to the Board by the Stakeholders Relationship Committee during the year under review were accepted.

MEETINGS OF THE BOARD

The Board of Directors met Five (5) times on May 24, 2022, July 14, 2022, August 08, 2022, November 07, 2022, and February 13, 2023. For further details, please refer report on Corporate Governance annexed with this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 134 of the Companies Act, 2013, Annual Return in Form MGT - 7 shall be made available at the Company''s website at www.pel-india.in.

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

The information relating to conservation of energy, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, is provided in Annexure V to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI to this Report.

The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The list of top ten employees of the Company in terms of their remuneration is as follows:

Mr. Ashok Kumar Kanodia (72), Managing Director, 01.05.1979, 0.74% equity shares, Rs. 32,89,812/-, B.E. Electrical (44); Mr. Nikhil Kanodia (46), Whole Time Director and President, 24.67% equity shares, Rs. 69,84,780/-, M.S. Electrical & Computer Engineering (25), Fujitsu Network Communications; Mr. Deepak Jagga (51), Senior Vice President Marketing, 01.04.2002, Rs. 28,41,389/-, B.E (Electronics) (35); Mr. Jagjit Singh Chopra (54), Chief Financial Officer, 25.04.2014, Rs.25,70,400/-, Chartered Accountant (25), Blessings Advertising Pvt. Ltd.; Mr. Amit Kumar Mittal (53), Senior Deputy General Manager, 14.02.2006, Rs. 20,73,594/-, B.E (E&C) (29), Punjab Wireless System Ltd.; Mr. A. Babu (46) Project Manager EW, 31.03.2021, Rs. 18,23,994, B.Sc. and B. Tech (Communication) (27), Indian Army, Corps of Signals; Mr. Piyush Mehrotra (58) General Manager BD, 17.10.2020, Rs.15,24,600, B.Tech Mechanical (35), Kunta International; Mr. Pritam Chand (58) Team Lead EW, 31.03.2021, Rs. 14,52,000, Diploma in Science and Communication (32), Indian Army, Corps of Signals; Ms. Puneet Kaur Arora (40) AGM HR &Administration, 01.06.2009, Rs. 14,19,257, MBA (HR) (14), Digi Tech Information Technologies Private Limited; Mr. Yogesh Singh (40) Sr. Manager - Production, 03.10.2007, Rs. 12,95,987, MBA (Operations) (22), Ahuja Radios Private Limited.

Please note that none of the above employee is employed on contractual basis.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year under review or in the past. Hence no amount of principal or interest was outstanding as of the Balance Sheet date.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee Meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act. The Annual Return for the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 was filed by the Company for the Financial Year 2022-23.

INSOLVENCY AND BANKRUPTCY CODE 2016

The Company has no proceedings made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 for the Financial Year 2022-23.

VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

16. LISTING OF SECURITIES

The Shares of the Company are listed with BSE Limited, Pheroze Jeejeebhoy Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the Financial Year 2022-23 to BSE.

17. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. This aims to ensure safety of public, employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 202223. PEL also has a Workman Safety Committee under Section 41G of Factories Act 1948. This Committee meets at regular intervals to take measures for Worker''s Protection in order to make PEL a safe place to work.

18. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate Company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate Company is not required.

21. CAPITAL STRUCTURE:

The Paid Up Share Capital of the Company is Rs.13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs.10/- each amounting to Rs.13,84,85,120/- and Rs.2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2022-23.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly complied with the provisions of applicable Secretarial Standards (SS) as issued by Institute of Company Secretaries of India (ICSI).

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Court which would impact the going concern status of the Company and its future operations.

23. MAINTENANCE OF COST RECORDS:

As per the provisions of Section 148(1) of the Companies Act, 2013 and Rules made there under, the Company being classified as "Small" Company under Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), was not required to make a disclosure of maintenance of cost records as specified by the Central Government.

24. RECEIPT OF AMOUNT FROM DIRECTORS & PROMOTERS:

During the Financial Year 2022-23, the Company has received following amounts from the Directors as referred in Sub-Clause (viii) of Clause (c) of Sub-Rule (1) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014 along with declarations thereof:

Name of Director	Amount received by the Company
Mr. Ashok Kumar Kanodia (Managing Director)	Rs. 6,00,000

25. DISCLOSURE OF AGREEMENTS ENTER BETWEEN THE COMPANY AND ITS SHAREHOLDERS/PROMOTERS/DIRECTORS/KMP

As per regulation 30A read with clause 5A to para A of part A of schedule III of SEBI (LODR) regulations, 2015 the Company has not entered into any agreement with its shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

26. DETAILS OF DEVELOPMENTS, ACQUISITION, AND ASSIGNMENTS OF MATERIAL INTELLECTUAL PROPERTY RIGHTS:

During the period under review, the company has not made any developments, acquisition, or assignments in respect of any material intellectual property rights.

27. ACKNOWLEDGMENTS:

Your Directors express their deep appreciation and gratitude for the valuable support received from South Indian Bank, Noida branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.

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Mar 31, 2018

The Directors have pleasure in presenting the 39^th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in million)

PARTICULARS	CURRENTYEAR (FY 2017-18)	PREVIOUS YEAR (FY 2016-17)
Revenue*	355.4	271.3
Profit before Depreciation, Interest, & Tax	2.2	27.5
Depreciation	9.3	10.7
Finance Cost	14.8	11.6
Net profit before Tax	(21.9)	5.2
Provision for Tax	(6.7)	6.4
Net profit after tax	(15.2)	(1.2)

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

DIVIDEND

As the Company did not earn any profit during the financial year 2017-18, the Board does not recommend payment of any dividend for the financial year under review.

TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the general reserve.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the Company for the year ended March 31, 2018 was recorded at about Rs.355.4 million which is 31 % more as compared to previous financial year (2016-17) revenue of Rs.271.3 million. However, the Company has incurred a loss of Rs.21.9 million as against a profit of Rs.5.2 million in the previous year (2016-17). Despite the revenues being more than last year, the Company incurred losses primarily due to the increase in indirect expenses and cost escalation in infra projects.

There is no change in the nature of business of the Company which is segmented in two business divisions; ''Electronics & Telecommunication'' and ''Infra services''.

2.1 Electronics & Telecommunication Division

Telecom division revenue during the year ended March 31, 2018 is Rs.175.6 million as against Rs.176.4 million in the previous year (2016-17). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure Division

Infrastructure division revenue during the year ended March 31, 2018 is Rs.178.9 million as against Rs.91.7 million in the previous year (2016-17). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defence establishments.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company, except that the Company''s land located at Noida and Roorkee which was mortgaged with Punjab National Bank, Noida branch is now mortgaged with South Indian Bank, Noida branch.

3. MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

Draft Defence Production Policy (2018) unveiled by the Ministry of Defence (MoD) is representative of Government of India''s Make in India push. Its vision is to put India "among the top five countries of the World in aerospace and defence industries." The key objectives of the policy include development of a strong indigenous defence industry leading to higher self-reliance. The Government is keen to develop this sector by making more space for FDI and through Government reforms. The company will continue to leverage its presence, expertise and partnerships with global majors to increase its revenues in the sector.

The market outlook and company''s opportunities in sectors other than defence are as follows:

i. Telecom: The CAGR in this sector is recorded at 5.2% between 2014-17 and with the renewed policy initiative of the Government to promote and provide preferential market access to "Indigenous Design Developed and Manufactured" products, the sector is poised for a higher growth in the coming years. Government''s plan to provide telecom/data connectivity at the Gram Panchayat Level provides unique opportunity to the company. The company is developing products that are required for "Digital India" and USOF programs.

ii. Smart City: The smart cities market in India is expected to grow at a CAGR of 18.5% from 2017-2023. India is one of the fastest and largest growing markets for smart cities due to the initiatives and the use of technology. The Tier 2 metro cities will have the highest growth rate due to the declaration of government initiatives and private investments. Moreover, the Government of India has already planned and mentioned the first 20 smart cities with 80 more in subsequent phases. Your Company is developing core technologies such as smart poles and power supplies for use in Smart Cities.

iii. Healthcare: With the launch of "Modi Health Insurance Scheme 2018" by the Government, the market for healthcare industry is set to expand many folds. Your Company is a part of the strategic supply chain of GE Healthcare and has been recognised with a "Quality Award" for supply of power distribution unit for their Super Value CT scan machine. We are continuously developing products that will expand our product offering in this segment.

iv. Oil & Gas: India is net exporter of petro-products. Its gas production is expected to touch 90 BCM in 2040 from 35 BCM in 2013 with ONGC dominating exploration and production with 70% market share. PEL is actively engaged with ONGC in the exploration sector in which ONGC has 90% market share. This provides your company with good opportunities to further expand its business in the sector.

Opportunities, Threats, Risk & Concerns

Opportunities

Sizable business opportunities exist in all the sectors wherein your company has a market presence. Government is proactively promoting and supporting the indigenous industry with focus on the MSME sector and its policies and procedures are geared to create a robust hi-tech industry in India. Further, with all the legal issues that the Company was embroiled in for the last six years been settled; the management is now free to direct its energies and experience towards growth of the company.

Threats, Risk & Concerns

Policy implementation by the Government has always been a major concern for the industry. This has been and continues to remain a major threat and risk as significant portion of the Company''s revenues is from Government and or its Undertakings. The business model is tender-oriented, takes a long time to fructification and "L-1 takes all". Further, as we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.

PRODUCT WISE PERFORMANCE

The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defence and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:

I. Wire-line

a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network

b. Line modems (G.SHDSL)

c. Protocol and Media Converters

II. Wireless

a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.

b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.

III. Power Systems

a. Power Supplies for Industrial applications

b. Power Distribution Systems for Healthcare

IV. Data Logger for Indian Railways

V. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defence as well as civil segments.

In the Services segment, PEL''s revenue bucket include:

a. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors for major MoD programs.

b. Hi-Tech Installation & Commissioning: PEL teams are stationed at several naval shipyards across the country to provide technical assistance to the customer on behalf of the designer CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy.

c. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Forces.

OUTLOOK

Your company has a bullish outlook as Government''s policy to support and promote MSME sector and indigenous development has started to be implemented on ground. Its market access and human resources are capable to take full advantage of these policy initiatives. Further, with legal issues being settled, the Management is now free to devote its full energy towards advancement of business. Due to temporary business fluctuation and market uncertainties the Company has incurred losses and therefore the Company proposes to monetize its underutilized assets at Noida and Roorkee to generate funds. This would add to the product offerings to its customers. Programs wherein PEL has significant stake and were put ''on hold'' by the customer are moving forward and expected to generate additional revenues for the company in the current FY 2018-19.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed. The Company has adopted IND-AS for the financial year 2017-18.

HUMAN RESOURCE DEVELOPMENT

The total number of employees of the Company as on 31st March 2018 stood at 177.

Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization. Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork and performance driven culture. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization.

FINANCIAL FACILITIES

The Company in order to enhance its fund limits has now empanelled South Indian Bank, Noida branch with increased financing facilities (fund based and non-fund based).

4. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the Financial Year ended 31^st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and Loss of the Company for the year under review;

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) that the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

5. CORPORATE GOVERNANCE

In compliance with the requirements of Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years, as Mr. Nikhil Kanodia who served the Company as Chief Technical Officer and President of the Company has been appointed as the Whole Time Director cum President of the Company w.e.f. 11.08.2017.

8. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A "Risk Management Committee" has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. The factors that affect the Company''s profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board there is no risk which may threaten the existence of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company In accordance to Section 203 of the Companies Act 2013, Key Managerial Personnel appointed by the Company are: Mr. Ashok Kumar Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Mr. Nikhil Kanodia, has been appointed as the Whole Time Director cum President of the Company for a period of 5 years w.e.f 11.08.2017, by passing ordinary resolution in the AGM held on 25.09.2017. Lt. Gen. (Dr.) Rajesh Pant (Retd.), Chairman of the Company was reappointed as the Chairman cum Independent Director of the Company for a period of five years w.e.f 25.09.2017. Mr. Anant Kanoi, has resigned as an Independent Director of the Company w.e.f. 26.10.2017. Mr. Neeraj Bajaj, Chartered Accountant by profession has been appointed as an independent additional director of the Company w.e.f 29.12.2017, to hold the office upto the date of ensuing AGM of the Company. Mr. Hardeep Singh Banga has been appointed as a Non-Executive Additional Director of the Company in the Board meeting held on 11.08.2018, upto the date of ensuing AGM of the Company.

Resolution proposing the appointment of Mr. Neeraj Bajaj as a Non-Executive Independent Director for a period of 5 years and appointment of Mr. Hardeep Singh Banga as Non Executive Director, liable to retire by rotation, forms part of the notice convening the 39^th Annual General Meeting. Pursuant to the provisions of Section 149 of the Companies Act, 2013 Non-Executive Independent Directors are not liable to retire by rotation. As per the disclosure received from the Directors, none of the Directors are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

Mr. Deepto Roy, Non-Executive Director, retires by rotation and being eligible, offers himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. No independent director is due for re-appointment during the year. However, Resolution proposing the appointment of Mr. Neeraj Bajaj as a Non-Executive Independent Director for a period of 5 years shall be taken up in the ensuing AGM.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant "M/s Munish K Sharma & Associates" was engaged to collate and evaluate the results.

A meeting of Independent Director was held on July 14, 2018 without the attendance of other directors (NonIndependent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company and to assess the flow of information between Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) is disclosed under the Corporate Governance Report.

10. AUDITORS AND AUDITOR''S REPORT STATUTORY AUDITOR

At the Annual General Meeting held on September 25, 2017 M/s Nemani Garg Agarwal, & Co. , Chartered Accountants, bearing (F.R.N. 010192N) were appointed as statutory auditors of the Company to hold office till the conclusion of the 43^rd Annual General Meeting.

The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure II to this Report.

INTERNAL AUDITORS

The Board of Directors has pursuant to Section 138 of the Companies Act, 2013 and on recommendation of the Audit Committee has appointed M/s Rajendra K. Goel & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2017-18.

11. DISCLOSURES

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website www.pel-india.com.

AUDIT COMMITTEE

The Audit Committee comprises of following three Independent Directors and one Non Executive Director and during the Financial Year 2017-18 five meeting(s) of the committee were convened, the attendance record of members of the committee are as follows:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Sharvan Kumar Kataria	NEID	Chairman	5
2.	Mr. Neeraj Bajaj*	NEID	Member	-
3.	Mr. Suresh Vyas	NEID	Member	4
4.	Mr. Deepto Roy	NED	Member	1
5.	Mr. Anant Kanoi**	NEID	Member	3

*Mr. Neeraj Bajaj has been appointed as the member of the Audit Committee in the Board meeting held on 12.02.2018.

** Mr. Anant Kanoi, resigned w.e.f. 26.10.2017.

The recommendations, if any made to the Board by the Audit Committee during the year under review were accepted.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members and during the Financial Year 201718 one meeting of the committee was convened the attendance record of members of the committee are as follows:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Anant Kanoi*	NEID	Chairman	1
2.	Mr. Suresh Vyas**	NEID	Chairman	1
3.	Mr. Neeraj Bajaj***	NEID	Member	-
3.	Mr. Sharvan Kumar Kataria	NEID	Member	1
4.	Mr. Deepto Roy	NED	Member	-

The * Mr. Anant Kanoi, resigned w.e.f. 26.10.2017.

**Mr. Suresh Vyas was appointed as the Chairman of the Committee w.e.f. 04.12.2017.

***Mr. Neeraj Bajaj has been appointed as the member of the Committee in the Board meeting held on 12.02.2018.

The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted.

Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company''s website "www.pel-india.com".

MEETINGS OF THE BOARD

The Board of Directors met six times on 29.05.2017, 11.08.2017, 12.09.2017, 04.12.2017, 12.12.2017 and 12.02.2018 during the financial year 2017-18. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.

ANNUAL RETURN

As required pursuant to section 134 of the Companies Act, 2013, Annual Return in MGT 7 shall be available at the Company''s website at www.pel-india.com.

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

The information relating to conservation of energy, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, is provided in Annexure III to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to this Report.

The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The list of top ten employees of the Company in terms of their remuneration is as follows:

Mr. Ajay Goel (56), General Manager, 17.12.2005, 23,10,000/- B.E (E & C) (28), Punjab Wireless system Ltd., Mr. Amit Mittal (48), Deputy General Manager, 14.02.2006, 15,44,786/-, B.E (E & C) (24), Punjab Wireless system Ltd., Mr. Ashok Kumar Kanodia (67), Managing Director, 01.05.1979, 22.3% equity shares, 23,24,664/-, B.E. Electrical (39). Mr. Bhaskar Biswas (56), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (27), Indian Air Force. Mr. Deepak Jagga (46), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (28), Mr. Jagjit Singh Chopra (49), Chief Financial Officer, 25.04.2014, 18,00,000/-, Chartered Accountant (20), Blessings Advertising Pvt. Ltd., Mr. Nikhil Kanodia (41), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 36,50,668/-, M.S. Electrical & Computer Engineering (20), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (49), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (24), Wipro Technology, Mr. Sanjay Chandra (56), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (31), Indian Army, Mr. Vinay Kumar (47), General Manager, 24.01.2011, 20,99,989/-, B. Tech (Civil) (22), Raus Infra Limited.

Please note that none of the above employee is employed on contractual basis.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year under review or in the past and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

SIGNIFICANT & MATERIAL ORDERS:

Mr. Ashok Kumar Kanodia and Mr. Pradeep Kumar Kanodia, promoter brothers of the Company, had mutually arrived at Memorandum of Oral Family Settlement ("MOFS") which was duly consented by the Hon''ble Delhi High Court vide its order dated 22.03.2018 bearing Co. Appl. 3937/ 2018 in CS (COMM) 104/ 2016. Thereafter, the application was made to NCLT for withdrawal of the Petition bearing no. CP No. 162/ND/2013 and NCLT vide its order dated 06.04.2018 disposed off the matter which was filed with the Hon''ble Delhi High Court and the Court vide its order dated 09.04.2018 in the Co.A.(SB) 7/ 2015 and Co.A (SB) 18/ 2016 disposed off the petition(s). All pending applications/suits stand disposed of and all interim orders stand vacated. Thereafter, Mr. Pradeep Kumar Kanodia and his associates (members of the promoter group) transferred 35,04,382 equity shares to Mr Nikhil Kanodia son of Mr Ashok Kumar Kanodia, Managing Director and a member of the promoter group, aggregating to 25.30% of the paid up share capital of the Company on 26.04.2018. The said transfer is inter se transfer of shares among promoters of the Company under Regulation 10(1)(a)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. The shares held by Mr. Pradeep Kumar Kanodia and his associate as on date is nil and pursuant to the provisions of the MOFS, Mr. Pradeep Kumar Kanodia and his associates do not have any right/ claim/ interest in control, ownership, and management of the Company of any nature whatsoever.

Since, the settlement is completed; no contingent liability under this head exists for the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act.

12. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2018-19 to BSE.

13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. This aims to ensure safety of public, employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2017-18. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.

14. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate company is not required.

17. CAPITAL STRUCTURE:

The paid up share capital of the Company is Rs. 13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2017-18.

18. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly complied with the provisions of applicable secretarial standards as issued by Institute of Company Secretaries of India.

19. ACKNOWLEDGMENTS:

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, Noida Branch, South Indian Bank, Noida branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD

Place: Noida Ashok Kumar Kanodia Nikhil Kanodia

Date: 11.08.2018 Managing Director Whole Time Director cum

President

---

Mar 31, 2016

DIRECTORS'' REPORT

To

The Members of Precision Electronics Ltd.,

The Directors have pleasure in presenting the 37* Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31,2016.

1. FINANCIALHIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in millions)

PARTICULARS	CURRENTYEAR (FY 2015-16)	PREVIOUS YEAR (FY 2014-15)
Revenue*	260.1	277.9
Profit before Depreciation, Interest, & Tax	(2.4)	25.7
Depreciation	11.7	15.4
Finance Cost	10.5	8.2
Net profit before Tax	(24.6)	2.1
Provision for Tax	(5.1)	(.4)
Net profit after tax	(19.5)	2.5

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

DIVIDEND

In view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

Amount transferred to the general reserve is nil.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the company for the year ended March 31,2016 was recorded at about Rs.260.1 million which is 6.4% less as compared to previous financial year (2014-15) revenue of Rs.278 million. The Company incurred a loss of Rs. 19.50 million as against net profit after tax of Rs. 2.5 million in the previous year (2014-15).The revenue was less due to delay in execution of contracts which resulted in cost overruns. The delay was due to site specific conditions that were beyond our control. In addition, expected business did not materialize as some RFPs were withdrawn and in some the company''s bid was not the lowest. All this worsened the cash crunch scenario.

There is no change in the nature of business of the Company which is segmented in two business divisions; ''Electronics & Telecommunication'' and ''Infra services''.

2.1 Electronics & Telecommunication Division

Telecom division revenue during the year ended March 31, 2016 is Rs. 125.28 million as against Rs. 136.51 million in the previous year (2014-15). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure Division

Infrastructure division revenue during the year ended March 31, 2016 is Rs.132.13 million as against Rs.139.05 million in the previous year (2014-15). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defense airfields and harbors.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS

The Defense Procurement Procedure 2016 has released an industry friendly document that provides impetus for indigenous design and manufacturing which enhances the role of MSMEs and introduces flexibility in decision making to ensure that the defense procurement is fair, swift and the concept of "Make in India" is promoted.

India is following a Preferential Market Access (PMA) policy to promote local development and manufacture of telecom equipment. This has opened huge market opportunities for PEL as it has products that qualify under the scheme norms.

OPPORTUNITIES, THREATS, RISK & CONCERNS

Opportunities

The defense and the civil telecom sector, both of them together present a huge business opportunity to MSME Company like ours due to "Make in India" initiative of the Prime Minister and policies that have been aligned to achieve this objective. Our Company is poised to take full benefit from these policies. Programs that were put "on hold" wherein the Company had significant orders are now under execution.

Threats, Risk & Concerns

Main Business Risks and Concerns are due to the fact that your Company''s major portion of business is dependent on the end customer which is none other than Government of India. The business is thus tender oriented, takes long time to fructify and in this business the lowest bidder wins the tender. The tender condition mandate "no cost no commitment" technical evaluation and therefore the Company has to bear the cost associated with technical evaluation and acceptance of the equipment by the customer.

Since we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.

PRODUCTWISE PERFORMANCE

The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defense and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:

I. Wire-line

a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network: In the year under review, the company executed orders for multiplexers with variety of interface cards, converters and modems.

b. Line modems (G.SHDSL)

c. Protocol Converters (Serial-to-Ethernet)

d. Media Converters (optical-to-copper)

II. Wireless

a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.

b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.

III. Power Systems

a. Power Supplies for Military and Industrial applications: PEL''s dedicated team for power supplies develops a range of "on-board" as well as stand-alone power supplies for conditioning, conversion, distribution and charging.

b. Power Distribution Systems for Healthcare: PEL designed power supply is being used by a world leading healthcare equipment manufacturer in their new product launch which is a grand success. It has become a production item at the Roorkee facility.

IV. Data Logger for Indian Railways: PEL successfully executed its first PO for supply and installation of Data Loggers for Ajmer Railway station this FY.

V. Voice Logger: PEL developed voice loggers are deployed in all the Air Traffic Control towers of the IAF and Army aviation bases. In addition, security agencies are using an advanced variant of this product.

VI. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defense as well as civil segments. The masts are being produced at the Noida facility and additional volume orders are expected during the year.

In the Services segment, PEL''s revenue buckets include:

I. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors in the FY for major programs such as Airfield Modernization and Harbour Security. The company is actively competing in various similar opportunities which are in RFI/RFP stage presently.

II. Infrastructure Services: PEL is a regular supplier of highly precise concrete blocks that are used by Defense agencies for testing explosive power of ammunitions.

III. Hi-Tech Installation & Commissioning: The Company is providing technical support on behalf of CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy. PEL teams are stationed at several shipyards across the country.

IV. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts in the FY for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at all military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Military.

OUTLOOK

PEL has established competences in areas of design, manufacturing, turnkey solution provider and has a nationwide footprint both in defence and the civil segments. It''s partnerships with global majors and Indian primes are expected to bear fruit and take the company forward. Company has invested and created additional manufacturing capacity at its Roorkee plant to take care of volume production and the same is approved by the customers. In the year under consideration (2015-16) both the product mix as well as customer base was widened, the effect of which will be felt in the current financial year.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed.

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is kept high by boosting employee morale at different levels, engaging them in different activities than their work, arranging different programs for the employees at all levels.

FINANCIAL FACILITIES

The Company continues to enjoy the support of its Banker Punjab National Bank (PNB), Noida Branch for both fund and non-fund based facilities.

4. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the Financial Year ended 31^st March, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and Loss of the Company for the year under review;

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) that the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

5. CORPORATEGOVERNANCE

In compliance with the requirements of Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. CONTRACTS AND ARRANGEMENTSWITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years.

8. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A "Risk Management Committee" has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. In the opinion of the Board there is no risk which may threaten the existence of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) was appointed as the Non Executive Chairman of the Company w.e.f July 27,2015. It is indeed a matter of pride to have such a decorated and distinguished officer as the leader of PEL team. His induction has enhanced the image of the company in the eyes of our customers, highlighting our credibility, capability and capacity to meet their requirements, besides providing an impetus to the ''Offset'' business which is being earnestly targeted. Precision will benefit immensely from his wisdom, guidance and experience.

The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company.

In accordance to Section 203 of the Companies Act 2013, Key Managerial Personnel as appointed by the Board of Directors are; Mr Ashok K Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Ms. Veenita Puri has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f January 16, 2016 and Mr. Gurvinder Singh Monga resigned from the position of Company Secretary w.e.f December 22,2015.

Mr. Pradeep Kumar Kanodia and Ms. Ranjna Gudoo, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company. Ms. Ranjna Gudoo, Director has offered herself for reappointment. Mr. Pradeep Kumar Kanodia has neither offered himself for reappointment nor any communication is received from him in any form showing his willingness to be re-appointed in the ensuing Annual General Meeting of the Company; Board recommends not filling the resulting vacancy for the time being.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. No independent director is due for re-appointment during the year.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant "M/s Munish K Sharma & Associates" was engaged to collate and evaluate the results.

A meeting of Independent Director was held on February 5, 2016 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, the Chairman of the Company and to assess the flow of information between Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) is disclosed under the Corporate Governance Report.

10. AUDITORSANDAUDITOR''SREPORT STATUTORY AUDITOR

At the Annual General Meeting held on September 27, 2014, M/s Rajendra K. Goel & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 38^th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Rajendra K. Goel & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The notes on financial statements referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure II to this Report. The observations contained in the Secretarial Audit Report are self explanatory.

11. DISCLOSURES

VIGILMECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website.

AUDITCOMMITTEE

The Audit Committee comprises of three Independent Directors namely Mr. S. K. Kataria (Chairman), Mr. Anant Kanoi, Mr. Suresh Vyas and one Non Independent Director, Mr. Deepto Roy. All the recommendations made by the Audit Committee are accepted by the Board. Four Audit committee meetings were held during the financial year dated May 28,2015, August 14,2015, October 31,2015 and February 5,2016.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members and during the Financial Year 2015-16, two meetings of the committee were convened and one resolution dated December 29,2015 was passed by circulation:

S. No.	Name of Directors	Category	Status	Meeting Attended
1.	Mr. Anant Kanoi	NEID	Committee Chairman	1
2.	Mr. Sharvan Kumar Kataria	NEID	Member	2
3.	Mr. Suresh Vyas	NEID	Member	2
4.	Mr. Deepto Roy	NED	Member	2

Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company''s website "www.pel-india.com".

MEETINGS OF THE BOARD

The Board of Directors met six times on May 28,2015, July 27,2015, August 14, 2015, October 31, 2015, January 16, 2016 and February 5, 2016 during the financial year 2015-16. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure III.

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

The information relating to conservation of energy, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V to this Report.

The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The list of top ten employees of the Company in terms of their remuneration is as follows:

Mr. Ajay Goel (54), General Manager, 17.12.2005,23,10,000/- B.E (E & C) (26), Punjab Wireless system Ltd., Mr. Amit Mittal (46), Deputy General Manager, 14.02.2006,15,44,786/-, B.E (E & C) (22), Punjab Wireless system Ltd., Mr. Ashok K Kanodia (65), Managing Director, 01.05.1979,22.3% equity shares, 19,68,240/-, B.E. Electrical (37). Mr. Bhaskar Biswas (54), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (25), Indian Airforce. Mr. Deepak Jagga (44), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (26), Mr. Jagjit Singh Chopra (47), Chief Financial Officer, 25.04.2014,18,00,000/-, Chartered Accountant (18), Blessings advertising Pvt. Ltd., Mr. Nikhil Kanodia (39), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 32,68,776/-, M.S. Electrical & Computer Engineering (18), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (47), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (22), Wipro Technology, Mr. Sanjay Chandra (54), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (29), Indian Army, Mr. Vinay Kumar (45), General Manager, 24.01.2011,20,99,989/-, B. Tech (Civil) (20), Raus Infra Limited.

Please note that none of the above employee is employed on contractual basis.

FIXEDDEPOSITS

The Company has not invited or accepted any deposits during the year under review or in the past and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Mr. Pradeep Kumar Kanodia along with his son and family HUF has filed a civil suit CS(COMM) 104/2016 seeking recovery or damages from Mr. Ashok Kanodia and Ors in the Delhi High Court. In this suit, the Company has been made a party. The first hearing was held on February 12, 2016 the Hon''ble Judge passed an ex-parte order that restricts the right to transfer the shares of the Company by various Defendants and subjected the Company''s land situated at D-10 & 11, Sector-3 to lis pendency. The reliefs sought in the Suit include specific performance of a private arrangement executed between Mr. Pradeep Kumar Kanodia and Mr. Ashok Kanodia; to which the Company is not a party, nor can the Company be bound by the same. The said Suit is pending adjudication before the Hon''ble Delhi High Court.

Mr. Pradeep Kumar Kanodia, along with his son and family HUF, had previously filed a Company petition before the Hon''ble Company Law Board under Sections 397 and 398 of the Companies Act, 1956, being Pradeep Kanodia & Others v. Precision Electronics Ltd. & Others, C.P. No. 162/ND of 2013. The CLB has been replaced by the NCLT as per Notification of the Ministry of Corporate Affairs dated 01.06.2016 bearing F. No. A-45011/14/2016-Ad. IV. In the Petition, the Petitioners have leveled allegations of oppression and mismanagement against the Company and its Board of Directors. The Petitioners had previously also filed a similar petition in 2012, being C.P.No.123/ND/2012 raising similar allegations. That Petition was dismissed as withdrawn by Order of the Hon''ble CLB on 14.11.2012. Certain appeals/ applications in this respect are pending before the Hon''ble Delhi High Court.

The allegations raised by Mr. Pradeep Kumar Kanodia in the Company Petition as also the Civil Suit are totally unfounded and misplaced; the Company has sought legal advice on the issues raised and is vigorously defending the same. The Board of Directors have empowered independent Directors Mr. Suresh Vyas and Mr. S.K. Kataria to take decisions on all legal actions that are necessary to protect the best interest of the Company and its shareholders.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act.

12. LISTINGOFSECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2016-17 to BSE.

13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2015-16. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.

14. CAUTIONARYSTATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

16. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate company is not required.

17. CAPITALSTRUCTURE:

The paid up share capital of the Company is Rs. 13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs. 10/- each amounting to Rs. 13,84,85,120/- and Rs. 2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2015-16.

18. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, Noida Branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD

Place: Noida

Date: August 08, 2016 Chairperson

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Rs. in million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue* 277.9 134

Profit before Depreciation, 23.8 (26) Interest, & Tax

Depreciation 15.4 12

Finance Cost 8.2 6

Net profit before Tax 2.1 (44)

Provision for Tax (.4) (22)

Net profit after tax 2.5 (22)

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

DIVIDEND

In view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

Amount transferred to the general reserve is nil however, an amount of Rs 2.5 million has been retained in the surplus.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the company for the year ended 31st March 2015 was recorded at Rs.278 million which is more than double as compared to previous financial year (2013-14) revenue of Rs.134 million. Consequently, net profit after tax was Rs.2.5 million as against a loss of about Rs.22 million in the previous year (2013-14).The performance was good due to contribution of infra services division of the Company.

There is no Change in the nature of business of the Company which is segmented in two business divisions; 'Electronics & Telecommunication' and 'Infra services'.

2.1 Electronics & Telecommunication Division

Telecom division revenue during the year ended 31st March, 2015 is Rs. 136.51 million as against Rs. 113.71 million in the previous year (2013-14). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure Division

Infrastructure division revenue during the year ended 31st March, 2015 is Rs. 139.05 million as against Rs. 1.8 million in the previous year (2013-14). The division undertakes turnkey assignments of civil, electrical and networking work and turnkey installation and commissioning of radars,sensors, data links and the command and control room at defence airfields and harbors.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

4. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the Financial Year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review;

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) that the Directors have prepared the annual accounts on a 'going concern' basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

5. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with Bombay Stock Exchange (BSE), a separate report on Corporate Governance along with the Auditors' Certificate on its compliance forms a part the Annual Report.

6. HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is at a high level.

7. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the year.

9. RISK MANAGEMENT

Your Company has constituted a "Risk Management Committee" which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. Committee has presented risk management plan of risk assessment and minimization procedures. In the opinion of the Board there is no risk which may threaten the existence of the Company.

10. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) (DIN: 069069307) has joined the Board of Directors as Additional Director and Non Executive Chairman with effect from July 27, 2015. It is indeed a matter of pride to have such a decorated and distinguished officer as a part of our team. His induction will enhance the image of the company in the eyes of our customers belonging to the defence forces, highlighting our credibility, capability and capacity to meet their requirements, besides providing an impetus to the offset business which we are earnestly targeting. Precision will benefit immensely from his wisdom, guidance and experience. We seek your support in confirming his appointment in the forthcoming Annual General Meeting.

Two Non- Executive Directors Mr. Deepto Roy (DIN 01241534) and Mrs. Ranjana Gudoo (DIN 06956595) were appointed by the shareholders to comply with the requirements of the Listing agreement. In accordance to Section 203 of the Company Act 2013, Key Managerial Personnel as appointed by the Board of Directors are; Mr Ashok K Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Mr Gurvinder Singh Monga (Company Secretary).

The present term of appointments of Mr Ashok Kumar Kanodia as Managing Director of the Company has expired on 5th June 2015. In terms of Companies Act 2013, the Nomination and Remuneration Committee of the Board has recommended his appointment to the Board. Board has accordingly appointed him as Managing Director subject to approval by shareholders in general meeting. We seek your support for confirming his appointment in forthcoming Annual General Meeting.

The present term of appointments of Mr Pradeep Kumar Kanodia as Executive Director of the Company has expired on 5th June 2015. He continues to be a non-executive Director of the Company.

Information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes convening the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under clause 49 of the Listing Agreement. The Company has devised an evaluation matrix for the performance evaluation and an external consultant was engaged to collate the evaluation results.

A meeting of Independent Director was held on 26th March, 2015 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, Chairman of the Company/ Meetings, to assess the flow of information between Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) is disclosed under the Corporate Governance Report.

12. AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITOR

At the Annual General Meeting held on 27th September, 2014, M/s Rajendra K. Goel & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 38th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Rajendra K. Goel & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The notes on financial statements referred to in the Auditor's report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure I to this Report. The observations contained in the Secretarial Audit Report are self explanatory.

The Board has appointed M/s Munish K Sharma & Associates Company Secretaries, as Secretarial Auditor of the Company for the financial year 2015-16.

13. DISCLOSURES

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has also been established and can be accessed on the Company website.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Shri. S. K. Kataria (Chairman), Shri. Anant Kanoi, Shri. Suresh Vyas and Non Independent Director Shri Deepto Roy as other member. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report.

MEETINGS OF THE BOARD

The Board of Directors met four times on 30 May, 2014, 12 August 2014, 12 November 2014 and 12 February 2015 during the financial year 2014-15 ending March 31, 2015. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II.

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

The information relating to conservation of energy, as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 as required to be disclosed under the Act, are provided in Annexure III to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to this Report.

The Company does not have any employee employed throughout the financial year and in receipt of remuneration of Rs.60 Lakh or more, or employed for part of the year and in receipt of Rs.5 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year under review or in the past and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

No case was reported and or filed during the year under the aforesaid Act.

14. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee up to the Current Financial Year to BSE.

15. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety and Environment matters. The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2014-15. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker's protection in order to make PEL a safe place to work.

16. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute 'forward looking statements' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.

17. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD Place: Noida Date: August 14th, 2015 Chairperson

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2014.

1. FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue* 134 204

Profit before Depreciation, (26) 37 Interest, & Tax

Depreciation 12 13

Finance Cost 6 11

Net profit before Tax (44) 13

Provision for Tax (22) 4**

Net profit / (loss) after tax (22) 9

* Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

**Provision for tax has decreased due to Deferred Tax

2. DIVIDEND

In view of conservation of financial resources of the Company, your directors do not recommend any dividend for the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

3. FINANCIAL AND OPERATIONAL PERFORMANCE

Overall revenue of the Company for the year ended 31st March, 2014 were recorded at Rs.134 million as compared to previous Financial Year (2012-13) revenue of Rs.204 million consequently the net profit after tax was Rs.(22) million as against Rs.9 million achieved during the previous year (2012-13). The performance was poor due to programs against which the orders are in hand continue to be ''on hold''.

4. INDUSTRY STRUCTURE AND DEVELOPMENTS

National Telecom Policy (NTP) 2012 seeks to make India a ''global manufacturing hub'' for telecommunications hardware is the single largest growth driver for the indigenous hardware manufacturers. The new NDA Government is committed to support local manufacturing.

India is one of the largest arms buyers in the international market. Ministry of Defence is actively pursuing promotion of indigenous design and manufacturing agenda under the new Government which will ensure sustained growth of the indigenous defence private industry. Your Company stands to benefit being well established in the sector.

5. OPPORTUNITIES, THREATS, RISK & CONCERNS

5.1 Opportunities

With the change in Government, the SME sector is receiving special attention as this sector is well known for its contributions towards employment and balanced regional development. A committee is being formed to look into the issues related to this sector by the Government which is expected to give its recommendations within 100 days. In addition policy/procedure bottlenecks in Ministry of Telecom, Defence and Railways to support local manufacturing are being addressed earnestly. All this represents a huge opportunity for your Company.

5.2 Threats, Risk & Concerns

Your company is in the technology intensive sector wherein continuous investments are required to keep pace with the latest in technology. Foreign Original Equipment Manufacturers continue to be aggressive both in pricing as well as technology release for Indian requirements due to global recession.

Main Business Risks and Concerns are due to the fact that your Company is dependent on business from the Government and quasi government entities which are tender oriented and takes long time to fructify. Liquidity management and retention of highly trained manpower is a challenge.

6. SEGMENT -WISE PERFORMANCE

Company is structured into two businesses: Electronics & Infrastructure.

6.1 Electronic Division

Telecom division revenue during the year ended 31st March, 2014 is Rs.113.71 million as against Rs.69.86 million in the previous year (2012-13) and the PBIT for the division decreased to Rs.(32.51) million in the current financial year as against Rs.33.94 million in the previous year. The division has suffered due to committed programs being held up and delays in procurement.

6.2 Infrastructure Division

Infra division undertook a small work of Rs.1.8million for the DRDO lab during the year. The expected bulk order against the MAFI program was delayed and revenues under this program are expected in the current financial year i.e. 2014-15. In addition, the division booked a significant order from a foreign company that has received orders from the Ministry of Defence. This order is under implementation.

7. OUTLOOK

The strategy pursued by the Company to offer a diversified product and service portfolio to a wider customer base while keeping its technical competence intact during the challenging cash crunch scenario, is bearing result. The order book is getting healthy and the Company is expected to deliver a positive result in the current Financial Year i.e. 2014-15. The outlook is further buoyed with the policy directions in the Union Budget by the NDA Government.

8. FINANCIAL FACILITIES

The Company continues to enjoy the support of its Banker Punjab National Bank (PNB), Noida Branch for both fund and non-fund based facilities.

9. ADEQUACY OF INTERNAL CONTROL

The Company continues to have a proper and adequate internal control procedure commensurate with its size and nature of business. This control procedure ensures efficient use and protection of resources, compliance with established Company policy and guidelines and compliance of statutes.

The Company has an internal auditor, which carries out independent periodic audit. The scope of internal audit covers variety of operational and financial matters and review of implementation of recommendations made for corrective action. The prime object of such audit is to test the adequacy, effectiveness and adherence of all internal control laid down by the management and to suggest improvement. Quarterly internal audit reports are reviewed in Audit Committee.

10. HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is at a high level.

11. LEGAL PROCEEDINGS

Mr. Pradeep Kanodia, along with his son and Family HUF, have filed a Company Petition before the Hon''ble Company Law Board under Ss. 397 and 398 of the Companies Act, 1956, being Pradeep Kanodia & Ors v Precision Electronics Ltd & Ors, C.P. No. 162/ND of 2013. In the Petition, the Petitioners have leveled allegations of oppression and mismanagement against the Company and its Board of Directors.

It may be noted that the Petitioners had previously filed a similar petition in 2012, being C.P. No. 123/ND/2012 raising similar allegations. That Petition was dismissed as withdrawn by Order of the Hon''ble CLB on 14.11.2012.

The allegations raised by Mr. Pradeep Kanodia in the Company Petition are totally unfounded and misplaced; the Company has sought legal advice on the issues raised in the Petition and is vigorously defending the same.

Further, given the allegations by the Petitioners that a settlement agreement was entered into between Mr. Pradeep Kanodia and Mr. Ashok Kanodia which affected the interests of the Company; and having come to the conclusion that a private arrangement between Mr. Pradeep Kanodia and Mr. Ashok Kanodia, if it exists, cannot bind the Company; the Board of Directors have empowered independent directors Mr. Suresh Vyas and Mr. S. K. Kataria to take decisions on all legal actions that are necessary to protect the best interest of the Company and its shareholders.

The hearings in the matter are ongoing.

12. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute ''forward looking statements'' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied. Several factors could make significant difference to the Company''s operations. These include climatic conditions and economic conditions affecting demand and supply, Government regulations and taxations, natural calamities etc. on which the Company does not have any direct control.

13. REGISTRAR & TRANSFER AGENT

The Registrar and Transfer Agent is:

M/s Skyline Financial Services Pvt. Ltd.

D-153/A, First Floor, Okhla Industrial Area New Delhi-110 020

Contact No.-011-26812682-83/64732681-88

14. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety and Environment matters and attain sustainable performance at all workplaces and beyond. As a responsible corporate citizen your Company acts on the belief that environment protection are not just preferred responses but our basic responsibility and the right way to do business.

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2013-14. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948. This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.

15. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 is annexed hereto marked Annexure- I and form part of this Report.

16 CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with BSE, a separate report on Corporate Governance along with the Practising Company Secretary''s Certificate on its compliance forms a part the Annual Report.

17. FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the Public under section 58A of the Companies Act, 1956 during the year under review and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

18. DIRECTORS

The Board consists of Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Section 149 warrants that an independent director shall hold office for a term up to five consecutive years on the Board of the Company. Hence, it is decided to fix the tenure of the Independent Directors of the Company in the Annual General Meeting of the Company. Following are the independent directors of the Company.

1. Mr. Anant Kanoi

2. Mr. Suresh Vyas

3. Mr. Sharvan Kumar Kataria

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rahul Goenka, Non-Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment.

Information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes convening the Annual General Meeting.

In order to comply with Companies Act, 2013, which came in effect from 1st April, 2013 and the amended Listing Agreement which comes into effect from 1st October, 2014, the Board of Directors of the Company need to be reconstituted by inducting three Directors under section 160. Accordingly, discussions are ongoing for such appointments.

19. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

3) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis

20. AUDITORS

The retiring Auditors of the Company M/s Rajendra K. Goel & Co., Chartered Accountants, retire at the conclusion of the ensuing AGM and being eligible, offer themselves for re-appointment. The Company has received a certificate under Section 141 from them that their re-appointment, if made, would be within the prescribed limits under Section 139 read with Section 141 of the Companies Act, 2013.

21. COST AUDITORS

Electrical & Electronic Product attract Cost Audit w.e.f. 24th January, 2012 vide Central Order No. 52/26/CAB/2010. Hence the Company is required to get its cost record audited. M/s V.K. Dube & Co., Cost Accountants, is re-appointed as Cost Auditors of the Company. Central Government has issued Companies (Cost Records and Audit) Rules, 2014 (the Rules) vide GSR 425 (E) dated 30th June 2014 published in Extra Ordinary Gazette dated 1st July 2014. Said Rules have superseded the above mentioned Order No. 52/26/CAB/2010 and the Company is not covered, either for audit or maintenance of cost records, as per extant Rules. However, Cost Auditor for the current year has already been appointed prior to notification of Rules; in light of the changed provision of the law, Board of Directors have decided not to go for cost audit of the Company.

Particulars of Cost Auditors'' are mentioned below:

Name of the Cost Auditor''s Firm V.K. Dube & Co., Cost Accountants

Membership Number of Cost Auditor 00343

Address: T II/206, Gulmohar Enclave, Nehru Nagar III, Ghaziabad, U.P

E-mail id [e-mail]

22. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee up to the Current Financial Year to BSE.

23. PARTICULARS OF THE EMPLOYEES

There was no employee in the Company who if employed throughout the year was in receipt of remuneration of Rs. 60,00,000/- per annum and above and if employed for the part of year was in receipt of remuneration of Rs. 5,00,000/- per month and above. Thus, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable.

24. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD Sd/- Ashok K Kanodia Chairman

Place: Noida Date: August 12th, 2014

---

Mar 31, 2013

To The Members of Precision Electronics Ltd.,

The Directors have pleasure in presenting the 34th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2013.

1. FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs. in million) PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue* 204 371

Profit before Depreciation, Interest, & Tax 37 32

Depreciation 13 15

Finance Cost 11 15

Net profit before Tax 13 1

Provision for Tax 4 11**

Net profit after tax 9 (10)

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax. ** Provision for tax has increased due to Deferred Tax

2. DIVIDEND

In view of conservation of financial resources of the Company, your directors do not recommend any dividend for the financial year under review.

3. REGISTRAR & TRANSFER AGENT

The Registrar and Transfer Agent is: M/s Skyline Financial Services Pvt. Ltd. D-153/A First Floor, Okhla Industrial Area New Delhi-110 020 Contact No.-011-30857575

4. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address to Health, Safety and Environment matters and attain sustainable performance at all workplaces and beyond. As a responsible corporate citizen your Company acts on the belief that environment protection are not just preferred responses but our basic responsibility and the right way to do business.

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2012-13. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker''s protection in order to make PEL a safe place to work.

5. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 is annexed hereto marked Annexure- I and form part of this Report.

6. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with BSE, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance forms a part the Annual Report.

7. FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the Public under section 58A of the Companies Act, 1956 during the year under review and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

8. DIRECTORS

The Board consists of Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 133 of the Article of Association of the Company, Mr. Rahul Goenka and Mr. Sharvan Kumar Kataria Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The resolution for the same has been included in the notice of Annual General Meeting scheduled to be held on 21st September, 2013.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Suresh Vyas was appointed as Additional Director of the Company w.e.f. 3rd November, 2012 and shall hold the office till the date of the ensuing Annual General Meeting. Your Company has received notice in writing proposing his candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956. Your Directors recommend his appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the accounts for the Financial Year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

3) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

10. AUDITORS

The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co., retire at this year''s Annual General Meeting and have sought their re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New Delhi has confirmed that their re-appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Their being no audit observations in Auditors'' Report, no further explanations are required.

Pursuant to Section 233B of the Companies Act, 1956 and other relevant provisions, rules and regulations issued by the Central Government regarding Cost Audit, your Company was required to carry out and submit the Cost Compliance Report for manufacturing of Telecommunication equipments, Printed Circuit Board. The Company had appointed M/s V.K. Dube & Co. Cost Auditors to carry the inspection and audit of cost records of the Company and after due inspection and audit, they submit their Cost Compliance Report of the above products for the financial year 2011-12 to the Board of Directors. Board of Directors of the Company approved the said report in the meeting dated 21st January, 2013. The Company also file the Cost Compliance Report to the Central Government in XBRL format vide Form A on 23rd February, 2013.

In the notification issued by the Central Government, manufacturing of Telecommunication equipments is covered under the Cost Audit for the Financial Year 2012-13. M/s V.K. Dube, Cost Auditors is reappointed as Cost Auditor for the financial year 2012-13.

11. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee up to the Current Financial Year to BSE.

12. PARTICULARS OF THE EMPLOYEES

There was no employee in the Company who if employed throughout the year was in receipt of remuneration of Rs. 60,00,000/- per annum and above and if employed for the part of year was in receipt of remuneration of Rs. 5,00,000/- per month and above. Thus, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable.

13. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels, which enabled the Company to achieve the performance during the year.

FOR AND ON BEHALF OF THE BOARD

Place: Noida ASHOK K. KANODIA

Date: May23, 2013 MANAGING DIRECTOR

---

Mar 31, 2012

To The Members of Precision Electronics Ltd.,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31,2012.

1. FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below

(in Million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue* 371 258

Profit before Depreciation, Interest, & Tax 32 28

Depreciation 15 17

Finance Cost 15 9

Net profit before Tax 1 2

Provision for Tax* * 11 (1)

Net profit after Tax (10) 3

*Revenue is net of Excise duly, VAT, Sales tax & Service Tax.

* * Provision for tax has increased due to Deferred Tax

2. DIVIDEND

In view of conservation of financial resources of the Company, your directors do not recommend any dividend for the financial year under review.

3. REGISTRAR & TRANSFER AGENT

The Registrar and Transfer Agent is:

M/s Skyline Financial Services Pvt. Ltd.

D-153/A First Floor, Okhla Industrial Area

New Delhi-110 020

Contact No .-011 -26812682-84

4. ENVIRONMENTAL PROTECTION, HE ALTH AND SAFETY

During the year, the Company enhanced its efforts to address to Health, Safety and Environment matters and attain sustainable performance at all workplaces and beyond. As a responsible corporate citizen your Company act on the belief that environment protection are not just preferred responses but our basic responsibility and the right way to do business.

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2011 -12. PEL also has a Workman Safety Committee under section 41G of Factories Act 1948.This Committee meets at regular intervals to take measures for worker's protection in order to make PEL a safe place to work.

5. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 is annexed hereto marked Annexure-1 and form part of this Report.

6. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with BSE, a separate report on Corporate Governance along with the Auditors' Certificate on its compliance forms a part the Annual Report.

7. FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public under section 58 A of the Companies Act, 1956 during the year under review and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

8. DIRECTORS

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 133 of the Article of Association of the Company, Mr. Pradeep Kanodia and Mr. Anant Kanoi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The resolution for the same has been included in the notice of Annual report scheduled to be held on 25th September, 2012.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31 st March, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

3. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

10. AUDITORS

The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co., retire at this year's Annual General Meeting and have sought their re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New Delhi has confirmed that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Their being no audit observations in Auditors' Report, no further explanations are required.

11. LISTING OF SECURITIES

The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee up to the current financial year to BSE.

12. PARTICULARS OF THE EMPLOYEES

There was no employee in the Company who if employed throughout the year was in receipt of remuneration of Rs.60,00,000/- per annum and above and if employed for the part of year was in receipt of remuneration of Rs.5,00,000/- per month and above. Thus, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable.

13. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its customers, business associates and shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels, which enabled the Company to achieve the performance during the year.

FOR AND ON BEHALF OF THE BOARD

Place : New Delhi (ASHOK KANODIA)

Date : May 30, 2012 MANAGING DIRECTOR

---

Mar 31, 2011

The Members of

Precision Electronics Ltd.,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31,2011.

1. FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Rs. in Million)

I PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue* 258 299

Profit before Depreciation, Interest, & Tax 28 30

Depreciation 17 18

Net Profit before Tax 2 1

Provision for Tax** (1) 1

Net profit after Tax 3 0.02

Profit brought forward from Balance Sheet 99 99

Amount available fro appropriation 102 99

Appropriation: Transfer to General Reserve - -

Profit Carried forward to Balance Sheet 102 99

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax. **Provision for tax is in negative due to Deferred Tax.

2. DIVIDEND

In view of conservation of financial resources of the Company, your directors do not recommend any dividend for the financial year under review.

12. REGISTRAR & TRANSFER AGENT

The Registrar and Transfer Agent is: M/s Skyline Financial Services Pvt. Ltd. D-153/AFirst Floor, Okhla Industrial Area NewDelhi-110020 ContactNo.-Ol 1-30857575

13. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address to Health, Safety and Environment matters and attain sustainable performance at all workplaces and beyond. As responsible Corporate Citizen your Company act on the belief that environment protection are not just preferred responses but our basic responsibility and the right way to do business.

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The HSE policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of tis facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2010-11. PEL also has Workman Safety Committee under section 41G of Factories Act 1948. This Committee meets at regular intervals to take measures for worker's protection in order to make PEL a safe place to work.

14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, as required under Section 217( 1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 is annexed hereto marked Annexure-1 and form part of this Report.

15. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the listing Agreement with BSE, a separate report on Corporate Governance along with theAuditors' Certificate on its compliance forms a part the Annual Report.

16. FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public under section 58A of the Companies Act, 1956 during the year under review and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

17. DIRECTORS

The Board consists of Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 133 of the Article of Association of the Company, Sh. Rahul Goenka and Sh. S C Choudhary, Directors of the Company retire by rotation at me ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The resolution for the same has been included in the notice of Annual Report scheduled to be held on 10th September,2011.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1) That in me preparation of the accounts for the financial year ended 31st March,2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of die Company for me year under review.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with me provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the financial year ended 31" March, 2011 on a 'going concern'basis.

19.AUDITORS

The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co., retire at this year's Annual General Meeting and have sought their re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New Delhi has confirmed that their re-appointment, if made, would be within the prescribed limits under Section 224( 1 -B) of the Companies Act, 1956.

Their being no audit observations in Auditors' Report, no further explanations are required.

20. LISTING OF SECURITIES

The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee upto the current financial year to BSE.

21. PARTICULARS OFTHE EMPLOYEES

There was no employee in the Company who if employed throughout the year was in receipt of remuneration of Rs. 60,00,000/- per annum and above and if employed for the part of year was in receipt of remuneration of Rs.5,00,000/- per month and above. Thus, the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable.

22.ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its customers, business associates and shareholders and look forward to similar support and co-operation in future. Your Directors appreciate the sincere efforts put in by the employees at all levels, which enabled the Company to achieve the performance during the year.



FOR AND ON BEHALF OF THE BOARD

(ASHOK KANODIA) (PRADEEP KANODIA) Managing Director Executive Director

Place: New Delhi Date: 18.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31,2010.

1. PERFORMANCE OF THE COMPANY

Summary of the financial results is as under: (Rs. in Million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Revenue 309 397

Profit before Depreciation, Interest, & Tax 30 52

Depreciation 18 15

Interest 11 4

Net Profit before Tax 1 33

Provision for Tax 1 (5)*

Net profit after Tax 02 38

Profit brought forward from Balance Sheet 99 61

Amount available fro appropriation 99 99

Appropriation: Transferto General Reserve

Profit Carried froward to Balance Sheet 99 99



*Provisionfor tax is in negative due to Deferred Tax

2. DIVIDEND

In view of conservation of financial resources of the Company, your directors do not recommend any dividend for the financial year under review.

14.REGISTRAR & TRANSFERAGENT

The Registrar and Transfer Agent is:

M/s Skyline Financial Services Pvt. Ltd.

246, 1st Floor, Sant Nagar, East of Kailash,

New Delhi-110065

Tel:[phone]

15.ENVIRONMENTAL PROTECTION, HEALTHAND SAFETY

As a responsible corporate citizen your Company act on the belief that environment protection are not just preferred responses but our basic responsibility and the right way to do business. EHS continues to receive highest priority in all operational and functional areas at factory. The Company continues to maintain excellent track record on safety. The site hadno accidents during the year 2009-10. PELalso hasaWorkman safety Committee under section 41GoffactoriesAct 1948.This Committee meets at regular intervals to take measures for workers protection in order to make PEL a safe place to work.

16. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information relating to conservation of energy, as required under Section 217(1) (e) of the CompaniesAct, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Director) Rules 1988 is annexed hereto marked Annexure-I and form partof this Report.

17.CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with BSE, a separate report on Corporate Governance along with theAuditors Certificate on its compliance formsapart theAnnual Report.

18.FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public under section 58Aof the Companies Act, 1956 during the year under review and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

19.DIRECTORS

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines ofcorporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 133 of the Article of Association of the Company, Mr. Anant Kanoi and Mr. Ashok Kanodia (Managing Director) of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The resolution for thesamehas been included in the notice of Annual report scheduled to be heldon September17,2010.

20.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

3) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

21.AUDITORS

The Statutory Auditors of the Company, M/s Rajendra K. Goel & Co., retire at this years Annual General Meeting and have sought their re-appointment. M/s Rajendra K. Goel & Co., Chartered Accountants, New Delhi has confirmed that their re-appointment,if made, would be within the prescribed limits under Section 224(1-B)of the CompaniesAct, 1956.

Their being noaudit observationsinAuditors Report, no further explanations are required.

22.LISTING OF SECURITIES

The Shares of the Company are listed with BSE, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). Itis confirmed that the Company has paid Annual Listing Fee upto the current financial yearto BSE.

23.PARTICULARS OF THE EMPLOYEES

Information in accordance with the provisions Section 217(2A) of the Companies Act, 1956 read with Companies (Particularsof Employees) Rules, 1975as amended forms part ofthis report and marked asAnnexure II.

24.ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National Bank, its customers, business associates and shareholders and look forward to similar support and co-operation infuture. Your directors appreciate the sincere efforts put in by the employees at all levels, which enabled the Company to achieve the performance during the year.

FOR AND ON BEHALF OFTHE BOARD

Place: New Delhi (ASHOK KANODIA) (PRADEEP KANODIA)

Date: 27.05.2010 Managing Executive Director