PG Electroplast Limited — AGM Information 2023

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September 08, 2023

To, To, The Manager (Listing) The Manager (Listing) BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai - 400 051

Scrip Code: 533581

Scrip Symbol: PGEL

By means of BSE Listing Centre

By means of NEAPS

Dear Sir,

Sub: Notice of the 21[st] Annual General Meeting

Please find attached Notice of the 21[st] Annual General Meeting of PG Electroplast Limited scheduled to be held on Saturday, September 30, 2023 at 02.00 PM through Video Conferencing/Other Audio Visual Means ("VC/OAVM”).

This to inform you that in compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014, as amended, the Company has fixed Friday, September 22, 2023 as the cut-off date for the purpose of offering remote e-voting facility to the Members in respect of resolutions to be transacted at the 21[st] Annual General Meeting scheduled to be held on September 30, 2023 through Video Conferencing/Other Audio Visual Means ("VC/OAVM”).

This is for your information and record.

Thanking you

Yours faithfully,

For PG Electroplast Limited Sanchay Digitally signed by Sanchay Dubey Date: 2023.09.08 20:22:04 +05'30' Dubey (Sanchay Dubey) Company Secretary

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Annual Report 2022-23

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PG ELECTROPLAST LIMITED

CIN: L32109DL2003PLC119416

Regd. Office: DTJ-209, 2[nd] Floor, DLF Tower-B, Jasola, New Delhi-110025

Corp. Office: P-4/2 to 4/6, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida, Dist. Gautam Budh Nagar, (U.P.)-201306 Email: [email protected] Website: www.pgel.in Phones: +011-41421439 / 0120-2569323

NOTICE OF THE 21[ST] ANNUAL GENERAL MEETING

NOTICE is hereby given that the 21[st] ANNUAL GENERAL MEETING of the members of PG ELECTROPLAST LIMITED (the “Company”) will be held on Saturday, 30[th] day of September 2023 at 02:00 PM through video conferencing or any other audio-visual means to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended on March 31, 2023, the report of the Board of Directors and Statutory Auditors thereon and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended March 31, 2023 together with the Report of Board of Directors and the Auditors thereon, laid before this meeting, be and are hereby considered and adopted.”

1. To re-appoint Mr. Anurag Gupta (DIN:00184361) as a Director, who retires by rotation and, being eligible, offers himself for re-appointment and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT pursuant to section 152 of the Companies Act 2013, Mr. Anurag Gupta (DIN: 001824361), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment as director of the Company, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

1. TO APPROVE/RATIFY REMUNERATION OF THE COST AUDITOR FOR THE FINANCIAL YEAR ENDING ON MARCH 31, 2024 and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable provisions, if any, the Shareholders hereby ratify the approved remuneration of H 4,75,000/(Rupees Four Lakh Seventy-Five Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses to be paid to M/s Amit Singhal & Associates, (Firm Registration No. 101073), Cost Accountants, to conduct audit of the cost records of the Company for the financial year ending on March 31, 2024 as approved by the Board of Directors on recommendation of the Audit Committee of the Company.”

By Order of Board of Directors of PG Electroplast Limited

Sd/-

(Sanchay Dubey) Company Secretary Membership No. A51305

Date: September 07, 2023 Place: Greater Noida

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PG Electroplast Limited

NOTES:

• a) Pursuant to the General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 issued by SEBI (hereinafter collectively referred to as “the Circulars”), permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing/Other Audio Visual Means ("VC/OAVM"), without the physical presence of the Members at a common venue. Accordingly, the AGM of the Company is being held through VC/OAVM. Instructions for attending the meeting through VC/OAVM and remote e-voting are attached.

• b) In line with the various circulars, Notice of the AGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories (”DP”). Members may note that the Notice of AGM will also be available on the Company's website (www.pgel.in), website of BSE (www.bseindia. com), NSE (www.nseindia.com) and website of Registrar and Transfer Agent of the Company i.e., KFin Technologies Limited (www.evoting.kfintech.com).

• c) Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the aforesaid circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Annual General Meeting and hence the Proxy Form and Attendance Slip are not annexed to the Notice. Likewise, the Route Map is also not annexed with this Notice.

• d) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Members can attend and participate in the Annual General Meeting through VC/OACM only.

• e) Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the company by email through its registered email address at [email protected].

• f) Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is attached and forms part of this notice.

• g) Members holding shares in electronic form are requested to intimate all changes pertaining to their bank particulars, nominations, power of attorney, change of address, change of name, email address, contact numbers, etc., to their

Depository Participants (DP). Changes intimated to the DP will then be automatically reflected in the Company’s record which will help the Company and KFin Technologies Limited, Registrar and Transfer Agent of the Company, to provide efficient and better services. Members holding shares in physical form are also requested to intimate such changes to the Company or KFin Technologies Limited.

• h) Members holding shares in physical form are mandatorily required to dematerialize their holding in order to eliminate all risks associated with physical share certificate. Members can contact the Company or its RTA i.e. KFin Technologies Limited for further assistance.

• i) Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company's Registrar, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

• j) In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

• k) Electronic copy of all documents referred to the accompanying Notice of AGM will be available for inspection by members in electronic mode at the Company’s website i.e. www.pgel.in.

• l) The Company has a registered e-mail address investors@ pgel.in for members to mail their queries or lodge complaints, if any. The Company endeavors to reply to queries as soon as possible. The Company’s website www.pgel.in has a dedicated section on Investors.

• m) The Securities and Exchange Board of India (SEBI) vide Circular (SEBI/HO/MIRSD/DOP1/CIR/P/2018/73) dated April 20, 2018 has mandated the submission of Permanent Account Number (PAN) and Bank details by every participant in securities market. Members holding shares in electronic form are mandatorily required to submit their PAN and Bank details to their depository participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN and Bank details to the Company/RTA. Shareholders who have not updated their details are requested to send their PAN and Bank details in terms of the above said SEBI Circulars.

• n) Pursuant to Section 72 of the Companies Act, 2013, member(s) of the Company may nominate a person in whom the shares held by him/them shall vest in the event of his/ their unfortunate death. Member(s) holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s RTA. In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.

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Annual Report 2022-23

• o) Members of the Company holding shares either in physical form or in electronic form as on the cut-off date i.e. Friday, September 22, 2023 may cast their vote by remote e-Voting. The remote e-Voting period commences on Tuesday, September 26, 2023 at 9.00 a.m. (IST) and ends on Friday, September 29, 2023 at 5.00 p.m. (IST) . The remote e-Voting module shall be disabled by NSDL/CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-Voting before/ during the AGM) shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e., Friday, September 22, 2023.

• p) Members having any question or query related to agenda/ business of AGM are requested to write to the Company Secretary on the Company's investor email-id investor@ pgel.in during the period starting from Tuesday, September 26, 2023 (09:00 a.m. IST) up to Thursday, September 28, 2023 (5:00 p.m. IST), so as to enable the management to keep the information ready. Please note that members questions will be answered only if they continue to hold the shares as of Friday, September 22, 2023, i.e. the cut-off date for e-voting.

• q) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued thereof, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM.

• As per the SEBI circular dated December 9, 2020 on e-voting facility, individual members holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories (NSDL/CDSL) and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Individual members holding securities in physical mode are allowed to vote through e-voting platform https:// evoting.kfintech.com. Other members except individual members are also allowed to vote through e-voting platform https://evoting.kfintech.com.

• r) Ms. Puja Mishra of M/s Puja Mishra & Co., a Practicing Company Secretary (ACS No. 42927, C.P. No.:17148), has been appointed as “Scrutinizer” to scrutinize the e-Voting process in a fair and transparent manner and she has communicated her willingness to be appointed.

• s) The Scrutinizer shall, immediately after the conclusion of e-voting at the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 2 working days of conclusion of the AGM, a consolidated Scrutinizer Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

• t) The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www. pgel.in and on the website of BSE Limited at www.bseindia. com and National Stock Exchange of India Limited at www.nseindia.com and on the website of KFin at https:// evoting.kfintech.com, immediately after the declaration of Result by the Chairman or any person authorized by him in writing.

• u) Subject to receipt of requisite number of votes, the Resolution shall be passed on Saturday, September 30, 2023.

• v) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• w) The Company has been allotted ISIN INE457L01011 by CDSL and NSDL (for dematerialization of the company’s shares. We hereby request all the members to get their shares dematerialized.

INSTRUCTIONS FOR REMOTE E-VOTING FOR AGM THROUGH VC/OAVM:

Login method for remote e-voting: Applicable only for Individual shareholders holding securities in Demat Form.

As per the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

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PG Electroplast Limited

Login method for Individual member holding securities in demat mode given below:

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Amount in lakh
NSDL CDSL
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• II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.

III. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.

• V. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual members (holding securities in demat mode) login through their depository participants.

Members can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-voting period.

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Annual Report 2022-23

IMPORTANT NOTE:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Amount in lakh

Members facing any technical issue – NSDL Members facing any technical issue - CDSL Members facing any technical issue in login can contact NSDL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or call helpdesk by sending a request at helpdesk.evoting@cdslindia. at toll free no.: 18001020 990 and 1800224430 com or contact at 022-23058738 or 22-23058542-43.

A. Instructions for remote e-voting for Physical cases (Shares held in Physical Mode):

• I. Launch internet browser by typing the URL: https:// evoting.kfintech.com

• II. Enter the login credentials provided in the email and click on Login.

• III. Password change menu appears when you login for the first time with default password. You will be required to mandatorily change the default password.

• IV. The new password should comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,).

• V. Update your contact details like mobile number, email address, etc. if prompted. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.

• VI. Login again with the new credentials.

• VII. On successful login, the system will prompt you to select the “EVENT” i.e. “PG Electroplast Limited.”

• VIII. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off date under “FOR / AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR / AGAINST” taken together shall not exceed your total shareholding as mentioned above. If the member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• IX. Members holding multiple folios s may choose to vote differently for each folio / demat account.

• X. You may then cast your vote by selecting an appropriate option and click on “Submit. A confirmation box will be displayed. Click “OK” to confirm or “CANCEL” to modify. Once you confirm the voting on the resolution, you will not be allowed to modify your vote thereafter. During the voting period, members

can login multiple times and vote until they confirm the voting on the resolution by clicking “SUBMIT”.

• XI. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/ JPG format) of certified true copy of relevant board resolution/authority letter, etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutiniser through email at and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘PGE_EVENT No’

• XII. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members at https://evoting.kfintech.com/public/Faq.aspx or call KFin on 1-800-309-4001 (toll free).

In case e-mail ID of a Member is not registered with the Company/ Depository Participant(s), then such Member is requested to register/ update their e-mail addresses with the Depository Participant (in case of Shares held in dematerialised form) and inform KFin at the email ID [email protected] (in case of Shares held in physical form):

• (i) Upon registration, Member will receive an e-mail from KFin which includes details of E-Voting Event Number (EVEN), USER ID and password.

• (ii) Please follow all steps from Note A above to cast your vote by electronic means.

INSTRUCTIONS FOR VOTING AT AGM:

• a. Only those members/shareholders, who will be present in the AGM through VC/OAVM and have not cast their vote through remote e-voting and are otherwise not barred from doing so are eligible to vote through e-voting at the AGM.

• b. However, members who have voted through remote e-voting will be eligible to attend the AGM.

• c. Members attending the AGM shall be counted for the purpose of reckoning the quorum under section 103 of the Act.

• d. Upon declaration by the Chairman about the commencement of e-voting at AGM, members shall click

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on the thumb sign on the left bottom corner of the video screen for voting at the AGM, which will take them to the 'Instapoll' page.

• e. Members may click on the 'Instapoll' icon to reach the resolution page and follow the instructions to vote on the resolution(s).

INSTRUCTIONS FOR MEMBERS FOR ATTENDING/ JOINING THE AGM:

• a. Members will be able to attend the AGM through VC/ OAVM or view the live webcast of AGM provided by KFin at https://emeetings.kfintech.com/ by clicking on the tab 'Video Conference' and using their remote e-voting login credentials. The link for AGM will be available in member login, where the EVENT and the name of the Company can be selected. Members who do not have User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned under heading A above.

• b. Members are encouraged to join the meeting through Laptops with Google Chrome for better experience.

• c. Further, members will be required to allow camera, if any, and hence use internet with a good speed to avoid any disturbance during the meeting.

• e. While all efforts would be made to make the VC/OAVM meeting smooth, participants connecting through mobile devices, tablets, laptops, etc. may, at times, experience audio/video loss due to fluctuation in their respective networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.

• f. Members, who would like to express their views or ask questions during the AGM will have to register themselves as a speaker by visiting the URL https://emeetings.kfintech. com/ and clicking on the tab 'Speaker Registration' during the period starting from Tuesday, September 26, 2023 (09:00 a.m. IST) up to Thursday, September 28, 2023 (5:00 p.m. IST). Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the AGM.

The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. Please note that only questions of the members holding the shares as on cut-off date will be considered.

• g. A video guide assisting the members attending AGM either as a speaker or participant is available for quick reference at https://emeetings.kfintech.com/.

• h. Members who need technical assistance before or during the 21[st] AGM can contact KFin at emeetings@kfintech. com or helpline – call KFin on 1-800-309-4001 (toll free).

• d. Members may join the meeting using earphones for better sound clarity.

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Annual Report 2022-23

ANNEXURE TO NOTICE: EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

Item No. 3:

The Board of Directors of the Company has appointed M/s Amit Singhal & Associates, Cost Accountants (Firm Registration No: 101073), as Cost Auditors of the Company to audit cost records for the financial year ending on March 31, 2024. The remuneration payable to M/s Amit Singhal & Associates, Cost Auditors of the Company for the financial year ended March 31, 2024 was recommended by the Audit Committee to the Board of Directors and subsequently, was considered and approved by the Board of Directors at its meeting held on August 04, 2023.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the shareholders of the Company. Accordingly, the consent of the shareholders is sought to pass an ordinary resolution for approval of remuneration payable to Cost Auditors as set out at Item No. 3 of the notice.

None of the Directors and Key Managerial Personnel of the Company and their relatives is interested or concerned in the said resolution for their appointment.

By Order of Board of Directors of PG Electroplast Limited

Date: September 07, 2023 Place: Greater Noida

Sd/- (Sanchay Dubey) Company Secretary Membership No. A51305

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Additional information on Director seeking re-appointment at the Annual General Meeting

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Particulars Anurag Gupta
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Mr. Anurag Gupta is a relative (Brother) of Mr. Vishal Gupta, Managing Director-Finance and Mr. Vikas Gupta, Managing DirectorOperations of the Company and have no inter-se relationship between other members of the Board and Key Managerial Personnel of the Company.

For any other information related to Mr. Anurag Gupta, refer to the Report on Corporate Governance, which forms part of this Annual Report FY 2022-23.

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