Dear Members,

Your Directors have pleasure in presenting the 21^st Annual Report of the Company along with the audited financial statements for the financial year ended March 31,2026.

FINANCIAL SUMMARY

The financial performance of your Company on standalone basis is summarized below:

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS

The Company is one of the leading jewellery companies in the organised jewellery retail sector in India. It is engaged in the business of trade, manufacture and sale of gold, diamond, precious stone, gold and diamond studded jewellery as well as silver articles. There was no change in the nature of business of the Company during the year.

The Company maintains a network of 52 showrooms including 4 franchisee showrooms under 'PC Jeweller' brand located in 37 cities across India as on March 31, 2026. Alongside its retail showroom operations, the Company offers a digital storefront that enables customers to view and purchase jewellery online.

The Company's wide range and variety of product offerings caters to diverse customer segments, from the value market to high- end customized jewellery. It includes traditional, contemporary and combination designs across jewellery lines, usages and price

points. In view of the changing trends, customers' preferences and demands, the Company launched a number of jewellery designs and collections over the years. The focus on quality, design range and customer oriented policies together with targeted marketing efforts, have enabled the Company to develop strong brand recognition and customer loyalty.

The Company's efforts in maintaining a balanced approach towards the changing customer preferences and keeping its products in harmony with the same helped the Company in witnessing strong performance during the year. The impact of increase in customer footfall and purchases resulted into significant increase in the revenue from operations of the Company from Rs. 2,243.25 crore in FY 2024-25 to Rs. 3,352.88 crore in FY 2025-26 i.e. growth of more than 49%. This growth in revenue resulted in increase in the net profit from Rs. 575.09 crore in FY 2024-25 to Rs. 710.62 crore in FY 2025-26 i.e. growth of more than 23%.

SHARE CAPITAL STRUCTURE

Authorised Share Capital: With effect from August 10, 2025, the authorised share capital of the Company was increased from Rs. 1,260 crore comprising of 1,000 crore equity shares of Rs. 1/- each and 26 crore preference shares of Rs. 10/- each to Rs. 1,310 crore comprising of 1,050 crore equity shares of Rs. 1/- each and 26 crore preference shares of Rs. 10/- each.

Paid-up Share Capital: During the year, the following changes had taken place in the paid-up share capital of the Company:

1) The Company allotted a total of 211,27,63,520 equity shares having face value of Rs. 1/- each in 13 tranches {(i) 18,92,50,000 equity shares on April 29, 2025; (ii) 3,08,42,400 equity shares on May 29, 2025; (iii) 34,67,82,850 equity shares on July 25, 2025; (iv) 97,84,800 equity shares on August 13, 2025; (v) 13,61,24,000 equity shares on September 09, 2025; (vi) 7,81,14,890 equity shares on October 18, 2025; (vii) 17,56,260 equity shares on November 15, 2025; (viii) 6,85,50,000 equity shares on January 22, 2026; (ix) 51,24,68,600 equity shares on January 31, 2026; (x) 10,72,37,000 equity shares on February 24, 2026; (xi) 35,18,36,870 equity shares on March 23, 2026; (xii) 20,09,70,560 equity shares on March 28, 2026; and (xiii) 7,90,45,290 equity shares on March 31, 2026}, upon conversion of Fully Convertible Warrants ('Warrants') allotted during the financial year ended March 31, 2025, to the entities belonging to Promoter Group and NonPromoter, Public Category, after receipt of balance 75% of the issue price of Rs. 56.20 per Warrant.

2) The Company allotted 18,05,55,555 equity shares having face value of Rs. 1/- each on September 18, 2025 to an entity belonging to Non-Promoter, Public Category, at an issue price of Rs. 18/- per share.

Consequently, the paid-up share capital of your Company increased from Rs. 635,52,84,100/- comprising of 635,52,84,100 equity shares of Rs. 1/- each to Rs. 864,86,03,175/- comprising of 864,86,03,175 equity shares of Rs. 1/- each.

fully convertible warrants

The details of Fully Convertible Warrants ('Warrants') allotted and outstanding as on March 31, 2026 are as under:

1) During the year under review, the Company allotted 9,72,22,222 Warrants on September 18, 2025, by way of preferential allotment on private placement basis to Shri Balram Garg, Promoter & Managing Director of the Company, after receipt of 25% of the issue price of Rs. 18/- per Warrant. As on March 31, 2026, all these Warrants were outstanding.

2) During the year ended March 31, 2025, the Company allotted 11,50,00,000 Warrants on September 30, 2024 and 36,58,02,500 Warrants on October 11, 2024, by way of preferential allotment on private placement basis to the

entities belonging to Promoter Group and Non-Promoter, Public Category, after receipt of 25% of the issue price of Rs. 56.20 per Warrant. As on March 31, 2026, a total of 32,96,89,404 Warrants converted in to equity shares and 3,00,00,000 Warrants lapsed upon expiry of their tenure and 12,11,13,096 Warrants were outstanding. After end of the year under review, 10,61,93,168 Warrants converted in to equity shares and the remaining 1,49,19,928 Warrants were lapsed upon expiry of their tenure.

DIVIDEND

The Board has not recommended any dividend for the year.

TRANSFER oF uNPAID oR uNCLAIMED DIVIDEND

and equity shares to investor education

AND PRoTECTioN FuND ('IEPF')

As per Section 125 of the Companies Act, 2013 (the 'Act') any dividend amount remaining unpaid or unclaimed for a period of 7 years from the date of transfer to unpaid dividend account, is required to be transferred to IEPF. Further, as per Section 124 of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividend remained unpaid or unclaimed for 7 consecutive years are also required to be transferred to the demat account of IEPF Authority. Accordingly, the Company had transferred unclaimed dividend for the financial year 2017-18 amounting to Rs. 4,85,952/- and 17,19,303 equity shares to IEPF during the year under review. The details of the unpaid or unclaimed dividends and the corresponding shares transferred to IEPF are available on the Company's website at www.pcjeweller.com in 'Investors' section.

As on March 31,2026, the Company has transferred all the unpaid or unclaimed dividends to IEPF and no further dividend is due for transfer to IEPF.

TRANSFER To RESERVES

The Board has not proposed transfer of any amount to the reserves.

directors and key managerial personnel

Directors: The Board of the Company comprises of 6 Directors including 3 Executive Directors (Shri Balram Garg, Shri Ramesh Kumar Sharma and Shri Vishan Deo) and 3 Non-Executive Independent Directors (Smt. Sannovanda Machaiah Swathi, Shri Farangi Lal Kansal and Shri Mahesh Agarwal). During the year under review, no changes took place amongst the Directors of the Company.

Shri Vishan Deo retires by rotation at the 21^st Annual General Meeting ('AGM') of the Company and being eligible, has offered himself for re-appointment as a Director of the Company.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LoDR Regulations') and Secretarial Standard 2 issued by the Institute of Company

Secretaries of India, the details of Shri Vishan Deo form part of the Notice convening the 21^st AGM.

Key Managerial Personnel: Shri Balram Garg, Managing Director, Shri Vishan Deo, Executive Director (Finance) & Chief Financial Officer and Shri Vijay Panwar, Company Secretary are Key Managerial Personnel of the Company. During the year under review, no changes took place amongst Key Managerial Personnel of the Company.

SUBSIDIARY COMPANIES

As on March 31, 2026, the Company has four non-material subsidiaries: two Indian and two foreign (including one step- down subsidiary). Their details are as under:

i) Luxury Products Trendsetter Private Limited: It is

engaged in the business of manufacturing, trading and job working etc. of jewellery. During the year under review its revenue from operations was nil and it incurred net loss of Rs. 3.27 crore mainly due to deferred tax expense.

ii) PCJ Gems & Jewellery Limited: It is authorized to carry on the business of manufacturing and trading of all kinds of jewellery. It had not commenced business operations during the year and incurred net loss of Rs. 0.01 crore.

iii) PC Jeweller Global FZCo (Formerly PC Jeweller Global DMCC): It was incorporated in Dubai (United Arab Emirates) and is engaged in the business of jewellery trading. During the year under review its revenue from operations was nil and it registered net profit of Rs. 7.10 crore due to changes in inventories.

iv) PCJ Mining sARL: It was incorporated in Republic of Chad by PCJ Gems & Jewellery Limited during the year under review and is authorized to carry on the business of extraction of precious metal ores. It had not commenced business operations during the year.

During the year under review, PCJ Mining SARL became a step- down subsidiary of the Company. Apart from this addition, no other entity became or ceased to be a subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiaries (Form AOC - 1) is annexed as 'Annexure - 1' to this Report. Please refer Note 52 of the consolidated financial statements for the financial year ended March 31, 2026 for the details of contribution of the subsidiaries to the overall performance of the Company. The financial statements of subsidiaries are available on the Company's website www. pcjeweller.com in 'Investors' section.

ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review no entity became or ceased to be associate or joint venture company within the meaning of Section 2(6) of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been prepared in accordance with the accounting principles applicable in India including Indian Accounting Standards ('IND AS') specified under Section 133 of the Act read with the Rules made thereunder and forms part of the Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

COST RECORDS

The Company is not required to maintain cost records as specified under Section 148 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have confirmed their independence and submitted a declaration of independence to the Company in accordance with the provisions of the Act and LODR Regulations. They have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

BOARD MEETINGS

During the year, 5 meetings of the Board of the Company were held on May 25, 2025; July 10, 2025; August 01,2025; November 11,2025 and January 27, 2026 respectively.

AUDIT COMMITTEE

Audit Committee of the Company comprises of 3 Independent Directors and 1 Executive Director as its members. Smt. Sannovanda Machaiah Swathi, Independent Director, is the Chairperson of the Committee. During the year, 4 meetings of Audit Committee were held on May 25, 2025; August 01, 2025; November 11,2025 and January 27, 2026 respectively. For further details on Audit Committee, please refer to Report on Corporate Governance.

PUBLIC DEPOSITS

During the year under review, the Company neither invited nor accepted any deposits from the public under Chapter V of the Act. There was no public deposit outstanding as at the beginning and end of the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans given and investments made by the Company are disclosed in the notes forming part of the standalone financial statements. The Company has not provided any guarantee.

PARTICULARS OF THE CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the year were on an arm's length basis and in the ordinary course of business. The Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company's Policy on Materiality of and Dealing with Related Party Transactions and LODR Regulations. Hence, disclosure in Form AOC - 2 is not required. The details of transactions with related parties during the year have been disclosed in Note 35 of the standalone financial statements.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR ENTITY BELONGING TO PROMOTER / PROMOTER GROuP HOLDING 10% OR MORE SHAREHOLDING

The details of transactions of the Company with Shri Balram Garg, who was holding more than 10% shares in the Company during the year, have been disclosed in Note 35 of the standalone financial statements.

RISK MANAGEMENT

The Company has put in place a Risk Management Policy to define a framework for identification, assessment, categorisation and treatment of risks and selecting appropriate risk management approach. The Company's outlook in dealing with various risks associated with the business includes the decision on their acceptance, avoidance, transfer and risks tolerance level.

The Company has also constituted a Risk Management Committee in compliance with LODR Regulations. It comprises of 2 Executive Directors and 1 Independent Director. During the year, 2 meetings of Risk Management Committee were held on May 25, 2025 and December 19, 2025 respectively. For further details on Risk Management Committee, please refer to Report on Corporate Governance.

INTERNAL CONTROL SYSTEMS

The Company has effective internal control systems in place for ensuring smooth and efficient conduct of business operations including adherence to the Company's policies and safeguarding its assets etc.

The Company has also put in place adequate internal financial controls commensurate with the size and nature of operations of the Company. Such controls were tested and the test results summary shown effective controls prevailing within the Company during the year under review.

Internal auditor also periodically carried out review of the internal control systems and procedures of the Company. Internal audit reports were placed before Audit Committee for its review. There were no significant comments / findings in the reports of internal auditor during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. However, the following are worth consideration:

i) The conversion of a total of 43,58,82,572 Fully Convertible Warrants ('Warrants'), out of 48,08,02,500 Warrants allotted during FY 2024-25, into equity shares of the Company was completed on April 10, 2026 and a total of 4,49,19,928 Warrants lapsed upon the expiry of their tenure. In terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the upfront amount received at the time of allotment in respect of the lapsed Warrants has been forfeited by the Company.

The total amount raised by the Company pursuant to the allotment of above said Warrants and their subsequent conversion into equity shares amounted to Rs. 2,512.77 crore including Rs. 447.60 crore raised between the end of the year under review and the date of this report.

ii) A total of 4,16,00,000 Warrants, out of 9,72,22,222 Warrants allotted during FY 2025-26, were converted into equity shares of the Company. Balance 5,56,22,222 Warrants remain outstanding as on the date of this report.

The total amount raised by the Company pursuant to the allotment of above said Warrants and their subsequent conversion into equity shares up to the date of this report amounted to Rs. 99.91 crore including Rs. 56.16 crore raised between the end of the year under review and the date of this report.

iii) The Board in its meeting held on July 16, 2026, subject to the approval of Members of the Company, inter-alia, approved: i) increase in the Authorised Share Capital from Rs. 1,310 crore to Rs. 1,460 crore and alteration in the Capital Clause of Memorandum of Association; and ii) raising of funds up to an aggregate amount not exceeding Rs. 1,000 crore by issuance of equity shares and / or other eligible securities or any combination thereof, through Qualified Institutions Placement, in one or more tranches, in accordance with the applicable laws and subject to the receipt of necessary regulatory, statutory and other approvals, as may be applicable. Postal Ballot Notice seeking approval of Members to aforesaid matters was dispatched on July 24, 2026.

iv) The Company has repaid the outstanding debts of 7 out of 14 Consortium lenders well before the scheduled due date of their repayment as per the Joint Settlement Agreement.

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

I) conservation OF energy

The Company is committed towards conservation of energy and emphasises on its optimal use and always endeavour to avoid wastages of energy at its premises.

II) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities during the year.

III) FOREIGN EXCHANGE EARNINGS AND OuTGO

The Company's foreign exchange earnings and outgo during the year were nil.

disclosure as per sexual harrassment

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy against sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has also constituted an Internal Complaints Committee for the redressal of the complaints regarding sexual harassment. The details of the complaints regarding sexual harassment during the year are as under:

MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy, which provides a formal mechanism for the employees and Directors of the Company to report about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and leak of unpublished price sensitive information etc. The Policy also provides reassurance to them that they will be protected from reprisals or victimization for whistle blowing.

During the year, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31, 2026. The Policy is available on the Company's website and can be accessed through the link https://corporate.

pcieweller.com/wp-content/uploads/2015/06/investors/

corporate-governance/fv-20/Whistle-Blower-Policv.pdf

BOARD EVALuATION

The Company has in place the Board approved criteria for evaluation of performance of the Board, its Committees and the Directors. Annual performance evaluation of the Board, its Committees and the Directors is carried out at the start of every financial year on the basis of evaluation forms, which includes a rating mechanism, based on the structured questionnaire.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Committee of the Board was evaluated by the Board, based on evaluation forms received from members of the respective Committee. Further, performance of the Directors was evaluated by Nomination and Remuneration Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Independent Directors also reviewed the performance of the Board and Non-Independent Directors at their separate meeting.

The criteria for performance evaluation of the Board and its Committees amongst others include their composition, processes, information and functioning, terms of reference of the Committees, etc. The criteria for performance evaluation of the Directors including Independent Directors amongst others include their contribution at the meetings, devotion of time and efforts to understand the Company, its business, their duties and responsibilities and adherence to the code of conduct, etc.

Based on the feedbacks received, a consolidated report on the performance of the Board, its Committees and the Directors for the year under review was placed before the Board. The Board expressed satisfaction over the performance of the Board, its Committees and the Directors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE

regulators or courts or tribunals

During the year, no significant / material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made iudgments 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 that period;

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

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

f) 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.

EMPLOYEE STOCK OPTION PLAN

The Company has in place an employee stock option plan i.e. PC Jeweller Limited Employee Stock Option Plan 2011 ('ESOP 2011'). ESOP 2011 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB & SE Regulations') and no changes were made therein during the year under review. No options were granted or vested during the year and no options were outstanding at the end of the year.

The disclosure relating to ESOP 2011 as required under the SBEB & SE Regulations is available on the Company's website and can be accessed through the link https://corporate.pcjeweller. com/wp-content/uploads/2015/06/investors/downloads/FY- 2027/ESOP-Disclosure-under-SEBI-SBEB-&-SE-Regulations-2021. pdf. The certificate of Secretarial Auditor with respect to the implementation of ESOP 2011 will be available for inspection by Members during the 21^st AGM.

policy on directors' appointment &

remuneration and criteria for determining qualifications, positive attributes &

INDEPENDENCE OF A DIRECTOR

Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Directors and who may be appointed in Senior Management including Key Managerial Personnel as well as determining the remuneration of the Director, Key Managerial Personnel and other employees and to attract, motivate and retain manpower by creating a congenial work atmosphere, encouraging initiatives, personal growth and team work by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of Policy on Criteria for determining Qualifications, Positive Attributes and Independence of a Director is to define the

criteria for determining the qualifications, positive attributes and independence of a Director.

No changes have been made in both the policies during the year. The policies are available on the Company's website and can be accessed through the links https://corporate.pcjeweller. com/wp-content/uploads/2015/06/investors/Nomination- and-Remuneration-Policy.pdf and https://corporate.pcjeweller. com/wp-content/uploads/2015/06/investors/Criteria-for- determining-qualifications-etc-of-a-Director.pdf

DIVIDEND DISTRIBuTION POLICY

In terms of Regulation 43A of LODR Regulations, the Company has in place a Dividend Distribution Policy. The Policy is available on the Company's website and can be accessed through the link https://corporate.pcieweller.com/wp-content/uploads/2015/06/ investors/corporate-governance/Dividend-Distribution-Policy.pdf

annual return

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, Annual Return is available on the Company's website and can be accessed through the link https://corporate.pcieweller.com/ annual-return/

auditors and their reports

statutory auditors

At the 18^th AGM of the Company held on September 30, 2023, M/s A H P N & Associates, Chartered Accountants (Firm Registration No. 009452N) were appointed as Statutory Auditor of the Company w.e.f. August 22, 2023 to fill the casual vacancy and to hold the office till the conclusion of the 18^th AGM and for further 5 consecutive years from the conclusion of the 18^th AGM.

The notes to the financial statements referred to in Statutory Auditors' report are self-explanatory and do not call for any further explanations or comments. However, the explanations or comments of the Board on the qualification, reservation or adverse remark or disclaimer made in Statutory Auditors' report are as under:

1) Para 4 (i) of Independent Auditors' Report regarding providing of discounts of f 513.65 crore to export customers during the financial year ended March 31,2019

The Company had extended the discounts as on March 31, 2019 to its export customers in view of the genuine business problems and operational issues being faced by them. The discount extended amounted to onetime discount of 25% of the export value of outstanding receivables as on March 31, 2019. The discount extended was in accordance with the FED Master Direction No. 16/2015-16 dated January 01, 2016 issued by the Reserve Bank of India. Subsequently, the Company had obtained

approvals from Authorized Dealer Banks for reduction in the receivables corresponding to discounts amounting to Rs. 330.49 crore and approval for the balance amount i.e. Rs. 183.16 crore is under process. The discount extended was in accordance with the aforesaid Master Direction and the management does not expect any material penalty to be levied and therefore no provision for the same has been recognized in the financial statements.

2) Para 4 (ii) of Independent Auditors' Report regarding adequacy of the provision of expected credit loss relating to outstanding export receivables and its consequential impact and adjustments on the financial statements

The Company has computed and applied cumulative expected credit loss on the outstanding export receivables of Rs. 281.39 crore as at March 31,2026 in accordance with the laid down accounting norms. The Company has explored various options for recovery of its outstanding export receivables and is confident of the recovery of the same.

3) Para iii (c) and (d) of Annexure - A to Independent auditors' report regarding inter corporate loans and the staff advances granted by the Company

No fresh inter-corporate loans were granted by the Company during the year. All existing loans extended to the subsidiary and other body corporates comprise brought-forward balances from previous years. Although there are no specific installment schedule but the loans are repayable within specified time period and carries interest at agreed rates. The subsidiary Luxury Products Trendsetter Private Limited repaid Rs. 3.50 crore during the year. The Company has also made provision for impairment of loan, wherever required, in accordance with the laid down accounting norms.

The staff advances have been extended to permanent employees of the Company in the normal course, which are adjusted / repaid from time to time.

4) Para xx (b) of Annexure - a to Independent auditors' report regarding unspent CsR amount for FY 202021 and 2021-22 relating to ongoing project(s) not yet transferred to unspent CsR account

The Company will do the needful in due course of time.

secretarial auditor

At the 20^th AGM of the Company held on September 30, 2025, M/s R S Sharma & Associates, Company Secretaries (CP No. 3872), a peer reviewed firm, were appointed as Secretarial Auditor of the Company for a term of 5 consecutive years commencing from FY 2025-26 to FY 2029-30.

Secretarial Audit Report for the year under review is annexed herewith as 'Annexure - 2' to this Report. The explanations or

comments of the Board on the observations made in Secretarial Audit Report are as under:

1) Regarding the unspent corporate social responsibility amounts for FY 2020-21 and 2021-22 pursuant to ongoing project(s) not transferred to special account(s)

The Company will do the needful in due course of time.

2) Regarding delay in compliance of Regulation 44(3) of LODR Regulations pertaining to Postal Ballot Notice dated July 10, 2025

The delay in submitting the XBRL voting results for Postal Ballot Notice dated July 10, 2025 in compliance of Regulation 44(3) of LODR Regulations was entirely unintentional. While the Company declared and filed the results in PDF format within the prescribed time, the corresponding XBRL submission was inadvertently delayed by 1 day. The Company has already paid the fines imposed by the stock exchanges for this delay within the stipulated timeframe.

details in respect of frauds

During the year under review, Statutory and Secretarial Auditors of the Company have not reported any fraud under Section 143(12) of the Act.

management discussion and analysis

As per LODR Regulations, Management Discussion and Analysis Report forms part of the Annual Report.

business responsibility and sustainability report

As per LODR Regulations, Business Responsibility and Sustainability Report forms part of the Annual Report.

report on corporate governance

As per LODR Regulations, Report on Corporate Governance forms part of the Annual Report. The Corporate Governance Compliance Certificate from Practicing Company Secretary is annexed as 'Annexure - 3' to this Report.

particulars of employees

The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as 'Annexure - 4' to this Report.

corporate social responsibility

The Corporate Social Responsibility Policy of the Company lays down the guidelines and mechanism for undertaking socially useful programs for welfare and sustainable development of the community, in the local area and around areas of operations of the Company including other parts of the Country. The Policy is available on the Company's website and can be accessed

through the link https://corporate.pcieweller.com/wp-content/ uploads/2015/06/investors/corporate-governance/Corporate- Social-Responsibilitv-Policv.pdf

The Company was not required to spend any amount towards CSR activities during the year under review as the average net profit computed in accordance with Section 135(5) read with Section 198 of the Act, for the immediately preceding 3 financial years was negative. Annual Report on CSR activities pursuant to Section 135 of the Act and the Rules made thereunder is annexed as 'Annexure - 5' to this Report.

DISCLOSURE ABOUT ONE TIME SETTLEMENT

The Company entered into a Joint Settlement Agreement with its Consortium lenders comprising of total 14 banks on September 30, 2024, after receiving their approvals for One Time Settlement proposal of the Company. During the year under review as well as till the date of this report, the Company met its obligations as per the terms of the Agreement. The Company has made significant progress in its deleveraging journey and has fully repaid and discharged the debt of 7 out of 14 banks as on date, with all repayments completed ahead of their scheduled due dates. Further, the Company has discharged more than 96% of the outstanding debt of the remaining 7 banks as well.

OTHER DISCLOSURES

During the year under review:

• No issue of equity shares with differential rights as to dividend, voting or otherwise, was made.

• No issue of sweat equity shares to the Directors or employees was made.

• There was no deviation or variation in the utilization of proceeds of the preferential issues made by the Company during the year under review and FY 2024-25.

• Managing Director and Whole-time Directors of the Company have not received any remuneration or commission from any of the subsidiary(ies) of the Company.

• The equity shares of the Company have not been suspended from trading by the Securities and Exchange Board of India.

• There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere gratitude and place on record appreciation for the continued support and co-operation of the Company's lenders, customers, suppliers, investors and regulatory authorities. Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company at all levels.