Directors Report of Prakash Pipes Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 8^th Annual Report on the business & operations of the Company together
with the Audited Statement of Financial Accounts for the Year ended 31^st March 2025.

FINANCIAL RESULTS

	For the year ended 31^st March 2025	For the year ended 31^st March 2024
Net Sales	78,048	66,935
Other Income	1,251	1,574
Total Income	79,299	68,509
EBITDA	13,022	12,310
Depreciation	1,106	975
Financial Expenses	699	375
Profit before Tax	11,217	10,960
Provision for Taxes	2,907	1,996
Profit After Tax	8,310	8,964
Other Comprehensive Income	(26)	(21)
Total Comprehensive Income	8,284	8,943

PERFORMANCE

During the year under review, the Company has achieved
Net Sales of C780.48 crore as against C669.35 crore in
the previous financial year reflecting growth of 17%. The
EBITDA for the year was C130.22 crore as against C123.10
crore in the previous financial year, up by 6%. After providing
for interest, depreciation and tax, the profit after tax of the
Company is C83.10 crore as against C89.64 crore in the
previous financial year.

During the year, the PVC pipes & fittings division registered
sales volume of 42,632 MT, up by ~3% over the previous
financial year despite weak demand scenario on account
of lower infra spending than envisaged and consequent
destocking in the distribution pipeline. Going forward, the
growing government CAPEX spending and improved rural
consumption supported by a strong cropping season is
expected to boost the demand in future. Also, as a step
towards expanding the product portfolio, during the year
the division has successfully commissioned HDPE Barrel
capacity at its plant. The product is sold in B2B market
and used for packaging, storing and transportation of
industrial products.

During the year, the Flexible packaging division achieved
highest ever sales volume of 15,458 MT, registering growth
of ~28% over previous financial year. Looking at the growing
demand for extrusion coated and laminated packaging
material, the Company has successfully commissioned
its 3^rd extrusion coating and lamination line. Further, the
division also successfully commissioned Nordmeccanica
Supercombi 5000 laminator during the year to meet with
the growing demand for value added solutions such as
HSL coating, water based adhesive lamination, in-register
cold seal adhesive and foil-to-foil based lamination. In
view of the state of art machineries added in the line, the
division is now focusing more on export orders which have
higher margins.

FUTURE PROSPECTS

The Indian PVC pipe industry is projected to see continued
growth in FY2026, with focus on infrastructure development
besides increasing demand for housing, urbanization,
agricultural irrigation and better water accessibility. The
Union Budget for 2025-26 has also made allocation of more
than C80 bn to the Pradhan Mantri Krishi Sinchai Yojana
(PMKSY), reinforcing the government''s commitment to
enhancing irrigation facilities and improving water-use
efficiency in India''s agriculture sector. These factors are
expected to result in the PVC Pipe industry growth of 10Â¬
12% in the fiscal 2026.

The flexible packaging market in India is projected to
experience significant growth through fiscal 2026, driven
by rapid growth of e-commerce, shifting consumer
preference towards online shopping and innovation and
technological advancements in the packaging solutions.
The flexible packaging market in Indian is expected to reach
a value of US$ 15.6 billion by 2028, with a CAGR of 12.7%.

DIVIDEND

The Board of Directors of your Company are pleased to
recommend a dividend of C2.40 per Equity Share of the
face value of C10 each (i.e. @ 24%) payable to shareholders
whose names appear in the Register of members as on
book closure/record date.

The dividend, if approved by the members, would involve a
cash outflow of C574 lakhs.

ENVIRONMENT

Your Company remains firmly committed to its
environmental responsibilities toward society, including its
customers, clients, employees, workers and the broader
public. We actively promote environmental awareness
among our workforce and encourage environmentally
responsible behaviour at all levels of operation. By ensuring

strict compliance with all applicable environmental
regulations at our manufacturing facilities, we are able
to maintain safe, healthy and sustainable workplaces for
our employees.

The Company is a leader in implementing initiatives
for Plastic Waste Management, actively engaging in
the recycling, reprocessing and reuse of plastic waste
generated on the shop floor. These efforts are in line
with the guidelines on Extended Producer Responsibility
(EPR) under the Plastic Waste Management Rules (PWMR),
2016, issued pursuant to the Environment (Protection) Act,
1986 (Act No. 29 of 1986), through the notification dated
18^th March 2016, as amended from time to time.

In addition to complying with all applicable environmental
laws and regulations, Company is committed to:

Â¦ 100% recycling of PVC Pipes Rejects/Process Waste in
PVC Pipes and Fittings Division

Â¦ 100% recycling of Polyethylene film Rejects/Wastage

Â¦ Re-processing of Multilayer Plastic Rejects/Wastage for
use in other applications.

Â¦ Maintaining Zero Liquid Discharge through Effluent
Treatment Plant (ETP) for treatment of waste water and
re-use.

Â¦ Maintaining for zero air pollution through installation of
biomass based thermic fluid heater with bag filters and
other pollution control systems.

Â¦ Adopt the latest environment improvement and
management technologies i.e. high efficient emission &
effluent control devices for environment conservation.

Â¦ Optimum use of the resources by increasing efficiency
and implementing the energy conservation and water
conservation practices

The Company is responsibly disposing plastic wastes
either by re-processing in-house or through certified
plastic recyclers.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There were no significant and material orders passed
by any Regulators or Courts or Tribunal impacting

the going concern status of the Company during the
financial year 2024-25.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business in the financial
year 2024-25.

DETAILS OF SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

During the year ended 31^st March 2025 there were no
Subsidiary, Joint Venture and Associate Company of
Prakash Pipes Limited.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

During the financial year ended 31^st March 2025 the
Company had not carried any amount to any reserve from
its Profit & Loss account

AMOUNT TRANSFERRED TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act,
2013 (âAct") read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (âIEPF Rules") during the financial year under
review, Company had transferred C1,15,756.78 for the
dividend on 79,211 shares transferred to IEPF.

BOARD EVALUATION

During the year, the evaluation of the annual performance of
individual directors including the Chairman of the Company
and the Independent Directors, Board and Committees of
the Board was carried out from time to time under the
provisions of the act and relevant rules and the corporate
governance requirements as prescribed under Regulation
17 of Listing Regulations, 2015 and the circular issued by
SEBI with respect to guidance note on board evaluation.

In a separate meeting of Independent Directors, performance
of Non Independent Directors and performance of the
Board as a whole was evaluated. Further, they also evaluated
the performance of the Chairman of the Company, taking
into account the views of the Executive Directors and NonÂ¬
executive Directors.

THE BOARD AND COMMITTEES OF THE
BOARD AND MEETINGS THEREOF

The Board and Committees of the Board of Directors are
constituted in line with the provisions of the Companies Act,
2013 and applicable regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The details of the Meetings of the Board and Committees
held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the
Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act,
2013 read with rule 6 of the Companies (Appointment and
Qualification of Director) Rules, 2014 and Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of
the Listing Regulations, 2015, the Company has put in place
a Familiarisation Programme for the Independent Directors
to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates and business model of the
Company etc. The details of familiarisation programs held
during the year are available on the website of the Company
viz. www.prakashplastics.in.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The following persons are the Key Managerial Personnel of
the Company as per the provisions of Section 203 of the
Companies Act, 2013.

i) Shri Kanha Agarwal, Managing Director and Chief
Executive Officer

ii) Shri Dalip Kumar Sharma, Chief Financial Officer

iii) Shri Jagdish Chandra, Company Secretary and
Compliance Officer

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company,
Shri Vikram Agarwal retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself
for reappointment.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility has also been an integral
part of the Company''s business. The Company''s initiatives
towards fulfilling its Corporate Social Responsibility include
providing food to needy people and safe drinking water
facilities around its plant, environmental sustainability and
generating employment opportunities for local people.

In compliance with the requirements of Section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors have constituted a Corporate Social Responsibility
Committee. The details of membership of the committee

and the meetings held are detailed in the Corporate
Governance Report, forming part of this report.

The Annual Report on Corporate Social Responsibility
activities is annexed to this report as Annexure I.

Corporate Social Responsibility policy of the company
is available on the website of the company viz.
www.prakashplastics.in.

DEPOSITS

Company has not accepted any deposits during the year
under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013
(Act), the Board of Directors, to the best of their knowledge
and ability, confirm that:

I. in the preparation of the annual accounts, the
applicable standards have been followed and there
are no material departures,

II. they 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 that period,

III. they 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,

IV. they have prepared the accounts on a going concern
basis,

V. They have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively.

VI. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively

AUDITORS & AUDITORS REPORTS

i) Statutory Auditor

The Board of Directors have re-appointed
Chaturvedi & Co. LLP, Chartered Accountants,
(FRN:302137E/E300286) as Statutory Auditors of the
Company for a period of five years beginning from
the conclusion of Sixth (6^th) Annual General Meeting
of the Company upto the conclusion of the Eleventh
(11^th) Annual General Meeting of the Company to be
held in 2028.

The Notes on financial statement referred to in the
Auditors'' Report are self-explanatory and therefore,
do not call for any further explanation or comments
from the Board under section 134(3) of the Companies
Act, 2013.

ii) Secretarial Auditors

Pursuant to recent amendments in Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, the appointment of Secretarial
Auditor of the Company is required to be approved
by the members of the Company. Based on the
recommendation of the Audit Committee and subject
to the approval of members, the Board of Directors at
the Board meeting held on 30^th May 2025, appointed
M/s. B K Bohra & Associates, Practicing Company
Secretary, as Secretarial Auditor, to conduct Secretarial
Audit of the Company for 5 consecutive financial year
effective from the financial year 2025-26.

The Secretarial Audit Report for the financial year 2024Â¬
25 is annexed herewith as Annexure II in prescribed
format MR- 3 as per Companies Act, 2013 and under
SEBI Listing Regulations.

iii) Cost Auditors

Pursuant to Section 148(1) of the Companies Act,
2013 Company is required to maintain cost records as
specified by the Central Government and accordingly
such accounts and records are made and maintained.

Accordingly, the Board of Directors in its meeting
held on 30^th May 2025 has appointed M/s. SKG & Co.
(FRN: 000418) Cost & Management Accountants, on
the recommendation of the Audit Committee, for
auditing the cost records of the Company for the
financial year 2025-26. Appropriate resolution seeking
ratification of the remuneration of Cost Auditors,
is included in the Notice convening the 8^th AGM of
the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2024-25, there is no change in the
Authorised and Paid-up Capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013, if any, are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All RPT''s are placed before the Audit Committee for review
on a quarterly basis. All related party transactions entered
during the year were in ordinary course of business and on
arm''s length basis and the same have been disclosed under
separate section of the Notes to Financial Statements.

No material related party transactions arising from
contracts/ arrangements with related parties referred to
in the Section 188(1) of the Companies Act, 2013 were
entered during the year by the Company. Accordingly, the
disclosure of related party transactions as required under
Section 134(3) (h) of the Companies Act, 2013 and rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form AOC-2
is not applicable.

The Policy on materiality of related party transactions and
dealing with related party transactions is available on the
Company''s website viz. www.prakashplastics.in.

The details of the related party transactions as required
under Section 134(3) (h) r/w Rule 8 (2) of the Companies
(Accounts) Rules, 2014 and under Regulation 34(3) & 53(f),
Para A of Schedule V of SEBI (LODR) Regulations, 2015 are
attached as Annexure III.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

To create enduring value for all stakeholders and ensure
the highest level of honesty, integrity and ethical behavior
in all its operations, the Company has adopted voluntarily a
''Whistle Blower Policy''. The details of the Vigil Mechanism
and Whistle Blower Policy are available on the website of
the Company viz. www.prakashplastics.in.

NOMINATION AND REMUNERATION POLICY

For the purpose of selection of any Director, the Nomination
& Remuneration Committee identifies persons of integrity
who possess relevant expertise, experience and leadership
qualities required for the position. The Committee also
ensures that the incumbent fulfills such other criteria with
regard to age and other qualifications as laid down under
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 or other
applicable laws. The Board has voluntarily framed a policy for
selection, appointment/ reappointment and remuneration
of Directors & Senior Management, which is available on
the website of the Company viz. www.prakashplastics.in.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the
Companies Act, 2013, draft Annual Return for the financial
year ended 31^st March 2025 made under the provisions of
Section 92(3) of the Act is available on the website of the
Company viz. www.prakashplastics.in.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosure pertaining to remuneration and other details
required under provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
attached as Annexure IV to this report.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
during the financial year 2024-25 there was no employee
drawing remuneration in excess of the limits set out in the
said rules.

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

The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder
which is available on the website of the Company viz.
www.prakashplastics.in. During the financial year ended
31^st March 2025, no complaint pertaining to sexual
harassment was received by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of
Practicing Company Secretaries regarding compliance of
the conditions of Corporate Governance as stipulated in
Part C of Schedule V of the Listing Regulations, 2015 with
the Stock Exchanges, are enclosed as Annexure V & V-A and
V-B respectively to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations
of the Company as prescribed under Part B of Schedule V
read with regulation 34 (3) of the Listing Regulations, 2015
is provided in separate section in page 12-17.

INTERNAL AUDIT AND INTERNAL FINANCIAL
CONTROL AND ITS ADEQUACY

The Company believes that internal control is a prerequisite
of the principle of Governance and that freedom should be
exercised within a framework of checks and balances. The
Company has a well-established internal control framework,
which is designed to continuously assess the adequacy,
effectiveness and efficiency of financial and operational
controls. The management is committed to ensure an
effective internal control environment, commensurate with
the size and complexity of the business, which provides an
assurance on compliance with internal policies, applicable
laws, regulations and protection of resources and assets.

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

As required under the provisions of section 134 of the
Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 a statement showing the
information relating to Conservation of Energy, Research
and Development, Technology Absorption and Foreign
Exchange Earning and Outgo annexed as Annexure VI.

ACKNOWLEDGMENTS

Your Directors wish to thank all stakeholders, employees
and business partners and Company''s bankers for their
continued support and valuable co-operation. The
Directors also wish to express their gratitude to investors
for the faith that they continue to repose in the Company.

By Order of the Board

Kanha Agarwal Vikram Agarwal

Date: 30^th May 2025 Managing Director & CEO Director

Place: New Delhi DIN: 06885529 DIN: 00054125

Mar 31, 2024

Your Directors have pleasure in presenting the 7^th Annual Report on the business & operations of the Company together with the Audited Statement of Financial Accounts for the Year ended 31^st March, 2024.

FINANCIAL RESULTS

(H in Lakhs]

	For the year ended 31^st March, 2024	For the year ended 31^st March, 2023
Net Sales	66,935	70,921
Other Income	1,574	2,161
Total Income	68,509	73,082
EBITDA	12,310	10,477
Depreciation	975	1,218
Financial Expenses	375	311
Profit before Tax	10,960	8,948
Provision for Taxes	1,996	1,819
Profit After Tax	8,964	7,129
Other Comprehensive Income	(21)	(8)
Total Comprehensive Income	8,943	7,121

PERFORMANCE

During the year under review, the Company has achieved Net Sales of H669.35 crore as against H709.21 crore in the previous year. The EBITDA for the year was H123.10 crore as against H104.77 crore in the previous year, up by 17% over the previous year. After providing for interest, depreciation and tax, the profit after tax of the Company also grew by 26% from H71.29 crore to H89.64 crore resulting in EPS of H37.48 in the current year.

During the year, the PVC pipes & fittings division registered sales volume growth of 10% over the last financial year at the back of operational assertiveness, efficient supply chain management, robust distribution network and brand equity. The Flexible Packaging division is closely working with customers and developing customised solutions for them. The Company expects to achieve growth in this business due to increased customer base in India and abroad.

FUTURE PROSPECTS

The domestic plastic pipes and fittings industry is in its growth stage and is likely to witness double digit growth in range of 10-12% during FY25. The sector has been continuously benefitting from budgetary allocations towards schemes like Jal Jeevan Mission and Pradhan Mantri Krishi Sinchai Yojana, and Swatch Bharat Abhiyan. Further, increase in disposable income, focus on affordable housing projects in urban, semi urban and rural areas, upsurge in demand for durable & cost-effective pipes in industrial sectors and thrust on infrastructure and irrigation projects shall also fuel the demand in the coming times.

India is one of the world''s largest and fastest-growing flexible packaging markets, with growth driven by factors such as population growth, urbanization, improved quality of life, increasing hygiene awareness, changing lifestyles, convenience and consumerism. The market for flexible

packaging is estimated to grow at a CAGR of 12-13% in the next 5 years, with plastics dominating due to their moisture-resistant properties. Flexible packaging has various applications in the food and non-food industries, including ready-to-eat foods, boil-in-bag pouches, insulation, cosmetics, healthcare and FMCG sector.

DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of H1.80 per Equity Share of the face value of H10 each (i.e. @ 18%) payable to shareholders whose names appear in the Register of members as on book closure/record date.

The dividend, if approved by the members, would involve a cash outflow of H431 Lakhs.

ENVIRONMENT

Your Company has always laid emphasis on its environmental commitment towards the society, including its customers, clients, employees, workers and public. The Company takes effective steps to spread the environmental awareness among its employees and motivates them to work in an environmentally responsible manner. The Company ensures compliance with all applicable environmental laws at its plants, which results in providing safe and healthy workplaces to its employees.

Company is leader in implementation of initiatives towards Plastic Waste Management by recycling, re-processing and reusing the plastic waste generated at shop floor as required under guidelines on Extended Producer''s Responsibility of Plastic Waste Management Rule (PWMR) 2016 issued under Environmental (Protection) Act, 1986 (29 of 1986) vide notification dated 18^th March, 2016 and amended from time to time.

in addition to complying with all applicable environmental laws and regulations, Company is committed to:

- 100% recycling of PVC Pipes Rejects/Process Waste in PVC Pipes and Fittings Division

- 100% recycling of Polyethylene film Rejects/Wastage

- Re-processing of Multilayer Plastic Rejects/Wastage for use in other applications.

- Maintaining Zero Liquid Discharge through Effluent Treatment Plant (ETP) for treatment of waste water and re-use.

- Maintaining for zero air pollution through installation of Gas based thermic fluid heater.

- Adopt the latest environment improvement and management technologies i.e. high efficient emission & effluent control devices for environment conservation.

- Optimum use of the resources by increasing efficiency and implementing the energy conservation and water conservation practices

The Company is responsibly disposing plastic wastes either by re-processing in-house or through certified plastic recyclers.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There were no significant and material orders passed by any Regulators or Courts or Tribunal impacting the going concern status of the Company during the financial year 2023-24.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business in the financial year 2023-24.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year ended 31^st March, 2024 there were no Subsidiary, Joint Venture and Associate Company of Prakash Pipes Limited.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

The Company transferred an amount of H50 Crores to its general reserve.

Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") during the financial year under review, Company had transferred H95,053.20 for the dividend on 79,211 shares transferred to IEPF.

BOARD EVALUATION

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and the independent Directors, Board and Committees of the Board was carried out from time to time under the provisions of the act and relevant rules and the corporate governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBi with respect to guidance note on board evaluation.

in a separate meeting of independent Directors, performance of Non independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Nonexecutive Directors.

THE BOARD AND COMMITTEES OF THE BOARD AND MEETINGS THEREOF

The Board and Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year, the Board conducted a review and observed that the Share Transfer Committee is no longer needed. Consequently, the Board has decided to dissolve the Share Transfer Committee. This decision was based on the conclusion that the committee is no longer necessary for the efficient governance of the company.

The details of the Meetings of the Board and Committees held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 25(8) of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

in compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, the Company has put in place a Familiarisation Programme for the independent Directors to familiarise them with the Company, their roles, rights,

responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company etc. The details of familiarisation programs held during the year are available on the website of the Company viz. www.prakashplastics.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013.

i) Shri Kanha Agarwal, Managing Director and Chief Executive Officer

ii) Shri Dalip Kumar Sharma, Chief Financial Officer

iii) Shri Jagdish Chandra, Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Ved Prakash Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Dr. Satram Lokumal Keswani Ceased to be the director of the Company due to his demise on 14^th August, 2023.

The Board of Directors has appointed Mrs. Purnima Gupta (DIN: 06885738) as an Additional Independent Director of the Company on 9^th November, 2023 and further members approved the appointment of Mrs. Purnima Gupta (DIN: 06885738) as an Independent Director of the Company for a period of five years commencing from 9^th November, 2023 upto 8^th November, 2028 on 30^th January, 2024.

The Board of Directors has reappointed Dr. Satish Chander Gosain and Mrs. Parveen Gupta as Independent Director of the Company for the second term of 5 (Five) consecutive years on the Board of the Company with effect from 16^thMarch, 2024 and members have also approved the same.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility has also been an integral part of the Company''s business. The Company''s initiatives towards fulfilling its Corporate Social Responsibility include providing food to needy people and safe drinking water facilities around its plant, environmental sustainability and generating employment opportunities for local people.

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the committee and the meetings held are detailed in the Corporate Governance Report, forming part of this report.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure I.

Corporate Social Responsibility policy of the company is available on the website of the company viz. www.prakashplastics.in.

DEPOSITS

Company has not accepted any deposits during the year

under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013

(Act), the Board of Directors, to the best of their knowledge

and ability, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and there are no material departures,

II. they 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 that period,

III. they 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,

IV. they have prepared the accounts on a going concern basis,

V. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS & AUDITORS REPORTS

i) Statutory Auditor

The Board of Directors have re-appointed M/s Chaturvedi & Co., Chartered Accountants, (FRN:302137E) as Statutory Auditors of the Company for a period of five years beginning from the conclusion of Sixth (6^th) Annual General Meeting of the Company upto the conclusion of the Eleventh (11^th) Annual General Meeting of the Company to be held in 2028.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.

ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s B. K. Bohra & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as Annexure II in prescribed format MR- 3 as per Companies Act, 2013 and under SEBI Listing Regulations.

Pursuant to Section 148(1) of the Companies Act, 2013 Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Accordingly the Board of Directors in its meeting held on 24^th May, 2024 has appointed M/s. SKG & Co. (FRN :000418) Cost & Management Accountants, on the recommendation of the Audit Committee, for auditing the cost records of the Company for the financial year 2024-25. Appropriate resolution seeking ratification of the remuneration of Cost Auditors, is included in the Notice convening the 7^th AGM of the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2023-24, there is no change in the Authorised and Paid-up Capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

The Company, during the financial year, entered into contracts or arrangements with related parties which were on arm''s length basis. These transactions are not falling under the provisions of Section 188(1) of the Act. All RPT''s are placed before the Audit Committee for review on a quarterly basis. All related party transactions entered during the year were in ordinary course of business and on arm''s length basis and the same have been disclosed under separate section of the Notes to Financial Statements.

No material related party transactions arising from contracts/ arrangements with related parties referred to in the Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions is available on the Company''s website viz. www.prakashplastics.in.

The details of the related party transactions as required under Section 134(3) (h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulation 34(3) & 53(f), Para A of Schedule V of SEBI (LODR) Regulations, 2015 are attached as Annexure III.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has adopted voluntarily a ''Whistle Blower Policy''. The details of the Vigil Mechanism and Whistle Blower Policy are available on the website of the Company viz. www.prakashplastics.in.

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or other applicable laws. The Board has voluntarily framed a policy for selection, appointment/ reappointment and remuneration of Directors & Senior Management, which is available on the website of the Company viz. www.prakashplastics.in.

ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, draft Annual Return for the financial year ended 31^st March, 2024 made under the provisions of Section 92(3) of the Act is available on the website of the Company viz. www.prakashplastics.in.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details required under provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure IV to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2023-24 there was no employee drawing remuneration in excess of the limits set out in the said rules.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder which is available on the website of the Company viz. www.prakashplastics.in. During the financial year ended 31^stMarch, 2024, no complaint pertaining to sexual harassment was received by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015 with the Stock Exchanges, are enclosed as Annexure V & V-A and V-B respectively to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34 (3) of the Listing Regulations, 2015 is provided in a separate section in page 12-17.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company believes that internal control is a prerequisite of the principle of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

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

As required under the provisions of section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 a statement showing the information relating to Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earning and Outgo annexed as Annexure VI.

ACKNOWLEDGMENTS

Your Directors wish to thank all stakeholders, employees and business partners and Company''s bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By Order of the Board

Kanha Agarwal Vikram Agarwal

Date: 24^th May, 2024 Managing Director & CEO Director

Place: New Delhi DIN: 06885529 DIN: 00054125

Mar 31, 2023

Your Directors have pleasure in presenting the 6^th Annual Report on the business & operations of the Company together with the Audited Statement of Financial Accounts for the Year ended 31^st March, 2023.

FINANCIAL RESULTS		(? in lakh)
	For the year ended 31^st March 2023	For the year ended 31^st March 2022
Net Sales	70,921	61,675
Other Income	2,161	308
Total Income	73,082	61,983
EBITDA	10,477	8,047
Depreciation	1,218	1,092
Financial Expenses	311	242
Profit before Tax	8,948	6,713
Provision for Taxes	1,819	2,033
Profit After Tax	7,129	4,680
Other Comprehensive Income	(8)	(18)
Total Comprehensive Income	7,121	4,662

PERFORMANCE

During the year under review, the Company has achieved highest ever Net Sales of ?709 crore as against ?617 crore in the previous year reflecting growth of 15% over the previous year. The EBITDA for the year was ?105 crore as against ?80 crore in the previous year, up by 30% over the previous year. After providing for interest, depreciation and tax, the profit after tax of the Company also grew by 52% from ?47 crore to ?71 crore resulting in EPS of ?30 in the current year. EBITDA for the year includes profit of ?16 crore from sale of some assets.

During the year, the PVC pipes & fittings division registered sales volume growth of 23% over the last financial year. The stability in PVC resin prices supported by underlining demand momentum from real estate, agriculture and infrastructure sectors provided strong growth impetus. Further, the Government''s continuing focus on various initiatives, like Jal Jeevan Mission, Swatch Bharat Abhiyan, Sanitation, affordable housing and smart cities is also driving the demand for PVC Pipes products.

During the year, the Flexible Packaging division also registered sales volume growth of 24% over the last financial year. The Division is closely working with customers and developing customised solutions for them. The Company expects to achieve growth in this business due to increased customer base in India and abroad.

FUTURE PROSPECTS

The domestic plastic pipes and fittings industry is likely to cross ?500 billion mark by FY2024, growing at a CAGR of 12-14%. The Indian industry enjoys competitive edge owing to cost-effective production, cheap labour, and easy availability of raw materials. The government''s continuing focus on expanding areas under irrigation and increasing urban infrastructure spending which augment the demand for water supply and sanitation along with affordable housing projects in urban, semi-urban and rural areas is also thriving the demand for the plastic pipe industry in the country. In this direction, the government has also allocated ?700 billion to PM Jal Jeevan Mission and ?790 billion to PM Awas Yojana in the Union Budget 2023-24.

The domestic packaging industry is expected to achieve significant growth in response to shifting consumer preferences, changing lifestyles, increased hygiene awareness, convenience and higher disposable income in the hands of the consumers. In particular, Flexible packaging has become the most sought-after form of packaging for the products belonging to food, pharmaceuticals, beverages, FMCG and other sectors. Further, flexible packaging is more economical as it reduces the packaging and logistics costs due to reduced weight and volume.

DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of ?1.20 per Equity Share of the face value of ?10 each (i.e. @ 12%) payable to shareholders whose names appear in the Register of members as on book closure/record date.

The dividend, if approved by the members, would involve a cash outflow of ?287 lakh.

ENVIRONMENT

In addition to complying with all applicable environmental laws and regulations, Company is committed to:

- 100% recycling of PVC Pipes Rejects/Process Waste in PVC pipes & fittings Division