Prakash Pipes Ltd Directors Report

Dear Shareholders,

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 31st March 2025	For the year ended 31st 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 governments commitment to enhancing irrigation facilities and improving water-use efficiency in Indias agriculture sector. These factors are expected to result in the PVC Pipe industry growth of 1012% 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:

¦ 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 biomass based thermic fluid heater with bag filters and other pollution control systems.

¦ 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 COMPANYS 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 (“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 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 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.

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 Companys business. The Companys 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 202425 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

The Company, during the financial year, entered into contracts or arrangements with related parties which were on arms length basis. These transactions are not falling under the provisions of Section 188(1) of the Act.

All RPTs 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 arms 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 Companys 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 Companys 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.

ANNEXURE -I

Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year ended 31^st March 2025

(Pursuant to Rule 8 of Companies (Accounts) (Corporate Social Responsibility Policy) Rules, 2014)

1. A BRIEF OUTLINE OF THE COMPANYS CSR POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMS PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMS.

CSR Policy provides a guideline of the methodologies and areas for choosing and implementing the Companys CSR Projects. The major Sectors covered under the CSR Policy of the company includes eradicating hunger, poverty and malnutrition, providing healthcare, safe drinking water and preservation of water, promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects, environment protection & preservation and skill development.

2. COMPOSITION OF CSR COMMITTEE:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Shri Vikram Agarwal	Director (Chairperson)	1	1
2	Dr. Satish Chander Gosain	Independent Director (Member)	1	1
3	Smt. Purnima Gupta	Independent Director (Member)	1	1

3. The CSR Policy of the Company is displayed on Companys website at link- http://prakashplastics.in/pdfs/CSR Policy.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report)

Not applicable for Financial Year 2024-25

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sl. No.	Financial Year	Amount available for set-off from preceding financial years (in J)	Amount required to be set-off for the financial year, if any (in J)
1.	2023-24	1.20 lakhs	1.20 lakhs

 

6. Average net profit of the company as per section 135(5)		: ?8488 lakhs
7. (a)	Two percent of average net profit of the company as per section 135(5)	: C169.76 lakhs
(b)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years	: N.A.
(c)	Amount required to be set off for the financial year, if any	: C1.20 lakhs
(d)	Total CSR obligation for the financial year (7a+7b-7c)	: C168.56 lakhs

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent	Amount Unspent (in J)
for the Financial Year	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount.	Date of transfer	Name of the Fund	Amount	Date of transfer
195 lakhs	N.A.	N.A.	N.A.	N.A.	NA

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

(1) Sl. No.	(2) Name of the Project	(3) Item from the list of activities in Schedule VII to the Act	(4) Local area (Yes/ No)	(5) Location of the project		(6) Project duration	(7) Amount allocated for the project (in J)	(8) Amount spent in the current financial Year (in J)	(9) Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in J)	(10) Mode of Implementation - Direct (Yes/ No)	(11) Mode of Implementation- Through Implementing Agency
				State	District						Name	CSR Registra tion number
1.	-	-	-	-	-	-	-	-	-	-	-	-
2.	-	-	-	-	-	-	-	-	-	-	-	-
3.	-	-	-	-	-	-	-	-	-	-	-	-
Total	-	-	-	-	-	-	-	-	-	-	-	-

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) Sl. No.	(2) Name of the Project	(3) Item from the list of activities in schedule VII to the Act	(4) Local area (Yes/ No)	(5) Location of the project		(6) Amount spent in the current financial Year	(7) Mode of Implementation- Direct (Yes/ No)	(8) Mode of Implementation- Through Implementing Agency
				State	District			Name	CSR Registration number
1.	Poverty & Malnutrition	Poverty & Malnutrition Schedule VII (i)	Yes	Haryana	Gurugram	195.00	NO	ISKCON Gurugram	CSR00005241
		Total				195.00

 

(d)	Amount spent in Administrative Overheads	NIL
(e)	Amount spent on Impact Assessment, if applicable	: Not Applicable
(f)	Total amount spent for the Financial Year (8b+8c+8d+8e)	: C195.00 lakhs

(g) Excess amount for set off, if any

Sl. No.	Particular	Amount (J in Lakhs)
(i)	Total CSR obligation for the financial year	168.56
(ii)	Total amount spent for the Financial Year	195.00
(iii)	Excess amount spent for the financial year [(ii)-(i)]	26.44
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	-
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	26.44

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (in J)	Amount spent in the reporting Financial Year (in J)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding financial years. (in J)
				Name of the Fund	Amount (in J)	Date of transfer
1.	2021-22	NA
2.	2022-23	NA
3.	2023-24	NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No.	Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in J)	Amount spent on the project in the reporting Financial Year (in J)	Cumulative amount spent at the end of reporting Financial Year (in J)	Status of the project - Completed / Ongoing
NIL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year

(Asset-wise details): Not Applicable

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

ANNEXURE-II

Form No. MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

To,

The Members,

Prakash Pipes Limited

Darjiyan Wali Gali, Rayya, Teh. Baba Bakala,

Amritsar (Punjab) 143112.

I, Bhoopendra Kumar Bohra, proprietor of B K Bohra & Associates, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Prakash Pipes Limited (CIN: L25209PB2017PLC046660) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Prakash Pipes Limiteds books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to me and the representations made by the Management, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31^st March 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Prakash Pipes Limited (“the Company") for the Financial Year ended on 31^st March 2025 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye- laws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (Not applicable to the Company during the Audit Period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period);

f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period);

g) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 as amended from time to time;

h) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended from time to time;

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period); and

j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi) Other laws applicable specifically to the Company as per the representation made by the Management including

i) Air (Prevention and Control of Pollution) Act, 1981;

ii) Water (Prevention and Control of Pollution) Act, 1974 and Water (Prevention and Control of Pollution) Rules, 1975;

iii) Environment Protection Act, 1986;

iv) Factories Act, 1948;

For the compliances of Labour Laws & other General Laws my examination and reporting is based on the documents, records and files as produced and shown to me and the information and explanations provided by the Company, its officers, and authorised representatives, including compliance reports taken on record by the Board of Directors, to the best of my judgment and understanding of the applicability of the different enactments upon the Company, in my opinion there are adequate systems and processes exist in the Company to monitor and ensure compliance with applicable General laws and Labour Laws.

I have also examined compliance with the applicable clauses of the following:

i. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

ii. Applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review and as per the explanations and clarifications given to me and the representation made by the Management, the Company has complied with the provisions of the applicable laws, rules, regulations and guidelines, etc as mentioned above.

During the period under review as per the explanations and Financial Statements, Companys CSR Obligation during the Financial Year was of C169.76 lakhs and an amount of C1.20 lakhs was available to set-off from previous Financial Year, the Company has spent an amount of C195.00 lakhs during the audit period against the net obligation of C168.56 lakhs, an amount of C26.44 lakhs will be available for set-off in succeeding Financial Years.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes, if any in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except notes on items of business which are in the nature of Unpublished Price Sensitive Information have been given at a shorter period of time than stated above, with the consent of a majority of the Directors, which includes one Independent Director and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairperson, the decisions were unanimous and no dissenting views were recorded.

I further report that as per the explanations given to me and the representation made by the Management and relied upon by me there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

I further report that during the audit period the Company no events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

ANNEXURE-A

To,

The Members,

Prakash Pipes Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

DETAILS OF RELATED PARTY TRANSACTIONS

A. (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

AH related party transactions entered during the year were in ordinary course of business and on arms length basis and the same have been disclosed under Note No. 37 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 in Form AOC-2 is not applicable.

B. Disclosures pursuant to Regulation 34(3) & 53(f) and Para A of Schedule V of SEBI (LODR) Regulations, 2015

Sl. No.	In the Account of	Disclosures of amount at the year end and the maximum amount of loans/advances/Investments outstanding during the year.
1.	Holding Company	- Loans and advances in the nature of loans to subsidiaries by name and amount
		- Loans and advances in the nature of loans to associates by name and amount
		- Loans and advances in the nature of loans to Firms/Companies in which directors are interested by name and amount
2.	Subsidiary	- Loans and advances in the nature of loans to subsidiaries by name and amount	Not Applicable
		- Loans and advances in the nature of loans to associates by name and amount
		- Loans and advances in the nature of loans to Firms/Companies in which directors are interested by name and amount
3.	Holding Company	Investment by the loanee in the shares of parent Company and subsidiary Company, when the Company has made a loan or advance in the nature of loan.

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

No.	Requirement	Information
(i)	The ratio of the remuneration of each Director to	Director	Ratio
	the median remuneration of the employees of the Company for the financial year	Shri V.P. Agarwal, Chairman	-
		Shri Vikram Agarwal, Director	-
		Shri Kanha Agarwal, Managing Director Smt. Praveen Gupta* Smt. Purnima Gupta* Dr. S.C. Gosain, Director*
(ii)	The percentage increase in remuneration	Director	Ratio
	of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or	Shri V.P. Agarwal, Chairman	-
	Manager, if any in the financial year	Shri Vikram Agarwal, Director	-
		Shri Kanha Agarwal, Managing Director	-
		Smt. Praveen Gupta*	-
		Smt. Purnima Gupta*	-
		Dr. S.C. Gosain, Director*
		Key Managerial Personnel Shri Kanha Agarwal, Managing Director	-
		Shri Dalip Kumar Sharma, Chief Financial Officer	26%
		Shri Jagdish Chandra, Company Secretary	28%
(iii)	The percentage increase in the median remuneration of employees in the financial year	4.70%
(iv)	The number of permanent employees on the rolls of Company	519 as on 31st March 2025
(v)	Average percentile increase already made	Median remuneration of employees increased by 4.70% in
	in the salaries of employees other than the	FY 24-25 over previous year. The salary increase is based on
	managerial personnel in the last financial year	compensation philosophy of the organisation	which takes into
	and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	account internal as well as external factors.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the Company	Affirmed

* No remuneration, only sitting fees paid