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Prakash Pipes Ltd Directors Report

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Nov 13, 2026|03:54:00 PM

Prakash Pipes Ltd Share Price directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 9th Annual Report on the business & operations of the Company together with the Audited Statement of Financial Accounts for the Year ended 31st March, 2026 .

FINANCIAL RESULTS

Particulars For the year ended 31st March, 2026 For the year ended 31st March, 2025
Net Sales 78,871 78,048
Other Income 939 1,251
Total Income 79,810 79,299
EBITDA 7,585 13,022
Depreciation 1,467 1,106
Financial Expenses 294 699
Profit before Tax 5,824 11,217
Provision for Taxes 1,498 2,907
Profit After Tax 4,326 8,310
Other Comprehensive Income (7) (26)
Total Comprehensive Income 4,319 8,284

PERFORMANCE

During the year under review, the Company has achieved Net Sales of ? 788.71 crore as against ? 780.48 crore in the previous financial year. The EBITDA for the year was ? 75.85 crore as against ? 130.22 crore in the previous financial year. After providing for interest, depreciation and tax, the profit after tax of the Company is ? 43.26 crore as against ? 83.10 crore in the previous financial year.

During the year, despite prolonged monsoons, subdued demand across key end user segments and volatility in the raw material prices, the PVC pipes & fittings division achieved sales volume of 48,118 MT against 42,632 MT in the previous financial year, registering growth of 13% on YoY basis at the back of its strong brand presence and distribution network. Going forward, with governments continuous focus on urbanization, infrastructure, irrigation, water conservation and waste water management, the demand for PVC pipes is expected to witness significant boost in coming years.

During the year, the Flexible packaging division continued with its growth trajectory and achieved its highest ever sales volume of 16,605 MT , registering growth of 7% over previous financial year. The division is driving its growth from diversified product range and offering customised solutions to its esteemed customers. The division is continually focussing on achieving high margin export orders by increasing its presence in the international markets.

FUTURE PROSPECTS

The Indian PVC pipe industry in FY27 is projected to grow at a CAGR of 10 - 12% . This rapid growth is likely to be driven by robust housing demand and infrastructure projects like Jal Jeevan Mission and Amrut 2.0 . The Union Budget 2026-27 has also allocated a massive outlay to the Ministry of Jal Shakti for the year 2026-27 which targets national water security.

The domestic flexible packaging market is projected to experience strong growth, at CAGR 11% with boom in ecommerce and quick commerce, food and pharma dominance and rising per capita packaging consumption. The growing inclination towards convenience packaging and sustainable solutions shall further enhance the market dynamics for the packaging industry. In view of the strong demand potential, increase in sales volume and expanding customer base in both domestic and international market, the division has taken-up capacity expansion plan in a phased manner , which shall enhance the installed capacity substantially over the years.

DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of ? 2.40 per Equity Share of the face value of ? 10 each ( i.e. @ 24% ) payable to shareholders whose names appear in the Register of members as on record date.

The dividend, if approved by the members, would involve a cash outflow of ? 574 Lakhs .

ENVIRONMENT

The Company remains committed to environmental sustainability and responsible waste management practices. In line with this commitment, the Company complies with the applicable provisions relating to Extended Producer Responsibility (EPR) under the Plastic Waste Management Rules, 2016 , and the amendments thereto.

As part of the Companys commitment towards energy conservation and environmental sustainability, the Company is in the process of developing and installing a 3.9 MW solar power project at its manufacturing plant for procurement of power on a long-term basis. The proposed project is expected to significantly enhance the utilization of clean and green energy, reduce dependence on conventional sources of power and improve overall energy efficiency. Further, the initiative is envisaged to contribute towards reduction in carbon emissions, conservation of natural resources and strengthening of the Companys sustainability and environmental stewardship efforts.

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 near zero air pollution through installation of pollution control systems and bag filters in thermic fluid heaters

? 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 2025-26.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business in the financial year 2025-26.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year ended 31st March, 2026 there were no Subsidiary and Joint Venture of Prakash Pipes Limited.

As required by Section 129(3) of the Companies Act, 2013, a Statement in Form AOC-1 related to Associate Company is given alongwith the financial statements.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

During the financial year ended 31st March, 2026 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 ? 2,68,156.61 for the final and interim 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 SEBI (Listing Obligations and Disclosure Requirements) 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 Non-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 2025-26 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 SEBI (Listing Obligations and Disclosure Requirements) 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:

Sl. No. Name Designation
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.

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:

Clause Confirmation
I. in the preparation of the annual accounts, the applicable accounting 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 (6th) Annual General Meeting of the Company upto the conclusion of the Eleventh (11th) 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

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed Shri Bhoopendra Kumar Bohra, Practicing Company Secretary [ACS No. 62344 , CP No. 23511 ], as the Secretarial Auditor. This appointment is for a tenure of five consecutive financial years , commencing from the financial year 2025-26 onwards.

The Secretarial Audit Report for the financial year 2025-26 is annexed herewith as Annexure II in prescribed format MR-3 as per Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 30th May, 2026 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 2026-27 . Appropriate resolution seeking ratification of the remuneration of Cost Auditors, is included in the Notice convening the 9th AGM of the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2025-26, 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, are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year, the Company entered into contracts or arrangements with related parties, all of which were undertaken on an arms length basis and do not fall within the purview of Section 188(1) of the Act. All related party transactions (RPTs) are placed before the Audit Committee for review on a quarterly basis. During the year, the Company provided a loan to a company belonging to the same promoter group. The said transaction was not material in nature , as per the thresholds prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was undertaken with the explicit approval of the Audit Committee and the Board of Directors. The Company received full repayment of the said loan during the financial year itself. The specific financial details of this transaction, along with other transactions, have been duly disclosed in the Notes to the Financial Statements.

No material related party transactions arising from contracts/arrangements with related parties referred to in 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 (Listing Obligations and Disclosure Requirements) 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 31st March, 2026 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 2025-26 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 31st March, 2026, no complaint pertaining to sexual harassment was received by the Company.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, to the extent applicable to 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 SEBI (Listing Obligations and Disclosure Requirements) 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in separate section in page 12 - 19 .

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, 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.

By Order of the Board

By Order of the Board
Kanha Agarwal Vikram Agarwal
Date: 30 th May2026 Managing Director & CEO Director
Place: New Delhi DIN: 06885529 DIN: 00054125

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