Your Board of Directors has pleasure in presenting the 44^th
Annual Report on the business & operations of the
Company together with the Audited Statements of
Financial Accounts for the year ended 31^st March, 2025.
FINANCIAL RESULTS

PERFORMANCE

During the year under review, the Company has achieved
Net Sales of ?4014.35 crores as against ?3677.77 crores
in the previous financial year registering growth of 9%. The
EBITDA for the year was ?544.99 crores as against
?556.43 crores in the previous year. After providing for
interest, depreciation and tax, the Profit after Tax of the
Company grew by 2% from ?348.17 crores to ?355.45
crores resulting an EPS of ?19.85. EBITDA and PAT in the
previous financial year included profit of ?37 crores from
sale of some assets.

During the year the Company has achieved its highest
ever sales volume of 9.78 lakhs tonnes registering growth
of ~14% over the last fiscal. Further, the Company is
pleased to inform that on 15^th February, 2025, the
Company had started the coal extraction and despatches
from its Bhaskarpara Coal mine to its integrated steel
plant. During the period, the Company extracted 76,351
MT of coal from the mine.

FUTURE PROSPECTS

The Company is likely to achieve the coal extraction target
of ~1 million tonnes in the very first full year of its operation
i.e. FY2025-2026. The supplies of coal from the mine shall
result in substantial cost reductions and lead to higher
efficiencies in the plant operations. As such, the Company
is likely to achieve steel production of over 1 million tonnes
in this year.

DIVIDEND

After a thorough evaluation of the financial performance
for the year ending 31^st March, 2025, the Board has
proposed a dividend of ?1.50 per Equity Share of ?10
each. This decision reflects our commitment to delivering
value to our shareholders while maintaining prudent
financial management. Additionally, we have established a
comprehensive Dividend Distribution Policy, accessible
on our Company website at www.prakash.com outlining
our approach to dividend distribution and shareholder
returns.

ENVIRONMENT

The Company has always prioritized the Environmental
Protection and Sustainable Development as its highest
responsibility and has placed significant emphasis on
environmental, legal, and regulatory obligations,
Corporate Social Responsibility (CSR), delivery of quality
products, and ensuring healthy and safe workplace for all
employees &stake holders. The Company is dedicated to
address all environmental, quality, safety, and social
issues through its Integrated Management System (IMS)
Policy and ensuring its effective implementation and
compliance at all levels in its operations. The IMS policy of
the Company is designed with a comprehensive and
organized approach aimed at achieving goal of
sustainable advancement of the organization.
Environmental considerations are integrated into all
business decisions and processes from the design phase
itself. The Company is committed to enhance its
environmental performance by reducing its ecological
footprint through regular assessments of its
Environmental policy and accordingly taken necessary
initiatives for a cleaner environment, including up-
gradation of the equipments with the latest environmental
protection technologies.

In addition to adhering to all relevant environmental
regulations, the Company has implemented the following
initiatives to achieve a clean and sustainable environment:

• implementation of Iso-14001 as part of the IMS policy

• Strictly following environmental regulations.

• Installation of latest technology Pollution Control
Systems to effectively control Air and Water Pollution.

• Implementation of cleaner technologies to minimize
fuel and water usage in plant operations while
achieving Zero Liquid Discharge (ZLD) status.

• To conserve natural resources, Coal char produced
from the Sponge Iron Plant is utilized as fuel in the
Captive Power Plant. Additionally, metals recovered
from waste slag are reused and recycled in steel
production to save natural resources and energy. Other
waste materials from the Sponge Iron Division, such as
Cooler Oversize and Accretion Material, are also used
as Raw Material in the SAF Division to further conserve
the natural resources.

• Proper handling of hazardous waste, solid waste,
biomedical waste, battery waste and e-waste through
licensed recyclers in accordance with CPCB
regulations.

• Ensurance of proper insulation on the ESP and duct
lines to minimize energy loss and heat losses.

• Installation and successful operations of Online
Continuous Emission and Effluent Monitoring
Systems.

• A comprehensive green belt development planned
both inside and outside the factory premises to
promote a clean and green environment around the
plant.

• Regular Environment and Safety audit and monitoring
is being done by environment and safety team.

• Bag filters with latest technologies are in place to
control emissions within statutory norms along with
regular replacements of filter bags to improve efficiency
of the Bag filters.

• Celebration of Earth Day, Ozone Day, and World
Environment Day for awareness amongst the
employees.

• Company organises various training and awareness
program on Environment on regular basis for all
employees to enhance the awareness on environment
and to develop a clean work environment and
sustainable place to work.

• Various competitions like Poster slogan and various
fun activities are organized on national Safety Day and

World environment day celebration to ensure
participation of all employees & awareness.

SAFETY

"SAFETY" has always been the Company's top priority in
all aspects of its operations. By effectively implementing
the IMS Policy, providing all safety PPE and Gadgets,
ensuring safe working conditions and practices in the
operations, the Company is dedicated to providing a safe
and healthy work environment to ensure the safety of its
employees, contractors, visitors & all stake holders.

In compliance with ISO 45001, the Company has created
Safety Standards, SOPs, Safety Manual systems, and
procedures that address occupational health, employee
safety emergency preparedness and hygiene.

Through employees involvement, capability building,
integration of safety management systems and
Emergency Preparedness Planning, the Company seeks
to enhance health, hygiene and safety standards to
eliminate potential hazards and to ensure the safe and
healthy work environment.

The Company has a well-organised system in place for
reviewing safety policies, goals, and targets on a regular
basis, in order to make continuous improvements through
proactive approach and remedial measures towards
safety, Health and Hygiene.

A few of the actions taken by the Company to ensure the
desired safety in the plant included the following:

• Regular evaluation of safety protocols, aims, and goals
for enhancements of safety standards through
corrective and preventive actions.

• Providing a safe and healthy workplace by
implementing a "Zero Accident" policy.

• Providing suitable personal protective equipments to
employees, contractors, visitors & other stake holders.

• Supplied fire fighting equipment, fire hydrant systems,
fire tenders, and also ensured a skilled fire fighting
team in the Plant to manage crises.

• Achieved the highest safety standards and best
industrial practices while adhering to the requirements
of the applicable laws.

• Regular Safety Induction Training and Work-related
Safety Training to all employees and contractor
personnel consistently by tool box talks and shop floor
training.

• Company has established the well equipped

Occupational Health Centre with qualified Doctors,
Nursing Staff, Radiologist, Pathologist and well
equipped Lab for providing the best medical facilities to
its employees, contractors & stake holders.

• The Regular Medical check up of all employees
including Contractors are being done in the
Occupational Health Center of the Company.

• Testing of pressure vessels and lifting tools as per
statutory requirements.

• Ensuring the Use of Appropriate PPE and Safe work
practice be all employees.

• Conducting the training and tool box talk apart from the
Safe work practice and SOPs in all divisions.

• Regular Safety and Environment Audit are organised to
ensure that all safety and environment policy and
procedures are being implemented.

• Safety day celebration including fun games like Safety
Snake and Ladder game, Nukad Naatak is also
organised for all employees and awarding them as
safety hero, Best safety model & Best safe working
area to motivate them towards safety.

• Celebration of National Safety Day and promoting
various activities like Poster making, slogans and
drawing competitions, Plant model preparation etc. to
ensure their active involvement.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Since the conclusion of the financial year on 31^st March
2025, there have been no material changes or
commitments that would significantly affect the
Company's financial position. No substantial adjustments
to assets, liabilities, or financial obligations have been
recorded during this period.

We further confirm that there has been no alteration to the
fundamental nature of the Company's operations. This
continuity reflects the strength and resilience of our
business model and reinforces our ongoing commitment
to delivering consistent value and reliability to our
stakeholders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

During the reporting period, no significant or material
orders were passed by any regulatory authority or court
that could adversely affect the Company's going concern
status or future operations. This reflects the stability and

predictability of the regulatory framework governing the
Company's activities, offering a positive outlook for its
ongoing business prospects. The Company remains
steadfast in its commitment to regulatory compliance and
in safeguarding the long-term sustainability of its
operations.

DETAILS OF SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

The Company's policy for determining material
subsidiaries is readily accessible for stakeholders and
interested parties at www.prakash.com.

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”) the Company
transferred an amount of ?9,58,462.80 to the IEPF in
respect of dividends pertaining to 9,98,399 equity shares
that had already been transferred to the IEPF.
CORPORATE SOCIAL RESPONSIBILITY AND
GOVERNANCE COMMITTEE

The Company upholds a strong commitment to
sustainable community development, recognizing it as a
key driver in fostering harmony between industries and the
communities in which they operate. In alignment with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, CSR is deeply integrated into the Company's
vision and policy framework. With a particular focus on
supporting underprivileged and vulnerable populations,
the Company implements a wide range of initiatives in the
areas of socio-economic development, education and
healthcare.

A significant portion of the Company's CSR outlay is
allocated to ISKCON, a organization dedicated to
addressing food insecurity among marginalized
communities. ISKCON utilizes the funds primarily to
provide meals to individuals and families in need, thereby
directly contributing to improved health and well-being.
Other CSR activities are meticulously planned, executed,
and overseen by designated committees or the Board to
ensure strategic alignment with both regulatory

requirements and community-specific needs. Through
these concerted efforts, the Company strives to make a
lasting and meaningful impact on society, promoting
inclusive and sustainable development.

• Water Sustainability Initiatives: The Company has
initiated several water resource management projects
aimed at enhancing access to clean and safe water.
These include the installation of drinking water
systems, construction of drainage networks,
restoration of local ponds, and the development of
hygienic bathing infrastructure-significantly
contributing to improved public health and sanitation.

• Environmental Stewardship: In support of ecological
conservation and community cleanliness, the
Company has undertaken large-scale environmental
initiatives such as the establishment of green belts,
road cleaning drives, and public awareness campaigns
on hygiene and sustainability. These efforts are aligned
with national priorities such as the Swachh Bharat
Abhiyan and underscore the Company's dedication to
environmental responsibility.

• Educational Advancement: Recognizing education
as a key enabler of social progress, the Company runs
programs that support academic and vocational
development. These include awareness campaigns,
infrastructural support to schools, provision of
educational materials, and apprenticeship training
opportunities for local youth to enhance their
employability.

• Community Health & Wellness: The Company
places a strong emphasis on preventive and primary
healthcare through initiatives designed to reach under
served populations. Activities include the organization
of medical camps, distribution of essential medical
aids, provision of ambulance services, and health
awareness drives-all contributing to the overall health
and resilience of the community.

• Empowering Women: Through dedicated programs
aimed at promoting gender equity, the Company
supports women's empowerment by facilitating skills
training and livelihood opportunities. These initiatives
aim to strengthen socio-economic inclusion and foster
long-term self-reliance among women..

• Animal Care Initiatives: Recognizing the integral role
of animal welfare in societal well-being, the Company
undertakes activities aimed at supporting and
safeguarding animals, thereby contributing to a more

compassionate and balanced community
environment.

These diverse and well-structured initiatives reaffirm the
Company's unwavering commitment to corporate social
responsibility and its strategic focus on delivering
sustainable, long-term benefits to the communities it
engages with.

To ensure effective governance and oversight, the
Company has constituted a dedicated Board-level
Corporate Social Responsibility (CSR) Committee. This
Committee is entrusted with formulating, monitoring, and
guiding the execution of CSR strategies in line with
applicable statutory provisions and the Company's
broader sustainability vision. Comprehensive details
regarding the composition of this Committee, along with
records of its meetings, are provided in the Corporate
Governance Report, which forms an integral part of this
Annual Report.

In addition, the Company's CSR Policy-detailing its
objectives, focus areas, and implementation framework-is
publicly available on the Company's website at
www.prakash.com, ensuring transparency and account
ability.

A detailed account of the Company's CSR activities,
outcomes and financial contributions is presented in
Annexure I of this Report, offering stakeholders a clear and
holistic view of the impact and reach of the Company's
social initiatives.

Board Evaluation

During the financial year, a structured and formal
evaluation of the performance of the Board, its
Committees and individual Directors was carried out in
accordance with the applicable provisions of the
Companies Act, 2013, the Rules framed thereunder and
the corporate governance standards outlined in
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
evaluation process was also guided by the principles and
best practices articulated in SEBI's Guidance Note on
Board Evaluation and relevant circulars.

As part of this process, separate meetings of the
Independent Directors were convened to undertake a
critical assessment of the performance of Non¬
independent Directors, the Board as a collective body and
the functioning of its various Committees. The
performance of the Chairman was also evaluated
independently, incorporating feedback from Executive
Directors.

The evaluation encompassed parameters such as
strategic leadership, board dynamics, quality of
deliberations, adherence to fiduciary duties and the
effectiveness of governance oversight. This rigorous and
transparent review mechanism reflects the Company's
commitment to strengthening board performance,
promoting continuous improvement and reinforcing the
highest standards of corporate governance.

NUMBER OF MEETINGS OF THE BOARD AND
COMMITTEES THEREOF

During the financial year 2024-25, a structured record of all
Board Meetings and Committee Meetings convened was
maintained, detailing the dates of each meeting along with
the attendance of every Director. This information has
been systematically compiled and presented in the
Corporate Governance Report, which forms an integral
part of the Annual Report. The document not only outlines
the frequency and conduct of meetings but also reflects
the Directors' commitment to fulfilling their fiduciary and
oversight responsibilities.

The Corporate Governance Report serves as an important
reference point, offering stakeholders clear insights into
the functioning and governance practices of the Board and
its Committees. It captures essential information such as
quorum management, agenda-setting processes,
deliberations undertaken, decision-making procedures
and the manner in which governance responsibilities have
been discharged throughout the year.

By transparently disclosing attendance records and
meeting details, the Company underscores its unwavering
commitment to principles of sound corporate governance,
accountability, and responsible leadership. Such
disclosures also demonstrate the active engagement of
the Board in strategic oversight, risk management, and
ensuring that the interests of all stakeholders are
effectively safeguarded.

Stakeholders are encouraged to refer to the Corporate
Governance Report for a comprehensive account of the
Board's performance, governance structures and the
Company's continuous efforts to uphold and strengthen
the principles of good corporate governance.
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(7) of the
Companies Act, 2013, read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
as well as Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has duly obtained formal declarations
and confirmations from all its Independent Directors.
These declarations explicitly affirm that each Independent
Director continues to meet the prescribed criteria of
independence as defined under the applicable laws and
regulatory frameworks.

The confirmations further underscore the Directors'
integrity, objectivity, and continued commitment to
upholding the highest standards of ethical conduct and
corporate governance. In addition to statutory compliance,
these declarations also reflect the Company's proactive
approach toward ensuring that its Board composition
remains balanced, unbiased and fully aligned with the
evolving expectations of shareholders and other
stakeholders.

All such disclosures have been duly reviewed and noted
by the Board and form part of the Board's continuous
monitoring process to ensure that the independence and
effectiveness of the Independent Directors are maintained
without compromise. This reinforces the Company's
emphasis on transparency, board accountability, and
adherence to globally benchmarked governance
practices.

FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In line with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has diligently implemented a robust
Familiarization Programme designed to provide
Independent Directors with comprehensive insights into
various facets of the Company's operations, governance
structure and the broader industry landscape. This
initiative ensures that Independent Directors are
thoroughly acquainted with the Company's roles, rights
and responsibilities as well as the specific regulatory
environment in which the Company operates, including
key updates from the Companies Act, 2013 and relevant
SEBI regulations.

The program covers essential areas such as the
Company's coal mining operations, steel plant activities
and other critical business segments, alongside the latest
regulatory changes that impact corporate governance.
This includes familiarization with the regulatory updates
under the Companies Act, 2013 and the evolving
requirements under SEBI's corporate governance norms.
The sessions focus on enhancing Directors'
understanding of the Company's operational strategies,

industry trends and the strategic goals within its respective
sectors.

By providing in-depth exposure to the coal and steel
industriesalong with the operational nuances of eachthe
programme ensures that Independent Directors are well-
equipped to effectively oversee the Company's strategies
and operations. The goal is to empower them to contribute
meaningfully to governance processes, while keeping
pace with regulatory developments and industry-specific
dynamics.

The details of the familiarization sessions conducted
during the year are made available on the Company's
website for stakeholder reference at www.prakash.com.
This initiative underscores the Company's ongoing
commitment to upholding strong governance practices by
ensuring that Independent Directors are well-versed in
both operational intricacies and regulatory requirements,
thereby enhancing their ability to offer informed advice and
robust oversight.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

As per the provisions outlined in Section 203 of the
Companies Act, 2013, the following individuals serve as
the Key Managerial Personnel (KMP) of the Company:

i) Shri Vikram Agarwal, Managing Director

ii) Shri Deepak Mishra, Chief Financial Officer

iii) Shri Arvind Mahla, Company Secretary

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.

During the year, Shri Harsh Vardhan Agarwal was
appointed as Independent Director of the Company,
effective from 1^st April, 2024.

Smt. Purnima Gupta, Independent Director of the
Company, concluded her tenure as Independent Director
effective from the close of business hours on 31^st March,
2024, upon completing her second term of five years on
the Board.

Shri Sunil Kumar, Independent Director of the Company,
concluded his tenure as Independent Director effective
from the close of business hours on 03^rd February, 2025,
upon completing his second term of five years on the
Board.

BOARD COMMITTEES

The Committees of the Board of Directors have been duly
constituted in accordance with the provisions of the
Companies Act, 2013, and the applicable rules framed
thereunder. Additionally, the composition and functioning
of these Committees fully comply with the requirements
prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended from time to time. Each Committee operates
within the defined scope and terms of reference approved
by the Board, ensuring effective oversight and governance
in key functional areas such as audit, nomination and
remuneration, risk management, corporate social
responsibility and governess and stakeholders
relationship. Regular meetings of these Committees are
held to deliberate on matters falling within their purview,
and their recommendations are placed before the Board
for its consideration and approval, wherever required.
DEPOSITS

During the year under review, the Company has not
accepted any deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Companies Act,
2013, the Board of Directors affirms, to the best of their
knowledge and ability, the following:
i. The annual accounts have been prepared adhering to
the relevant standards without any material
departures.

II. The selection and consistent application of accounting
policies have been undertaken diligently, coupled with
prudent judgments and reasonable estimates, to
ensure an accurate portrayal of the Company's
financial position and performance.

III. Adequate measures have been taken for the
meticulous maintenance of accounting records in
accordance with statutory provisions, aimed at
safeguarding the Company's assets and detecting and
preventing any instances of fraud or irregularities.

IV. The accounts have been prepared on the premise of
the Company's ability to continue its operations in the
foresee able future, reflecting a going concern basis.

V. The Board has established internal financial controls
that are deemed sufficient and effective in ensuring the
integrity of financial reporting and the protection of
assets.

VI. Proper systems have been devised to ensure
compliance with all applicable laws, and these systems
are considered adequate and operational.
STANDALONEACCOUNTS

The Standalone financial statements for the year ended
31^st March, 2025 have been meticulously prepared in strict
adherence to Indian Accounting Standards (Ind AS) as
prescribed under the Companies (Indian Accounting
Standards) Rules, 2015. These statements encompass
comprehensive data for the reporting period, along with
comparative data for the corresponding period as at 31^st
March, 2024, ensuring consistency and enabling
stakeholders to assess the Company's financial
performance and position effectively.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Board of Directors has duly appointed M/s
Chaturvedi & Co. LLP, Chartered Accountants,
(FRN:302137E/E300286) as the Statutory Auditors of
the Company for a tenure of five years, commencing
from the 40^th Annual General Meeting of the Company,
up to the conclusion of the 45^th Annual General Meeting
of the Company.

The Auditors in their Report to the members, have
given one qualification and the explanation of Board
with respect to it in pursuant to section 134(3) (f) of
Companies Act, 2013 are as follows:

• The net deferred tax liability computed in terms of
Ind AS-12 "Income Tax" amounting to ?3146 lakhs
has been adjusted against Securities Premium
Account. This has been in terms of Hon'ble Punjab
& Haryana High Court order dated 23^rd August,
2007.

ii) Secretarial Auditor

In compliance 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, the Company has
appointed Shri Bhoopendra Kumar Bohra, Practicing
Company Secretary [ACS No. 62344, CP No. 23511],
to undertake the Secretarial Audit for the financial year
2024-25.

The Secretarial Audit Report issued by Shri
Bhoopendra Kumar Bohra, Practicing Company
Secretary, confirms that during the financial year under
review, the Company has complied with all applicable

secretarial standards and legal provisions. The report
does not contain any qualification, reservation, or
adverse remark. It forms an integral part of this Annual
Report and is annexed herewith as Annexure 2.
Further, In compliance with the provisions of
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board of Directors, at its meeting held on 23^rd May,
2025, subject to the approval of the shareholders,
appointed Shri Bhoopendra Kumar Bohra, Practicing
Company Secretary (ACS No. 62344, CP No. 23511),
as the Secretarial Auditor of the Company for a term of
five consecutive financial years commencing from the
financial year 2025-26.

iii) Cost Auditors

In accordance with the provisions of Section 148(1) of
the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company
has duly maintained cost records as prescribed by the
Central Government. These records are meticulously
prepared and maintained to ensure accurate cost
accounting and full regulatory compliance.

Pursuant to the recommendation of the Audit
Committee and in line with the Company's governance
practice and statutory adherence, the Board of
Directors, at its meeting held on 23^rd May 2025,
approved the appointment of M/s. Rakshit &
Associates, Cost & Management Accountants (Firm
Registration No. 101951), as the Cost Auditors of the
Company for the Financial Year 2025-26 to conduct the
audit of cost records.

Further, as required under the provisions of Section
148(3) of the Companies Act, 2013, a resolution
seeking ratification of the remuneration payable to the
Cost Auditors has been included in the Notice
convening the 44^th Annual General Meeting of the
Company for approval by the shareholders, thereby
reinforcing transparency and stakeholder engagement
in the governance process.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2024-25, the authorized capital

and paid-up capital structure of the Company remained

unchanged.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details regarding loans, guarantees, investments
made, and securities provided by the Company, if any, are
comprehensively disclosed in the notes accompanying the
financial statements within the Annual Report. This
disclosure is in accordance with the provisions stipulated
under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS [RPT]

During the financial year 2024-25, all Related Party
Transactions undertaken by the Company were carried
out in the ordinary course of business and on an arm's
length basis. These transactions were in full compliance
with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
The Company did not enter into any materially significant
Related Party Transactions with its Promoters, Directors,
Key Managerial Personnel or other related parties which
could have a potential conflict with the interests of the
Company at large.

All related party transactions were duly reviewed and
approved by the Audit Committee and wherever
applicable, by the Board of Directors. For transactions of a
repetitive nature, omnibus approval was obtained from the
Audit Committee, as permitted under the Listing
Regulations. A comprehensive statement of related party
transactions, including the nature, terms, and conditions of
each transaction, was placed before the Audit Committee
on a quarterly basis for its review.

In line with the Company's commitment to transparency
and good governance, the Policy on Materiality of Related
Party Transactions and on dealing with Related Party
Transactions is available on the Company's official
website at www.prakash.com .

Further, in compliance with the provisions of Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, and Regulation
34(3) and 53(f), Para A of Schedule V of the SEBI Listing
Regulations, the requisite disclosure of Related Party
Transactions is annexed herewith as Annexure 3.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) and
177(10) of the Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
established a robust Vigil Mechanism, supported by a
comprehensive Whistleblower Policy. This framework is
designed to provide a secure and confidential channel for

Directors, employees and other stakeholders to report
genuine concerns about unethical practices, fraud,
financial irregularities or any other form of misconduct.

The Vigil Mechanism aims to promote a culture of
openness, integrity and accountability across all levels of
the organization. It ensures that individuals can raise
concerns in good faith without fear of retaliation,
victimization or discrimination. The Policy outlines a
structured process for handling such disclosures, ensuring
that all concerns are investigated promptly, thoroughly and
impartially.

To uphold transparency and ensure easy access, the Vigil
Mechanism and Whistleblower Policy are available on the
Company's official website at www.prakash.com.
NOMINATION AND REMUNERATION POLICY
The Company has constituted a Nomination and
Remuneration Committee in accordance with the
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committee comprises only Non¬
Executive and Independent Directors, ensuring objectivity
and independence in decision-making.

During the financial year, the Nomination and
Remuneration Committee convened to discuss and
decide on critical matters pertaining to the appointment,
remuneration and performance evaluation of Directors,
Key Managerial Personnel and senior management.
Comprehensive details regarding the number of meetings
held and the attendance record of each Committee
member are presented in the Corporate Governance
Report, which forms an integral part of this Annual Report.
The Board of Directors has also adopted a Nomination and
Remuneration Policy to guide the Committee in its
responsibilities. This policy outlines the criteria for
selection and evaluation of Directors and senior
management and the framework for determining their
remuneration. The policy is available on the Company's
official website at www.prakash.com.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In accordance with the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the requisite
disclosures pertaining to the remuneration of Directors,
Key Managerial Personnel and other employees are
provided in Annexure 4 to this Report.

Further, pursuant to the stipulations under Section 197(12)
of the Companies Act, 2013, read with Rules 5(2) and 5(3)
of the aforementioned Rules, a separate statement
containing the names and other particulars of employees
who were in receipt of remuneration exceeding the
prescribed limits during the financial year is appended as
Annexure 4A to this Annual Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has constituted a dedicated Risk
Management Committee to identify, assess and mitigate
various risks associated with its business operations. The
Committee proactively evaluates risks related to plant
operations and maintenance, financial exposures,
regulatory compliance and other organizational aspects.
These risks are systematically reviewed and monitored on
an ongoing basis to enable timely and effective risk
mitigation measures.

The Company's internal control framework is designed to
ensure the integrity of financial reporting, operational
efficiency and compliance with applicable laws,
regulations and internal policies. It includes well-defined
Internal Financial Controls that are periodically reviewed
and updated to align with the Company's expanding scale
of operations and increasing business complexity.
Comprehensive details regarding the internal control
environment, its effectiveness and risk mitigation
initiatives are provided in the Management Discussion and
Analysis Report, which forms an integral part of this Annual
Report.

ANNUALRETURN

The draft Annual Return, as mandated by Section 92(3)
and Section 134(3)(a) of the Act, has been made available
on the Company's website at www.prakash.com.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a comprehensive Policy on Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at the Workplace, in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. This policy outlines the framework for addressing
issues related to sexual harassment and is designed to
ensure a safe, respectfuland inclusive work environment
for all employees, regardless of gender.

The policy is widely disseminated and readily accessible to
all employees and stakeholders through the Company's
official website at www.prakash.com.lt provides a clear
mechanism for lodging complaints and ensures fair and
impartial inquiry procedures, while also emphasizing
prevention through awareness and sensitization
initiatives.

During the financial year 2024-25, the Company did not
receive any complaint under this policy. This reflects the
effectiveness of the Company's preventive measures and
its continued commitment to upholding a culture of dignity,
respect and zero tolerance towards any form of
harassment in the workplace.

DISCLOSURE REQUIREMENTS
In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report, along with the Certificate
issued by the Practising Company Secretary on
compliance with Corporate Governance norms and the
Management Discussion and Analysis Report are
annexed to this Annual Report as Annexures 5, 5A, 5B,
and 5C, respectively.

The Company has instituted robust internal systems and
processes to ensure adherence to all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSl). These systems have been
thoughtfully structured are considered adequate and are
effectively functioning to maintain the highest standards of
corporate governance, transparency and regulatory
compliance across the organization.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (BRSR) forms an integral part of this Annual
Report. The BRSR provides a comprehensive overview of
the Company's environmental, social and governance
(ESG) initiatives, reflecting its commitment to responsible
and sustainable business practices.

The report highlights the Company's efforts towards
sustainability, stakeholder engagement, ethical conduct
and long-term value creation. It reinforces the Company's
dedication to transparency, accountability and aligning its
operations with globally recognized ESG principles. The
BRSR is annexed herewith as Annexure 6.

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

In accordance with the requirements of the Companies
Act, 2013, the detailed particulars relating to the
conservation of energy, technology absorption, research
and development activities, as well as foreign exchange
earnings and outgo are annexed hereto as Annexure 7.
This comprehensive disclosure highlights the Company's
ongoing commitment to sustainable practices, continuous
innovation and effective management of technology. It
also reflects our proactive approach to enhancing
operational efficiency while engaging with global markets
through prudent foreign exchange management.
ACKNOWLEDGMENTS

Your Directors wish to express their sincere and heartfelt
gratitude to all stakeholders, including our dedicated
employees, trusted business partners and the Company's
bankers, for their unwavering support, steadfast
commitment and invaluable cooperation throughout the
financial year 2024-25. Their collective efforts have played
a pivotal role in enabling the Company to navigate
challenges and capitalize on opportunities for sustainable
growth.

We also extend our deepest appreciation to our esteemed
investors for the continued confidence and trust they have
reposed in the Company. This faith serves as a strong
foundation that motivates us to consistently pursue our
strategic objectives with integrity, innovation and
excellence.

The Directors acknowledge that it is through this
collaborative spirit and shared commitment that the
Company has been able to progress on its journey toward
creating long-term value for all stakeholders. We remain
dedicated to upholding the highest standards of corporate
governance, operational excellence and social
responsibility as we strive to realize our vision for the
future.

Thank you for being an integral part of our success story
and growth journey.

By Order of the Board

Place : New Delhi Sanjay Jain Vikram Agarwal

Dated : 23^rd May, 2025 Whole-time Director Managing Director
DIN 00038557 DIN:00054125