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PRAKASH STEELAGE LTD.

27 January 2026 | 12:00

Industry >> Steel - Tubes/Pipes

Select Another Company

ISIN No INE696K01024 BSE Code / NSE Code 533239 / PRAKASHSTL Book Value (Rs.) 0.53 Face Value 1.00
Bookclosure 27/09/2024 52Week High 9 EPS 0.07 P/E 62.43
Market Cap. 80.85 Cr. 52Week Low 4 P/BV / Div Yield (%) 8.68 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors presents the 34th (Thirty-Fourth) Annual Report on the business and Operation of your Company
together with theAudited Financial Statements for the year ended 31st March, 2025.

FINANCIAL SUMMARYAND HIGHLIGHTS

The financial highlights of the Company for the year ended 31st March, 2025 are summarized below:

(Rs. in Lakhs)

Particulars

Year Ended

31.03.2025

31.03.2024

Total Revenue

7,801.92

12,680.55

Less: Expenses

7,605.28

10,327.04

Profit / Loss Before Exceptional Item

196.64

2,353.51

Add/ (Less) : Exceptional Item

-

3,476.91

Profit / (Loss) Before Tax (PBT)

196.64

5,830.43

Less : Tax

67.07

41.70

Profit / (Loss) After Tax (PAT)

129.57

5,788.73

FINANCIAL PERFORMANCE/OVERVIEW

During the year under review, the total revenue for the year ended 31st March, 2025 is Rs. 7,801.92 Lakh as compared to
Rs. 12,680.55 Lakh in the previous year. The Company has earned a profit of Rs. 196.64 Lakhs before exceptional item
for the year against the Profit of Rs. 2,353.51 Lakhs in the previous year.

DIVIDEND

Your Directors do not recommend any dividend forthe Financial Year2024-25.

RESERVES

Further, your Company has not transferred any amount to its reserves for the Financial Year 2024-25.
FINANCEANDACCOUNTS

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the Financial year ended on 31st March,
2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and
judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs, profits/ (loss) and cash flows
for the year ended 31st March, 2025. Notes to the Financial Statements adequately cover the Audited Statements and
form an integral part of this Report.

SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2025 stood at Rs.17.50 Crores comprising of 17,50,00,390
Equity Shares of Re.1/- each. During the year under review, there is no change in the Paid-Up Share Capital of the
Company.

During the year under review, the Company has not issued shares or convertible securities or shares without differential
voting rights nor has granted any employee stock options or sweat equity shares. Further, it has not provided any money

to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule
12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

The Company has not issued any Debentures/debt securities during the year under review.

As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the
Company.

DETAILS OF SUBSIDIARY/JOINTVENTURE/ASSOCIATE

Your Company does not have any Subsidiary, Joint Venture orAssociate Company during the period under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate Internal Financial Control with reference to financial statements, some of which are
outlined below.

Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified underthe
Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") as amended by the Companies (Indian Accounting
Standards) Rules, 2016, The Companies (IndianAccounting Standards) Rules, 2017 and that continue to apply under
Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in
accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by
theAudit Committee in consultation with theAuditors.

The Management periodically reviews the financial performance of your Company against the approved plans across
various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed which
report on quarterly basis on the operations of the Company. The observations, if any, of the InternalAuditors, are resolved
to their satisfaction and are implemented across all the sites.

EXTRACT OF THEANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of theAct, theAnnual Return as on 31st March, 2025 is available on
the Company's website on atwww.prakashsteelage.com.

NUMBEROFMEETINGS

a) Board of Directors

The Board of Directors met Four (4) times in the Financial Year. The details of the Board Meetings and the attendance of
the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report. The intervening
gap between the consecutive two (2) meetings did not exceed 120 days in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter
referred to as “SEBI (LODR).

b) Audit Committee

During the year, Four (4) Audit Committee Meetings were convened and held. The details pertaining to composition of
Audit Committee and the attendance of theAudit Committee members are provided in the Corporate Governance Report,
which forms part of the Annual Report. The intervening gap between the two (2) meetings did not exceed 120 days in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, hereinafter referred to as “SEBI (LODR).

c) Nomination & Remuneration Committee

During the year, One (1) Nomination and Remuneration Committee Meetings were convened and held. The details
pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and

Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the Annual
Report.

d) Stakeholders Relationship Committee

During the year, One (1) Stakeholders Relationship Committee were convened and held. The details pertaining to
composition of Stakeholders Relationship Committee and the attendance of the Stakeholders Relationship Committee
members are provided in the Corporate Governance Report, which forms partoftheAnnual Report.

e) Corporate Social Responsibility

During the year, One (1) meeting of the CSR Committee held during the period under review. The details pertaining to
composition of Corporate Social Responsibility Committee and the attendance of the Corporate Social Responsibility
Committee members are provided in the Corporate Governance Report, which forms partoftheAnnual Report.

f) Independent Directors Meeting

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was
also held on 10th February, 2025 to review the performance of Non- Independent Directors, the entire Board and quality,
quantity and timelines of the flow of information between the Management and the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(3)(c)of the CompaniesAct, 2013, the Board of Directors confirm that:

(a) the preparation of the annual accounts of the Company for the year ended 31st March, 2025, the applicable
accounting standards have been followed, along with proper explanation relating to material departures, if any;

(b) the accounting policies as mentioned in the notes to the Financial Statements for the year ended 31st March, 2025
have been selected and applied consistently and made judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025
and of the profit of the Company for the year ended as on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the CompaniesAct, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

(d) the annual financial statements for the year ended 31st March, 2025 have been prepared on a 'going concern' basis;

(e) the internal financial controls laid down by the company are being followed and such internal financial controls are
adequate and are operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems
were adequate and operating effectively.

DETAILS OF FRAUD REPORTED BYAUDITOR

No such reporting is done by any auditor of the Company under sub Section 12 of Section 143oftheAct.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors viz., Ms. Neetta K. Bokaria, Mr. Rajesh
Kumar Agrawal, Mr. Sundaram Padmanabhan, Mr. Sharad Chandra Bohra and Ms. Shweta Mundra confirming that they
meet the criteria of independence as provided in Section 149(6) of the CompaniesAct, 2013 and Regulation 16(1)(b) and
Regulation 26(5) and Regulation 25(8) of the SEBI (LODR) Regulation 2015.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR THEIR
PERFORMANCE EVALUATION

The Board, on the basis of the criteria/manner as recommended by the Nomination & Remuneration Committee of the
Board of Directors, evaluates the performance of the Directors pursuant to the provisions of the Companies Act, 2013
read with Rules framed thereunder along with the corporate governance requirements as laid down by Securities
Exchange Board of India (“SEBI”) under “SEBI (LODR)”.

The performance of the Board and its Committees is evaluated by the Board afterseeking inputs from all the Directors on
the basis of the criteria as recommended by Nomination & Remuneration Committee of the Board of Directors such as
adequacy of the composition of the Board, its Committees, Board culture, execution, effectiveness of board processes,
performance and functioning of specific duties, obligations, governance, etc. in accordance with the provisions of the
CompaniesAct, 2013 read with rules framed thereunder and the “SEBI (LODR)”.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board
as a whole and performance of the Chairman is evaluated, taking into account the views of Executive Directors and Non¬
Executive Directors and also assessed the flow of information between the Management and the Board to effectively and
reasonably perform theirduties. The same is discussed in the Board Meeting that follows the meeting of the Independent
Directors, at which the performance of the Board, its Committees and individual Directors is also discussed in accordance
with the requirement of Regulation 25(4) of the “SEBI (LODR)”.

Abrief extract of the Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and
Senior Management is provided as
Annexure -1 to thisAnnual Report.

FAMILIARISATION PROGRAM FORINDEPENDENTDIRECTORS

Pursuant to the provisions of Regulation 25(7) of the “SEBI (LODR)” the Company prepared and pursued the
Familiarization Program for Independent Directors as hosted on Company's website (www.prakashsteelage.com) during
the year under review.

STATUTORYAUDITORS

The members at the Annual General Meeting held on 27th September, 2023 re-appointed M/s. Pipara & Co. LLP,
Chartered Accountants as the Statutory Auditors of the Company, for a second term of five consecutive years, from the
conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year
2028.

Auditor have also confirmed their eligibility and willingness to act as Statutory Auditors of the Company pursuant to the
provisions of the CompaniesAct, 2013 read with rules framed thereunder.

AUDITORS' REPORT

The Report given by Statutory Auditors, on the Financial Statements of the Company, is disclosed as a part of the
Financial Statements of the Company for the year under review. There has been no qualification, reservation, adverse
remark or disclaimer given by the StatutoryAuditors in their Report and does not call for any further comments. The Notes
to the Financial Statements are self-explanatory and do not call for any further comments.

COSTAUDITIORS

Your Company had received a consent letter from M/s. P.K. Patwa & Co, Cost Accountants, as a Cost Auditors of your
Company dated 12th May, 2025; to act as the Cost Auditor of the Company for the Financial Year 2025-26. The Board, on
the recommendations made by the Audit Committee, in their meeting held on 26th May, 2025, has approved their
appointment as Cost Auditor of the Company, in accordance with the Section 148(3) of the CompaniesAct, 2013 read
with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if Rule 14 (a) (i) of the Companies any,
of the CompaniesAct, 2013. The remuneration proposed to be paid to the CostAuditors, subject to the ratification by the
members at the ensuing Annual General Meeting, would be Rs. 35,000/- plus applicable Taxes and out of pocket
expenses, if any. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost

Auditors has been included in the notice of theAnnual General Meeting.

INTERNALAUDITORS

Your Company has received the consent letter from M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm
Registration No. 129787W) dated 9th May, 2025, to act as an InternalAuditors of the Company for the Financial Year 2025¬
26 pursuant to the provisions of Section 138 of the Companies Act, 2013. They have also confirmed their eligibility and
willingness to act as Internal Auditors of the Company pursuant to the provisions of the Companies Act, 2013 read with
rules framed thereunder.

SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s. S.K. JAIN & Co, Practicing Company Secretary, COP No.
3076 were appointed as Secretarial Auditors for the Financial Year 2025-26, to audit the Secretarial and related
documents of the Company.

The SecretarialAudit Report for the year under review is annexed as 'Annexure II' to this report.

Further, as per the provisions of Regulation 24Aof SEBI Listing Regulations, the Board in their meeting held on 26th May,
2025, subject to the approval of members, appointed M/s. S. K. Jain & Co., Company Secretaries, as SecretarialAuditors,
to conduct SecretarialAudit of the Company for 5 consecutive financial year effective from the financial year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

With respectto loans, guarantees and investments, if any, covered underthe provisions of Section 186 of the Companies
Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not
given any loan or guarantee to any person nor make any investments in any Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB¬
SECTION (1) OF SECTION 188 OF THE COMPANIESACT, 2013

All contract(s)/arrangement(s)/transaction(s) entered into by the Company with its related parties were in compliance
with the provisions of the CompaniesAct, 2013 and SEBI (LODR), 2015.

Form e-AOC-2 prescribed underthe provisions of Section 134(3)(h) of the CompaniesAct, 2013 read with the Rule 8 of
the Companies (Accounts) Rules, 2014, for discloser of details of Related Party Transaction, which are “at arm's length
basis” and which are “Material and at arm's length basis” is provided as an
“Annexure III” of the Board's Report.

Accordingly, Form e-AOC-2 prescribed underthe provisions of Section 134(3)(h) of the CompaniesAct, 2013 read with
the Rule 8 of the Companies (Accounts) Rules, 2014, for discloser of details of Related Party Transaction, which are “not
at arm's length basis” and which are “Material and not at arm's length basis” is not provided as an annexure of the Board's
Report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is
obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and/or entered in
the ordinary course of business and are at arm's length.

Your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at
www.prakashsteelage.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions
between the Company and Related Parties. This Policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering
into these transactions.

The particulars of every contract(s) or arrangements entered into by the Company with related parties referred to in sub-

section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto given as per notes which forms part to financial statement which is provided in this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect
the financial position of the Company between the end of the Financial Year as on 31st March, 2025 of the Company and
date of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The details of conservation of energy, technology absorption foreign exchange earnings and outgo are stated in
“Annexure IV” to this report, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.

RISKMANAGEMENT

The Company has in place a Risk Management System with the Objective to formalize the process of Identification of
Potential risk and adopt appropriate risk mitigation measures through a risk management structure which takes care of
risk identification, assessment and mitigation. This system is a step by the Company towards strengthening the existing
internal controls and updating the same as may be required from time to time. Riskfactors and its mitigation are covered
extensively in the Management Discussion andAnalysis Report forming part of this Report.

Further, the Board has dissolved Risk Management Committee w.e.f. 12th November, 2018 as per the Regulation 21 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 amended
on 9th May, 2018 which specifies that the Constitution of Risk Management Committee is Mandatory for top 1000 Listed
Companies.

CORPORATESOCIAL RESPONSIBILITY (“CSR”) INITIATIVES

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year under review are set out in '
Annexure V' of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Details with respect to the composition and scope of the CSR Committee are provided in the Corporate Governance
Section which forms part of thisAnnual Report.

The policy is available on the website of the Company (www.prakashsteelage.com)

DEPOSITS

The Company has not accepted any Deposit from public during the year under review within the meaning of the
provisions of Section 73 of the CompaniesAct, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORSANDKEYMANAGERIALPERSONNEL

Mr. Himanshu Sethia has resigned from the position of Company Secretary & Compliance Officer with effect from 2nd
June, 2025 (Closure of Business Hours). The resignation was duly noted and accepted by the Board.

Subsequently, Ms. Sakshi Dinesh Faganiya was appointed as the Company Secretary & Compliance Officer with effect
from 3rd June, 2025. Her appointment was approved by the Board after reviewing her qualifications and experience.

Ms. Neetta K. Bokaria (DIN: 07101155), having successfully completed 2 terms of being associated with the Company
in the capacity of an Independent Director, retired from the position of an Independent Director w.e.f. 29th March, 2025 on
account of completion of her tenure. The Board placed on record its sincere appreciation for the contribution made by
herduring hertenure.

Ms. Shweta Mundra (DIN: 08728819) was appointed in the Board of Directors of the Company as an Additional Director

w.e.f 13thAugust, 2024 and special resolution was passed to confirm her appointment as an Independent Director by the
shareholders in the lastAnnual General meeting held on 27th September2024.

Mr. Kamal P. Kanugo (02023367), will retire by rotation at the ensuing Annual General Meeting, he is eligible for re¬
appointment and offers himself for being re-appointment.

In accordance with Section 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

1. Mr. Prakash C. Kanugo, Chairman & Managing Director;

2. Mr.AshokM. Seth, Whole-Time Director & Chief Financial Officer;

3. Mr. Hemant P. Kanugo, Whole-Time Director

4. Mr. Kamal P. Kanugo, Whole-Time Director

5. Ms. Sakshi Dinesh Faganiya, Company Secretary & Compliance Officer.

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

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,
2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and
strengthened with new/ revised standard operating procedures pursuant to Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 and Regulation 18(3) of SEBI (LODR)
Regulations, 2015.

The Company had entrusted the internal audit to M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm Registration
No. 129787W). However, the initial object of the internal audit process is to test and review of controls, independent
appraisal of risks, business process and benchmarking internal controls with the best practices.

The Audit Committee of the Board of Directors actively reviews, the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen them.

The Company has a robust Management Information System, which is an integral part of the control mechanism.

The members of Audit Committee and Statutory Auditors are periodically apprised of the Internal Audit findings and
corrective action taken. Internal audit plays a key role in providing assurance to the Board of Directors.

COMPOSITION OF THE COMMITTEES

Audit Committee

1. Mr. Sundaram Padmanabhan (Chairman)

2. Mr. Rajesh Kumar Agrawal (Member)

3. Mr. Ashok M. Seth (Member)

4. Ms. Shweta Mundra (Member)

Nomination & Remuneration Committee

1. Mr. Rajesh Kumar Agrawal (Chairman)

2. Mr. Sundaram Padmanabhan (Member)

3. Ms. Shweta Mundra (Member)

Stakeholders' Relationship Committee

1. Mr. Sharad Chandra Bohra (Chairman)

2. Mr. Rajesh Kumar Agrawal (Member)

3. Mr. Ashok M. Seth (Member)

Corporate Social Responsibility Committee

1. Mr. Sundaram Padmanabhan (Chairman)

2. Mr. Ashok M. Seth (Member)

3. Mr. Hemant P. Kanugo (Member)

Executive Committee

1. Mr. Prakash C. Kanugo (Chairman)

2. Mr. Ashok M. Seth (Member)

3. Mr. Hemant P. Kanugo (Member)

4. Mr. Kamal P. Kanugo (Member)

The brief details with respect to the constitution, meetings, scope and functions of the above mentioned Committees of
the Company have been provided in Corporate Governance section forming part of thisAnnual Report.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the “SEBI (LODR)”, the Board of
Directors has on recommendation of its Audit Committee, adopted 'Whistle Blower Policy” at their meeting held on 29th
May, 2014 for Directors and Employees of the Company, to report concerns about unethical behavior, actual or suspected
fraud or violation of your Company's Code of Conduct and to voice genuine concerns or grievances about unprofessional
conduct without fear of reprisal. Adequate safeguards are provided against victimization to those who avail of the
mechanism and direct access to the Chairman of theAudit Committee in exceptional cases is provided to them.

None of the personnel of the Company has been denied access to the Audit Committee of the Board of Directors of the
Company. The said policy is hosted on the website of the Company (www.prakashsteelage.com).

PARTICULARS OF EMPLOYEESAS PER SECTION 197(12) & RULE 5 OF THE COMPANIES (APPOINTMENTAND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details of employee remuneration as 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 is annexed as
Annexure VI to the
Report.

The details of top ten employees of the Company is annexed as Annexure VI-A to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MANAGEMENT DISCUSSIONANDANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the
“SEBI (LODR)”is annexed as
Annexure VII to this Report.

CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governance, including the requirements under the
“SEBI (LODR)” and the Board is responsible to ensure the same, from time to time.

The Company has duly complied with the Corporate Governance requirements as set out under Regulation 34(3) and
Schedule V of the “SEBi (LODR)”, from time to time and the Secretarial Auditors of the Company viz. M/s. S.K. Jain &Co,
Company Secretaries, have, vide their certificate dated 14th June, 2025 confirmed that the Company is and has been
compliant with the conditions stipulated in the Regulation 34(3) and Schedule V of the “SEBI (LODR)”.

The said certificate is annexed to this report as 'Annexure-VIII'. Further, a separate report on Corporate Governance
forms partofthisAnnual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has formulated a Policy known as "The Anti - Sexual Harassment Policy” (“Policy”) which aims to provide
a safe working environment and prohibits any form of sexual harassment. This policy intends to prohibit occurrences of
any form of sexual harassment and also details procedures to follow when an employee believes that a violation of the
policy has occurred within the ambit of all applicable regulations regarding Sexual harassment. The said policy is hosted
on the website of the Company (www.prakashsteelage.com).

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal)
Act, 2013, the Board has constituted an Internal Complaints Committee (“ICC”) to redress the complaints received
regarding sexual harassment. All employees (whether permanent, contractual, temporary, trainee) are covered under
this policy. The Company conducts awareness program at regular intervals.

Our Company has zero tolerance for sexual harassment at workplace. Our 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 ('POSH Act'), and the Rules
framed thereunder.All employees (permanent, contractual, temporary and trainees) are covered underthis policy.

Our Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the
POSHAct.

The Company is committed to providing a safe and conducive work environment to all its employees and associates.

During the Financial Year2024-25:

No. of Complaints received: Nil

No. of Complaints disposed off: Nil

No. of cases pending fora period exceeding 90 days: Nil

MATERNITYBENEFIT

The Company has complied with the provision of Maternity Benefit Act, 1961.

SECRETARIALSTANDARDS ISSUED BYTHE INSTITUTE OF COMPANYSECRETARIES OF INDIA(ICSI)

The Company complies with the Secretarial Standards issued by ICSI,oneofthe premier professional bodies in India.
CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the
banks, Government authorities, vendors, investors and other stakeholders. The Board also recognizes the contribution of
the valued customers in the growth of the Company and takes this opportunity to pledge the Company's commitment to
serve them.

Your Directors also wish to place on record their deep sense of appreciation for hard work, co-operation, solidarity,
dedication & commitment displayed by all executive officers, Staffs during the year, results in the successful performance
of the Company.

The Directors appreciate and value the contribution made by every member of the PSLfamily.

For and on Behalf of the Board of Directors
Prakash Steelage Limited

Sd/-

Prakash C. Kanugo

Place : Mumbai Chairman & Managing Director

Date : 11th August, 2025 DIN: 00286366