Dear Shareholders,

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

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

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

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

The Indian PVC pipe industry is projected to see continued growth in FY2026, with focus on infrastructure development besides increasing demand for housing, urbanization, agricultural irrigation and better water accessibility. The Union Budget for 2025-26 has also made allocation of more than C80 bn to the Pradhan Mantri Krishi Sinchai Yojana (PMKSY), reinforcing the government's commitment to enhancing irrigation facilities and improving water-use efficiency in India's agriculture sector. These factors are expected to result in the PVC Pipe industry growth of 1012% in the fiscal 2026.

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

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

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

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

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

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

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

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

¦ 100% recycling of Polyethylene film Rejects/Wastage

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 ('SEBI Act'):-

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

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

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

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

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

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

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

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

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

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

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

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

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

iii) Environment Protection Act, 1986;

iv) Factories Act, 1948;

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

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

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

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

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

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

I further report that:

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

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

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

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

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

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

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

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

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

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

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

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

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

AH related party transactions entered during the year were in ordinary course of business and on arm's length basis and the same have been disclosed under Note No. 37 of the Notes to Financial Statements.

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

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

* No remuneration, only sitting fees paid