Prince Pipes & Fittings Ltd

BOARD'S REPORT

Dear Members,

Your Directors have immense pleasure in presenting the Thirty Seventh (37th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2024.

1. Financial Results

The key highlights of the financial results of your Company for the financial year ended March 31, 2024, and comparison with the previous financial year ended March 31, 2023, are summarised below:

2. Overview of Financial Performance

• Revenue from operations at Rs.25,687.48 million compared to Rs.27,108.71 million in FY 23.

• Sales volume at 1,72,793 MT in FY24 as compared to 1,57,717 MT in FY 23, translating to a growth of 10% YoY.

• EBITDA (excluding exceptional items) for FY 24 at Rs.3,074.15 million compared to Rs.2,503.16 million in FY 23.

• PAT including exceptional items for FY 24 at Rs.1,824.97 million compared to Rs.1,214.21 million in FY 23

3. Dividend

Your Directors have recommended Final dividend of Rs.1.0 /- (Rupees One Only) (at the rate of 10 percent) per share for financial year 2023-2024 on its paid-up equity share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting of the Company.

The details with respect to unpaid/unclaimed dividend are available on the Company's website at https://www. princepipes. com/unpaid-uncLaimed-dividend

Pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available on the website of the Company at https://www.princepipes.com/ investors/corporate- governance/poLicies

4. Reserves

Your directors have proposed not to transfer any amount to GeneraL Reserves of the Company for the financiaL year 2023-24.

5. Material changes and Commitments affecting the Financial Position of the company.

There have been no materiaL changes and commitments affecting the financiaL position of the Company between the end of the financiaL year and date of this report. There has been no change in the nature of business or any activity of business of the Company.

6. Share Capital Authorised Share Capital

As on March 31, 2024, the Authorised Share Capital of the Company was Rs.1,500 million divided into 149.40 million Equity Shares of Rs.10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of Rs.10/- each.

Paid Up Share Capital

As on March 31, 2024, the Paid-up Equity Share Capital of the Company was Rs.110.56 million Equity Shares of Rs.10/- each aggregating to Rs.1,105.61 miLLion.

7. Equity shares lying in the Suspense Account

In compliance with Para F of Schedule V to the SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015, your Company confirms that no shares of the Company are Lying in the Suspense Account.

8. Transfer of Funds 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"), aLL unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after compLetion of seven years from the date the dividend is transferred to unpaid/uncLaimed account. Further, according to the RuLes, the shares in respect of which the dividend has not been paid or cLaimed by the members for seven consecutive years or more shaLL aLso be transferred to the demat account created by the IEPF Authority.

During FY 2023-24, the company had not transferred any shares to Investor Education and protection Fund ("IEPF"). As on March 31, 2024, Rs.0.39 million is Lying as the uncLaimed dividend amount.

9. Subsidiary/Associate Companies/ Joint Venture

During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, discLosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not appLicabLe.

10. Management Discussion and Analysis

The management of your company presents the anaLysis of performance of the Company for the FinanciaL Year ended March 31, 2024, and its outLook for the future prepared pursuant to SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015 and which forms part of this AnnuaL Report. This outLook is based on assessment of the current business environment. It may vary due to future economic and other deveLopments.

11. Credit Rating

The detaiLs of credit ratings obtained from CRISIL Ratings Ltd are as under:

12. Borrowings

The aggregate borrowings of your Company stood at Rs.1,144.41 miLLion as at March 31, 2024 as compared to Rs.581.34 miLLion as at March 31, 2023. The company has avaiLed term Loans amounting to Rs.188.97 miLLion and buyers credit of Rs.555.25 miLLion. The company has repaid working capitaL Loans amounting to Rs.181.14 miLLion for the period under review.

13. Corporate Governance

Corporate Governance Report prepared pursuant to SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015 forms part of this Board's Report.

14. Compliance with Secretarial Standards

The Company has compLied the appLicabLe provisions of SecretariaL Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the CentraL Government under Section 118 (10) of the Act during the year under Report.

15. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Board's Report.

16. Acquisition of Brand "Aquel"

During the year under review, the Company signed an Asset Purchase Agreement (APA) with Klaus Waren Fixtures Pvt Ltd., for the acquisition and assignment of identified assets for Rs.55 crores. The acquisition will be structured in two phases. The first phase shall constitute the acquisition of the iconic Aquel brand along with the acquisition of moulds and dies, on an immediate basis. The second phase will be in relation to the acquisition of the assets comprising of land parcel, buildings, machinery and manufacturing equipment, office furniture and fixtures situated at Klaus Waren's plant in Bhuj, Gujarat. The transaction shall be consummated subject to the receipt of regulatory approvals. The total built up area is ~1,10,000 sq ft whereas the land parcel area spans ~8 acres, which could be used for future expansion.

17. Insurance

The company has maintained insurance policies on the production facilities, stock transit policy, property, plant and equipment, inventories, import of consignment and damage due to fire, earthquakes, floods and other natural disasters. In addition, The Company has insurance policies for employees i.e., Staff Personal Accident, Staff Group Mediclaim along with Directors' and Officers' (D & O) Liability Insurance. Further, the company also has Cyber Liability Insurance & Commercial Crime Policy.

18. Deposits

Your company has neither accepted nor renewed any Deposits during the year under review as defined under section 73 of the Companies Act, 2013 and rules framed there under.

19. Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

20. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility

for ensuing compliances with the provisions of Section

134(3)(c) read with Section 134(5) of the Companies Act,

2013 in the preparation of annual accounts for the year

ended on March 31, 2024, and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

21. Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

22. Corporate Social Responsibility

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The details of the CSR Committee is given in the Corporate Governance Report.

The detailed report on CSR activities carried out by the Company during FY 2023-24 is annexed to this report as Annexure A.

The corporate social responsibility policy of the Company can be viewed on the Company's website at https://www. princepipes.com/investors/corporate-governance/policies

23. Remuneration Policy

The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The criteria/policies of the Company for selection Remuneration Policy for Directors, Key Managerial Personnel (KMP's)/ Sr. Management Personnel and other employees of the Company is annexed to the Board Report vide Annexure B forming integral part thereof.

24. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company's website at https://www.princepipes.com/ investors/corporate-governance/policies

25. Risk Management

Pursuant to the Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Risk Management Committee of the Board of the Company was formed with effect from June 25, 2020 and reconstituted on May 19, 2022, August 10, 2023, November 07, 2023 and on May 16, 2024 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.

The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.

26. Code of Conduct

The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel of the Company.

The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2024. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code is available on the website of the company at https://www.princepipes.com/ investors/corporate-governance/policies

27. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at https://www. princepipes.com/investors/corporate-governance/policies

28. Directors and Key Managerial Personnel

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149(1) and 161 of the Companies Act, 2013 read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2023-24 and up to the date of this report is furnished below:

v Mr. Ramesh Chandak & Mrs. Uma Mandavgane, Independent Directors, retired as members of the

Board of Directors on completion of their second term as independent director effective September 15, 2023.

v Mr. Dilip Deshpande resigned as an Independent Director of the Company, with effect from May 18, 2024, due to his other preoccupations. Further, he has confirmed that there were no material reasons for his resignations other than those already provided.

The Board places on record its appreciation for the valuable guidance and assistance received from them during their tenure as directors with the Company.

Appointment/ Re- appointment of Director

The following was approved by shareholders at the Annual General Meeting held on September 21, 2023:

v Mr. Jayant Chheda (DIN: 00013206) was re-appointed as the Chairman and Managing Director of the Company for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023.

v Mr. Parag Chheda (DIN: 00013222) was re-appointed as Whole Time Director designated as a Joint Managing Director for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023.

v Mr. Vipul Chheda (DIN: 00013234) was re-appointed as Whole Time Director for a term of 3 (three) years with effect from August 21, 2023 to August 20, 2026, on the terms and conditions set out in the Agreement dated August 30, 2023

v Mr. Rajendra Gogri (DIN: 00061003) was re-appointed as Independent Director of the Company for a term of 5 (five) consecutive years effective from June 25, 2023, to June 24, 2028.

v Mrs. Amisha Vora (DIN: 00089193) was appointed as Independent Director of the Company for a term of 5 (five) consecutive years effective from August 10, 2023, to August 09, 2028.

Further the Board of Directors based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Ankur Bansal (DIN: 03082396) as Non-Executive Independent Director of the Company w.e.f. May 16, 2024, and the Members of the Company approved the said appointment vide Special Resolution passed through Postal Ballot on July 07, 2024.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies

Act, 2013, Mr. Jayant Chheda (DIN: 00013206), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

Key Managerial Personnel (KMP)

During the year under review, Mr. Shyam Sharda resigned from his office as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours of October 04, 2023, due to personal reasons.

Mr. Anand Gupta was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from November 07, 2023.

29. Declaration from Directors

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impact their ability to discharge their duties.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the SEBI Listing Regulations.

Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as Independent Directors and have registered themselves in the Independent Directors' Database maintained with the Indian Institute of Corporate Affairs ('IICA').

In the opinion of the Board, all the Independent Directors fulfils the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

30. Disclosure related to Board and Committees of Board

The Board of Directors met Five (5) times during the financial year 2023-24. The dates on which the Board Meetings were held are as follows:

May 25, 2023; August 10, 2023; November 7, 2023; February 5, 2024; and March 20, 2024.

Committees

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

d. Corporate Social Responsibility Committee

e. Finance Committee

f. Risk Management Committee

The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detailed in the "Corporate Governance Report" of the Company which forms part of the Annual Report.

Further there have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

31. Performance evaluation of the Board

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Board's functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.

32. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of The Companies Act, 2013, the draft Annual Return for the year ending on March 31, 2024, is available on the Company's website at https://www.princepipes.com/general-meeting

33. Related Party Transactions

All the transactions with Related Parties are placed before the Audit Committee and also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. All transactions entered into with related parties during the year were on arm's length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company's policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board is uploaded on the Company's website at https:// www.princepipes.com/investors/corporate-governance/ policies

Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

The members may refer to note to the financial statements which set out related party disclosures.

34. Auditors and Reports Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. N.A. Shah Associates LLP Chartered Accountants (ICAI Firm No: 116560W) was appointed as Statutory Auditors of the Company at 34th Annual General Meeting of the Company held on September 15, 2021, for a term of 5 (five) consecutive years till conclusion of 39th Annual General Meeting.

The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

M/s. N.A. Shah Associates LLP, Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2024. The Notes to Financial Statement referred in Auditors Report are self-explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of The Companies Act, 2013. The Auditors' Report is annexed with the financial statement forming part of this annual report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sanjay Dholakia and Associates (CP No. 1798), Practicing Company Secretaries has been re-appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure C.

The Secretarial Auditors' Report for the Financial year 2023-24 issued by M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries does not contain any observation or qualification requiring explanation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ketki D. Visariya, Cost Accountants as Cost Auditor of the Company, for the financial year ending 31st March 2025, on a remuneration as mentioned in the Notice convening the 37th Annual General Meeting for conducting the audit of the cost records maintained by the Company. A Certificate from Ketki D. Visariya, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members' approval for remuneration payable to Cost Auditors forms part of the Notice of the 37th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31st March 2023 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2024, the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

35. Internal Financial Controls

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants, monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

36. Details of Fraud Reported by The Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

37. Conservation of Energy, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure D.

38. Particulars of Employees

The information required pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure E.

39. Employee Relations

We firmly believe that employees are our greatest asset and the energy, enthusiasm and creativity they bring into the workplace are the key drivers of our success. Maintaining healthy employee relations is at the core of our people strategy. We continuously strive towards enhancing the employee experiences through various HR interventions leading to an engaged & motivated workforce. All our HR programmes are designed to align the employee goals with the Organisational goals & are working intensively towards making it a way of life. Keeping in spirit, we are having a structured learning & development programme in place to ensure that the employees upgrade their skills continuously & contribute in making the Organisation - a learning Organisation. Keeping in view the existing VUCA world, we need to be competitive & in order to keep ourselves aligned with the key business opportunities & the challenges thereof, we have implemented Innovative Culture across the Organisation for fostering innovation & providing ample opportunities to the employees for selfmotivation & meaningful engagement through Small Group activities, KAIZENS etc. & reward the same for sustaining the employee motivation.

40. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplaceandhasadopteda 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 for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at https://www.princepipes. com/investors/corporate-governance/policies

During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. Significant and material orders passed by the regulators or courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

42. Other Disclosures

There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review

43. Acknowledgement

The Directors place on record their appreciation for the sincere and wholehearted co-operation extended by all concerned, particularly Company's Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors also thank the shareholders for continuing their support and confidence in the Company and its management.

For and on behalf of Board of Directors of

Jayant Chheda

Chairman & Managing Director

DIN: 00013206

Place: Mumbai

Date: August 01, 2024.