Prakash Industries Ltd

Dear Shareholders,

Your Board have pleasure in presenting the 43^rd Annual Report on the business & operations of the Company together with the Audited Statements of Financial Accounts for the year ended 31^st March, 2024.

During the year under review, the Company achieved Net

Sales of 3677.77 crores as against 3443.75 crores in the previous year, up by 7%. The EBITDA for the year was

556.43 crores as against 424.57 crores in the previous year, registering growth of 31% over the previous year. After providing for interest, depreciation and tax, the Profit after Tax of the Company grew by 83% from 190.48 crores to 348.17 crores resulting in EPS of 19.44 as against 10.64 in the previous year. EBITDA for the year includes profit of 36.63 crores from sale of some assets.

Despite the continuing global geopolitical disturbances witnessed during the year, the Indian economy showed resilience backed by its strong macroeconomic fundamentals. Robust domestic demand for consumption along with

Government's focus on capital expenditure significantly contributed to maintaining conducive environment for the players in the Indian industry. Thus, the Company also achieved sales volume growth of 20% over the last financial year. The Company's operating margin also grew from 12.0% to 13.4% owing to softening of raw material prices and continuedoperationalefficiencies.

The Company is continuing to enjoy coal linkages from Coal India Ltd. which not only provide uninterrupted supplies but also add to the profitability of the Company. In addition, the Company is also getting supplies of iron ore from its captive iron ore mine in Sirkaguttu, Odisha.

Further, as regards the Bhaskarpara Commercial Coal Mine allotted to the Company, the In-principle Stage-I approval under the Forest (Conservation) Act, Environmental Clearance and Permission to Establish from the Chhattisgarh Environment Conservation Board have been received. The development of the mine is progressing fast and the Mining lease is expected to be executed in favour of the Company in first half of FY 2025. The supplies of coal from this mine shall provide stability to the Company's integrated steel operations as well as result in significant cost reductions. Additionally, this being a commercial mine, it shall also boost the revenue and the profitability sale of coal in open market.

After careful assessment of the available profit during the financial year ended 31^st March, 2024, your Board has recommended a dividend of 1.20 per Equity Share of 10 each for the financial year ended 31^st March, 2024. The Board has framed a Dividend Distribution Policy which is available on the Company website at the link www. prakash.com

The Company's top priorities are always environmental protection and sustainable growth alongwith emphasis on fulfilling legal and statutory requirements, corporate social responsibility (CSR), supply of high-quality products, and making sure that its employees work in a safe and healthy environment. By means of its IMS Policy, as well as its effective implementation and adherence by all employees, the Company is dedicated in addressing of all Environmental, Quality, Safety and Social concerns. The IMS policy is designed to achieve continuous improvement for the organization's sustainable development through a methodical and well-structured methodology. Environmental factors are integrated into all corporate decisions and processes from the very beginning of their creation. The Company constantly works to enhance its environmental performance by minimising its negative impacts on the environment, reviewing its environmental policy on a regular basis, and upgrading its equipments with the newest environmental protection technologies.

Apart from adhering to all relevant environmental regulations, the Company has implemented substantial measures to ensure a healthy environment:

- Strict compliance with environmental laws.

- Installation of an effective, latest technology pollution control system in all processes to control air and water pollution.

- To protect the environment's natural resources. By products generated in the process, like Char, is utilised as fuel in captive power plants. Similarly metal recovered from waste slag is used to make steel in IFD which leads to saving of energy and natural resources. To preserve natural resources, SAF Division also uses other Sponge Iron Division wastes, such as cooler oversize, Kiln accretion and screen over size material.

- Efficient handling of solid waste, hazardous waste, biomedical waste, battery waste, and e-waste through approved recyclers in accordance with CPCB regulations.

- Using latest technology to ensure Zero Liquid

Discharge (ZLD) status and to minimise fuel and water consumption for plant operations.

- The successful installation and use of online Monitoring Systems for Continuous Monitoring of Emissions and

Effluents.

- Putting energy and water conservation measures into action to ensure that the plant uses these resources efficiently and responsibly.

- Comprehensive green belt development programme both within and outside of the factory to provide a clean and green working environment to its employees and stakeholders.

- Installation of proper Insulation at ESP and various duct lines for arresting the Heat losses and conserve the energy.

- Celebration of World Environment Day, Ozone Day, Earth Day for creating awareness amongst the employees.

- Latest technology Bag filters installed to control the fugitive emission during material transfer and replacement of the Filter bags in bag filters time to time for improving the bag filter of emission.

"SAFETY" has always been the Company's top priority in all of its operations. The Company is committed in providing the safety PPE and gadgets, maintaining safe working conditions and practices in the operations, maintenance of equipments and effective implementation of the IMS

Policy to ensure the safety of its employees, contractors, and visitors.

The Company always emphasise to improve the health and safety standards, to lower potential hazards, and to strengthen employee's capabilities through capacity building and integration of safety management systems with all processes.

In compliance with ISO-45001 : 2018, the Company has created safety standards, standard operating procedures, safety manuals, and systems that cover employee safety, occupational health, emergency preparedness and hygiene. The Company has a well-organized system in place for reviewing safety goals, change in policies and targets on a regular basis in order to make continuous improvements through preventative and remedial measures.

Following are the actions taken by the Company to ensure safety in all areas:

- Regular evaluation of safety goals, policies, and targets to ensure implementation of latest advancements, preventative and corrective action.

- Maintained a "Zero Accident" policy to ensure a safe and healthy workplace.

- Regularly conducted safety training to all employees and contractors including work-related safety training as well as safety induction training.

- Ensured usage of PPE's by all workers, contractors, and guests. fighting facilities and fire hydrant systems, - Installedfire tenders, and a recruited team of highly provided fire skilled fire fighting personnel to manage crises.

- Adopted the highest safety standards and best industrial practices in compliance with the requirements of applicable statutory laws.

- National Safety Day Celebrations and various promotional activities, like Slogan, Poster and Drawing competitions and Plant Model Preparation is carried out for creating awareness at all levels.

- The creative way of teaching Safety with Fun and Games like the Safety Snake and Ladder Game. Nukud Naatak is also organized for all employees during the safety day Celebration. and control

- The awards for best Safe working Area, Safety Hero, Best Safety Model, Best Safety NUKUD NAATAK are distributed to various participants / departments.

Since the conclusion of the financial year on 31^st March, 2024, there have been no significant alterations or commitments that would substantially impact the Company's financial standing. This includes any material changes in assets, liabilities or financial obligations.

Additionally, we affirm that there has been no modification in the core nature of the Company's operations. This confirmation underscores the stability and continuity of our business model, reaffirming our commitment to providing consistency and reliability to our stakeholders.

During the period under review, no substantial or material orders were issued by regulatory authorities or courts that would significantly impact the Company's going concern status or its future operations. This assurance underscores the stability of the regulatory environment within which the Company operates, providing a favorable outlook for its continued business activities. We remain committed to compliance with regulatory requirements and ensuring the sustained viability of our operations in the foreseeable future.

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

During the financial year ended 31^st March, 2024 the Company had not carried any amount to any reserve from its Profit & Loss account.

The Company holds a steadfast belief in the importance of sustainable community development, recognizing it as a cornerstone for fostering harmony between communities and industries. With a commitment to making a positive impact, particularly on underprivileged communities, the Company actively supports a diverse array of socio-economic, educational and health initiatives. Operating in alignment with the Companies (Corporate Social Responsibility Policy) Rules, 2014, corporate social responsibility (CSR) has been ingrained within the Company's vision and policy framework. All CSR endeavors are meticulously planned, executed and monitored by dedicated committees or the Board, ensuring strategic alignment with governmental mandates at local and state levels, as well as catering to the specific needs of the communities served. Through these concerted efforts, the Company strives to play a meaningful role in fostering sustainable development and enhancing the well-being of the communities it serves.

The Company has spearheaded numerous initiatives aimed at advancing socio-economic development, education, and healthcare, thereby enhancing the well-being of

– Water Resource Management: The Company has undertaken projects to improve water resource management, including providing drinking water facilities, constructing drainage systems, renovating ponds, and creating bathing places, ensuring access to clean water and sanitation.

– Environmental Improvement: Through environmental improvement programs, the Company contributes to creating healthier surroundings by developing extensive green belts, cleaning roads, and raising awareness about cleanliness and hygiene, aligning with the Swachh Bharat initiative and promoting conservation of natural resources.

– Education Promotion: The Company is committed to promoting education by conducting training and awareness programs, extending support to children for their educational needs, enhancing school facilities, and providing apprenticeship training to local students to augment their skills and employability.

Healthcare Initiatives: Prioritizing preventive healthcare, our Company is dedicated to improving community well-being through proactive initiatives. We regularly organize medical camps, ensuring essential healthcare reaches underserved populations. Additionally, we provide crucial medical aids to support ongoing care and offer ambulance services for swift medical assistance during emergencies. These efforts underscore our commitment to fostering healthier communities and ensuring accessible healthcare for all.

Women Empowerment: Through focused initiatives, the Company supports women's livelihoods and empowerment by providing employment opportunities and training programs, thereby contributing to their socio-economic independence and improved quality of life.

Support for Sports: The Company actively participates in national, state, and rural-level sports programs, ensuring the active involvement of nearby villages and promoting rural sports, fostering community engagement and healthy lifestyles.

Animal Welfare: Recognizing the importance of animal welfare, the Company extends support and implements initiatives to ensure the well-being of animals, contributing to the overall welfare of the community.

These multifaceted initiatives underscore the Company's commitment to corporate social responsibility and its dedication to making a positive and lasting impact on the communities it serves.

A dedicated Board level Committee for Corporate Social Responsibility (CSR) has been established to oversee and guide the Company's CSR initiatives. Details regarding the membership of this Committee and records of its meetings are comprehensively documented in the Corporate Governance Report, which is an integral part of this Report. Additionally, the Corporate Social Responsibility Policy, outlining the Company's CSR objectives and guidelines, is accessible on the Company's website at www.prakash.com. Furthermore, the Annual Report on Corporate Social Responsibility activities is provided as Annexure I to this report, offering stakeholders a transparent overview of the Company's CSR endeavors and their impact on the communities served.

During the year, a comprehensive evaluation of the performance of the Board, its Committees and individual Directors was conducted in accordance with the provisions of the Companies Act 2013, relevant Rules, and the

Corporate Governance requirements stipulated under

Regulation 17 of the Listing Regulations, 2015, as well as the guidance provided by SEBI through its circulars, including the Guidance Note on Board Evaluation. In a dedicated meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole was rigorously assessed. Additionally, the Independent Directors evaluated the performance of the Chairman, considering inputs from both Executive and Non-executive Directors. This thorough evaluation process ensures accountability, transparency and continuous improvement in governance practices, thereby enhancing the effectiveness and efficiency of the Board and its constituent members in fulfillingtheir responsibilities towards stakeholders.

The details of the Board Meetings and other Committee

Meetings convened throughout the financialyear 2023-24, including dates and attendance records of each Director, have been documented and are available in the Corporate Governance Report. This report serves as a databank of vital information pertaining to the governance practices and decision-making processes undertaken by the Board and its Committees. By providing transparent insights into meeting schedules and Directors attendance, the

Company reaffirms its commitment to upholding principles of accountability, transparency and effective corporate governance. Stakeholders can refer to the Corporate Governance Report for a comprehensive understanding of the Board's activities and its commitment to robust governance practices.

The Company has obtained declarations and confirmations from all Independent Directors, as mandated by Section 149(7) of the Companies Act, in conjunction with Rule

6 of the Companies (Appointment and Qualifications of

Directors) Rules, 2014 and Regulation 25(8) of the SEBI

Listing Regulations, 2015. These declarations affirm the

Independent Directors' compliance with the stipulated criteria for independence and their commitment to upholding the highest standards of corporate governance.

In adherence to Regulation 25(7) of the Listing Regulations, 2015, the Company has implemented a comprehensive

Familiarization Programme designed to acquaint Independent

Directors with various aspects of the Company, including their roles, rights and responsibilities within the organization, as well as the nature of the industry in which the Company operates. The program aims to equip Independent Directors with the requisite knowledge and insights to effectively discharge their duties and contribute to the Company's governance and strategic decision-making processes. Details of the familiarization programs conducted throughout the year are accessible on the Company's website at the following link: www.prakash.com. This initiative underscores the Company's commitment to ensuring that Independent Directors possess a thorough understanding of the Company's operations and industry landscape, thereby enhancing their ability to provide informed guidance and oversight.

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 Sanjay Jain retires by rotation at the ensuing Annual

General Meeting and being eligible, offers himself for reappointment.

During the year, Smt. Ankita Garg and Shri Jatin Gupta were appointed as Independent Directors of the Company, effective from 01^st November 2024.

Shri Mamraj Agarwal and Shri Y.N. Chugh, Independent Directors of the Company, concluded their tenure as

Independent Directors effective from the close of business hours on 13^th November 2023, upon completing their second term of five years on the Board.

During the year, Shri Harsh Vardhan Agarwal was appointed as Independent Director of the Company, effective from

01^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.

All Committees of the Board of Directors are meticulously formed in strict adherence to the guidelines stipulated by the Companies Act, 2013 and the relevant regulations outlined by SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

During the financial year, the Board conducted a thorough review of the Company's committee structures and their operational effectiveness. As a result, the Board has decided to dissolve the Share Transfer Committee, Finance Committee, Allotment Committee and FCCB Conversion Committee. This decision was based on the conclusion that these committees are no longer necessary for the efficient governance of the Company. Consequently, powers and responsibilities previously delegated to these committees have been transferred back to the Board. This consolidation aims to streamline decision-making processes, enhance governance and ensure a more direct oversight of all critical functions.

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

In compliance with the provisions delineated in 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 adheres to the mandatory requirement of transferring unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF) established by the Central Government after the lapse of seven years from the date of dividend becoming unpaid or unclaimed. Furthermore, as per the stipulated rules, shares associated with dividends not claimed for seven consecutive years or more are also transferred to the demat account created by the IEPF Authority.

The Company has duly complied with these regulations and transferred such unpaid or unclaimed dividends, along with corresponding shares, to the IEPF up to the financial year ended 31^st March, 2016. Members or claimants whose shares and/or unclaimed dividends have been transferred to the IEPF Demat Account or the Fund may initiate the process to reclaim their shares or apply for unclaimed dividends by submitting an application to the IEPF authority in Form IEPF-5, along with the requisite fee as determined by the IEPF authority.

Comprehensive details regarding shares/members with unclaimed dividends are available on our website at www.prakash.com. We encourage members to review their records diligently and reclaim any dividends due from the preceding seven years, if not previously claimed.

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 all 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 foreseeable future, reflecting a going concern basis. V. The Board has established internal financial controls that are deemed 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.

The Standalone financial statements for the year ended

31^st March, 2024 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, 2023, ensuring consistency and enabling stakeholders to assess the Company's financial performance and position effectively.

The Board of Directors has duly appointed M/s Chaturvedi

& Co., Chartered Accountants, (FRN:302137E) as the Statutory Auditors of the Company for a tenure of five years, commencing from the 40^th Annual General Meeting of the Company, upto the conclusion of the 45^th Annual General Meeting of the Company.

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

Annual Report 2023-24 : 7

Explanations to note on Basis for Qualified opinion of

Independent Auditors Report

- An amount of 35,020 lakhs have been withdrawn from general reserve to adjust the equivalent amount with respect to impairment of certain assets. The management has decided to value the assets at fair value, therefore an amount of

35,020 lakhs have been reduced from WDV of the assets and shown under Exceptional Item. This approach is in line with the Company's policy of ensuring transparency and accuracy in financial reporting, thereby allowing stakeholders to make well-informed decisions based on the most reliable and current financial data.

- The net deferred tax liability computed in terms of Ind AS-12 "Income Tax" amounting to 8821 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 accordance with the provisions outlined in Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Bhoopendra Kumar Bohra, a Practicing Company Secretary, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report, conducted in compliance with the prescribed format MR-3 as per the Companies Act, 2013 and SEBI Listing Regulations, is appended herewith as Annexure 2. iii) Cost Auditors

In compliance with Section 148(1) of the Companies Act, 2013, the Company has diligently maintained cost records as mandated by the Central Government. These records are meticulously prepared and maintained to ensure regulatory compliance.

Accordingly, the Board of Directors' meeting held on 17^th May 2024, M/s. Rakshit & Associates, (FRN:101951), Cost & Management Accountants, were appointed to audit the cost records of the Company for the Financial Year 2024-25. This appointment was made based on the recommendation of the Audit Committee, underscoring the Company's commitment to sound governance practices.

An appropriate resolution seeking the ratification of the remuneration of the Cost Auditors has been included in the Notice convening the 43^rd Annual General Meeting of the Company, thereby ensuring transparency and shareholder approval in this matter.

During the financial year 2023-24, the authorized capital and paid-up capital structure of the Company remained unchanged.

8 : Annual Report 2023-24

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.

During the financial year 2023-24, all Related Party Transactions conducted were executed in the ordinary course of business and adhered to the arm's length principle, ensuring compliance with the pertinent provisions of the Companies Act, 2013 and Listing Regulations. The

Company did not engage in any materially significant related party transactions with its Promoters, Directors, Key Managerial Personnel or other designated individuals that could potentially conflict with the Company's interests at large.

Moreover, all related party transactions made after the approval of Audit Committee and the Board. For repetitive nature of transactions, the Company sought omnibus approval. A comprehensive statement detailing all related party transactions was regularly presented to the Audit

Committee on a quarterly basis, outlining the terms and conditions governing these transactions.

Furthermore, the Company has made available its Policy on the materiality of related party transactions and the protocols for dealing with such transactions on its official website at www.prakash.com.

In compliance with Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, and Regulation 34(3) & 53(f), Para A of Schedule V of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, a detailed disclosure of related party transactions is annexed herewith as Annexure 3.

In adherence to the stipulations set forth in Section 177(9) & (10) of the Companies Act and the SEBI Listing Regulations, 2015, the Company has implemented a robust Vigil Mechanism and Whistleblower Policy. This framework enables Directors, employees, and other stakeholders to report genuine concerns regarding unethical behavior, fraud or any other misconduct without fear of reprisal. The Vigil Mechanism and Whistleblower Policy have been designed to foster a culture of transparency, integrity and accountability within the organization. They provide a structured mechanism for reporting and investigating any reported concerns promptly and impartially. To ensure accessibility and transparency, the Vigil Mechanism and Whistleblower Policy are readily available on the Company's official website atwww.prakash.com.

The Company has a Nomination and Remuneration Committee comprising Non-executive and Independent Directors. During the year, the Committee convened twice to deliberate on matters within its purview. Detailed information regarding the Committee's meetings held and attendance records of its members are meticulously outlined in the Corporate Governance Report.

The Board has formulated Nomination and Remuneration policy, which is readily accessible on the Company's official website at www.prakash.com.

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Companies Act,

2013, in conjunction with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are furnished in Annexure 4 of this Report. Pursuant to the stipulations of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a comprehensive statement presenting the names and particulars of employees receiving remuneration surpassing the prescribed thresholds is included as Annexure 4A within this Annual Report.

The Company has established a dedicated Risk Management Committee, which undertakes assessments of diverse risks related to Operations & Maintenance of Plants, financial matters and other organizational considerations.

These risks are thoroughly evaluated and continuously monitored to facilitate proactive measures. The Company's internal control framework encompasses robust internal financial controls aimed at ensuring compliance with policies, practices and statutes, taking into account the organization's evolving growth trajectory and the heightened complexity of operations. Detailed insights into the internal control system and its adequacy can be found in the "Management Discussion & Analysis Report," which is an integral part of this Report.

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.

The Company maintains a comprehensive policy aimed at prohibiting, preventing and addressing sexual harassment of women in the workplace and related matters. This policy is readily accessible on the Company's website at www.prakash.com. Throughout the financial year 2023-24, there were no complaints received under this policy, reflecting the effectiveness of our preventive measures and the commitment to fostering a safe and respectful work environment for all employees.

In adherence to SEBI Listing Regulations, the Corporate Governance Report, including the Practising Company

Secretary's Certificate and the Management Discussion and Analysis, are enclosed as Annexure 5, 5A, 5B and 5C respectively. The Company has established robust systems to ensure compliance with all relevant Secretarial Standards prescribed by the Institute of Company Secretaries of India (ICSI). These systems have been diligently devised, deemed adequate and are effectively operational to uphold the required standards of governance and regulatory compliance within the organization.

The Business Responsibility & Sustainability Report, mandated under Regulation 34(2)(f) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, outlining the Company's initiatives from an environmental, social and governance standpoint, is included as an integral part of this Annual Report. This report is annexed herewith as Annexure 6, underscoring the Company's commitment to transparency and accountability in its business practices and sustainability efforts

The particulars concerning conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo, as necessitated by the Act, are annexed herewith as Annexure 7. This comprehensive disclosure provides insights into the Company's efforts and achievements in these critical areas, highlighting our commitment to sustainable practices, innovation and global economic engagement.

Your Directors extend heartfelt gratitude to all stakeholders, employees, business partners and the Company's bankers for their unwavering support and valuable cooperation. The Directors also express sincere appreciation to our investors for the continued faith they place in the Company.

This collective support and confidence inspire us as we strive to achieve our goals and uphold our commitment to excellence and stakeholder value. Thank you for being integral to our success and growth journey.