Your Directors have pleasure in presenting the 6^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, 2023.

PERFORMANCE

During the year under review, the Company has achieved highest ever Net Sales of ?709 crore as against ?617 crore in the previous year reflecting growth of 15% over the previous year. The EBITDA for the year was ?105 crore as against ?80 crore in the previous year, up by 30% over the previous year. After providing for interest, depreciation and tax, the profit after tax of the Company also grew by 52% from ?47 crore to ?71 crore resulting in EPS of ?30 in the current year. EBITDA for the year includes profit of ?16 crore from sale of some assets.

During the year, the PVC pipes & fittings division registered sales volume growth of 23% over the last financial year. The stability in PVC resin prices supported by underlining demand momentum from real estate, agriculture and infrastructure sectors provided strong growth impetus. Further, the Government's continuing focus on various initiatives, like Jal Jeevan Mission, Swatch Bharat Abhiyan, Sanitation, affordable housing and smart cities is also driving the demand for PVC Pipes products.

During the year, the Flexible Packaging division also registered sales volume growth of 24% over the last financial year. The Division is closely working with customers and developing customised solutions for them. The Company expects to achieve growth in this business due to increased customer base in India and abroad.

FUTURE PROSPECTS

The domestic plastic pipes and fittings industry is likely to cross ?500 billion mark by FY2024, growing at a CAGR of 12-14%. The Indian industry enjoys competitive edge owing to cost-effective production, cheap labour, and easy availability of raw materials. The government's continuing focus on expanding areas under irrigation and increasing urban infrastructure spending which augment the demand for water supply and sanitation along with affordable housing projects in urban, semi-urban and rural areas is also thriving the demand for the plastic pipe industry in the country. In this direction, the government has also allocated ?700 billion to PM Jal Jeevan Mission and ?790 billion to PM Awas Yojana in the Union Budget 2023-24.

The domestic packaging industry is expected to achieve significant growth in response to shifting consumer preferences, changing lifestyles, increased hygiene awareness, convenience and higher disposable income in the hands of the consumers. In particular, Flexible packaging has become the most sought-after form of packaging for the products belonging to food, pharmaceuticals, beverages, FMCG and other sectors. Further, flexible packaging is more economical as it reduces the packaging and logistics costs due to reduced weight and volume.

DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of ?1.20 per Equity Share of the face value of ?10 each (i.e. @ 12%) 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 ?287 lakh.

ENVIRONMENT

Your Company has always laid emphasis on its environmental commitment towards the society, including its customers, clients, employees, workers and public. The Company takes effective steps to spread the environmental awareness among its employees and motivates them to work in an environmentally responsible manner. The Company ensures compliance with all applicable environmental laws at its plants, which results in providing safe and healthy workplaces to its employees.

Company is leader in implementation of initiatives towards Plastic Waste Management by recycling, re-processing and reusing the plastic waste generated at shop floor as required under guidelines on Extended Producer's Responsibility of Plastic Waste Management Rule (PWMR) 2016 issued under Environmental (Protection) Act, 1986 (29 of 1986) vide notification dated 18^th March, 2016 and 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 & 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 Gas based thermic fluid heater.

- 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

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

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 2022-23.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business in the financial year 2022-23.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year ended 31^st March, 2023 there were no Subsidiary, Joint Venture and Associate Company of Prakash Pipes Limited.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

The Company transferred an amount of ?60 crore to its general reserve.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) during the financial year under review, Company had transferred ?95,053.20 for the dividend on 79,211 shares transferred to IEPF.

BOARD EVALUATION

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 AND MEETINGS THEREOF

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 2022-23 are given in the separate section of Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

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.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013.

i) Shri Kanha Agarwal, Managing Director and Chief Executive Officer

ii) Shri Dalip Kumar Sharma, Chief Financial Officer

iii) Shri Jagdish Chandra, Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Kanha Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri Sonu Sharma resigned as Company Secretary and Compliance Officer of the Company with effect from close of business hours on 10^th January 2023.

Shri Jagdish Chandra was appointed as Compliance Officer of the Company with effect from 11^th January, 2023 and further appointed as Company Secretary and Compliance Officer with effect from 14^th February, 2023.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility has also been an integral part of the Company's business. The Company's initiatives towards fulfilling its Corporate Social Responsibility include providing food to needy people and safe drinking water facilities around its plant, environmental sustainability and generating employment opportunities for local people.

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the committee and the meetings held are detailed in the Corporate Governance Report, forming part of this report.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure I.

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

DEPOSITS

Company has not accepted any deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013

(Act), the Board of Directors, to the best of their knowledge

and ability, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and there are no material departures,

II. they have selected such accounting policies and applied them 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 at the end of the financial year and of the profit of the Company for that period,

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

IV. they have prepared the accounts on a going concern basis,

V. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Board of Directors have re-appointed M/s Chaturvedi & Co., Chartered Accountants, (FRN:302137E) as Statutory Auditors of the Company to hold office from the conclusion of Sixth (6^th) Annual General Meeting of the Company upto the conclusion of the Eleventh (11^th) Annual General Meeting of the Company to be held in 2028 subject to the approval of the Members of the Company at ensuing Annual General Meeting as per provisions of the Companies Act, 2013. Appropriate resolution seeking reappointment of Statutory Auditors of the Company for further five years, is included in the Notice convening the 6th AGM of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.

ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s B.K. Bohra & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure II in prescribed format MR- 3 as per Companies Act, 2013 and under SEBI Listing Regulations. The Secretarial Auditors have given observation as mentioned in their report.

iii) Cost Auditors

Pursuant to Section 148(1) of the Companies Act, 2013 Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Accordingly the Board of Directors in its meeting held on 23^rd May, 2023 has appointed M/s. SKG & Co. (FRN :000418) Cost & Management Accountants, on the recommendation of the Audit Committee, for auditing the cost records of the Company for the financial year 2023-24. Appropriate resolution seeking ratification of the remuneration of Cost Auditors, is included in the Notice convening the 6^th AGM of the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2022-23, there is no change in the Authorised and Paid-up Capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

The Company, during the financial year, entered into contracts or arrangements with related parties which were on arm's length basis. These transactions are not falling under the provisions of Section 188(1) of the Act. AH RPT's are placed before the Audit Committee for review on a quarterly basis. 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 separate section 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 and rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

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.

The details of the related party transactions as required under Section 134(3) (h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulation 34(3) & 53(f), Para A of Schedule V of SEBI (LODR) Regulations, 2015 are attached as Annexure III.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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.

NOMINATION AND REMUNERATION POLICY

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 Obligation 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.

ANNUAL RETURN

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, 2023 made under the provisions of Section 92(3) of the Act is available on the website of the Company viz. www.prakashplastics.in

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details 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, are attached as annexure IV to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2022-23 there was no employee drawing remuneration in excess of the limits set out in the said rules.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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, 2023, no complaint pertaining to sexual harassment was received by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015 with the Stock Exchanges, are enclosed as Annexure V & V-A and V-B respectively to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34 (3) of the Listing Regulations, 2015 is provided in a separate section of Annual Report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company believes that internal control is a prerequisite of the principle of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

Date: 23^rd May, 2023 Place: New Delhi

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

As required under the provisions of section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 a statement showing the information relating to Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earning and Outgo annexed as Annexure VI.

ACKNOWLEDGMENTS

Your Directors wish to thank all stakeholders, employees and business partners and Company's bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By Order of the Board

Vikram Agarwal

Director

DIN:00054125