Directors Report of Prakash Industries Ltd.

Mar 31, 2025

Your Board of Directors has pleasure in presenting the 44^th
Annual Report on the business & operations of the
Company together with the Audited Statements of
Financial Accounts for the year ended 31^st March, 2025.
FINANCIAL RESULTS

	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Net Sales	4014.35	3677.77
Other Income	25.47	63.79
Total Income	4039.82	3741.56
EBITDA	544.99	556.43
Depreciation	142.70	152.80
Financial Expenses	46.34	57.46
Profit before exceptional items and tax	355.95	346.17
Exceptional Items	- 350.20
Less: Transferred from General Reserve	- - (350.20) -
Provision for Taxes (earlier year) 0.50		(2)
Profit after tax	355.45	348.17
Other Comprehensive Income	(7.60)	(4.90)
Total Comprehensive Income	347.85	343.27

PERFORMANCE

During the year under review, the Company has achieved
Net Sales of ?4014.35 crores as against ?3677.77 crores
in the previous financial year registering growth of 9%. The
EBITDA for the year was ?544.99 crores as against
?556.43 crores in the previous year. After providing for
interest, depreciation and tax, the Profit after Tax of the
Company grew by 2% from ?348.17 crores to ?355.45
crores resulting an EPS of ?19.85. EBITDA and PAT in the
previous financial year included profit of ?37 crores from
sale of some assets.

During the year the Company has achieved its highest
ever sales volume of 9.78 lakhs tonnes registering growth
of ~14% over the last fiscal. Further, the Company is
pleased to inform that on 15^th February, 2025, the
Company had started the coal extraction and despatches
from its Bhaskarpara Coal mine to its integrated steel
plant. During the period, the Company extracted 76,351
MT of coal from the mine.

FUTURE PROSPECTS

The Company is likely to achieve the coal extraction target
of ~1 million tonnes in the very first full year of its operation
i.e. FY2025-2026. The supplies of coal from the mine shall
result in substantial cost reductions and lead to higher
efficiencies in the plant operations. As such, the Company
is likely to achieve steel production of over 1 million tonnes
in this year.

DIVIDEND

After a thorough evaluation of the financial performance
for the year ending 31^st March, 2025, the Board has
proposed a dividend of ?1.50 per Equity Share of ?10
each. This decision reflects our commitment to delivering
value to our shareholders while maintaining prudent
financial management. Additionally, we have established a
comprehensive Dividend Distribution Policy, accessible
on our Company website at www.prakash.com outlining
our approach to dividend distribution and shareholder
returns.

ENVIRONMENT

The Company has always prioritized the Environmental
Protection and Sustainable Development as its highest
responsibility and has placed significant emphasis on
environmental, legal, and regulatory obligations,
Corporate Social Responsibility (CSR), delivery of quality
products, and ensuring healthy and safe workplace for all
employees &stake holders. The Company is dedicated to
address all environmental, quality, safety, and social
issues through its Integrated Management System (IMS)
Policy and ensuring its effective implementation and
compliance at all levels in its operations. The IMS policy of
the Company is designed with a comprehensive and
organized approach aimed at achieving goal of
sustainable advancement of the organization.
Environmental considerations are integrated into all
business decisions and processes from the design phase
itself. The Company is committed to enhance its
environmental performance by reducing its ecological
footprint through regular assessments of its
Environmental policy and accordingly taken necessary
initiatives for a cleaner environment, including up-
gradation of the equipments with the latest environmental
protection technologies.

In addition to adhering to all relevant environmental
regulations, the Company has implemented the following
initiatives to achieve a clean and sustainable environment:

• implementation of Iso-14001 as part of the IMS policy

• Strictly following environmental regulations.

• Installation of latest technology Pollution Control
Systems to effectively control Air and Water Pollution.

• Implementation of cleaner technologies to minimize
fuel and water usage in plant operations while
achieving Zero Liquid Discharge (ZLD) status.

• To conserve natural resources, Coal char produced
from the Sponge Iron Plant is utilized as fuel in the
Captive Power Plant. Additionally, metals recovered
from waste slag are reused and recycled in steel
production to save natural resources and energy. Other
waste materials from the Sponge Iron Division, such as
Cooler Oversize and Accretion Material, are also used
as Raw Material in the SAF Division to further conserve
the natural resources.

• Proper handling of hazardous waste, solid waste,
biomedical waste, battery waste and e-waste through
licensed recyclers in accordance with CPCB
regulations.

• Ensurance of proper insulation on the ESP and duct
lines to minimize energy loss and heat losses.

• Installation and successful operations of Online
Continuous Emission and Effluent Monitoring
Systems.

• A comprehensive green belt development planned
both inside and outside the factory premises to
promote a clean and green environment around the
plant.

• Regular Environment and Safety audit and monitoring
is being done by environment and safety team.

• Bag filters with latest technologies are in place to
control emissions within statutory norms along with
regular replacements of filter bags to improve efficiency
of the Bag filters.

• Celebration of Earth Day, Ozone Day, and World
Environment Day for awareness amongst the
employees.

• Company organises various training and awareness
program on Environment on regular basis for all
employees to enhance the awareness on environment
and to develop a clean work environment and
sustainable place to work.

• Various competitions like Poster slogan and various
fun activities are organized on national Safety Day and

World environment day celebration to ensure
participation of all employees & awareness.

SAFETY

"SAFETY" has always been the Company''s top priority in
all aspects of its operations. By effectively implementing
the IMS Policy, providing all safety PPE and Gadgets,
ensuring safe working conditions and practices in the
operations, the Company is dedicated to providing a safe
and healthy work environment to ensure the safety of its
employees, contractors, visitors & all stake holders.

In compliance with ISO 45001, the Company has created
Safety Standards, SOPs, Safety Manual systems, and
procedures that address occupational health, employee
safety emergency preparedness and hygiene.

Through employees involvement, capability building,
integration of safety management systems and
Emergency Preparedness Planning, the Company seeks
to enhance health, hygiene and safety standards to
eliminate potential hazards and to ensure the safe and
healthy work environment.

The Company has a well-organised system in place for
reviewing safety policies, goals, and targets on a regular
basis, in order to make continuous improvements through
proactive approach and remedial measures towards
safety, Health and Hygiene.

A few of the actions taken by the Company to ensure the
desired safety in the plant included the following:

• Regular evaluation of safety protocols, aims, and goals
for enhancements of safety standards through
corrective and preventive actions.

• Providing a safe and healthy workplace by
implementing a "Zero Accident" policy.

• Providing suitable personal protective equipments to
employees, contractors, visitors & other stake holders.

• Supplied fire fighting equipment, fire hydrant systems,
fire tenders, and also ensured a skilled fire fighting
team in the Plant to manage crises.

• Achieved the highest safety standards and best
industrial practices while adhering to the requirements
of the applicable laws.

• Regular Safety Induction Training and Work-related
Safety Training to all employees and contractor
personnel consistently by tool box talks and shop floor
training.

• Company has established the well equipped

Occupational Health Centre with qualified Doctors,
Nursing Staff, Radiologist, Pathologist and well
equipped Lab for providing the best medical facilities to
its employees, contractors & stake holders.

• The Regular Medical check up of all employees
including Contractors are being done in the
Occupational Health Center of the Company.

• Testing of pressure vessels and lifting tools as per
statutory requirements.

• Ensuring the Use of Appropriate PPE and Safe work
practice be all employees.

• Conducting the training and tool box talk apart from the
Safe work practice and SOPs in all divisions.

• Regular Safety and Environment Audit are organised to
ensure that all safety and environment policy and
procedures are being implemented.

• Safety day celebration including fun games like Safety
Snake and Ladder game, Nukad Naatak is also
organised for all employees and awarding them as
safety hero, Best safety model & Best safe working
area to motivate them towards safety.

• Celebration of National Safety Day and promoting
various activities like Poster making, slogans and
drawing competitions, Plant model preparation etc. to
ensure their active involvement.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Since the conclusion of the financial year on 31^st March
2025, there have been no material changes or
commitments that would significantly affect the
Company''s financial position. No substantial adjustments
to assets, liabilities, or financial obligations have been
recorded during this period.

We further confirm that there has been no alteration to the
fundamental nature of the Company''s operations. This
continuity reflects the strength and resilience of our
business model and reinforces our ongoing commitment
to delivering consistent value and reliability to our
stakeholders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

During the reporting period, no significant or material
orders were passed by any regulatory authority or court
that could adversely affect the Company''s going concern
status or future operations. This reflects the stability and

predictability of the regulatory framework governing the
Company''s activities, offering a positive outlook for its
ongoing business prospects. The Company remains
steadfast in its commitment to regulatory compliance and
in safeguarding the long-term sustainability of its
operations.

DETAILS OF SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

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

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

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

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”) the Company
transferred an amount of ?9,58,462.80 to the IEPF in
respect of dividends pertaining to 9,98,399 equity shares
that had already been transferred to the IEPF.
CORPORATE SOCIAL RESPONSIBILITY AND
GOVERNANCE COMMITTEE

The Company upholds a strong commitment to
sustainable community development, recognizing it as a
key driver in fostering harmony between industries and the
communities in which they operate. In alignment with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, CSR is deeply integrated into the Company''s
vision and policy framework. With a particular focus on
supporting underprivileged and vulnerable populations,
the Company implements a wide range of initiatives in the
areas of socio-economic development, education and
healthcare.

A significant portion of the Company''s CSR outlay is
allocated to ISKCON, a organization dedicated to
addressing food insecurity among marginalized
communities. ISKCON utilizes the funds primarily to
provide meals to individuals and families in need, thereby
directly contributing to improved health and well-being.
Other CSR activities are meticulously planned, executed,
and overseen by designated committees or the Board to
ensure strategic alignment with both regulatory

requirements and community-specific needs. Through
these concerted efforts, the Company strives to make a
lasting and meaningful impact on society, promoting
inclusive and sustainable development.

• Water Sustainability Initiatives: The Company has
initiated several water resource management projects
aimed at enhancing access to clean and safe water.
These include the installation of drinking water
systems, construction of drainage networks,
restoration of local ponds, and the development of
hygienic bathing infrastructure-significantly
contributing to improved public health and sanitation.

• Environmental Stewardship: In support of ecological
conservation and community cleanliness, the
Company has undertaken large-scale environmental
initiatives such as the establishment of green belts,
road cleaning drives, and public awareness campaigns
on hygiene and sustainability. These efforts are aligned
with national priorities such as the Swachh Bharat
Abhiyan and underscore the Company''s dedication to
environmental responsibility.

• Educational Advancement: Recognizing education
as a key enabler of social progress, the Company runs
programs that support academic and vocational
development. These include awareness campaigns,
infrastructural support to schools, provision of
educational materials, and apprenticeship training
opportunities for local youth to enhance their
employability.

• Community Health & Wellness: The Company
places a strong emphasis on preventive and primary
healthcare through initiatives designed to reach under
served populations. Activities include the organization
of medical camps, distribution of essential medical
aids, provision of ambulance services, and health
awareness drives-all contributing to the overall health
and resilience of the community.

• Empowering Women: Through dedicated programs
aimed at promoting gender equity, the Company
supports women''s empowerment by facilitating skills
training and livelihood opportunities. These initiatives
aim to strengthen socio-economic inclusion and foster
long-term self-reliance among women..

• Animal Care Initiatives: Recognizing the integral role
of animal welfare in societal well-being, the Company
undertakes activities aimed at supporting and
safeguarding animals, thereby contributing to a more

compassionate and balanced community
environment.

These diverse and well-structured initiatives reaffirm the
Company''s unwavering commitment to corporate social
responsibility and its strategic focus on delivering
sustainable, long-term benefits to the communities it
engages with.

To ensure effective governance and oversight, the
Company has constituted a dedicated Board-level
Corporate Social Responsibility (CSR) Committee. This
Committee is entrusted with formulating, monitoring, and
guiding the execution of CSR strategies in line with
applicable statutory provisions and the Company''s
broader sustainability vision. Comprehensive details
regarding the composition of this Committee, along with
records of its meetings, are provided in the Corporate
Governance Report, which forms an integral part of this
Annual Report.

In addition, the Company''s CSR Policy-detailing its
objectives, focus areas, and implementation framework-is
publicly available on the Company''s website at
www.prakash.com, ensuring transparency and account
ability.

A detailed account of the Company''s CSR activities,
outcomes and financial contributions is presented in
Annexure I of this Report, offering stakeholders a clear and
holistic view of the impact and reach of the Company''s
social initiatives.

Board Evaluation

During the financial year, a structured and formal
evaluation of the performance of the Board, its
Committees and individual Directors was carried out in
accordance with the applicable provisions of the
Companies Act, 2013, the Rules framed thereunder and
the corporate governance standards outlined in
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
evaluation process was also guided by the principles and
best practices articulated in SEBI''s Guidance Note on
Board Evaluation and relevant circulars.

As part of this process, separate meetings of the
Independent Directors were convened to undertake a
critical assessment of the performance of Non¬
independent Directors, the Board as a collective body and
the functioning of its various Committees. The
performance of the Chairman was also evaluated
independently, incorporating feedback from Executive
Directors.

The evaluation encompassed parameters such as
strategic leadership, board dynamics, quality of
deliberations, adherence to fiduciary duties and the
effectiveness of governance oversight. This rigorous and
transparent review mechanism reflects the Company''s
commitment to strengthening board performance,
promoting continuous improvement and reinforcing the
highest standards of corporate governance.

NUMBER OF MEETINGS OF THE BOARD AND
COMMITTEES THEREOF

During the financial year 2024-25, a structured record of all
Board Meetings and Committee Meetings convened was
maintained, detailing the dates of each meeting along with
the attendance of every Director. This information has
been systematically compiled and presented in the
Corporate Governance Report, which forms an integral
part of the Annual Report. The document not only outlines
the frequency and conduct of meetings but also reflects
the Directors'' commitment to fulfilling their fiduciary and
oversight responsibilities.

The Corporate Governance Report serves as an important
reference point, offering stakeholders clear insights into
the functioning and governance practices of the Board and
its Committees. It captures essential information such as
quorum management, agenda-setting processes,
deliberations undertaken, decision-making procedures
and the manner in which governance responsibilities have
been discharged throughout the year.

By transparently disclosing attendance records and
meeting details, the Company underscores its unwavering
commitment to principles of sound corporate governance,
accountability, and responsible leadership. Such
disclosures also demonstrate the active engagement of
the Board in strategic oversight, risk management, and
ensuring that the interests of all stakeholders are
effectively safeguarded.

Stakeholders are encouraged to refer to the Corporate
Governance Report for a comprehensive account of the
Board''s performance, governance structures and the
Company''s continuous efforts to uphold and strengthen
the principles of good corporate governance.
DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(7) of the
Companies Act, 2013, read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
as well as Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has duly obtained formal declarations
and confirmations from all its Independent Directors.
These declarations explicitly affirm that each Independent
Director continues to meet the prescribed criteria of
independence as defined under the applicable laws and
regulatory frameworks.

The confirmations further underscore the Directors''
integrity, objectivity, and continued commitment to
upholding the highest standards of ethical conduct and
corporate governance. In addition to statutory compliance,
these declarations also reflect the Company''s proactive
approach toward ensuring that its Board composition
remains balanced, unbiased and fully aligned with the
evolving expectations of shareholders and other
stakeholders.

All such disclosures have been duly reviewed and noted
by the Board and form part of the Board''s continuous
monitoring process to ensure that the independence and
effectiveness of the Independent Directors are maintained
without compromise. This reinforces the Company''s
emphasis on transparency, board accountability, and
adherence to globally benchmarked governance
practices.

FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In line with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has diligently implemented a robust
Familiarization Programme designed to provide
Independent Directors with comprehensive insights into
various facets of the Company''s operations, governance
structure and the broader industry landscape. This
initiative ensures that Independent Directors are
thoroughly acquainted with the Company''s roles, rights
and responsibilities as well as the specific regulatory
environment in which the Company operates, including
key updates from the Companies Act, 2013 and relevant
SEBI regulations.

The program covers essential areas such as the
Company''s coal mining operations, steel plant activities
and other critical business segments, alongside the latest
regulatory changes that impact corporate governance.
This includes familiarization with the regulatory updates
under the Companies Act, 2013 and the evolving
requirements under SEBI''s corporate governance norms.
The sessions focus on enhancing Directors''
understanding of the Company''s operational strategies,

industry trends and the strategic goals within its respective
sectors.

By providing in-depth exposure to the coal and steel
industriesalong with the operational nuances of eachthe
programme ensures that Independent Directors are well-
equipped to effectively oversee the Company''s strategies
and operations. The goal is to empower them to contribute
meaningfully to governance processes, while keeping
pace with regulatory developments and industry-specific
dynamics.

The details of the familiarization sessions conducted
during the year are made available on the Company''s
website for stakeholder reference at www.prakash.com.
This initiative underscores the Company''s ongoing
commitment to upholding strong governance practices by
ensuring that Independent Directors are well-versed in
both operational intricacies and regulatory requirements,
thereby enhancing their ability to offer informed advice and
robust oversight.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

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
Vikram Agarwal retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
reappointment.

During the year, Shri Harsh Vardhan Agarwal was
appointed as Independent Director of the Company,
effective from 1^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.

Shri Sunil Kumar, Independent Director of the Company,
concluded his tenure as Independent Director effective
from the close of business hours on 03^rd February, 2025,
upon completing his second term of five years on the
Board.

BOARD COMMITTEES

The Committees of the Board of Directors have been duly
constituted in accordance with the provisions of the
Companies Act, 2013, and the applicable rules framed
thereunder. Additionally, the composition and functioning
of these Committees fully comply with the requirements
prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended from time to time. Each Committee operates
within the defined scope and terms of reference approved
by the Board, ensuring effective oversight and governance
in key functional areas such as audit, nomination and
remuneration, risk management, corporate social
responsibility and governess and stakeholders
relationship. Regular meetings of these Committees are
held to deliberate on matters falling within their purview,
and their recommendations are placed before the Board
for its consideration and approval, wherever required.
DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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 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
foresee able future, reflecting a going concern basis.

V. The Board has established internal financial controls
that are deemed sufficient and effective in ensuring 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.
STANDALONEACCOUNTS

The Standalone financial statements for the year ended
31^st March, 2025 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, 2024, ensuring consistency and enabling
stakeholders to assess the Company''s financial
performance and position effectively.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Board of Directors has duly appointed M/s
Chaturvedi & Co. LLP, Chartered Accountants,
(FRN:302137E/E300286) as the Statutory Auditors of
the Company for a tenure of five years, commencing
from the 40^th Annual General Meeting of the Company,
up to the conclusion of the 45^th Annual General Meeting
of the Company.

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

• The net deferred tax liability computed in terms of
Ind AS-12 "Income Tax" amounting to ?3146 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 compliance with the provisions of Section 204 of the
Companies Act, 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has
appointed Shri Bhoopendra Kumar Bohra, Practicing
Company Secretary [ACS No. 62344, CP No. 23511],
to undertake the Secretarial Audit for the financial year
2024-25.

The Secretarial Audit Report issued by Shri
Bhoopendra Kumar Bohra, Practicing Company
Secretary, confirms that during the financial year under
review, the Company has complied with all applicable

secretarial standards and legal provisions. The report
does not contain any qualification, reservation, or
adverse remark. It forms an integral part of this Annual
Report and is annexed herewith as Annexure 2.
Further, In compliance with the provisions of
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board of Directors, at its meeting held on 23^rd May,
2025, subject to the approval of the shareholders,
appointed Shri Bhoopendra Kumar Bohra, Practicing
Company Secretary (ACS No. 62344, CP No. 23511),
as the Secretarial Auditor of the Company for a term of
five consecutive financial years commencing from the
financial year 2025-26.

iii) Cost Auditors

In accordance with the provisions of Section 148(1) of
the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company
has duly maintained cost records as prescribed by the
Central Government. These records are meticulously
prepared and maintained to ensure accurate cost
accounting and full regulatory compliance.

Pursuant to the recommendation of the Audit
Committee and in line with the Company''s governance
practice and statutory adherence, the Board of
Directors, at its meeting held on 23^rd May 2025,
approved the appointment of M/s. Rakshit &
Associates, Cost & Management Accountants (Firm
Registration No. 101951), as the Cost Auditors of the
Company for the Financial Year 2025-26 to conduct the
audit of cost records.

Further, as required under the provisions of Section
148(3) of the Companies Act, 2013, a resolution
seeking ratification of the remuneration payable to the
Cost Auditors has been included in the Notice
convening the 44^th Annual General Meeting of the
Company for approval by the shareholders, thereby
reinforcing transparency and stakeholder engagement
in the governance process.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2024-25, the authorized capital

and paid-up capital structure of the Company remained

unchanged.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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.

RELATED PARTY TRANSACTIONS [RPT]

During the financial year 2024-25, all Related Party
Transactions undertaken by the Company were carried
out in the ordinary course of business and on an arm''s
length basis. These transactions were in full compliance
with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
The Company did not enter into any materially significant
Related Party Transactions with its Promoters, Directors,
Key Managerial Personnel or other related parties which
could have a potential conflict with the interests of the
Company at large.

All related party transactions were duly reviewed and
approved by the Audit Committee and wherever
applicable, by the Board of Directors. For transactions of a
repetitive nature, omnibus approval was obtained from the
Audit Committee, as permitted under the Listing
Regulations. A comprehensive statement of related party
transactions, including the nature, terms, and conditions of
each transaction, was placed before the Audit Committee
on a quarterly basis for its review.

In line with the Company''s commitment to transparency
and good governance, the Policy on Materiality of Related
Party Transactions and on dealing with Related Party
Transactions is available on the Company''s official
website at www.prakash.com .

Further, in compliance with the provisions of Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, and Regulation
34(3) and 53(f), Para A of Schedule V of the SEBI Listing
Regulations, the requisite disclosure of Related Party
Transactions is annexed herewith as Annexure 3.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) and
177(10) of the Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
established a robust Vigil Mechanism, supported by a
comprehensive Whistleblower Policy. This framework is
designed to provide a secure and confidential channel for

Directors, employees and other stakeholders to report
genuine concerns about unethical practices, fraud,
financial irregularities or any other form of misconduct.

The Vigil Mechanism aims to promote a culture of
openness, integrity and accountability across all levels of
the organization. It ensures that individuals can raise
concerns in good faith without fear of retaliation,
victimization or discrimination. The Policy outlines a
structured process for handling such disclosures, ensuring
that all concerns are investigated promptly, thoroughly and
impartially.

To uphold transparency and ensure easy access, the Vigil
Mechanism and Whistleblower Policy are available on the
Company''s official website at www.prakash.com.
NOMINATION AND REMUNERATION POLICY
The Company has constituted a Nomination and
Remuneration Committee in accordance with the
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committee comprises only Non¬
Executive and Independent Directors, ensuring objectivity
and independence in decision-making.

During the financial year, the Nomination and
Remuneration Committee convened to discuss and
decide on critical matters pertaining to the appointment,
remuneration and performance evaluation of Directors,
Key Managerial Personnel and senior management.
Comprehensive details regarding the number of meetings
held and the attendance record of each Committee
member are presented in the Corporate Governance
Report, which forms an integral part of this Annual Report.
The Board of Directors has also adopted a Nomination and
Remuneration Policy to guide the Committee in its
responsibilities. This policy outlines the criteria for
selection and evaluation of Directors and senior
management and the framework for determining their
remuneration. The policy is available on the Company''s
official website at www.prakash.com.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In accordance with the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the requisite
disclosures pertaining to the remuneration of Directors,
Key Managerial Personnel and other employees are
provided in Annexure 4 to this Report.

Further, pursuant to the stipulations under Section 197(12)
of the Companies Act, 2013, read with Rules 5(2) and 5(3)
of the aforementioned Rules, a separate statement
containing the names and other particulars of employees
who were in receipt of remuneration exceeding the
prescribed limits during the financial year is appended as
Annexure 4A to this Annual Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has constituted a dedicated Risk
Management Committee to identify, assess and mitigate
various risks associated with its business operations. The
Committee proactively evaluates risks related to plant
operations and maintenance, financial exposures,
regulatory compliance and other organizational aspects.
These risks are systematically reviewed and monitored on
an ongoing basis to enable timely and effective risk
mitigation measures.

The Company''s internal control framework is designed to
ensure the integrity of financial reporting, operational
efficiency and compliance with applicable laws,
regulations and internal policies. It includes well-defined
Internal Financial Controls that are periodically reviewed
and updated to align with the Company''s expanding scale
of operations and increasing business complexity.
Comprehensive details regarding the internal control
environment, its effectiveness and risk mitigation
initiatives are provided in the Management Discussion and
Analysis Report, which forms an integral part of this Annual
Report.

ANNUALRETURN

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.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a comprehensive Policy on Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at the Workplace, in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. This policy outlines the framework for addressing
issues related to sexual harassment and is designed to
ensure a safe, respectfuland inclusive work environment
for all employees, regardless of gender.

The policy is widely disseminated and readily accessible to
all employees and stakeholders through the Company''s
official website at www.prakash.com.lt provides a clear
mechanism for lodging complaints and ensures fair and
impartial inquiry procedures, while also emphasizing
prevention through awareness and sensitization
initiatives.

During the financial year 2024-25, the Company did not
receive any complaint under this policy. This reflects the
effectiveness of the Company''s preventive measures and
its continued commitment to upholding a culture of dignity,
respect and zero tolerance towards any form of
harassment in the workplace.

DISCLOSURE REQUIREMENTS
In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Corporate Governance Report, along with the Certificate
issued by the Practising Company Secretary on
compliance with Corporate Governance norms and the
Management Discussion and Analysis Report are
annexed to this Annual Report as Annexures 5, 5A, 5B,
and 5C, respectively.

The Company has instituted robust internal systems and
processes to ensure adherence to all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSl). These systems have been
thoughtfully structured are considered adequate and are
effectively functioning to maintain the highest standards of
corporate governance, transparency and regulatory
compliance across the organization.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (BRSR) forms an integral part of this Annual
Report. The BRSR provides a comprehensive overview of
the Company''s environmental, social and governance
(ESG) initiatives, reflecting its commitment to responsible
and sustainable business practices.

The report highlights the Company''s efforts towards
sustainability, stakeholder engagement, ethical conduct
and long-term value creation. It reinforces the Company''s
dedication to transparency, accountability and aligning its
operations with globally recognized ESG principles. The
BRSR is annexed herewith as Annexure 6.

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

In accordance with the requirements of the Companies
Act, 2013, the detailed particulars relating to the
conservation of energy, technology absorption, research
and development activities, as well as foreign exchange
earnings and outgo are annexed hereto as Annexure 7.
This comprehensive disclosure highlights the Company''s
ongoing commitment to sustainable practices, continuous
innovation and effective management of technology. It
also reflects our proactive approach to enhancing
operational efficiency while engaging with global markets
through prudent foreign exchange management.
ACKNOWLEDGMENTS

Your Directors wish to express their sincere and heartfelt
gratitude to all stakeholders, including our dedicated
employees, trusted business partners and the Company''s
bankers, for their unwavering support, steadfast
commitment and invaluable cooperation throughout the
financial year 2024-25. Their collective efforts have played
a pivotal role in enabling the Company to navigate
challenges and capitalize on opportunities for sustainable
growth.

We also extend our deepest appreciation to our esteemed
investors for the continued confidence and trust they have
reposed in the Company. This faith serves as a strong
foundation that motivates us to consistently pursue our
strategic objectives with integrity, innovation and
excellence.

The Directors acknowledge that it is through this
collaborative spirit and shared commitment that the
Company has been able to progress on its journey toward
creating long-term value for all stakeholders. We remain
dedicated to upholding the highest standards of corporate
governance, operational excellence and social
responsibility as we strive to realize our vision for the
future.

Thank you for being an integral part of our success story
and growth journey.

By Order of the Board

Place : New Delhi Sanjay Jain Vikram Agarwal

Dated : 23^rd May, 2025 Whole-time Director Managing Director
DIN 00038557 DIN:00054125

---

Mar 31, 2024

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.

FINANCIAL RESULTS

('' in Crores)

For the year		For the year
	ended	ended
31s	rt March,	31st March,
	2024	2023
Net Sales	3677.77	3443.75
Other Income	63.79	11.39
Total Income	3741.56	3455.14
EBITDA	556.43	424.57
Depreciation	152.80	151.74
Financial Expenses	57.46	82.35
Profit before exceptional items and tax	346.17	190.48
Exceptional Items 350.20 Less: Transferred from		—
General Reserve (350.20)	-	- -
Provision for Taxes (earlier year)	(2)	-
Profit after tax	348.17	190.48
Other Comprehensive Income	(4.90)	(0.50)
Total Comprehensive Income	343.27	189.98

PERFORMANCE

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 continued operational efficiencies.

FUTURE PROSPECTS

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 through sale of coal in open market.

DIVIDEND

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

ENVIRONMENT

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 efficiency and control of emission.

SAFETY

“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.

- Installed fire fighting facilities and fire hydrant systems, provided fire tenders, and a recruited team of highly 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.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

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

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

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 communities. These initiatives encompass a wide range of activities:

- 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 wellbeing 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.

Board Evaluation

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 fulfilling their responsibilities towards stakeholders.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

The details of the Board Meetings and other Committee Meetings convened throughout the financial year 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.

DECLARATION BY INDEPENDENT DIRECTORS

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.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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.

BOARD COMMITTEES

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, all 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.

DEPOSITS

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

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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 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 sufficient and effective in ensuring 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.

STANDALONE ACCOUNTS

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.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

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 1 34(3) (f) of Companies Act, 2013 are as follows:

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.

CHANGES IN CAPITAL STRUCTURE

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS [RPT]

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.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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 at www.prakash.com.

NOMINATION AND REMUNERATION POLICY

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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

ANNUAL RETURN

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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

DISCLOSURE REQUIREMENTS

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.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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.

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

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.

ACKNOWLEDGMENTS

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.

By Order of the Board

Place : New Delhi Sanjay Jain Vikram Agarwal

Dated : 17^th May, 2024 Whole-time Director Managing Director

DIN 00038557 DIN:00054125

---

Mar 31, 2023

DIRECTORS’ REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 42^nd 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.

FINANCIAL RESULTS

		('' in Crores)
For the year		For the year
	ended	ended
31	st March,	31st March,
	2023	2022
Net Sales	3443.75	3928.72
Other Income	11.39	8.48
Total Income	3455.14	3937.20
EBITDA	424.57	399.34
Depreciation	151.74	157.85
Financial Expenses	82.35	72.67
Profit before exceptional item and tax	190.48	168.82
Exceptional Items - Less: Transferred from		169.98
General Reserve -		169.98 -
Provision for Taxes	-	0.10
Profit after tax	190.48	168.72
Other Comprehensive Income	(0.50)	3.22
Total Comprehensive Income	189.98	171.94

PERFORMANCE

During the year under review, the Company achieved Net
Sales of '' 3443.75 crores as against '' 3928.72 crores in
the previous year. The EBITDA for the year was '' 424.57
crores as against '' 399.34 crores in the previous year,
up by 6.32% over the previous year. After providing for
interest, depreciation and tax, the profit after tax of the
Company also grew by 12.90% from '' 168.72 crores to
'' 190.48 crores resulting in EPS of '' 10.64 in the current
year.

During the year, the Global and Indian outlook continued
to remain uncertain due to the ongoing Russia-Ukraine
conflict and monetary policy tightening by major
economies in the world. Despite all these factors, the
Company was able to achieve growth in its operating
margin. The EBITDA margin grew from 10.16% to 12.33%
on YoY basis largely owing to lower coal cost on account
of higher supplies from Long Term Coal Linkages.

FUTURE PROSPECTS

The Company has long term coal linkages from Coal
India Ltd. in place which provide long term stability to
the operations and improve financial performance of the
Company.

Further, consequent to the grant of Vesting Order by the
Ministry of Coal for Bhaskarpara Commercial Coal Mine,
the Public Hearing for Environmental Clearance was
successfully conducted and the Mining lease is expected
to be executed in favour of the Company in FY 2024. The
Company expects to commence the coal extraction from
the mine soon thereafter. This mine shall go a long way in
enhancing the profitability of the Company.

DIVIDEND

After careful assessment of the available profit during the
financial year ended 31^st March, 2023, your Board have
not recommended any dividend for the financial year
ended 31^st March, 2023.

The Board has framed a Dividend Distribution Policy
which is available on the Company website at the link
www.prakash.com.

ENVIRONMENT

The Company always keep the Environment protection
and sustainable growth on top most priority and gives
the utmost importance to Environment, Legal & Statutory
requirements, Corporate Social Responsibility(CSR),
supply of quality products and ensuring the healthy and
Safe work environment for its employees. The Company
is committed to address all the Environmental, Quality,
Safety and Social concerns through its IMS Policy
and its effective implementation and adherence by all
the employees. The IMS policy is formulated with a
well structured and systematic approach for achieving
continuous improvement for sustainable development of
the organization. The Environmental considerations are
embedded into all business decisions & Processes during
its design stage itself. The Company continuously strives
to improve the Environmental performance by minimizing
the environmental impact by periodically reviewing the
Environmental policy & putting continuous efforts for a
clean Environment by Upgrading the equipments with
best Environmental protection technologies.

In addition to complying with all applicable environmental
laws, Company has taken following measures for a neat
& clean Environment:

- Strict adherence to environmental legislation.

- Installation of efficient and best in class Pollution
Control System to control Air & Water Pollution.

- For conservation of natural resources Coal char
generated from Sponge Iron Plant is used as fuel in
Captive Power Plant.Similarly metal recovered from
waste slag is reused in steel making to conserve
natural resources and energy. Other wastes of
Sponge Iron Division like Cooler Oversize and
Accretion Material is also being used in SAF Division
to conserve the natural resources.

- Effective management of Hazardous waste, Solid
waste, Bio-medical waste, Batteries Waste & E-waste
through authorized recyclers as per CPCB guidelines.

- Adoption of cleaner technologies to reduce the
consumption of fuel and water for plant Operations
and to Ensure Zero Liquid Discharge (ZLD) Status.

- Installation and effective implementation of Online
Continuous Emission & Effluent Monitoring Systems.

- Implementation of Energy conservation & Water
conservation plans to ensure the optimum use of
Energy and water in the plant Operations.

- Extensive green belt development program inside
& outside factory premises for ensuring the green
and clean work environment in and around the plant
premises.

SAFETY

The Company has always prioritized the “SAFETY” in all of
its operations. Company is committed to provide the Safe
and healthy work environment to ensure the safety of its
employees, contractors and the visitors through effective
implementation of IMS Policy, Providing all Safety PPE
and Gadgets, ensuring Safe working condition and
practices in the operations and Maintenance of various
equipments.

The Company aims to improve the health and safety
parameters, reduce the possible risks through people
participation, capability building & implementation of the
safety management systems in various processes.

The Company has developed Safety Standards, SOPs,
Safety Manual systems and procedures in accordance
to ISO-45001 which addresses the Employee Safety,
Occupational Health and Emergency Preparedness and
Hygiene.

The Company has a well structured system for periodically
review of safety policies, objectives and targets for
continual improvements through corrective and preventive
actions.

Some of the efforts being done by the Company to ensure
safety in the plant are as follows:

- Periodic review of safety policies, objectives and
targets for continual improvements through corrective
and preventive measures.

- Ensured safe and healthy working through “Zero
Accident” policy.

- Provided the Safety Induction Training and Work
related Safety Training to all employees & Contractor
employees on regular basis.

- Provided appropriate personal protective equipment to
all employees / contractors / visitors.

- Provided facilities for firefighting, fire hydrant system
& fire tenders and well trained Fire fighting team for
handling the emergencies.

- Adopted best industrial practices and highest standards
of safety in accordance with the requirements of
relevant statutory provisions.

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 since the
close of financial year i.e. since 31^st March, 2023 and to
the date of the report.

Further, it is hereby confirmed that there has been no
change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review there were no significant
and material orders passed by the Regulators/Courts
or Tribunals impacting the going concern status of the
Company and it’s operations in future.

DETAILS OF SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

The Company’s policy for determining material
subsidiaries is available at www.prakash.com.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

The Company transfered an amount of '' 300 Crores to its
general reserve.

CORPORATE SOCIAL RESPONSIBILITY AND
GOVERNANCE COMMITTEE

The Company’s’ approach towards Corporate Social
Responsibility (CSR) is to interweave social responsibility
of the Company into Company’s mainstream business
functions. CSR is an integrated part of the Company
Policy.

The Company is committed to bring a tangible change
in the lives of people living in the surroundings by giving
them employment opportunities, as well as by their socio-

economical development. All CSR initiatives are being
planned, executed and monitored by the Committee/
Board. The CSR programs are aligned with Govt.
mandate at Local and State Level and as per the specific
needs of the Community.

Some of the initiatives taken by the Company in field of
socio economical development, education & health are -

- Water resource management - provided drinking
water facilities, construction of drainage system,
construction of bathing place, deeping renovation of
ponds etc.

- Environmental improvements in nearby areas by
planting trees.

- Extensive Green belt development program, cleaning
roads, spreading awareness about Swachh Bharat,
water spraying on roads, encouraging Hygiene,
conservation of natural resources etc.

- Promotion of education - training & awareness
program extending support to children for their
education, provided different facilities for schools,
provided apprentices training to the nearby students
to increase their skill.

- Promoting preventive health care & medical camps,
medical aids and ambulance facility.

- Women empowerment through focused initiatives to
support them for their livelihood & improved life by way
of employment as well as trainings financial support to
Anganwadi Centers.

- Extending support in National, State & rural level
sports program & ensured active participation of
nearby Villages.

- Promotion of rural sports.

A Board level Committee of CSR has been constituted.
The details of membership of the Committee & the
meetings held are detailed in the Corporate Governance
Report, forming part of this Report. The Corporate Social
Responsibility Policy is available on the website of the
Company at the link www.prakash.com.

The Annual Report on Corporate Social Responsibility
activities is annexed to this report as Annexure 1.

BOARD EVALUATION

During the year, the annual evaluation of the performance
of the Board, its Committees and of individual Directors
has been made under the provisions of the Companies
Act 2013, 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 from
time to time.

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 Non-executive Directors.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee
Meetings held during the financial year 2022-23 with
regard to their dates and attendance of each of the
Directors thereat have been provided in the Corporate
Governance Report, which is part of annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations / confirmations
from all the Independent Directors of the Company as
required under Section 149(7) of the Act read with Rule
6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and Regulation 25(8) of the SEBI
Listing 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 Familiarization Programme for the Independent
Directors to familiarise them with the Company, their
roles, rights, responsibilities in the Company and nature
of the industry in which the Company operates. The
details of familiarisation programs held during the year
are available on the website of the Company at the link
www.prakash.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

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 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
Kanha Agarwal retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
reappointment.

Shri M.L Pareek resigned as Whole-time Director with
effect from close of business hours on 4^th July, 2022.

Shri Ashwini Kumar resigned as Company Secretary and
Compliance Officer of the Company with effect from close
of business hours on 24^th May, 2022.

Shri Arvind Mahla was appointed as Compliance Officer
of the Company with effect from 25^th May, 2022 and
further appointed as Company Secretary and Compliance
Officer with effect from 2^nd August, 2022.

The Board of Directors has appointed Shri Sanjay Jain
as additional Director [Whole time Director designated
as Director (Operations)] of the Company for the term
of 3 (three) consecutive years on Board of the Company
with effect from 2^nd August, 2022 and further members
approved the same on 28^th September 2022.

The Board of Directors has reappointed Shri Ved Prakash
Agarwal as Whole-time Director designated as Chairman
of the Company for the term of 5 (Five) consecutive years
on the Board of the Company with effect from 1^st April,
2023 subject to approval of members of the Company.

The Board of Directors has reappointed Dr. Satish
Chander Gosain as Independent Director of the Company
for the second term of 5 (Five) consecutive years on the
Board of the Company with effect from 13^thAugust, 2023
subject to approval of members of the Company.

BOARD COMMITTEES

All 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.

DEPOSITS

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

TRANSFERS TO THE 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 of dividend becoming unpaid / unclaimed. Further,
according to the Rules, the shares in respect of which
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.

The Company has transferred such unpaid or unclaimed
dividends and corresponding shares to IEPF, up to
the financial year ended 31^st March, 2014 after due
compliances.

Members/claimants whose shares and/or unclaimed
dividend, have been transferred to the IEPF Demat
Account or the Fund, as the case may be, may claim

the shares or apply for unclaimed dividend by making
an application to the IEPF authority in Form IEPF-5
(available on http://www.iepf.gov.in) along with requisite
fee as decided by the IEPF authority from time to time.

Details of shares/members in respect of which dividend
has not been claimed, are available on our website at
www.prakash.com. The members are encouraged to
verify their records and claim their dividends of all the
earlier seven years, if not claimed.

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.

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended
31^st March, 2023 have been prepared in accordance
with Indian Accounting Standards (Ind AS) notified under
the Companies (Indian Accounting Standards) Rules,
2015 together with the comparative period data as at 31^st
March, 2023 and for the previous year ended 31^st March,
2022.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Board of Directors have appointed M/s Chaturvedi
& Co., Chartered Accountants, (FRN:302137E) as

Statutory Auditors of the Company for a term of five
years beginning from 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 one qualified opinion and the explanations of
Board with respect to it in pursuant to section 134(3)
(f) of Companies Act, 2013 is as follows:

Explanations to note on Basis for Qualified opinion of
Independent Auditors Report

- The net deferred tax liability computed in terms
of Ind AS-12 “Income Tax” amounting to ''2905
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

Pursuant to the provisions of 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, Practicing Company
Secretary to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed
herewith as Annexure 2 in prescribed format MR- 3
as per Companies Act, 2013 and under SEBI Listing
Regulations.

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 16^th May, 2023 has appointed M/s. Rakshit
& Associates, (FRN:101951) 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 your ratification of the remuneration
of Cost Auditors, is included in the Notice convening
the 42^nd AGM of the Company

CHANGES IN CAPITAL STRUCTURE

There was no change in the authorised capital and paid
up capital structure of the Company during the financial
year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans, guarantees, investments made and
securities provided by the Company pursuant to Section
186 of the Companies Act, 2013, if any, are given in the

notes to the financial statements, which form part of the
Annual Report.

RELATED PARTY TRANSACTIONS [RPT]

All the Related Party Transactions entered during the
year were in the ordinary course of business and on
arm’s length basis and in compliance with the applicable
provisions of the Companies Act, 2013 and Listing
Regulations. There are no materially significant related
party transactions made by the Company with its
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict
of interest with the Company at large. All the related
party transactions are presented to the Audit Committee
and the Board. Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature.

A statement of all related party transactions is presented
before the Audit Committee on quarterly basis, specifying
the terms & conditions of the transactions.

The Policy on materiality of related party transactions and
dealing with related party transactions are available on
the Company’s website at www.prakash.com.

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 is attached as Annexure 3.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10)
of the Act and the SEBI Listing Regulations, 2015,
a Vigil Mechanism and Whistle Blower Policy for
Directors, employees and other stakeholders to report
genuine concerns has been established. The same
is also uploaded on the website of the Company at
www.prakash.com.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration
Committee of Directors. Members of said Committee
are Non-executive and Independent Directors. The
Committee met twice during the year. Details of the role
and responsibilities of the Committee, the particulars
of meeting(s) held and attendance of the Members at
such meeting(s) are given in the Corporate Governance
Report.

The Board has framed a Nomination and Remuneration
policy which is available on the Company website at the
link www.prakash.com.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are provided as Annexure 4 to this Report.

In terms of the provisions 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 statement showing
the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the
said rules forms part of this Annual Report and is attached
as Annexure 4A.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has set up a Risk Management Committee.
The Committee assessed various risks pertaining to
Operations & Maintenance of Plants, financial and other
organizational risks which are assessed, evaluated and
continuously monitored for taking effective steps.

The Company’s internal control procedures includes
internal financial controls, ensure compliance with various
policies, practices and statutes and keeping in view the
organization’s pace of growth and increasing complexity
of operations. Details of internal control system and its
adequacy are furnished in “Management Discussion &
Analysis Report”, forming part of this Report.

ANNUAL RETURN

The copy of draft Annual Return as required under
Section 92(3) and Section 134(3)(a) of the Act has
been placed on the website of the Company at
www.prakash.com.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a policy on prohibition, prevention and
redressal of Sexual Harassment of women at work place
and matters connected therewith, which is available on
website of the Company at www.prakash.com. During the
financial year 2022-23, no complaint was received under
this policy.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate
Governance Report with the Practising Company
Secretary’s Certificate and Management Discussion
and Analysis are attached as Annexure 5, 5A, 5B and
5C. The Company has devised proper systems to
ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT :

The Business Responsibility & Sustainability Report
as required under Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, describing the initiatives taken by the
Company from an environmental, social and governance
perspective, form an integral part of this Annual Report
and annexed hereto as Annexure 6.

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

The particulars relating to conservation of energy,
technology absorption, research & development and
foreign exchange earnings and outgo, as required to be
disclosed under the Act are annexed as Annexure 7.

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

Place : New Delhi Sanjay Jain Vikram Agarwal

Dated : 16^th May, 2023 Whole-time Director Managing Director

DIN 00038557 DIN:00054125

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 37^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, 2018.

FINANCIAL RESULTS

(Rs, in Crores)

	For the year ended 31st March, 2018	For the year ended 31st March, 2017
Net Sales	2934.81	2173.50
Other Income	14.81	3.32
Total Income	2949.62	2176.82
EBITDA	595.89	264.50
Depreciation	120.94	103.03
Financial Expenses	86.61	73.07
Profit before exceptional item and tax	388.34	88.40
Provision for Taxes	2.09	7.40
Profit after tax	386.25	81.00
Other Comprehensive Income	(2.39)	(2.65)
Total Comprehensive Income	383.86	78.35

PERFORMANCE

During the year under review, the Company''s Net Sales revenue grew by 35% to Rs, 2935 crores as against Rs, 2174 crores in the previous year. The EBITDA for the year was Rs, 596 crores in comparison to Rs, 265 crores in the previous year reflecting a growth of 125%. After providing for interest, depreciation and tax, the profit after tax of the Company grew by more than 390% to Rs, 384 crores as against Rs, 78 crores in the previous year, which resulted in EPS of Rs, 25.58 in the current year as against Rs, 5.97 in the previous year.

OPERATIONAL REVIEW

Your Directors have immense pleasure in informing that the performance of the Company, both financial and operational, has attained phenomenal growth during the year under review on account of operational efficiency, higher production volumes and better sales realization. The operating margins have jumped to 20% against 12% in the previous year. During the year, the Company expanded its Sponge Iron capacity by setting up an additional Rotary kiln of 0.20 Mn tonnes per annum, thereby enhancing the total capacity to 1.00 Mn tonnes per annum. Alongwith the kiln, the Company also added 15 MW power co-generation capacity during the year. In the Steel Melting Shop, the Company set up new furnaces and also modernized some of the existing furnaces with energy efficient furnaces during the year.

Further, as a step towards efficient raw material management, the Company has been able to secure Long term supply arrangements with its suppliers for the key inputs i.e. coal and iron ore at stable prices.

The performance of the Rigid PVC Pipe division was also satisfactory during the year under review. The division achieved highest ever production during the year. In view of the huge unrealized growth potential in the PVC Pipe industry, the Company is doubling its production capacity by next year.

FUTURE PROSPECTS

The steel industry in the country is witnessing a major uptrend with ever growing gaps in demand and supply. To exploit and take advantage of the situation, the Company has taken up expansion plan to increase its steel capacity from 1 Mn tonnes per annum to 3 Mn tonnes per annum in a phased manner over the next 5 years at its Integrated Steel Plant in Chhattisgarh. In this direction, the Company is enhancing its capacity in Sponge Iron by 0.40 Mn tonnes per annum alongwith related expansion in the steel melting shop this year. Further, in order to achieve next level of integration in its operations, the Company is making all its efforts to open its Sirkaguttu Iron Ore Mine in the state of Odisha in the first quarter of the current financial year. Also, the Kawardha iron ore mine allotted to the Company in the state of Chhattisgarh is expected to be operational by next year. In addition, the Company is also setting up a Private Railway Siding at its plant. These events shall boost the performance quotient of the Company to a significant extent in the coming years.

In the PVC Pipes division, in addition to doubling its production capacity of PVC Pipes and fittings by next year, the Company has strategically ventured into Flexible Plastic Packaging business, which will manufacture high performance barrier films and laminates that find application in packaging of food, beverages, oil, personal care and pharmaceutical products. The production is expected to commence by June, 2018.

As regards the demerger of the PVC Pipe division, the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) have conveyed their consent to the Draft Scheme of Arrangement and other clearances are in progress.

DIVIDEND

After careful assessment of the available profit during the financial year ended 31^st March, 2018, your Directors have not recommended any dividend for the financial year ended 31^st March, 2018.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

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. Further, the Company is also committed to maintain Zero Discharge pattern by installing Effluent Treatment and Sewage Treatment Plant, Continuous Emission Monitoring System and setting up well equipped Environmental Laboratory for Air, Water and practicing hazardous waste and solid waste management.

Corporate Social Responsibility (CSR) has also been an integral part of the Company''s business since inception. The Company''s initiatives towards fulfilling its Corporate Social Responsibility include providing safe drinking water facilities around its plants, conducting training programs for promotion of vocational skills and environmental sustainability, promoting health care programs, maintaining sports and recreational facilities and generating employment opportunities for local people.

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 of the Company to which the financial statements relate 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 are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2017-18.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The statement containing the salient features of the Financial Statements of the Company''s subsidiaries/ joint ventures/ associate companies of the Company is given in Form AOC - 1 along with financial statement.

Prakash Pipes Ltd become wholly owned subsidiary company during the financial year ended 31^st March,2018. The Company''s policy for determining material subsidiaries is available at www.prakash.com.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

The Company had not carried any amount to any reserve from its Profit & Loss account for the current financial year.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The details of CSR activities during the year are given in the Annexure I to this report.

BOARD EVALUATION

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out 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 from time to time.

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 Non-executive Directors.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2017-18 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 Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing 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, business model etc.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

i) Shri M.L. Pareek, Chief Executive Officer

ii) Shri P.L. Gupta, Chief Financial Officer

iii) Shri Ashwini Kumar, Company Secretary

Pursuant to Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Remuneration and other details of Key Managerial Personnel and other employees for the year ended 31^st March, 2018 are annexed to this report.

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

Dr. S. L. Keswani resigned as Independent Director of the Company w.e.f. 26 September 2017. Shri Sunil Kumar has joined as Independent Director of the Company w.e.f. 26^t December 2017.

BOARD COMMITTEES

All 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.

FIXED DEPOSITS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act,2013, ("the Act") to the extent applicable to the Company; on historical cost convention; as a going concern and on accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors 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. The Board of Directors 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. The Board of Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31, 2018 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended March 31, 2017.

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The Company''s Auditors, M/s Chaturvedi & Co., Chartered Accountants, (FRN:302137E), were appointed as the Statutory Auditors of the Company for a period of five years at the 35th Annual General Meeting of the Company, up to the conclusion of the 40th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, 2015 the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

Explanations response to Point (4) of Independent Auditors Report

The net deferred tax liability computed in terms of Ind AS-12 "Income Tax" amounting to '' 2741 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.

In case the Company is not able to utilise Minimum Alternate Tax (MAT) credit within the time limit prescribed under the Income Tax Act, the same is set off against the retained earnings as Tax credit pertains to an earlier year..

Observations other than above made by the Statutory Auditors in their report for the Financial year ended 31^st March, 2018 read with the explanatory notes therein 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 Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pradip Kumar Muduli, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Cost Auditors

The Board of Directors has appointed M/s Rakshit & Associates, (FRN : 101951), Cost & Management Accountants on the recommendation of the Audit Committee, for auditing the cost records of the Company for the Financial Year 2018-19.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, appropriate resolution seeking your ratification of the remuneration of M/s Rakshit & Associates, (FRN : 101951), Cost & Management Accountants, as Cost Auditors, is included in the Notice convening the 37^th AGM of the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2017-18, your Company had allotted 13673455 Equity Shares fully paid-up of the face value of Rs, 10 per share at a premium of Rs, 50 per share and 4163750 Equity Shares fully paid-up value of Rs, 10 per share at a premium of Rs, 90 per share after receiving of Conversion Notices from various FCCB holders. Accordingly, the paid-up Equity Share Capital of the Company increased from Rs, 139.05 crores to Rs, 156.88 crores post the conversion of FCCBs into Equity Share during the financial year 2017-18. Further the Company had issued new 24.3 million USD 5.95% FCCBs due on January 15, 2023 in lieu of its outstanding obligations on the 5.25% April 2015 FCCBs.

During the financial year 2017-18, your Company had made preferential issue and allotted 9896278 Convertible Equity Warrants to Promoters.

SCHEME OF ARRANGEMENT FOR DEMERGER

During the year, the Board of Directors at its meeting held on August 24, 2017 approved the Scheme of Demerger between Prakash Industries Ltd. (Demerged Company) and Prakash Pipes Ltd. (Resulting) Company, which is the wholly owned Subsidiary of the Company and their respective members and creditors. The Hon''ble National Company Law Tribunal, at Chandigarh vide its order dated April 11, 2018, ordered to convene the meeting of Shareholders, Secured Creditors and Unsecured Creditors on June 2, 2018 to approve the Scheme of Demerger.

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 [RPT]

The Company, during the financial year, entered into contracts or arrangements with related parties, which were in the ordinary course of business and on arm''s length basis. These transactions are not falling under the provisions of Section 188(1) of the Act. Prior omnibus approval is obtained for RPT''s which are of a repetitive nature and entered in the ordinary course of business and are at arm''s Length. All RPT''s are placed before the Audit Committee for review on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions are available on the Company''s website at the link at http://www.prakash.com/ policy-related-party-transactions.

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 is 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 behaviour in all its operations, the Company has adopted a ‘Whistle Blower Policy''. The details of the Vigil Mechanism and Whistle Blower Policy are available on the website of the Company.

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 Act, Listing Regulations, 2015 or other applicable laws.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of overseeing various strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. There is an overarching Risk Management Policy in place that was reviewed and approved by the Board. The Corporate Governance Report, which forms a part of this Report, contains the details of Risk Management Committee. The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^s March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report and is attached as Annexure V.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure V to this report.

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. During the financial year ended 31^st March, 2018, no complaint pertaining to sexual harassment was received by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretary 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 VI 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 and annexed as Annexure VII.

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.

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

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as Annexure VIII to this report.

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

Place : New Delhi P. L. Gupta Vikram Agarwal

Dated : 30^th April, 2018 Whole-time Director Managing Director

DIN:00048868 DIN:00054125

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Mar 31, 2017

Dear Shareholders,

The Directors present the 36^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2017.

FINANCIAL RESULTS

(Rs. in Crores)

	For the year	For the year
	ended	ended
	31st March,	31st March,
	2017	2016*
Gross Sales	2414.80	2281.20
Other Income	3.32	4.81
Total Income	2418.12	2286.01
EBIDTA	264.50	194.65
Depreciation	103.03	101.81
Financial Expenses	73.07	69.45
Profit before exceptional item	88.40	23.39
and tax
Provision for Taxes	7.40	0.01
Profit after tax	81.00	23.38
Other Comprehensive Income	(2.65)	(3.41)
Total Comprehensive Income	78.35	19.97
Balance brought forward	22.20	9.51
	100.55	29.48
MAT Credit reversal	17.09	7.28
Carried over to next year	83.46	22.20

* Figures are re-grouped as per IND-AS

PERFORMANCE

During the year under review, the Company has achieved Gross sales revenue of Rs.2415 crores as against Rs.. 2281 crores in the previous year. The EBIDTA for the year was Rs.265 crores in comparison to Rs. 195 crores in the previous year reflecting a growth of more than 35%. After providing for interest, depreciation and tax, the profit after tax of the Company jumped 3.5 times to Rs.81 crores as against Rs.23 crores in the previous year.

OPERATIONAL REVIEW

Your Directors have pleasure in informing that the performance of the Company has attained turnaround during the year under review. The production volumes in the steel segment have been higher by 15% and backed by various cost control majors undertaken by the Company, the operating margins have improved to 12 % against 9% in the previous year. During the year, the Company enhanced its Steel Melting Shop capacity by installing new furnaces and modernizing & replacing some of the existing furnaces with energy efficient furnaces. The steel capacity of the Company is now close to 1 million MT per annum and the Company is now geared to meet the demand growth in the industry. The Company successfully completed expansion of its sponge iron capacity by setting up one more Rotary Kiln which has since commenced production. The full performance impact of capacity expansion will be visible in the current financial year. The Company has also recommissioned its structural mill at Raipur for manufacture of heavy and medium structural’s which will have a more diversified product mix.

Further, as a step towards securing the supplies of its key inputs, the Company has obtained coal linkages and executed Fuel Supply Agreement (FSA) with Coal India Ltd. for its steel and power operations for a period of 5 years and the supplies under the FSAs have already commenced.

The performance of the Rigid PVC Pipe division was also satisfactory during the year under review. The division achieved record production during the year. Encouraged by the growth trajectory witnessed in the PVC Pipe industry, the Company has undertaken capacity expansion in the division, which is in advanced stage of implementation.

FUTURE PROSPECTS

The Company continues to focus on its objective to enhance and balance the capacities in its steel and power businesses in order to optimize its integration level. In this direction, the fifth Sponge Iron Rotary Kiln has been successfully commissioned. With this, the Company has become self-reliant with respect to its requirement of Sponge Iron in its Steel Melting Shop Division. The new Rotary Kiln has also enhanced the power generation capacity by additional 15 MW through the Waste Heat Recovery route by harnessing the effluent gases of the Kiln. The Company is also taking steps to further modernize its existing steel furnaces by setting up new energy efficient furnaces. Further the Sirkaguttu Iron Ore Mine was allotted to the Company in the state of Odisha and the Company has already executed the mining lease with the State Government during the last quarter of the financial year under review and the mine is expected to be operational in the current year, which shall improve the performance quotient of the Company to a significant extent. Considering capacity expansion in the steel and power segments, the production volumes are expected to grow by over 30% in the current financial year which is likely to translate to higher sales and profitability.

In view of the colossal growth prospects in PVC Pipes business, the Board of your Company has decided to demerge the PVC Pipe business into a separate entity, which shall enable the business to grow independently with focused vision, strategies and operations, and also contribute significantly towards unlocking the potential value of the business for the shareholders in the coming times.

DIVIDEND

After careful assessment of the available profit during the financial year ended 31^st March, 2017, your Directors have not recommended any dividend for the financial year ended 31^st March, 2017.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

Your Company has always believed in an integrated approach for embedding environment in sustainable business goals & has continually focussed on an effective Environmental Management System. The Company has integrated the environmental concerns and decision making towards achieving its goals. It has taken effective steps to spread environmental awareness among its employees and has always encouraged them to work in an environmentally responsible manner to fulfill the environmental commitment of the Company towards its clients, customers & the public. Company has insisted on consistent improvement in the environmental performance by minimizing the social impact and damage to environment by periodically reviewing the environmental policy of the Company in light of its current and planned future activities. Some of the key areas towards fulfillment of its environmental responsibility are management of natural resources, energy management, carbon emission reduction, conservation of water resources & waste management. The Company is committed to provide a safe and healthy workplace to its employees by operating in compliance with all relevant environmental legislation and by adopting the environmental best practices. In addition to complying with all applicable environmental laws and regulation, the Company is committed to maintain ''Zero'' discharge pattern by installation of Effluent Treatment Plant & Sewage Treatment Plant, installation of Continuous Emission Monitoring System to monitor pollution level, setting up well equipped Environmental Laboratory for Air & Water and practicing hazardous waste & solid waste management. Corporate Social Responsibility (CSR) is another integral part of the Company''s business since inception. The Company''s initiatives towards fulfilling its Corporate Social Responsibility includes promoting education facilities, developing primary health centers, providing medical aid, maintaining sports hub, places of worship, generating employment opportunities for the local people, recreation facilities and emphasis on plantation etc.

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 of the Company to which the financial statements relate 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 are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2016-17.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No Company has become or ceased to be its subsidiary, joint venture or associate company during the financial year ended 31^st March,2017. The Company''s policy for determining material subsidiaries is available at www.prakash.com.

AMOUNT CARRIED TO ANY RESERVE (IF ANY)

The Company had not carried any amount to any reserve from its Profit & Loss account for the current financial year.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

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

The details of CSR activities during the year are given in the Annexure I to this report.

BOARD EVALUATION

The Board of Directors have laid down the manner for carrying out an annual evaluation of its own performance, its various Committees and individual directors pursuant to the provisions of the Act and relevant Rules and the Corporate Governance requirements are in compliance with Regulation 17 of Listing Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc. The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as transparency, analytical capabilities, performance, leadership, ethics and ability to take balanced decisions regarding stakeholders etc.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2016-17 are given in the separate section of Corporate Governance Report.

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 Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations. 2015”) .

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

i) Shri M.L. Pareek, Chief Executive Officer

ii) Shri P.L. Gupta, Chief Financial Officer

iii) Shri Ashwini Kumar, Company Secretary

Pursuant to Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Remuneration and other details of Key Managerial Personnel and other employees for the year ended 31^st March, 2017 are annexed to this report.

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

BOARD COMMITTEES

All 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.

FIXED DEPOSITS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act,2013, (“the Act”) to the extent applicable to the Company; on historical cost convention; as a going concern and on accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.

II. The Board of Directors 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. The Board of Directors 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. The Board of Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

V. The Board of Directors 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 Company''s Auditors, M/s Chaturvedi & Co., Chartered Accountants, (FRN : 302137E), were appointed as the Statutory Auditors of the Company for a period of five years at the 35^th Annual General Meeting of the Company, upto the conclusion of the 40^th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. As required under Regulation 33 of the Listing Regulations, 2015 the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

Explanations response to Point (a) of Independent Auditors Report

The net deferred tax liability computed in terms of Ind AS-12 "Income Tax" amounting to Rs.236 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.

Explanations response to Point (b) of Independent Auditors Report

The Company had restructured Foreign Currency Convertible Bonds (FCCB) of US $ 35.70 mn as per terms accepted by FCCB holders. The Company has partly paid interest on the same up to 30^th September, 2015. The Company has initiated discussions with the bondholders for waiver of the interest and restructuring of these FCCB for further period of five years, which is in advanced stage. Accordingly, no provision of interest has been made in the books of accounts on these FCCB towards unpaid interest dues and matured FCCB of Rs.15756 Lakhs are continued to be shown as "Non-Current Liabilities"

Explanations response to Point (c) of Independent Auditors Report

Considering the future profitability and taxable position in the subsequent years, the Company has recognized Minimum Alternate Tax (MAT) credit as an asset by crediting the Statement of Profit & Loss and including the same under "Other Non-Current Assets. In case the Company is not able to utilize this credit within the time limit prescribed under the Income Tax Act, the same is set off against the retained earnings as tax credit pertains to an earlier year.

Observations other than above made by the Statutory Auditors in their report for the Financial year ended 31^st March, 2017 read with the explanatory notes therein 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 Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Pradip Kumar Muduli, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure II". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Cost Auditor

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the Shareholders in the 36^th Annual General Meeting, M/s. Rakshit & Associates, Cost and Management Accountants, to conduct the audit of the cost accounting records for financial year 2017-18

CONVERISON OF FCCB IN TO EQUITY CAPITAL

During the financial year 2016-17, your Company had allotted 4557817 Equity Shares fully paid-up of the face value of Rs.10 per share at a premium of '' 50 per share after receiving of Conversion Notices from various FCCB''s holders. Accordingly, the paid-up Equity Share Capital of the Company increased from Rs.134.49 crores to Rs.139.05 crores post the conversion of FCCB into Equity during the financial year 2016-17.

The Board has approved the issue of New FCCBs with a tenure of 5 years 1 day in lieu of all its outstanding obligations on the 5.25% April 2015 FCCBs subject to all necessary approvals and compliances.

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 in the ordinary course of business and on arm''s length basis. These transactions are not falling under the provisions of Section 188(1) of the Act. Prior omnibus approval is obtained for RPT''s which are of a repetitive nature and entered in the ordinary course of business and are at arm''s Length. All RPT''s are placed before the Audit Committee for review on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions are available on the Company''s website at the link at http://www.prakash.com/ policy-related-party-transactions.

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 is attached as Annexure III.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has implemented the Whistle Blower Policy to ensure greater transparency in all aspects of the Company''s functioning. The objective of the policy is to build and strengthen a culture of transparency and trust in the Company and to provide employees with a framework/procedure for responsible and secure reporting of improper activities (whistle blowing) and to protect employees wishing to raise a concern about improper activity/serious irregularities within the Company .The details of the Vigil Mechanism and Whistle Blower Policy are available on the website of the Company.

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 Act, Listing Regulations, 2015 or other applicable laws.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management.

RISK MANAGEMENT

The Risk Management Committee of the Board has defined roles and responsibilities, which includes reviewing and recommending of the risk management plan, and reviewing and recommending the risk management report for approval of the Board with the recommendation by the Audit Committee. The Company''s internal financial controls and risk management systems are assessed by the Audit Committee.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report and is attached as Annexure V

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure V to this Report.

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

It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. 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 there under for prevention and redressal of complaints of sexual harassment at workplace. During the year ended 31^st March, 2017, no complaints pertaining to sexual harassment was received by the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Practicing Company Secretary 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 with report as Annexure VI.

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 and annexed as Annexure VII.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an Internal Control System, which is commensurate with the size, scale, scope and complexity of its operations. To maintain its objectivity and independence, an independent firm of Chartered accountants has been appointed as the Internal Auditors, who report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in your Company, its compliance with operating systems, accounting procedures and policies at all locations of your Company. Based on the report of the Internal Auditors placed before the Audit Committee, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The internal controls have been reported by the Auditors to be adequate and effective during the year.

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

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as Annexure VIII to this report.

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

Place: New Delhi P. L. Gupta Vikram Agarwal

Dated: 22^nd May, 2017 Whole-time Director Managing Director

DIN:00048868 DIN:00054125

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Mar 31, 2015

Dear Shareholders,

The Directors present the 34th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs.in Crores)

For the year ended For the year ended 31st March, 2015 31st March, 2014

Net Sales & Other Income 2844.13 2,600.14

EBIDTA 417.62 379.18

Depreciation 95.79 115.06

Financial Expenses 60.73 57.83

Expenses Amortised 2.70 2.70

Profit before exceptional item and tax 258.40 203.59

Exceptional Item 249.06 -

Provision for Taxes - 32.42

Excess Tax Provision for Earlier

Years Written Back - 1.99

Profit after tax 9.34 173.16

Balance brought forward 23.71 16.29

33.05 189.45

Transfer to General Reserve - 150.00

Proposed Dividend - 13.45

Tax on Dividend - 2.29

Depreciation on transition to schedule II of the Companies Act, 2013 20.69 -

Carried over to next year 12.36 23.71

PERFORMANCE

During the year under review, the net sales revenue of the Company was Rs. 2844 crores as against Rs. 2600 crores in the previous year. The operating EBITDA for the year increased to Rs. 418 crores from Rs. 379 crores in the previous year indicating a growth of 10%. After providing for financial expenses, depreciation and expenses amortised, the Profit before exceptional item and tax was Rs. 258 crores during the year under review as against Rs. 204 crores in the previous year.

OPERATIONAL REVIEW

Your Directors are pleased to inform you that the performance of the Company has achieved all round growth during the year. The entire chain of integrated steel operations performed satisfactory and the Sponge Iron, Power, Steel melting shop and Ferro Alloys Division achieved highest ever capacity utilisation. Encouraged with the performance of the Ferro Alloys division, the Company further added new capacities in the division during the year. Also, during the year, the Company modernized its Steel Melting Shop by replacing some of the existing furnaces with more energy efficient furnaces, which has resulted in substantial cost savings and higher efficiency.

In the finished steel segment, the Company continued with its concerted efforts to expand its customer base by taking steps to enhance the awareness and accessibility of the products. Availability of iron ore has improved significantly during the year leading to correction in the iron ore prices, which resulted in substantial cost reduction in the operations. The operations of Captive coal mine were stable with uninterrupted production during the year, however, in terms of the order dated 24th September, 2014 passed by the Hon'ble Supreme Court cancelling the allotment of all captive coal mines allotted since 1993 and putting them under the auction route, the Chotia Coal Mine of the Company , which was operational for past more than eight years, was also cancelled . Rigid PVC Pipes division also performed satisfactory during the year.

FUTURE PROSPECTS

The Company has always focused on its approach to achieve full integration at all intermediary product levels throughout its chain of steel operations by augmenting and balancing its existing capacities. The Company has already taken up the implementation of an additional sponge iron Kiln, which is underway. The Company is modernizing further its steel melting shop by replacing some of the existing furnaces with higher capacity energy efficient furnaces. Modernisation of existing furnaces and addition of new furnaces is also underway in the Ferro Alloys Division. In addition, the company is also setting up Private Railway Siding at its Champa plant, which shall result in significant savings to the company in terms of freight cost, reduction in wastages and maintaining uninterrupted supplies of critical inputs like iron ore and coal. These expansion and cost reduction plans will make significant contribution to the profitability and long term sustainability of the business. Although, the Chotia coal mine was cancelled during the year in terms of the order of the Hon'ble Supreme Court, the Company is of the view that the improved availability of coal and softening of its prices worldwide shall make up for the loss to a reasonable extent in the times to come. With a stable and forward looking government, the infrastructure industry is expected to receive major spending in the coming years, which will lead to substantial boost for demand of steel products. As regards the status of the iron ore mines allotted to the Company in the states of Chhattisgarh and Orissa, the Company is making all its efforts to make these mines operational at the earliest.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

The Company continues to focus on its approach to be exemplary, not only in terms of financial performance, but also by setting rich corporate social responsibility standards for itself. Your Company understands that all organizations operate in social environment and Corporate Social Responsibility (CSR) is the mode through which corporates can repay the obligations which the society has made by contributing the resources in its various forms as required for the efficient operation of the Business. We believe that organizations should make decisions based not only on financial factors, but also on the social and environmental consequences.

The Company strictly adheres to its policy to minimize the environmental impact that may be associated with any of its activities. The Company continuously aims at improving efficiency conserving natural resources and reducing waste and emissions by undertaking CDM (Clean Development Mechanism) projects and to evolve itself into an environment friendly organisation. Company has its Corporate Environment Policy to regulate environmental activities and an Environment Management System (EMS) to ensure optimal utilisation of the resources on one hand and minimising pollution on the other.

The Company is a firm believer that the growth and development of the community in and around its locations is prerequisite for its progress. The Company has adopted villages in the surrounding areas and it grants regular assistance to the educational and social institutions in these villages for the economic upliftment of the locals.

The Company also organizes non-formal educational programs in the surrounding areas on a regular basis. Company is continually involved in developing recreational and infrastructure facilities in its close vicinity.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility and Governance Committee (CSR & G Committee) comprising Dr. S. L. Keswani, as Chairman and Shri K C Mehra, Shri Kanha Agarwal, Smt Purnima Gupta and Shri Vikram Agarwal as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The details of CSR activities during the year are given in the annexure to this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors (including non executive and independent Directors) individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The Independent Directors are regularly updated on industry and market trends, plant and process and operational performance of the Company through presentations in this regard. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as Directors and relevant laws.

DIRECTORS

The Company has received declarations from all the Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing agreement confirming that they meet the criteria of independence as prescribed. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year Shri Pankaj Chaturvedi and Smt. Purnima Gupta joined the Board as Independent Directors and Shri Kanha Agarwal as Director of the Company w.e.f. 25 May, 2014. The members approved appointments of said Directors of the Company at the 33rd Annual General Meeting held on 24th September, 2014.

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

i) Shri M.L. Pareek, Chief Executive Officer

ii) Shri P.L. Gupta, Chief Financial Officer

iii) Shri Manoj Aggarwal, Company Secretary

Pursuant to Section 134(3)(q) read with Rule 5 of Companies (appointment and Remuneration of Managerial Personnel) Rules 2014, the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended 31st March, 2015 are annexed to this report.

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

BOARD COMMITTEES

All Committees of the Board of Directors are constituted and rechristened, wherever needed, in line with the provisions of the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock Exchanges.

FIXED DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2015 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 the 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 are adequate and operating effectively

AUDITORS & AUDITORS REPORTS

i) Statutory Auditors

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein 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. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s Chaturvedi and Partners, Chartered Accountants, were appointed as Auditors of the Company for tenure of three years i.e. from the conclusion of 33rd Annual General Meeting till the conclusion of the 36th Annual General Meeting to be held in the year 2017 of the Company. However, this appointment is subject to ratification by members at every Annual General Meeting held after appointment during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing Annual General Meeting.

ii) Secretarial Auditor

The Board had appointed Ms. Reetika Gupta, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Cost Auditor

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 33rd Annual General Meeting, M/s. Rashit & Associates Cost and Management Accountants, to conduct the audit of the cost accounting records for financial year 2014-15. The Cost Audit Report for financial year 2013-2014 for audit of Cost accounting records has been duly filed with the Ministry of Corporate Affairs.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on related party transactions is also available on the website of the Company www.prakash.com.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY The Company has a Vigil Mechanism and Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism and Whistle Blower Policy are available on the website of the Company.

REMUNERATION POLICY

On the recommendation of Nomination & Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Remuneration Policy are available on the website of the Company.

RISK MANAGEMENT

As a policy the Company has identified key risk concern/areas. The assessment of each risk area has been done on quarterly basis. Following are the concern areas of the Company:

Market Related Risk: related to mainly demand, realisation and redundancy of the product.

Production related Risk: related to mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement.

The Board and the Audit Committee takes note of the Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013. Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached as annexure to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as annexure to this Report.

Your Directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

As required under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as annexure to this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

APPRECIATION

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

By Order of the Board

Place : New Delhi P. L.Gupta Vikram Agarwal

Dated : 25th May, 2015 Whole-time Director Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors present the 33rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Crores) For the year ended For the year ended 31st March, 2014 31st March, 2013

Net Sales & Other Income 2,600.14 2,513.37 EBIDTA 379.18 328.68 Depreciation 115.06 103.67 Financial Expenses 57.83 55.33 Expenses Amortised 2.70 2.70

Profit before tax 203.59 166.98

Provision for Taxes 32.42 2.09 Excess Tax Provision for Earlier Years Written Back 1.99 - Profit after tax 173.16 164.89 Balance brought forward 16.29 17.14

189.45 182.03

Transfer to General Reserve 150.00 150.00 Proposed Dividend 13.45 13.45 Tax on Dividend 2.29 2.29 Carried over to next year 23.71 16.29

PERFORMANCE

During the year under review, the Company has achieved net sales revenue of Rs. 2,600 crores as against Rs. 2,513 crores in the previous year. The operating EBITDA for the year stood at Rs 379 crores as compared to Rs. 329 crores of previous year showing a growth of 15%. After providing for interest, depreciation and tax, the net profit of the Company stands at Rs. 173 crores during the year under review.

DIVIDEND

The Board has recommended dividend of 10% i.e. Rs. 1 per equity share on 13,44,88,514 equity shares of Rs 10 each of the Company for the year ended 31st March, 2014, subject to the approval of the Members at the ensuing Annual General Meeting.

OPERATIONAL REVIEW

Your Directors have pleasure in informing you that the performance of the integrated steel plant of the Company was satisfactory during the year with improved production volumes, turnover and profitability. Capacity additions were successfully implemented in the Ferro Alloys division and the Steel Melting Shop and these divisions have clocked record production levels during the year. This has contributed significantly both to the top-line and bottom-line and resulted in optimum utilization of power capacities. In the finished steel segment, particularly, in Wire Rods and TMT bars, the company has taken various steps to expand the distribution channel network to enhance the reach and visibility of the products. This has helped the company in achieving optimum level of production and capacity utilization in this segment. Correction in iron ore prices along with improved availability towards the later part of the year has made a visible impact towards cost reduction and improvement in the margins.

The operations of captive coal mine were stable with uninterrupted production. Rigid PVC Pipes division also performed satisfactory during the year. The company continues to focus on its commitment towards quality which has enabled it to create a niche in the market for its products.

FUTURE PROSPECTS

The long term vision of the company continues to grow both in steel and power businesses. In this direction the company has taken various initiatives towards further enhancement and balancing of capacities so as to reach the next level of integration. Towards this end, setting up of an additional sponge iron Kiln is underway and is expected to be commissioned by the end of this financial year. The company has also taken steps to expand capacity of its steel melting shop by setting up new furnaces and also replace some of the existing furnaces with higher capacity energy efficient furnaces. Ferro Alloys capacity is also being augmented further by adding new furnaces and introduction of new value added products. In order to meet the additional requirement of power, arising therefrom, the company proposes to take up implementation of the next phase of captive power plant towards the later part of the current financial year. As regards the captive iron ore mines allotted to the Company in the states of Chhattisgarh and Orissa, it is making all efforts to open the mines at the earliest, subsequent to which the Company shall not only become completely self reliant but also get insulated against any vagaries of the market.

The execution of the above expansion plans including the opening of the iron ore mines, together with the capacity additions already made by the Company during the year, shall contribute significantly to the Company’s turnover, profitability and operating margins and take the company to next level of operations with improved profitability and long term sustainability of the business.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

As a part of its commitment to being a good corporate citizen and a community member, the company is committed to a strong set of environmental principles. The company has a policy to minimize the environmental impact that may be associated with any of its activities. The company constantly works with its clients, contractors and suppliers to improve efficiency, conserve natural resources and reduce waste and emissions. While the company continually works for the creation of new technologies that will reduce the impact on the environment and reliance on non- renewable natural resources, its projects are designed to meet global current environmental standards. Company has established a Corporate Environment Policy to regulate environmental activities and an Environment Management System (EMS) to ensure prevention of pollution and conservation of energy and natural resources.

The Company believes that good governance requires adherence to social responsibility aimed at creating value in the larger interest of the general public in and around its locations in the areas of health, education and welfare. The company conducts non-formal education programs in the areas around the plants. The company assists the local schools in the area by constructing class rooms, funding libraries, supplying science apparatus, computers and sports kits. Company organizes weekly health camps for conducting health checkups, detecting cancer, eye care, family planning and spreading awareness for AIDS. Company has installed deep water tube wells, rain water harvesting wells in the villages to meet the shortage of water in the nearby villages. Company has also developed recreational and infrastructure facilities in the surrounding areas by renovating public spaces, temples, recreational parks, roads, shelter sheds and markets.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising Dr. S. L. Keswani, as Chairman and Shri K C Mehra, Shri Kanha Agarwal, Smt Purnima Gupta and Shri Vikram Agarwal as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013, Shri P.L. Gupta is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, he offers himself for re-appointment.

Pursuant to the provisions of section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Y.N. Chugh and Shri M.R. Agarwal were appointed as additional Directors designated as Independent Directors w.e.f. 14th November, 2013 and Shri Pankaj Chaturvedi and Smt. Purnima Gupta were appointed as additional Directors designated as Independent Directors not liable to retire by rotation and Shri Kanha Agarwal was appointed as additional Director designated as a Director laible to retire by rotation w.e.f. 28th May, 2014 by the Board of Directors and hold office upto the date of the ensuing Annual General Meeting.

In terms of the Articles of Association of the Company, Shri K. C. Mehra and Dr. S. L. Keswani, Directors retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Shri K. C. Mehra and Dr. S. L. Keswani for appointment as Independent Directors to hold office for next 5 (Five) consecutive years.

Notice in terms of Section 160 of the Companies Act, 2013 have been received from members proposing their names to be Directors of the Company.

The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Their appointment as Directors is to be approved by the members in the ensuing Annual General Meeting. Dr. Ram K. Vepa, Shri Manish Bahl, Shri Piyoosh Goyal and Shri Vipul Agarwal have resigned from the Board during the year.

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a Rs.going concernRs. basis.

AUDITORS

M/s Chaturvedi and Partners, Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors of the Company.

COST AUDITORS

M/s Rakshit & Associates were appointed as Cost Auditors for auditing the Cost Accounts of the Company for the financial year 2013-14.

The Cost Audit reports are required to be filed within 180 days from the end of financial year. The Cost Audit reports for the financial year ended 31st March, 2014 will be filed in due course.

In terms of the Companies (Cost Audit Report) Rules 2011, as amended, the cost audit report for the financial year ended 31st March, 2013 has been duly filed with the cost audit branch of the Ministry of Corporate Affairs. In terms of the Companies (Cost Accounting Records) Rules 2011, as amended, the Compliance Report for the financial year ended 31st March, 2013 as applicable has been duly filed.

AUDITORS'' OBSERVATIONS

As regards Auditors'' observations in their Report, the relevant Notes on the Accounts are self-explanatory.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Ms Reetika Gupta, Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated 12th September, 2013, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Foreign Currency Convertible Bonds (FCCBs), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure Rs.ARs. to the DirectorsRs. report.

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

As required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as annexure Rs.BRs. to this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the CompanyRs.s success. The Directors look forward to their continued support in future.

By Order of the Board

Place : New Delhi P. L. Gupta Vikram Agarwal Dated : 28th May, 2014 Whole-time Director Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors present the 32nd Annual Report together with tte Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Crores)

For the year ended For the year ended 31st March, 2013 31st March, 2012

Net Sales & Other Income 2,513.37 2,109.39

EBIDTA 32.68 368.14

Depreciation 103.67 75.55

Financial Expenses 55.33 13.86

Expenses Amortised 2.70 2.70

Profit before tax 16658 276.03

Provision for Taxes 2.09 7.87

Profit after tax 164.89 268.16

Balance brought forward 17.14 14.61

182.03 282.77

Transfer to General Reserve 15000 250.00

Proposed Dividend 13.45 13.45

Tax on Dividend 2.29 2.18

Carried over to next year 1629 17.14

PERFORMANCE

During the year under review, the Company has achieved net sales revenue of Rs. 2,513 crores as against Rs. 2,109 crores in the previous year. After providing for interest, depreciation and tax, the net profit of the Company stands at Rs. 165 crores during the year under review as against Rs. 268 crores of previous year.

DIVIDEND

The Board has recommended dividend of 10% i.e. Rs. 1 per equity share on 13,44,88,514 equity shares of Rs. 10 each of the Company for the year ended 31st March, 2013, subject to the approval of the Members at the ensuing Annual General Meeting.

OPERATIONAL REVIEW

Your Directors have pleasure in informing you that despite general slowdown in the economic conditions worldwide, the financial performance of the Company during the year has been reasonably satisfactory and stable. The operating margins were affected due to disruption in the supplies of Iron Ore from Odisha on account of restrictions imposed by the government and temporary closure of many mines. The Company had to source iron Ore of poor quality at higher prices, however since the begining of the current year the situation has gradually improved and is expected to become normal in near future. Both in the steel and power segments, the Company has achieved overall volume growth in production across the divisions'', which has resulted in Company achieving highest ever production levels and substantial growth in turnover. Further, the power . generation capacities commissioned during the last financial year, stabilized during the year and have been operating successfully. The additional Sponge Iron Kiln, which was set up in the later part of the last financial year, contributed significantly towards cost reduction and integration of capacities. During the later part of the year, the Company has successfully expanded its Ferro Alloys capacity by setting up additional furnaces, which shall result in optimum utilization of surplus power capacities. Captive coal mining operations have been satisfactory. Rigid PVC Pipes has registered impressive performance and has achieved record production during fte year. The Company''s continuous commitment towards quality has enabled it to create a niche in the market for its products.

FUTURE PROSPECTS

The Company is further expanding its Sponge Iron capacity by setting up an additional module, which is expected to be commissioned by the end of this financial year. The Company continues its efforts to completely integrate its operations and in this direction, additional capacities in Steel making and Power generation with Ferro Alloys are under implementation which will cater to the requirements of the finished Steel segment comprising of Wire Rod, TMT Bars and Structural resulting in optimum utilisation of the capacities for these products.

The Company has been allotted iron ore mines in the states of Chhattisgarh and Odisha, which are expected to be operational towards the end of the current financial year. Subsequent to the mines becoming operational, theself reliant quotient of the Company shall reach the optimal level, making the Company fully integrated.

In view of the expanded operations and improved supply situation of Iron Cre and Coal, both in terms of availability and pricing, performance of this year is expected to be much better.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

Company believes that ft should not act as an isolated economic entity, rather as a part of the broader society As a responsible corporate citizen, our company makes all concerted efforts to protect the environment and also endeavours to act to the benefit of the society at large. Company ensures that it does not engage in any rjuanessadwhk^rx>seanydirectthreattotheen™m has established a Corporate Environment Policy to regulate environmental activities and through its Environment Management System (EMS), it ensures prevention of pollution, conservation of energy and natural resourosand recycling rfwaste products.

Company''s business initiatives contribute to the society and environment in such a way that it is a win-win situation for both the society and the company. Company has taken effective steps towards spreading education in the nearby villages through non- formal educatkmprogrammes, developing of engineering institution and assisting the schools by constructing class rooms, funding libraries, supplying science apparatus, computers and sports kits. Company organizes weekly health camps for conducting health checkups, detecting cancer, eye care, family planning and spreading awareness for AIDS. Company also provides financial assistance to the weaker section for undergoing major surgeries and distributes Tri Cycles, and wheel chairs to the disabled persons. Company has adopted a twofold strategy to counteract the shortage of water in its vicinity by installing deep water tube wells, rain water harvesting weljs in the villages and imparting training to the vfflagers to maintain these lube w^Rswhich will ensure perennial availability of potable water. Company also believes that its presence should add to the physical beauty of its surroundings. In this direction, Company has renovated public spaces, bathing ghats, temptes.Tecreational parks, roads.shettershedsandmarketsinthevillagesadjacerittotheplaiit.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956, Dr. Ram K. Vepa, Shri Manish Bahl and Shri Vipul Agarwal are liable to retire by rotation at the ensuing Annual General Meeting. Being eligible for reappointment, they offer themsetoes for re-appointment

FIXED DEPOSITS

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

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requtenent under Section 217<2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Staternent, it is hereby amfirrned:

i). That in the preparation of the annual accounts for the financial year ended 31" March, 2013, the applicable accounting standards havp been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accenting policies are) applied them consistentlyand made judgements and estimates that were reasonable and

1 prudent so as to give a true arid fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

if) That the Directors have taken proper and siifSciert rare for the maWenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding .he assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That theDiectors have r/epar^trBacrourrts for the finance 31" March, 2013 on a ''going concern'' basis.

AUDITORS

M/s Chaturvedi and Partners, Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be within the timrt prescribed under Section 224 (IB) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors of the Company.

COST AUDITORS

M/s Rakshit & Associates were appointed as Cost Auditors for auditing the Cost Accounts of the Company for the financial year 2012-13.

The Cost Audit reports are required to be filed within 18Q days from the end of financial year. The Cost Audit reports for fte financial year ended 31" March, 2013 win be filed fn due course.

In terms of the Companies (Cost Audit Report) Rules 2011, as amended, the cost audit report for the financial year ended March 31,2012 had been duty filed with the cost audit branch'' of the Ministry of Corporate Affairs. In terms of the Companies (Cost Accounting Records) Rules 2011, as amended, the CompBance Report for the financial year March 31,2012 as applicable had been dulyfited.

AUDITORS''OBSERVATIONS

As regards Auditors'' observations in their Report, the relevant Notes on the Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure ''A'' to the Directors''report.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Qrectors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as annexure ''B'' to this report.

CORPORATE GOVERNANCE

The significance of Corporate Governance has always been recognized by the Company, A separate report on Corporate Governance and Management Discussion and Analysis afongwrth a certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of Stock Exchanges is attached and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to shareholders, various departments of Central and State Governments, Financial Institutions, Banks, Customers and Suppliers for their continued support and look forward to having the same support in all our future endeavours.

Your Directors place On record their sincere appreciation of toe dedicated and signrncant corrtritxitior) made^by offiGc»s, staff and wofkerscf lh<» Company at all levels and look forward to their continued support

By Order of the Board

Place: New Delhi Vikram Agarwal

Dated: 22nd May, 2013 Managing Director

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Mar 31, 2012

The Directors present the 31 st Annual Report togethert with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS

(Rs. in Crores)

For the year ended For the year ended 31 st March, 2012 31 st March, 2011

Net Sales & Other Income 2,109.39 1,672.83

EBIDTA 368.14 349.25

Depreciation 75.56 67.26

Financial Expenses 13.86 5.69

Expenses Amortised 2.69 2.69

Profit before tax 276.03 273.61

Provision for Taxes 7.87 6.53

Profit after tax 268.16 267.08

Balance brought forward 14.61 13.16

282.77 280.24

Transfer to General Reserve 250.00 250.00

Proposed Dividend 13.45 13.45

Tax on Dividend 2.18 2.18

Carried over to next year 17.14 14.61

PERFORMANCE

During the year under review, the Company has achieved net sales revenue of Rs. 2,109 crores as against Rs. 1,673 crores in the previous year. After providing for interest, depreciation and tax, the net profit of the Company stands at Rs. 268 crores during the year under review.

DIVIDEND

The Board has recommended dividend of 10% i.e. Rs. 1 per equity share on 13,44,88,514 equity shares of Rs. 10 each of the Company for the year ended 31st March, 2012, subject to the approval of the Members at the ensuing Annual General Meeting.

OPERATIONAL REVIEW

Your Directors are pleased to inform you that the performance in all segments of the integrated steel plant of the Company has been quite satisfactory. During the year the Company has successfully commissioned a Sponge Iron kiln which has resulted in further integration of capacities and substantial cost reduction. Further the Company has made additions in its power generation capacities also. These capacity additions have helped the Company achieve highest ever production in the Sponge Iron and Power segments. In the steel segment the turnover has registered impressive growth resulting from stable demand and much higher realisation. Captive coal mining operations and production have been as per the targets. Rigid PVC Pipes has improved upon the performance and has achieved highest ever production during the year. The Company's products are strongly placed in the market due to their superior quality which gives them a distinct edge over competitors.

FUTURE PROSPECTS

The Company has undertaken further expansion in its Sponge Iron capacity and is setting up an additional module. In addition, the Company has also taken up expansion in its Steel Billet and Ferro Alloys capacity to reach the next level of integration and to captively utilise the surplus power generation arising out of the new capacity set up in this year.

The Company is in the midst of a major expansion the Power Generation capacity and is implementing a total capacity of 625 MW in a phased manner. The first phase of 100 MW has been commissioned towards the end of the last fiscal year and the balance capacity shall be taken in a phased manner in due course of time.

The Company is planning to further improve upon the capacity utilization in the TMT division of the Company in the current financial year. The iron ore mines allotted to the Company are under advanced stages of clearances with the Government departments. With the mines becoming operational, the Company shall be fully self reliant in terms of raw material requirement. All these steps are expected to give further boost to the profitability of the Company in the coming year.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

Company firmly believes that it should behave as a good corporate citizen, by recognizing its responsibility towards the society and the environment. It respects the expectations of the society and attempts to provide maximum contribution to the society while making profit. It recognises the importance of minimising the impact its business has on the environment and works hard to implement policies and procedures which have both immediate and long term positive effects on our environment.

As a responsible corporate citizen, the Company has taken effective measures in the areas of waste management, effective resource utilisation, pollution control and also initiated several waste reduction mechanisms. The plant has also implemented de-dusting system, fume extraction system, fog systems, electrostatic precipitators and coal dust injection system in its integrated steel plant to minimize pollution. The Company has developed thick green belts inside and around the plant for maintaining the ecological balance and to provide green and clean environment to its employees.

As a responsibility towards the society, the company is continually involved in various social efforts and initiatives for upliftment of the people in the areas around the plant like organising health camps, free medical aids, maintaining temples and recreational facilities, providing aid to educational institutions and adopting villages.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956, Shri Vikram Agarwal, Dr. S.L. Keswani and Shri K.C. Mehra are liable to retire by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, they offer themselves for re-appointment.

Shri P.L. Gupta and Shri M.L. Pareek were appointed as additional Directors designated as Whole-time Directors of the Company w.e.f. 7th November, 2011 and 4th August 2012 respectively by the Board of Directors and hold office upto the date of the ensuing Annual General Meeting. Notices in terms of Section 257 of the Companies Act, 1956 have been received from two members proposing their names to be Directors of the Company. Their appointment as Directors is to be approved by the members in the ensuing Annual General Meeting. Shri G.L. Mohta, Whole time Director, has resigned from the Board w.e.f. 25th July, 2012.

Shri V.P. Agarwal, Chairman and Managing Director has been redesignated as Chairman of the Company and Shri Vikram Agarwal, Joint Managing Director has been redesignated as Managing Director w.e.f. 29th May 2012. The terms of appointment of Shri Vikram Agarwal is also expiring and he is being re-appointed.

Appropriate resolutions for the re-appointment / appointment of the aforesaid Directors which the Board recommends are being moved at the ensuing Annual General Meeting for your approval.

FIXED DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

i). That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

AUDITORS

M/s Chaturvedi and Partners, Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors of the Company.

COST AUDITORS

M/s N.K. Jain and Associates were appointed as Cost Auditors for auditing the Cost Accounts of the Company for the financial year 2011-12.

The Cost Audit reports are required to be filed within 180 days from the end of financial year. The Cost Audit reports for the financial year ended 31st March, 2012 will be filed in due course.

AUDITORS' OBSERVATIONS

As regards Auditors' observations in their Report, the relevant Notes on the Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure 'A' to the Directors' report.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed as annexure 'B' to this report.

CORPORATE GOVERNANCE

The significance of Corporate Governance has always been recognized by the Company. A separate report on Corporate Governance and Management Discussion and Analysis alongwith a certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of Stock Exchanges is attached and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to shareholders, various departments of Central and State Governments, Financial Institutions, Banks, Customers and Suppliers for their continued support and look forward to having the same support in all our future endeavours.

Your Directors place on record their sincere appreciation of the dedicated and significant contribution made by officers, staff and workers of the Company at all levels and look forward to their continued support.

By Order of the Board

Place : New Delhi V. P. Agarwal

Dated : 4 th August, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors present the 30 th Annual Report togethert with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS

(Rs. in Crores) For the year ended For the year ended 31 st March, 2011 31 st March, 2010

Net Sales & Other Income 1,672.82 1,570.70

EBIDTA 349.26 360.15

Depreciation 67.25 56.79

Financial Expenses 5.70 25.49

Expenses Amortised 2.70 2.69

273.61 275.18

Liabilities written back - 21.38

Exceptional items - (23.31)

Profit before tax 273.61 273.25

Provision for Taxes 6.53 7.09

Profit after tax 267.08 266.16

Balance brought forward 13.16 7.00

280.24 273.16

Transfer to General Reserve 250.00 260.00

Proposed Dividend 13.45 -

Tax on Dividend 2.18 -

Carried over to next year 14.61 13.16

PERFORMANCE

During the year under review, the Company has achieved net revenue of Rs. 1,673 crores as against Rs.1,571 crores in the previous year. After providing for interest, depreciation and tax, the net profit of the Company stands at Rs. 267 crores during the year under review as against Rs. 266 crores in the previous year.

OPERATIONAL REVIEW

Your Directors have pleasure to inform you that during the year under review the performance of the Integrated Steel Plant of the Company with capacities for Sponge Iron, Steel Melting, Ferro Alloys and Power Generation has been satisfactory. The Sponge iron production has registered an impressive growth largely due to capacity expansion which was completed in the later part of the previous financial year

The Wire Rod Division of the Company has continued to give impressive performance primarily due to strong positioning of the Company's product in the market. The Captive Coal mining operations have also performed exceedingly well during the year resulting into substantial cost reduction. Rigid PVC Pipes Division has further improved upon the performance and has achieved highest ever production during the year.

FUTURE PROSPECTS

The Company is further enhancing its sponge iron capacity by commissioning an additional module during the current financial year. The Company is in the midst of a major expansion in the Power generation capacity and is implementing a total capacity of 625 MW in a phased manner. The first phase of the project is getting

completed and is expected to be commissioned by the next quarter. The subsequent phases have been taken for implementation and will be completed in due course of time.

The Company has been making continous efforts to become self-reliant in iron ore supplies. In this direction, various steps have been taken so that the Company's iron ore mines may get started soon. The Company has firmed up plans to improve upon the capacity utilization in the Heavy Structural and TMT Divisions of the Company in the current financial year. These steps along with capacity addition in the Sponge Iron and Power generation are expected to improve upon the operating margins of the Company substantially in the current financial year.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

Company has always been committed towards its employees and the society by providing them a green and clean environment. It is focussed to reduce the pollutants and their impact on the environment on a continuous basis through controls on process, resource consumption, technology and adoption of environmental safe practises in addition to compliance of all relevant and applicable environmental legislations and regulations. With safety, health and environment protection high on its corporate agenda, the company is committed to conducting business with a strong environment conscience, so as to ensure sustainable development, safe work places and improve the quality of life of its employees, customers and the community.

The Company believes in being proactive in achieving a balance between growth and social needs. The company has been continually supporting innumerable social and community initiatives, which has touched the lives of number of people positively in the surrounding areas by supporting environmental and health-care activities, family welfare, social, cultural and educational programmes, providing employment opportunities and recreational facilities.

SHARE CAPITAL

During the year under review, the equity share capital of the Company has increased by 1,27,94,800 equity shares of Rs. 10 each pursuant to conversion of Foreign Currency Convertible Bonds and equity warrants.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956, Shri Manish Bahl and Shri Piyoosh Goyal are liable to retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment and offer themselves for re-appointment.

The terms of appointment of Shri V.P. Agarwal, Chairman and Managing Director and Shri G.L. Mohta and Shri Vipul Agarwal, Whole-time Directors is expiring and they are being re-appointed.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting which the Board recommends for your approval.

DIVIDEND

The Board has recommended dividend @ 10% per Equity Share on the 13,44,88,514 Equity Shares of Rs.10 each of the Company for the year ended 31st March, 2011, subject to the approval of the Members at the ensuing Annual General Meeting.

FIXED DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

i). That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

AUDITORS

M/s Chaturvedi and Partners, Auditors of the Company, retire at the forth coming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a Certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors of the Company.

AUDITORS' OBSERVATIONS

As regards Auditors' observations in their Report, the relevant Notes on the Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors' report.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed and should be treated as a part of this report.

CORPORATE GOVERNANCE

The significance of Corporate Governance has always been recognized by the Company. A separate report on Corporate Governance and Management Discussion and Analysis alongwith a certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is attached and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to shareholders, various departments of Central and State Governments, Financial Institutions, Banks, Customers and Suppliers for their continued support and look forward to having the same support in all our future endeavours.

Your Directors place on record their sincere appreciation of the dedicated and significant contribution made by officers, staff and workers of the Company at all levels and look forward to their continued support.

By Order of the Board

Place : New Delhi V. P. Agarwal

Dated : 30 th May, 2011 Chairman & Managing Director

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Mar 31, 2010

The Directors present the 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Crores)

For the year ended For the year ended 31st March, 2010 31st March, 2009

Net Sales 1,567.66 1,525.64

Other Income . 3.04 3.98

EBIDTA 360.15 304.31

Depreciation 56.79 42.48

Financial Expenses 25.49 60.50

Expenses Amortised 2.69 2.69

275.18 198.64

Liabilities written back 21.38 12.77

Exceptional items . (23.31) 6.64

Profit before tax 273.25 204.77

Provision for Taxes 7.09 0.61

Profit after tax 266.16 204.16

Balance brought forward 7.00 100.44

273.16 304.60

Transfer to General Reserve 260.00 280.99

Transfer to Debenture

redemption reserve - 16.61

Carried over to next year 13.16 7.00

PERFORMANCE

During the year under review, the Company has achieved net sales revenue of Rs.1568 crores as against Rs. 1526 crores in the previous year. The profit before depreciation and interest amounted to Rs.360 crores as against Rs.304 crores in the previous year. After providing for interest, depreciation and tax, the net profit of the Company (after exceptional items) stands at Rs.266 crores during the year under review as against Rs. 204 crores in the previous year.

OPERATIONAL REVIEW

Your Directors have pleasure to inform you that during the year under review the Company has achieved substantial growth with respect to physical performance in the entire chain of its integrated steel operations thereby achieving highest ever capacity utilization levels. This has helped the Company in significantly improving its operating margins despite a drop in the average selling prices during the year.

With its core operational areas being steel, mining and power, the performance of the Company is largely affected by the demand for steel in the country. The global economic crisis which shook the world in the previous year continued to have its after effects in the first half of the current year thereby affecting the demand and margins. However, in the second half of the year under review, the steel prices witnessed upturn, fuelled by revival of demand from higher spending on infrastructure and construction activities which enabled the Company to more than regain the margins which were eroded earlier.

During the year, the Wire Rod Division continued to be the star performer with its exceedingly encouraging performance. The Company successfully implemented its plan of more than doubling the capacity in the division by adding addtional capacity and also balancing the existing one.

The performance of the integrated steel plant of the Company at Champa with capacities for Sponge Iron, Steel Melting, Ferro Alloys and Power Generation has also been satisfactory. During the year, the company has taken a step forward in its objective to achieve complete integration in its entire product range in its steel operations by enhancing capacity in sponge iron division and also expanding its Steel Melting Capacity which has resuljed in significant savings in the raw material costs and has also enhanced the self reliance quotient of the Company. The captive Coal Mining Operations performed exceedingly well during the year and the Company has been awarded "Coal India Project Implementation Trophy" by the Mining Geological and Metallurgical Institute of India. This is for the first time that any Company in private sector has been awarded this Trophy. The Rigid PVC Pipe Division continued with improved performance throughout the year on account of firm demand.

FUTURE PROSPECTS

The Company has already initiated its plan to achieve full integration at all intermediary- product levels throughout its chain of steel operations to cater to the entire requirement of its finished steel segment. This plan is expected to be completed in the next two years.

Further, the Company is making its foray into the power sector in a big way by taking up an ambitious plan to set up 625 MW captive thermal power plant at its existing plant site at Champa. The first phase is expected to be commissioned in the current year and thereafter subsequent phases shall come up in a phased manner in the next three years. The Company is poised to be a major player in the merchant power business in the coming years.

The Company has always felt the need to be self reliant in iron ore supplies. In this direction, with its continuous efforts, it is expected that the Companys iron ore mines both in Chhattisgarh and Orissa will be operational in the current year which shall give a substantial boost to the Companys bottom line.

ENVIRONMENT AND SOCIAL RESPONSIBILITY

Company believes that an essential component of our corporate social responsibility is to care the community. The CJompany endeavors to make a positive contribution to the community by supporting a wide range of socio-economic, educational and health initiatives in the surrounding areas by undertaking free medical camps, non formal education programs, maintaining parks, temples, providing regular assistance to primary schools in the form of educational supplies such as computers, sports kits, laboratory apparatus and libraries.

The Company clearly understands its commitment to run an environment friendly and energy efficient business and evolve itself into an environment friendly organization. Recognizing its responsibility towards minimizing its impact on the environment, the Company has extended green activities to support environmentally conscious activities by reducing wastes, emissions and recycling. The Company has undertaken various CDM (Clean Development Mechanism) projects like installation of waste heat recovery boilers and plantation activities. Environmental monitoring is being done on a regular basis to ensure that the environmental parameters are within the prescribed norms of the State Pollution Control Board.

SHARE CAPITAL

During the year, the Company has issued 62,19,800 equity shares of Rs 10 each at a premium of Rs 160 each pursuant to conversion of Foreign Currency Convertible Bonds.

CONVERTIBLE WARRANTS

During the year, the Company has issued 1,00,00,000 warrants on preferential basis convertible into equity shares of Rs. 10 each at a premium of Rs. 71 per share on or before 3rd January, 2011.

FOREIGN CURRENCY CONVERTIBLE BONDS

The Company has issued Foreign Currency Convertible Bonds (FCCBs) in two tranches for an amount of Rs. 500 crores. The FCCBs issued in the first tranche in October, 2009 are convertible into equity shares of Rs. 10 each at a premium of Rs. 160 per share and the FCCBs issued in the second tranche in April 2010 are convertible into equity shares of Rs. 10 each at a premium of Rs. 225 per share.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956, Dr. Ram K. Vepa, Shri G.L. Mohta and Shri Vipul Agarwal are liable to retire by rotation at the ensuing Annual General Meeting. They are eligible for re- appointment and offer themselves for re-appointment.

DIVIDEND

After careful assessment of the funds required by the Company, your Directors have not recommended any dividend for the Financial Year ended 31st March, 2010.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s Chaturvedi and Partners, Auditors of the Company, retire at the forth coming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a Certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956. As regards Auditors observations in their Report, the relevant notes on the accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors report.

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

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed and should be treated as a part of this report.

CORPORATE GOVERNANCE

The significance of Corporate Governance has always been recognized by the Company. A separate report on Corporate Governance and Management Discussion and Analyses alongwith a certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is attached and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the various departments of Central and State Governments, Financial Institutions, Banks, Customers and Suppliers for their continued valuable assistance and support.

Your Directors also wish to place on record their sincere appreciation of the dedicated efforts by officers, staff and workers of the Company at all levels.

By Order of the Board

Place : New Delhi V. P. Agarwal

Dated : 28,th May, 2010 Chairman & Managing Director