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Praj Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 7192.61 Cr. P/BV 5.54 Book Value (Rs.) 70.69
52 Week High/Low (Rs.) 875/395 FV/ML 2/1 P/E(X) 32.86
Bookclosure 04/08/2025 EPS (Rs.) 11.91 Div Yield (%) 1.53
Year End :2025-03 

Your Directors are pleased to present the 39th Report together with the Audited Financial Statements of Praj Industries Limited ("the
Company") for the financial year ended on 31st March, 2025.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS :

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS")
notified under Section 133 of the Companies Act, 2013 ("the
Act"), read with Rule 7 of the Companies (Accounts) Rules, 2014.

During the year under review, your Company recorded a standalone total income of '28,056 Mn., (previous year '30,580 Mn.),
with profit after tax of '2,644 Mn. (previous year '2,804 Mn.). On a consolidated level, total income stood at '32,789 Mn.
(previous year '35,098 Mn.), with profit after tax of '2,189 Mn. (previous year '2,834 Mn.).

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operations

27,447

29,896

32,281

34,663

Other Income

609

684

508

435

Total Income

28,056

30,580

32,789

35,098

Total Expenses

24,841

26,933

30,085

31,323

PBT (Before exceptional items)

3,215

3,647

2,704

3,775

( ) Exceptional item

282

-

282

-

PBT

3,497

3,647

2,986

3,775

(-) Tax Expenses

853

843

797

941

PAT

2,644

2,804

2,189

2,834

Other Comprehensive Income

(21)

(36)

(21)

(50)

Total Comprehensive Income

2,623

2,768

2,168

2,784

( ) Balance in Profit & Loss account

10,193

8,090

10,325

8,206

Profit Available for Appropriations
Appropriations

12,816

10,858

12,493

10,990

i) Dividend

(1,103)

(828)

(1,103)

(828)

ii) Transfer to / (from) Special Economic Zone Re-investment
Reserve

-

163

-

163

Balance in Statement of Profit & Loss

11,713*

10,193*

11,390#

10,325#

* Includes Debt instruments balance through Other Comprehensive Income.

# Includes Debt instruments balance through Other Comprehensive Income and exchange differences on translation of foreign operations.

2. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT :

Management Discussion and Analysis Report for
the financial year under review, as stipulated under
regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the
Listing
Regulations
") forms part of this Annual Report.

3. DIVIDEND :

The Board of Directors at its meeting held on 29th April,
2025 has recommended final Dividend of '6/- per share

(i.e. 300%) of face value of '2/- each for the financial year
2024-25. The dividend is payable subject to shareholders'
approval at the ensuing Annual General Meeting (
AGM).
The final dividend pay-out, if approved by the shareholders
in the ensuing AGM, will be around '1,102.879 Mn.

The dividend pay-out is in line with the Company's Dividend
Distribution Policy.

4. DIVIDEND DISTRIBUTION POLICY :

In accordance with the Regulation 43A of the Listing
Regulations, the Company has formulated a Dividend

Distribution Policy which is available on the Company's
website and link for the same is given in "
Annexure 1

5. RESERVES:

During the year under review, the Company does not
propose to transfer any amount to the General Reserve.

6. CREDIT RATING :

(i) CRISIL has re-affirmed “A1 " rating to the Company's
short-term banking facilities which signifies that
the degree of safety regarding timely payment of
instruments is very strong.

(ii) CRISIL has also re-affirmed its rating of the Company's
long-term bank facilities to "AA/Stable".

The "AA/Stable" rating signifies high safety with regard to
timely payment of long-term financial obligations.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP) :

(i) Appointment :

Dr Pramod Chaudhari (DIN : 00196415)

During the year, Dr Pramod Chaudhari completed
his tenure as Executive Chairman on 31st December,
2024.

The shareholders through Postal Ballot by way
of Special Resolution on 20th December, 2024,
approved the appointment of Dr Pramod Chaudhari
(DIN : 00196415) as Non-Executive Chairman (in
the category of Non-Executive Non-Independent
Director) of the Company for a period of five (5) years
w.e.f. 1st January, 2025 to 31st December, 2029.

Further, based on the recommendation of Nomination
and Remuneration Committee (
NRC), the Board at
its Meeting held on 29th April, 2025 has approved the
appointment of Dr Pramod Chaudhari as Founder
Chairman & Group Mentor (Whole Time Director in
the category of Executive Director) for a period of five
(5) years with effect from 1st July, 2025 till 30th June,
2030 , subject to approval of shareholders by way of
Special Resolution at 39th Annual General Meeting of
the Company.

Mr. Ashish Gaikwad (DIN : 07585079)

Based on the recommendation of NRC, the Board at its
meeting held on 30th January, 2025 has appointed Mr.
Ashish Gaikwad (DIN : 07585079) as the Managing

Director-Designate w.e.f. 3rd February, 2025 till
30th June, 2025 and thereafter as the Managing
Director from 1 st July, 2025 till 31 st January, 2030,
which was further approved by the shareholders
through Postal Ballot by way of Ordinary Resolution
on 21 st March, 2025.

Mr. Ajay Narayan Deshpande (DIN : 03435179)

Based on the recommendation of NRC, the Board at
its meeting held on 25th October, 2024 has appointed
Mr. Ajay Narayan Deshpande (DIN : 03435179) as an
Independent Director for a period of three (3) years
w.e.f. 25th October, 2024 to 24th October, 2027, which
was further approved by the shareholders through
Postal Ballot by way of Special Resolution on 20th
December, 2024.

The Board is of the opinion that Mr. Ajay Narayan
Deshpande is a person of integrity and possesses
requisite skills, experience and knowledge relevant
to the Company's business and it would be beneficial
to have his association with the Company as an
Independent Director.

Mr. Berjis Desai (DIN : 00153675)

Board, on the recommendation of NRC, at its meeting
held on 26th June, 2025, has considered and approved
appointment of Mr. Berjis Desai (DIN : 00153675)
as an Additional Director (in the category of Non¬
Executive Non-Independent Director), liable to retire
by rotation w.e.f. 1st July, 2025, subject to approval of
the shareholders at 39th AGM of the Company.

(ii) Cessation :

Mr. Suhas Baxi (DIN : 00649689)

Mr. Suhas Baxi (DIN : 00649689) ceased to be
an Independent Director of the Company w.e.f.
7th August, 2024 due to completion of his tenure.

(iii) Director liable to retire by rotation :

Ms. Parimal Chaudhari (DIN : 00724911) retires by
rotation at the ensuing AGM and not offered herself
for re-appointment.

In view of the above, the Board, on the basis of
recommendation of NRC, at its meeting held on
29th April, 2025 has considered and approved the
appointment of Mr. Parth Chaudhari (DIN : 07010109)
as a Non-Executive Non-Independent Director, liable
to retire by rotation, w.e.f. the date of 39th AGM i.e.
11th August, 2025 in place of Ms. Parimal Chaudhari.

(iv) Key Managerial Personnel (KMP) :

The Company has the following KMPs as on 31st March, 2025;

Name of the KMP

Designation

Mr. Shishir Joshipura

CEO & Managing Director

Mr. Ashish Gaikwad*

Managing Director-Designate

Mr. Sachin Raole

CFO & Director-Resources

Mr. Anant Bavare

Company Secretary

During the year, due to the appointment of Dr Pramod Chaudhari as a Non-Executive Chairman, he ceased to be the KMP
of the Company w.e.f. 1st January, 2025.

8. DECLARATION FROM INDEPENDENT DIRECTORS :

The Independent Directors have submitted their annual
declaration to the Board confirming that they fulfill all the
requirements as stipulated in Section 149(6) and 149(7) of
the Act read with rules framed there under and Regulations
16(1)(b) and 25 of the Listing Regulations.

9. SUBSIDIARY COMPANIES :

Praj Engineering & Infra Ltd., India, Praj HiPurity Systems
Ltd., India, Praj GenX Ltd., India, Praj Americas Inc., U.S.A.,
Praj Far East Co. Ltd., Thailand, Praj Far East Philippines
Ltd. Inc., The Philippines, continue to be subsidiaries of
your Company.

Your Company has incorporated Foreign Wholly Owned
Subsidiary Company, Praj Projects (Tanzania) Ltd. on
2nd December, 2024 to execute the project in Tanzania.

Consolidated Financial Statements of the Company
prepared in accordance with Section 129(3) of the Act,
and the applicable Accounting Standards, which include
the results of the Subsidiary Companies, forms part of
this Annual Report. Further, a statement containing salient
features of the financial statements of all subsidiaries in
prescribed Form AOC-1, is enclosed as '
Annexure 2".

Copies of Annual Accounts and related detailed information
of all the subsidiaries can also be sought by any
shareholder of the Company or its Subsidiaries by making
a written request to the Company Secretary on the address
of the Registered Office of the Company in this regard.
The Annual Accounts of the Subsidiary Companies are
also available for inspection at the Company's Registered
Office. The separate Audited Financial Statements in
respect of each of the Subsidiary Companies are also
available on the website of your Company at
https ://www.
praj.net/investors-type/financial-reports-of-subsidiaries/

The Company has formulated a policy for determining
‘material subsidiary' which is hosted on the Company's
website and link for the same is given in "
Annexure 1".

10. CORPORATE SOCIAL RESPONSIBILITY (“CSR") :

Pursuant to and in compliance with Section 135 of the
Act and Rule 5 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board has
constituted a CSR Committee. The details of the CSR
Committee constitution, CSR activities and other details,
as required under Section 135 of the Act and the CSR
Rules, are given in the CSR Report at "
Annexure 3".

The CSR Policy is placed on the Company's website and
link for the same is given in "
Annexure 1 ".

11. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the Listing Regulations, Report
on Corporate Governance along with the certificate from a
Practising Company Secretary certifying compliance with
conditions of Corporate Governance is annexed to this
Report as "
Annexure 4".

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (“BRSR") :

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the BRSR on initiatives taken from an environmental, social
and governance perspective, in the prescribed format is
annexed to this Report as "
Annexure 5".

13. BOARD MEETINGS :

The Board met five (5) times during the financial year, the
details of which are given in the Corporate Governance
Report which forms an integral part of this Annual Report.
The intervening gap between any two meetings was within
the period prescribed by the Act and the Listing Regulations
as amended from time to time.

14. COMMITTEES OF THE BOARD :

The details of all the Committees such as composition,
terms of reference and meetings held during the year
under review are set out in the Corporate Governance
Report which forms an integral part of this Annual Report.

15. AUDITORS :

(i) Statutory Auditors :

P G. BHAGWAT LLP, Chartered Accountants, (Firm
Regn. No. 101118W), were appointed as the Statutory
Auditors of the Company for a period of five (5) years
from 34th AGM until the conclusion of 39th AGM to be
held in the calendar year 2025.

The Auditor's Report does not contain any
qualifications, reservations, adverse remarks or
disclaimer.

Based on the recommendations of Audit Committee,
the Board at its meeting held on 26th June, 2025 has
recommended to the shareholders of the Company,
appointment of M/s MSKA & Associates, Chartered
Accountants (Firm Reg. No. : 105047W) as Statutory
Auditors of the Company w.e.f. date of 39th AGM till
the conclusion of 44th AGM to be held in the financial
year 2030 at a remuneration of '4.125 Mn. per annum
plus applicable taxes and reimbursement of out-of¬
pocket expenses on actuals, if any.

As required under the Listing Regulations, M/s MSKA
& Associates, the auditors have confirmed their
eligibility and they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered
Accountants of India.

(ii) Internal Auditors :

The Internal Auditors, Khare Deshmukh & Co.,
Chartered Accountants, Pune have conducted internal
audits periodically during financial year 2024-25 and
submitted their reports to the Audit Committee.

Their reports have been reviewed by the Statutory
Auditors and the Audit Committee.

The Board has appointed Khare Deshmukh & Co.,
Chartered Accountants Pune, as Internal Auditors of
the Company for the financial year 2025-26.

(iii) Cost Auditors :

In terms of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company has appointed Dhananjay V. Joshi
& Associates, Cost Accountants as Cost Auditors
of the Company for the financial year 2025-26 at
the remuneration of '0.325 Mn. which is subject to
ratification by the shareholders at the 39th AGM.

The maintenance of cost records as specified under
Section 148 of the Act is applicable to the Company,
and accordingly, all the cost records are made and
maintained by the Company and audited by the cost
auditors.

(iv) Secretarial Auditors :

Based on the recommendations of Audit Committee,
the Board at its meeting held on 26th June, 2025
has approved appointment of M/s MSN Associates,
Company Secretaries (Firm Registration No.
29533) as Secretarial Auditors of the Company
for a period of five (5) consecutive year w.e.f.
financial year 2025-26 till 2029-30, subject to approval
of shareholders at 39th AGM at a remuneration of
'0.25 Mn. per annum plus applicable taxes and
reimbursement of outof- pocket expenses on actuals,
if any, for the financial year ending on 31st March,
2026.

As required under the Listing Regulations,
M/s. MSN Associates, the Secretarial Auditors have
confirmed their eligibility, and they hold a valid
certificate of Peer Review issued by the Institute of
Company Secretaries of India.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the
Act, and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has
appointed M/s KANJ & Co., LLP, Practising Company
Secretaries, to conduct the Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report (MR-3) for the financial year 2024-25 forms
part of the Annual Report as "
Annexure 6".

The Secretarial Audit Report for the financial year 2024-25
does not contain any qualifications, reservations, adverse
remarks or disclaimer.

Annual Secretarial Compliance Report

Pursuant to and in compliance with the provisions of
Regulation 24A(2) of the Listing Regulations, M/s KANJ
& Co. LLP, Practising Company Secretaries have issued
Annual Secretarial Compliance Report for the financial year
ended 31st March, 2025. The Company has submitted the
said report to the Stock Exchanges within the prescribed
time frame.

16. MATERIAL CHANGES AND COMMITMENTS :

There were no material changes and commitments,
affecting the financial position of the Company occurred
between the end of the financial year to which these
financial statements relate and the date of the report.

17. RISK MANAGEMENT :

Pursuant to Regulation 21 of the Listing Regulations, the
Company has constituted a Risk Management Committee,
details of the Committee along with terms of reference are
provided in the Corporate Governance Report which forms
an integral part of this Annual Report.

The Company has framed a Risk Management Policy to
ensure sustainable business growth and to promote a
pro-active approach in identifying, reporting, evaluating
and mitigating risks associated with the business of
the Company. The policy establishes a structured and
disciplined approach to Risk Management, in order to guide
decisions on risk related issues. The Risk Management
Policy is hosted on the Company's website and link for the
same is given in "Annexure 1".

The enterprise risks and their mitigation plans are
presented by the risk owners to the Risk Management
Committee. The Enterprise Risk Management (ERM)
framework is aimed at effectively mitigating the business
and enterprise risks through strategic actions. The
mitigation plans for enterprise and business risks are
reviewed and updated on a periodic basis to the Risk
Management, Audit Committee and the Board of Directors
of the Company.

In today's challenging and competitive environment,
strategies for mitigating inherent risks associated with
business and for accomplishing the growth plans of
the Company are imperative. The common risks inter-
alia are risks emanating from; Regulations, Cyber Risks,
Competition, Business, Technology obsolescence,

Investments, Retention of talent, Finance, Politics and
Fidelity etc. In today's complex business environment,
Cyber risks have considerably increased.

During the year, we continued our efforts to keep ourselves
up to date with cyber security events globally to achieve
higher compliance and its continued sustenance.

As mentioned in Risk Management Policy, these risks are
assessed and steps, as appropriate, are taken to mitigate
the same.

The Company has instituted adequate Internal Controls
and processes to have a cohesive view of risks, optimal
risk mitigation responses and efficient management of
internal control and assurance activities.

In the opinion of the Board, there are no risks which may
threaten the existence of the Company.

18. INTERNAL FINANCIAL CONTROLS :

The Company has in place, adequate internal financial
controls with reference to Financial Statements
commensurate with the size, scale and complexity of its
operations. During the year, such controls were tested
and no reportable material weaknesses in the design or
operation were observed.

19. PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, duly amended, in respect of Directors & KMPs of the Company is furnished
hereunder :

Sr.

No.

Name

Designation

Ratio of remuneration of
Directors to the median
remuneration of employees

% Increase/ (Decrease)
in remuneration over
FY 2023-24

1.

Dr Pramod Chaudhari

Chairman1

65.75

-*

2.

Mr. Shishir Joshipura

CEO & Managing Director

50.13

6

3.

Mr. Ashish Gaikwad2

Managing Director-
Designate

12.51

-*

4.

Mr. Sachin Raole

CFO & Director- Resources

23.68

10

5.

Mr. Vinayak Deshpande

Independent Director

2.89

-*

6.

Mr. Utkarsh Palnitkar

Independent Director

1.62

-*

7.

Ms. Parimal Chaudhari

Non- Executive Director

2.53

17

8.

Dr Shridhar Shukla

Independent Director

1.26

40

9.

Mr. Suhas Baxi3

Independent Director

0.36

-*

10.

Ms. Rujuta Jagtap

Independent Director

0.54

25

11.

Mr. Ajay Narayan Deshpande4

Independent Director

0.54

-*

12.

Mr. Anant Bavare

Company Secretary

2.87

-*

’appointed as the Non-Executive Chairman w.e.f. 1st January, 2025
2appointed as the Managing Director-Designate w.e.f. 3rd February, 2025
3ceased to be an Independent Director w.e.f. 7th August, 2024
“appointed as an Independent Director w.e.f. 25th October, 2024

*not comparable since the appointment was for part of the year (i.e. either in previous year or during FY 2024-25) and therefore not given.

The median remuneration of employees of the Company
during the financial year 2024-25 was '1.385 Mn., there
was an increase of around 9% in the median remuneration
of employees.

There were 1318 permanent employees on the rolls of
the Company as on 31st March, 2025.

Average percentage increase made in the salaries of
employees other than the managerial personnel in the
financial year 2024-25 was around 10% whereas the
managerial remuneration for the same financial year
increased by around 7%.

The key parameters for the variable component of
remuneration paid to the Directors are considered by the
Board of Directors based on the recommendations of NRC
as per the Remuneration Policy for the Directors, KMP and
other Employees.

It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy for Directors, KMP and other
Employees.

The statement containing particulars of employees
as required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
available to shareholders for inspection on request.

In terms of Section 136 of the Act, the said statement is open
for inspection at the Registered Office of the Company. The
Annual Report is being sent to the shareholders excluding
the aforesaid statement. Any shareholder interested in
obtaining a copy of the same may write to the Company
Secretary.

20. REMUNERATION POLICY FOR DIRECTORS AND
KMPs :

The Company's Remuneration Policy for Directors/KMPs
is directed towards rewarding performance based on
periodical review of achievements. The Remuneration
Policy is in consonance with the existing industry practice
which is attached as '
Annexure 7" to this Report.

The said policy is also available on the Company's website
and link for the same is given in "
Annexure 1".

21. EMPLOYEE STOCK OPTION PLAN (“ESOP") :

During the year under review, your Directors confirm that
no shares were issued by the Company under the Employee
Stock Option Plan 2011 of the Company.

The Company vide letter dated 3rd February, 2025, has
granted 4,21,000 options to Mr. Ashish Gaikwad, Managing
Director-Designate at '565/- per option under Employee
Stock Option Plan 2011 Grant XII.

A statement giving complete details, as at 31st March,
2025, pursuant to Regulation 14 of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
is available on the Company's website at
https ://www.
praj.net/wp-content/uploads/2025/06/ESOP-Disclosure-
Report-2024-25.pdf.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

To ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner
by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour, the Company has
adopted a Vigil Mechanism / Whistle Blower Policy. Key
features of this policy are given in Corporate Governance
Report. Policy is hosted on the website of the Company
and link for the same is given in "
Annexure 1".

23. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS :

The details of loans, guarantees and investments covered
under Section 186(4) of the Act are given in the notes to
the Audited Standalone Financial Statements. (Please
refer Note nos. 4, 11 & 30 to the Standalone Financial
Statements)

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES :

All contracts / arrangements / transactions entered by
the Company during the financial year 2024-25 with
related parties were in the ordinary course of business
and on an arm's length basis. Such transactions form part
of the notes to the financial statements provided in this
Annual Report. Particulars of related party transactions
are provided in Note no. 30 in the Standalone Financial
Statements.

There were no materially significant related party
transactions which could have potential conflict with the
interests of the Company at large. None of the transactions
with related parties falls under the scope of Section 188(1)
of the Act. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 does not apply to the Company for the financial
year 2024-25 and hence the same is not provided.

Your Company has formulated a policy on related party
transactions which is available on the Company's website
and link for the same is given in "
Annexure 1".

25. BOARD EVALUATION :

Pursuant to and in compliance with the provisions of
Section 134 of the Act and Rules made thereunder and
as provided in Schedule IV to the Act and the Listing

Regulations, the Board works with the NRC to lay down the
evaluation criteria for the performance of Executive / Non¬
Executive / Independent Directors.

Independent Directors have three key roles -Governance,
Control and Guidance. Some of the performance indicators
based on which the Independent Directors are evaluated
include :

(i) Ability to contribute to and monitor the Company's
corporate governance practices.

(ii) Ability to contribute by introducing international best
practices to address top-management issues.

(iii) Active participation in medium to long-term strategic
planning.

(iv) Commitment to the fulfillment of Directors'
obligations and fiduciary responsibilities, which
include participation in the Board and the Committee
Meetings.

The evaluation of all the Directors, Committees and the
Board as a whole was conducted based on the criteria and
framework adopted by the Board.

26. ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, Annual Return for the financial year ended on 31 st
March, 2025, in prescribed Form No. MGT-7 to be filed with
Ministry of Corporate Affairs is available on the website
of the Company at
https ://www.praj.net/investors-type/
annual-return/.

27. DIRECTORS’ RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the
Act, the Board hereby submits its responsibility statement
for the financial year 2024-25 as follows :

(i) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures.

(ii) the 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 as on 31 st March, 2025 and of the profit of
the Company for the year ended on that date.

(iii) 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.

(iv) the Directors have prepared the annual accounts on a
going concern basis.

(v) the 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; and

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

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143(12) OF THE ACT :

During the year, the Auditors have not reported to the Audit
Committee, any incidence of fraud as defined under Section
143(12) of the Act, committed against the Company by its
officers or employees.

29. DEPOSITS :

The Company has not accepted any deposits from public
as per the provisions of Sections 73 and 74 of the Act read
with Rules made thereunder and as such, no amount on
account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet.

30. SECRETARIAL STANDARDS :

The Company has complied with the applicable Secretarial
Standards (as amended from time to time) on meetings of
the Board of Directors and General Meetings issued by the
Institute of Company Secretaries of India.

31. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF) :

During the year under review, pursuant to and in compliance
with the provisions of Sections 124 and 125 of the Act and
Rules made thereunder, the Company has transferred :

(i) 33,189 equity shares whose dividend has remained
unclaimed / unpaid for a consecutive period of seven
(7) years to IEPF and

(ii) '13,74,153/- (Rupees Thirteen Lakhs Seventy Four
Thousand One Hundred Fifty Three only), being the
unclaimed dividend, pertaining to the final dividend
for the financial year 2016-17 to IEPF after giving
notice to the shareholders to claim their unclaimed /
unpaid dividend.

As on 31 st March, 2025, 2,98,650 equity shares are lying
with IEPF.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS :

During the year, there were no significant material orders
passed by the regulators and courts, which would impact
the going concern status of the Company.

33. INSOLVENCY AND BANKRUPTCY CODE (IBC) :

There were no proceedings admitted against the Company
under IBC 2016.

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

The Company has in place policy on Prevention of
Sexual Harassment in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("
POSH Act"). All
employees (permanent, contractual, temporary, trainees)
are covered under this policy.

The Company has constituted Internal Committee for
each location. The Name of all Committee members
and their contact details are available on the Company's
notice board along with the Policy on Prevention of Sexual
Harassment (POSH), which is accessible to all employees
of the Company.

Awareness programs are conducted on the POSH during
the financial year. Also, all new joinees at the Company
undergo separate induction on POSH policy.

Your Directors state that during the year under review,
there were no complaints received pursuant to the POSH
Act.

35. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO :

(i) Conservation of Energy :

Your Company focuses on energy conservation
through various means integrated into its technology
and operational principles :

• Biogas unit is installed at some of the
manufacturing facilities of the Company to
process waste.

• Design and Engineering Focus : The Praj
Technology and Engineering Group designs and
engineers plants and machinery with a focus on
minimizing energy and water consumption.

• Use of solar energy and Low electricity
consumption : Installation of solar plants at
various locations as well as usage of Green
energy has resulted in to considerable saving
in energy consumption. Approximately 33% of
our electricity requirement is currently met with
renewable energy.

(ii) Technology Absorption :

Praj is technology based Company. The Company
is actively involved in developing and deploying
technologies. These technologies are used by various
customers.

Low Carbon Intensity (CI) Ethanol :

Praj has developed an energy-efficient solution to
reduce the carbon intensity (CI) of corn-based ethanol
production. This innovation achieves significant
lowering of the overall energy demand in ethanol
plants by optimizing thermal integration.

Compressed Biogas (CBG) / Advanced Bio-Methane
(RenGas™):

Praj patented technology namely, RenGas™ efficiently
generates bio-methane from agricultural residues
such as Rice straws, Napier grass and sugar mill
waste, press- mud.

The Company also has an innovative solution for
developed markets that converts whole stillage into
Biogas alongside Distiller's Corn Oil (DCO).

Praj has developed multiple technologies for
feedstocks, PMStab™ for preservation of yield
efficiency of press mud, BMSolveTM and NGStab™
for pretreatment of biomass and Napier grass
respectively.

Bio-Bitumen :

Praj has developed technology to produce Bio¬
Bitumen, a renewable alternative to fossil-based
bitumen for eco-friendly road construction.

Sustainable Aviation Fuel (SAF) :

The Company has developed technology for producing
SAF from sugary feedstock via the Alcohol-to-Jet
(ATJ) fuel route, aiming to decarbonize the aviation
industry.

A Pilot/Demo unit for SAF at Praj R&D has achieved
successful mechanical completion.

Bioplastics & Biopolymers :

The Company has indigenously developed integrated
Polylactic Acid Technology at Jejuri. This facility
houses fermentation, chemical synthesis, separation
and purification sections along with other supporting
sections. Bio-based plastics, which are made up of
natural monomers and contain safer additives, are
biodegradable and provide an effective solution to
mitigate the hazards of plastics.

Renewable Products General Focus :

The Company makes continuous efforts to reduce
carbon and enhance GHG emission savings for the
production of renewable products, including fuels and
chemicals.

(iii) Expenditure incurred on Research and Development
during financial year 2024-25 :

Your Company has spent '699.2 Mn. on Research
and Development during the financial year 2024-25.

(iv) Foreign Exchange Earnings & Outgo :

Particulars

31st March, 2025

31st March, 2024

Earnings

4,163

6,723

Outgo

2,101

1,278

Net Foreign

2,062

5,445

Exchange

Earnings

36. DISCLOSURE ABOUT INCIDENCE OF FIRE AT PRAJ
MATRIX, R&D CENTER :

On 28th March, 2025, a fire incident occurred at the office
block of Praj Matrix, R&D center in Pune. There was no loss
of human life, and the safety of all personnel was ensured.
None of the Praj operations were adversely impacted due
to this incident.

37. ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation
for the continued co-operation and support extended to
the Company by Customers, Collaborators, Government
Authorities, Bankers, Suppliers, Auditors. They also place
on record their appreciation for the dedication and value-
added contribution made by all the employees.

Your directors would also like to thank all the shareholders
who have reposed confidence in the Company and its
future.

For and on behalf of the Board of Directors

Dr Pramod Chaudhari
Date : 26th June, 2025 Chairman

Place : Pune (DIN : 00196415)

Your Company has retained its status as a net forex
earner consecutively for past 27 years.


 
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