TO THE MEMBERS PLAZA WIRES LIMITED

Your Directors have pleasure in presenting their 19th Annual Report, together with the Audited Annual Standalone Financial Statement's of the Company for the year ended March 31, 2025.

The Company's financial performance's for the year ended March 31, 2025 along with the previous year's figures are Summarized below:

(' in Millions)

During the year, the company achieved a turnover of '2181.75 Million as against 1988.05 million as against million in FY 2023-24, showing a growth of 9.74 %. The Company has earned profit before tax of '39.14 million as compared to '52.22 million in the preceding year and Net Profit after tax of '28.84 million compared to '36.77 million in the preceding year. The reduction in profit is on account of increase in input cost, factory overhead expenses and other expenses etc.

Company does not have any subsidiary, Joint Venture or Associate Company.

During the Year, no amount is transferred to Reserve.

The Board of Directors of the Company do not recommend any dividend for the financial year March 31, 2025, to plough back the profit to meet with the fund requirements of the business.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.

During the year under review, there was no change in the nature of business of the company.

(A) BANK FACILITIES RATING BY CRISIL RATINGS

CRISIL Rating to the Total Bank Loan facilities of Plaza Wires Limited vide letter dated March 31, 2025. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Long Term rating is CRISIL BBB-/ Negative (Reaffirmed) vide letter dated mentioned above.

During the year, No change has been observed in the Share Capital the Company.

KFIN Technologies Limited is the Registrar and Share Transfer Agent of the Company.

The Annual Listing fees for the financial year 2024-25 have been paid to both the Stock Exchanges.

Accordingly, the paid-up share capital of the company is '43,75,20,780/- divided into 43,752,078 equity shares of 10/- each as on 31st March, 2025.

There was no deviation in the utilization of IPO proceeds as per object stated in the prospectus of the Company.

The company received an amount of ' 712.81 millions via fresh issue of13200158 equity shares of face value ' 10/-each at an issue price of ' 54/- per share through Initial Public Offering (IPO). The company's equity shares were listed on the National Stock exchange(NSE) and BSE limited (BSE) on October 12,2023. The utilisation of the net IPO proceed is summarised below :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - A.

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 (‘Rules') are annexed to this report as Annexure - B.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary and Compliance officer at compliance@plazawires.in.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 202425.

(I) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures;

(II) They have selected such accounting policies and applied them consistently and made judgment 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 the year;

(III) They have taken proper and sufficient care for the maintenance of adequate accounting records, and the adequate steps have been taken to make it afresh, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) They have prepared the annual accounts on a going concern basis.

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

As on 31st March, 2025, the Board comprised of 8 (Eight) Directors including 4 (Four) Independent Directors. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Abhishek Gupta (DIN:06486995) Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered himself for reappointment and your Board recommends his re -appointment.

During the year under review, there has been no cessation or resignation of any Director.

During the financial year ended 31st March, 2025, the following persons were acting as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The Company had sought a certificate from the M/s. Sharma & Trivedi LLP, Secretarial Auditors (Registration No. AAW - 6850) of the Company confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 30th March, 2025 to inter alia review the performance of NonIndependent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board. Additionally, they also evaluated the Chairman of the Board.

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, 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 the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programs for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively to decision making.

During the year under review, the Company has conducted Familiarization Programs for Independent Directors.

The details of Familiarization Programs have been uploaded on the website of the Company at www.plazawires.in.

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

(4) Four meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report. The gap between two board meetings didn't exceed 120 days.

The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to Note 7 to the Standalone Financial Statement.

All the transactions with related parties entered into during the financial year were in ordinary course of business and on arm's length basis. No Material Related Party Transactions were entered into during the financial year under review by the Company. Accordingly, the disclosure on Related Party Transactions, as required under Section 134(3) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company's website at https://www.plazawires.in/policies.php.

The details of all the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to Note 33 to the Standalone Financial Statement which sets out related party disclosures pursuant to IND AS-24.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on recommendation of the Nomination & Remuneration Committee, the Board of Directors have adopted a policy for selection and appointment of Directors, Key Managerial Personnel (‘KMPs'), Senior Management Personnel (‘SMPs') and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters, the key features of which is as follows:

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person proposed to be appointed as Director, KMP or Senior Managerial Personnel and recommend to the Board his/her appointment.

A person should possess adequate qualification, expertise and experience for the position for which appointment is considered. The Committee has discretion to decide whether qualification, expertise and experience possessed by the person is sufficient as per the requirement of the concerned position.

The Company shall not appoint or continue employment of any person as Managing Director, Whole-time Director or Manager who has attained the age of seventy years provided that the term of person holding this position may be extended beyond the age of seventy years with the approval of the shareholders by passing a special resolution based on the justification stating reasons/ clarification for extension of appointment beyond seventy years.

Additionally in compliance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company shall not appoint or continue the appointment of a non-executive director who has attained the age of seventy-five years, unless a special resolution is passed by the shareholders, to that effect, in which case the explanatory statement annexed to such motion shall indicate the justification appointing such person.

The Nomination and Remuneration Policy has been placed on the website of the Company viz https://www.plazawires.in/policies.php.

Pursuant of the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility committee and Corporate Social Responsibility (CSR) Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of your company along with the initiative taken by it are set out in "Annexure- C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the company, https://www.plazawires.in/policies.php.

During the financial year under review, the Company was required to spend 16,50,000/- towards claiming CSR activity. The Company has made a contribution amounting to 16,50,000/- to Jai Laxmi Narayan Trust and Rotaray Club for the project named Skill Development Training Programme and for Medical Equipment Setup of Ward at "Vivekanand Arogya Kendra" is permissible CSR activity.

As on the year ended 31st March 2025, the composition of the CSR Committee is as follows

During the year under review there has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future; except the general ones mentioned below:

a) The Survey has been Conducted by Income Tax Department initiated from 20th September, 2024 Friday and concluded on 22nd September, 2024 Sunday Mid Night wherein the authority undergone the search at corporate office and at plant situated at Baddi, Himachal Pradesh and the due support has been provided by company during the entire survey.

b) The GST Demand order of Rs. 11.5 Cr has been received from the office of Commissioner, central GST & Central Excise Commissionerate, Shimla.

As required under Section 92(3) read with the Section 134(3)(a) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the copy of Annual Return in Form MGT-7 as on 31st March, 2025 will be placed on the website of the Company and can be accessed at https://www.plazawires.in.

In line with the requirements of the Companies Act 2013, at the 14th Annual General Meeting M/s. Shailendra Goel & Associates, Chartered Accountants (FRN: No. 013670N) were appointed as the Statutory Auditors of the Company to hold the office for a period of 5 consecutive years, from the conclusion of 14th Annual General Meeting till the conclusion of 19th Annual General Meeting of the Company.

M/s Shailendra Goel & Associates, Chartered Accountant, Delhi, partnership firm has been proposed to be appointed for 02nd term from the conclusion of ensuing 19th Annual General Meeting up to the conclusion of 24th Annual General Meeting. The proposed appointment has already been approved in the Board Meeting held on 30.05.2025, subject to the approval of the same in 19th Annual General Meeting

M/s. Shailendra Goel & Associates, Chartered Accountants, Delhi have furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014.

The Auditor's Reports on the Standalone Financial Statements for the financial year ended March 31, 2025 do not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The Statutory Auditors have not made any qualifications, observation or adverse remark in their Reports.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Act.

The Dividend Distribution Policy of the Company is available on Company's website and is accessible through weblink https://www.plazawires.in/policies.php.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with the certificate from Mr. Vishwanath Partner of M/s. Sharma and Trivedi LLP Practicing Company Secretaries confirming the compliance of Corporate Governance requirements is the part of this Annual report.

Your Company has also been enlisted in the SEBI Compliant Redressal System (SCORES) enabling the investors to register their complaints, if any for speedy redressal. Further the company has also registered themselves on Smart Online Dispute Resolution (ODR) Portal for the purpose to provide a user-friendly, technology-driven platform for resolving conflicts such as grievances or disputes through online conciliation and arbitration.

In accordance with the provisions of the Companies Act, 2013, the Company has constituted Five committees of the Board, namely:

1. Audit Committee

2. Stakeholders' Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee

5. Management Committee

A detailed note on the composition of the Board and its committees, including its terms of reference, is provided in the Corporate Governance Report. The composition and terms of reference of all the Statutory Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31st March, 2025, the Audit Committee comprises of Mrs. Monam Kapoor, Mrs. Chetna, Independent Directors and Mr. Sanjay Gupta, Managing Director of the Company.

Mrs. Monam Kapooor is the Chairperson of Audit Committee of the Company. The Company Secretary and Compliance Officer of the Company acts as Secretary of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Other details with respect to Audit Committee are given in Report of Corporate Governance, forming part of this Report.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process and vigil mechanism.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis Report is set out in this Annual Report.

As on March 31, 2025, the Authorized Share Capital of the Company was ' 50,00,00,000 /- (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore) Equity Shares of ' 10/- each (Rupees Ten Only).

During the year under review, the paid up share capital of the Company is 43,75,20,780/- divided into 43752078 Equity shares of 10/- each.

The Equity Shares issued during the year rank pari passu with the existing Equity Shares of your Company.

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee, appointed M/s. BARS & Co. Chartered Accountants, Delhi, as Internal Auditors of the Company for the financial year 2025-26. The Internal Auditors monitor and evaluate the effectiveness and adequacy of internal control systems in the Company, its compliances with the operating systems, accounting procedure and polices at all locations of the Company and reports to the Audit Committee on the quarterly basis.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

COST AUDITORS

Your Board of Directors has re-appointed M/s Deepak Mittal & Co., Cost Accountants were reappointed as cost auditors of the company to conduct audit of cost records maintained by the company for the Financial Year 2025-26 in accordance with section 148 and the companies ( cost records and Audit) rules, 2014 after obtaining his consent and certificate under section 139, 141 and 148 of the companies act, 2013 read with the companies (Audit and Auditors) Rules, 2014 where they have confirmed their consent and eligibility to act as cost auditors of the company.

Your company has maintained cost records and accounts as specified by the central government under sub-section (1) of section 148 of the companies' act, 2013.

There are no qualifications, reservations or adverse remarks made by cost auditors in their report for the FY 2024-25. Further, the cost audit report for the FY 2023-24 was filed on 25th September, 2024.

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

It is stated that the Company has constituted Internal Complaints Committee and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company conducts awareness programs at regular intervals.

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud and violation of the Company's Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairperson of the Audit Committee.

The Policy is displayed on the website of the Company https://www.plazawires.in/policies.php. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Sharma & Trivedi LLP Practicing Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report forms part of this Report. The following observation has been made by the secretarial auditors:

The secretarial compliance report for the financial year ended March 31, 2025 in compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s Sharma and T rivedi LLP, Secretarial Auditors and submitted to the stock exchanges.

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 your directors confirm compliance of the same during the financial year under review.

i. During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, including Employee Stock Options Schemes;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

(g) instance of one-time settlement with any bank or financial institution;

(h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

(ii) The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report.

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchanges, depositories, banks, customers, vendors and members during the year under review.