About Praj Industries Ltd

Praj Industries Limited (PIL) was incorporated on 8th November, 1985 with the objective of providing cutting edge solutions to the Distillery Industry. Praj is a knowledge-based company with expertise and experience in Bioprocesses and engineering. It delivers know how, license, engineering design, plant & equipment, project management, commissioning and customer care and turnkey projects. The company is engaged in the business of process and project engineering. It caters to both domestic and international markets and further provides design and engineering services. Beginning of Praj's journey into agro-based process industry and the first opportunity came from a sugar mill in India during the inception period. The Company developed SPRANNIHILATOR, a zero-pollution system for treatment of distillery effluents in the year 1986. The system was subsequently given an award for innovative concept. In the period of 1987-88, PIL had received Venture Capital from ICICI. In 1991, Praj established an R & D Center. Many new systems had been developed in this R & D Center, resulted into seven patents. Praj's expertise in fermentation and distillation was complemented by its expertise in wastewater treatment solutions. The Company's Sprannihilator System was given an award during the year 1992 by the Government of India, Ministry of Chemicals & Fertilizers. The Company undertook in-house development of Non-molasses (Starch based) technology and engineering for grains and tubers in 1993. In the same year 1993, Praj also introduced Brewery Engineering, Plant & Equipment. Praj went to public in the year 1994 and also the company branched out in the international market with orders from Indonesia and Philippines. Between the periods from 1996-1999, PIL had restructured to focus on its primary lines like ethanol technology and equipment, wastewater treatment and brewery engineering and commissioned several grain based ethanol plants in India. The Company had ventured into South America in the year 2000. An office set up in Bogota, Colombia to reach out to South, Central America and Caribbean and partner customers in the region. In the identical year of 2000, Praj manufacturing facility awarded the ISO 9002 and the prestigious ASME U & H stamps for pressure vessels and heating boilers, also an energy saving multi-pressure distillation systems, introduced by the company, became an Industry Standard. For production of Fuel grade ethanol in Vapor Phase Molecular Sieve Dehydration plants the company made collaborates in the year 2000-02. PIL's first MSDH plant in India went on stream in May of the year 2002. During the period of 2000-02, the company had entered into East European Market with engineering order for a grain-based plant, launched Multi-feed & Multi-product Ethanol technology for round the year distillery operation and also bagged an order for Multi-feed & multi-product plant in Maharashtra, for Vaidyanath SSK Limited. In the years between 2002-04, after the successful entry in East European Market, PIL made entry in Australian Market with First technology and engineering order for green-field Fuel ethanol production plant. Launched the innovation Center for advanced applied research in the field of ethanol and brewing process under the name of Matrix, developed Sweet Sorghum to Ethanol process, received ICORE award for the leadership in Biofuels and commissioned a unique wastewater treatment plant in Colombia. This technology was developed in-house. During the year 2005, Praj commissioned two large size ethanol plants in Colombia, exclusive Export Oriented Unit (EOU) of the company was established and the Brewery Manufacturing facility near Pune (Sanaswadi, Unit-2) was acquired. PIL had also acquired worldwide rights for Molecular Sieve based dehydration technology from Delta-T in the same year of 2005. All five large sized ethanol plants of the company in Colombia on stream for commercial production from March 2006 onwards. During the same year 2006, PIL had inked alliance with Meura for High Performance Brewery Mash Filters Praj expands Brewery Business, Skid Mounted Ethanol Plant designed, manufactured and shipped to CSR Australia and also the company had acquired US Engineering Company C.J. Schneider Inc. The Company made a Joint Venture with Aker Kvaerner in the year 2007 and established JV Company under the name of BioCnergy Europa B.B in Netherlands. PIL's fifth manufacturing facility in Kandla (SEZ), India commissioned for bioethanol and biodiesel manufacturing units. In the same year of 2007, Praj had opened office in Brazil made a footprint in Biodiesel business. The Company conferred Star SME Award 2007' by The Business Standard. Pantaleon Group, Guatemala awarded two large ethanol plant contracts to PIL in May of the year 2008. Out of the two, one for 450,000 LPD (40 MGPY) at Bio Etanol in Guatemala and another for 300,000 LPD (27 MGPY) at Ingenio Monte Rosa, Nicaragua. As at 2008, Praj had awarded a contract by Maple Etanol S.R.L., Peru, a subsidiary of Maple Energy plc, a leading integrated energy company, for a 400,000 litres per day distillery for production of fuel grade ethanol based on clarified cane juice as feedstock. The Company has a vision of expanding in the biofuels technology arena. For biodiesel projects, the company will offer in-house developed turnkey solutions including technology, engineering, plant & equipment and project management services. On 16th of January 2014, the Company changed its identity and adopted a new symbol and logo to represent the expanded business portfolio and diversity of client profile as well as business models and many other changes. Also, on 4th April 2014 the Company shifted its Registered Office to 'Praj Tower', S. No.274 & 275/2, Bhumkar Chowk-Hinjewadi Road, Hinjewadi, Pune - 411 057. The new offices qualify it as a green building. During the fiscal, the Company has formed; a wholly owned subsidiary Praj Sur America S.R.L., in Argentina on 24th September, 2013; a wholly owned subsidiary Praj Industries (Namibia) Pty. Ltd. in Namibia on 16th October, 2013. During the year 2015, the company has divested from BioCnergy Europa B. V., The Netherlands and the subsidiary was closed. Hence it ceased to be the subsidiary of the Company. Apart from the above, Pacecon Engineering Projects Ltd., India, Praj HiPurity Systems Ltd. India, Praj Americas, Inc., U.S.A., Praj Far East Co. Ltd., Thailand, Praj Industries (Africa) (Pty.) Ltd, South Africa, Praj Far East Philippines Ltd. Inc., The Philippines, Praj Sur America S.R.L., Argentina and Praj Industries (Namibia) Pty. Ltd., Namibia continue to be subsidiaries of the Company.During the year 2016, the Company acquired balance 20% stake in its subsidiary Company viz. Praj HiPurity Systems Limited thus completing 100% acquisition and making Praj HiPurity Systems Limited a Wholly Owned Subsidiary of the Company. During the fiscal year 2017, the Company has divested from Praj Sur America S.R.L., and the subsidiary was closed with effect from 31st August 2016. Hence it ceased to be the subsidiary of the Company. During the fiscal year 2018, in view of project completion, the Company has closed down its project specific step down subsidiary by name Praj Industries (Tanzania) Limited with effect from 23rd October, 2017. In view of this, it ceased to be the step down subsidiary of the Company. In FY 2018-19, Critical Process Equipment & Skids (CPES) business unit delivered the highly complex equipment for critical applications to an international customer in Hydrocarbon industry. In FY 2018-19, Company expanded its global footprints by entering into two new countries; Bolivia and Kazakhstan. In FY 2019-20, Company partnered with Dedini S/A Indústrias de Base of Brazil to provide advanced technologies for ethanol production for South America, and with Sekab E-Technology AB, Sweden to commercialize technology to produce advanced bio fuels and bio-chemicals from forest residue. In FY 2019-20, Company received a second contract for critical equipment supply from BPCL for their Bargarh 2G refinery. In FY 2019-20, Critical Process Equipment & Skids (CPES) business continued its strategy to establish strong relationships with select Global Technology and EPC players. As a result of several customer centric endeavors, the CPES business has been able to strongly position itself as a strategic supplier to select technology and EPC companies. Praj received a major contract from a US-headquartered customer to supply pressure vessels for an LNG plant based in Louisiana, USA. It is also executing contract for the global major industrial gas company for supplying special purpose vessels. During 2019-20, Praj Industries (Namibia) (Pty) Ltd. was closed down on 11th September 2019 as the project for which it was formed, was fully executed. During FY 19-20, Company developed and deployed technologies to help customers maximize profitability by upgrading existing plant capacities while reducing the energy/ water footprints. With the upgraded plant capacity, customers can divert the feed stock to produce ethanol instead of sugar. Praj's integrated process solutions such as Maximol, PROFIT, SHIFT, help customers in achieving energy footprint reduction and improved operating costs. These solutions help customers reduce greenhouse gas emissions from the plants and effluent generation. In FY 2019-20, Praj Matrix launched an Enzymatic Biodiesel technology which is feed stock agnostic. Praj Matrix is working on optimization of the tocopherol and rice bran wax technology by enhancing yields and productivity. The rice bran wax produced by Praj Technology is being tested by a US- based MNC for coating applications. The Company set up demo plant for converting biomass to biogas that will be used for optimizing and scaling up of the technology. It has joined hands with Sekab E-Technology AB, Sweden, to upgrade and commercialize base technology to produce advanced bio fuels and bio-chemicals from forest residue as feedstock. In November 2020, Company entered in a non-binding MoU with Ministry of Petroleum & Natural Gas for providing technology support to CBG projects under SATAT Scheme. In FY 2020-21, Company made a major breakthrough in the refinery & petrochemical segment with a large order for water and waste water treatment system including Zero Liquid Discharge for their Acrylic/Oxo-Alcohol Project. In FY 2020-21 Parj HiPurity System (PHS) focused on creating value in complex injectable, fermentation and Bio-pharma segments. In FY 2021-22, Company received multiple contracts from a US-headquartered Industrial Gases company for supply of Critical Equipment and Modules used for hydrogen plants. It received large orders for multiple equipment from one of its key customer for supply to LNG projects in USA. During FY 2021-22, Company won few orders for the brownfield projects. On the international business front, Investments in African beer market coming back on track with new inquiries received from major groups. It expanded footprint in the region with key strategic order wins coming in from Niger and Kenya. In Dec' 21, the Company launched an innovative solution to process sugarcane juice in to a new sustainable feedstock BIOSYRUP. During 2022-23, the Company commissioned first 2G Ethanol Plant in IOCL Panipat. It formed a new subsidiary, Praj GenX Limited on 15th March, 2023 for various low carbon fuel projects such as Blue and Green Hydrogen/ ammonia etc. It commissioned two more CBG plants working on industrial effluent and rice straw; commissioned first commercial passenger flight powered by indigenous Sustainable Aviation Fuels; commissioned its first plant based on the Biosyrup as feedstock and commissioned Asia's largest single train 510 KLPD syrup to ethanol plant.

Praj Industries Ltd Chairman Speech

Dear Shareholders,

I am privileged to present the 37th Annual Report of your Company for FY 2022-23. Amid turmoil in the world economy, India has received recognition as a bright spot, thanks to robust economic growth ever commercial passenger flight. By collaborating with on the back of domestic consumption cycles. Your company has been able to leverage tailwinds in the home market to record strong financial performance.

There are rising concerns over the evils of climate change and its impact on the environment. In fact, according to the latest State of the Global Climate reports published by the World Meteorological Organization, the world witnessed hottest summer in 2022. Also, the past eight years were the warmest on record globally, fueled by ever-rising greenhouse gas concentrations and accumulated heat. May 2023 report of World Meteorological Organization has estimated weather and climate related disasters as USD 4.3 trillion and human casualties over 2 million in last five decades. While most of the economic damage was in developed nations, nine out of ten human casualties were reported in developing economies. This has further precipitated the need for sustainable climate action to curb greenhouse gas emissions.

The Race to Zero campaign towards carbon neutrality has gained strong momentum following COP 27 summit held in Egypt last year. Several nations and global conglomerates have announced definitive plans by way of roadmap to achieve

Adopting circular economy and embracing energy transition are among two most promising solutions to achieve Net Zero and bioeconomy encompasses both.

Your company has two pronged strategies in the realm of Bioeconomy viz. Bio-MobilityTM platform of technologies for production of low carbon biofuels and Bio-PrismTM portfolio of technologies for production of renewable chemicals and materials. While the former facilitates sustainable decarbonization, latter enables carbon recycling. Both innovative technology solutions help in transitioning from hydrocarbon-based economy to carbohydrate-based economy. In addition to being a renewable resource bioenergy also positively impacts socio and economic development of nation besides ensuring inclusive growth.

Your company is playing an important role in reconfiguring the nation's transportation fuel mix by helping build capacity for production of biofuels. India's strides in ethanol blending program, enabled by technology advancements, now at foothills of 20% blend, is acclaimed as a success story globally. Your company is proud to be a prime mover in this development, with over 70% share in the country's ethanol production capacity.

We have now successfully commissioned our First 2G Ethanol Bio-

Refinery at IOCL Panipat and the first ethanol is out. This one plant for will benefit rural youth while eliminating around 320,000 MT of CO2 every year which is equivalent to replacing nearly 63,000 cars on road annually.

Your company has reaffirmed its technology leadership in biofuels industry globally by deploying indigenously produced sustainable aviation fuel (SAF) blended with Aviation jet fuel (ATJ) in India's first major national and international energy companies your company is building SAF capacities to ready India meet CORSIA mandates. Energy Transition & Climate Actions has become a strong development agenda globally to facilitate transition to low carbon economy. With an array of technology embedded sustainability solutions, your company is gearing up to service significant opportunities from global customers.

As a firm believer of the premise that technology has prowess to change the world for better, your company continues to invest in developing innovative sustainable solutions. To curb evils of plastic menace and to support government of India's single use ban on plastic Praj has developed technology to produce bioplastics. As a part of commercialization our first-of-its kind demo cum pilot plant in Jejuri in outskirts of Pune, will be used for scaled production of Food Grade Lactic Acid and Polylactic Acid. To expedite our research technologies for production on SAF, bio butadiene, and biohydrogen, we are also making investments to set up "Multipurpose catalysis lab".

Yourzerocompany,target. as a responsible organization, is committed to enhancing and contributing towards achieving a resilient and environmentally friendly future for all. As a part of our internal sustainability system, we monitor several key sustainability indices aligned with the principles of ESG i.e., Environmental, Social, and Governance. By embracing Bioeconomy, we can commence our voyage towards assured sustainability.

Your company is committed to causes that are for the greater good of society. As yet another demonstration, this year your company has taken up a project to make village Mandede in Mulshi district of Pune, Net Zero in two years' time with active support from villagers and other stakeholders. With over 650 lac villages, majority of India's population lives in villages and this model project is expected to inspire other villages to undertake similar initiatives and help India achieve its nationally determined contributions.

India is on course to become a five trillion-dollar economy by

2026-27 and has ambition to become developed economy by 2047. Your company is committed to help India achieve this ambitious goal and is accordingly investing in technology, people and infrastructure.

I remain confident of your continued support in realizing the company's vision of making the world a better place.

Dr. Pramod Chaudhari

Executive Chairman

July 2023, Pune

The Members of Praj Industries Limited,

Your Directors present their 37^th Report together with the Audited Financial Statements for the year ended 31^st March, 2023.

Financial Results (Standalone)

During the year under review, your Company has recorded total income of Rs.32,032 Mn. (previous year Rs. 21,140 Mn.), registering increase of 51.52% in total income. Profit after Tax increased by 44.53% to 2,376 Mn. (Previous year Rs.1,644 Mn.). The performance summary (standalone) is presented herewith:

State of Company's Affairs

Please refer Management Discussion & Analysis annexed to this report dealing with the state of Company's affairs at length. (Refer Annexure 1).

Summary of Consolidated Results

During the year, the Total Income stood at Rs. 35,738 Mn which is 50.19% more overlastyear(Rs.23,795Mn).Profitafter tax was

Rs. 2,398 Mn previous year's figure (Rs 1,502 Mn) registering an increase of 59.65 % over last year. The performance summary is presented herewith:

Dividend

The Board of Directors at its meeting held on 25^th May, 2023 has recommended Dividend of Rs. 4.50/- per share (225%) of Face value of Rs. 2/- for the financial year 2022-23.

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 Rs. 826.71 Mn. The dividend pay-out is in line with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

In accordance with the Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy and the same is annexed herewith as Annexure 9. The Policy is also hosted on the website of the Company and can be viewed at www.praj.net

Investor Education and Protection Fund (IEPF)

Pursuant to the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unclaimed/ unpaid dividend of Rs.12,21,883/- pertaining to the financial year 2014-15 & Interim Dividend of

Rs. 15,25,700/- for the financial year 2015-16 to IEPF, on 21^st September 2022 & 12^th May, 2023 respectively. Further, the Company has also transferred corresponding 17,044 shares pertaining to the financial year 2014-15 to IEPF on 14^th October 2022. The transfer of 36,374 shares pertaining to unclaimed dividend for the financial year 2015-16 is under process.

Details of Nodal Officer

Mr. Dattatraya Nimbolkar, Chief Internal Auditor and Company Secretary has been appointed as Nodal Officer of the Company.

Details in this regard are available on the website of the Company at www.praj.net

Reserves

The Company is not proposing any transfer to the General Reserve for the year 2022-23.

Credit Rating a) 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. b) 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

Subsidiaries

Praj Engineering & Infra Ltd. India, Praj HiPurity Systems 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.

During the year, Company has formed Wholly Owned Domestic Subsidiary, Praj GenX Ltd. India, on 15^th March, 2023.

Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Companies, except Praj GenX Ltd., are included in this Annual Report. Since Praj GenX Ltd. has not yet started its operations, consolidation of its Financial

Statements is not done. Further, a statement containing the details of performance, financial position for each of the Company's subsidiaries in the prescribed format AOC-1 is also enclosed (Please refer Annexure 6). Copies of Annual Accounts and related detailed information of all the subsidiaries can also be sought by any member of the Company or its Subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company in Subsidiary Companies are also available for inspection at the Company's and/or the concerned Subsidiary's Registered Office.

The Company has formulated a policy for determining ‘material subsidiaries' and such policy is hosted on the Company's website i.e. www.praj.net

Corporate Governance

Pursuant to the provisions of Regulation 34 (2) & (3) and 53(f), read with Schedule V to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report (Annexure 1), Report on Corporate Governance and Compliance Certificate on Corporate Governance (Annexure 3), Business Responsibility & Sustainability Report (BRSR) (Annexure 8), Dividend Distribution Policy (Annexure 9) are annexed to this report.

Directors

Ms. Parimal Chaudhari (DIN 00724911) retired at 36^th Annual General Meeting held on 4^th August, 2022 and was re-appointed as Director of the Company.

Ms. Parimal Chaudhari (DIN 00724911) will retire at 37^th Annual General Meeting and being eligible, has offered herself for re-appointment as Director of the Company.

Members at 36^th Annual General Meeting held on 4^th August, 2022 had approved extension of tenure of Dr Pramod Chaudhari (DIN 00196415) as an Executive Chairman for a period of 29 months w.e.f 1^st August, 2022 till 31^st December, 2024.

Members at 36^th Annual General Meeting held on 4^th August, 2022 had approved extension of tenure of Mr. Sachin Raole (DIN 00431438) as CFO & Director-Resources for a period of 5 years w.e.f 1^st August, 2022 till 31^st July, 2027.

Based on the recommendation of Nomination & Remuneration Committee, Board at its meeting held on 3^rd February, 2023, has approved re-appointment of Mr. Shishir Joshipura (DIN 00574970) as a CEO & Managing Director for a period of 27 months w.e.f 1^st April, 2023 till 30^th June, 2025, subject to approval of Shareholders at 37^th Annual General Meeting.

Based on the recommendation of Nomination & Remuneration Committee, Board vide Circular Resolution No. CIR/BM/01/2023-24, has approved re-appointment of Dr Shridhar Shukla (DIN 00007607) as an Independent Director of the company for a further period of 5 years w.e.f 12^th April, 2023 till 11^th April. 2028, subject to approval of Shareholders at 37^th Annual General Meeting by way of Special Resolution.

Composition of Key Managerial Personnel (KMP)

The Company has the following KMPs as on 31^st March 2023;

Composition of Audit, Nomination & Remuneration Committee

For details, kindly refer the Corporate Governance Report annexed to this Report (Annexure 3).

Declaration from Independent Directors

The Independent Directors have submitted their annual declaration to the Board confirmingthat they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed there under.

Auditors a) Statutory Auditors

Current tenure of P G BHAGWAT LLP, Chartered Accountants, Pune (Firm Regn. No. 101118W/W100682), Statutory Auditors of the Company will expire on the date of 39^th Annual General Meeting to be held in the calendar year 2025.

b) Internal Auditors

The Internal Auditors, Khare Deshmukh & Co., Chartered Accountants, Pune have conducted internal audits periodically during Financial Year 2022/23 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 2023-24.

c) Cost Auditors

Your Company has appointed Dhananjay V. Joshi & Associates, Cost Accountants as Cost Auditors of the Company for the Financial Year 2023-24 at the remuneration as set out in item No. 5 of the explanatory statement which is subject to the ratification of members in the ensuing Annual General Meeting.

d) Secretarial Auditors

M/s KANJ & Co., LLP, Pune, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report (MR-3) for Financial Year 2022-23 forms part of the Annual Report as Annexure 5.

The Board has appointed M/s KANJ & Co. LLP, Pune, as Secretarial Auditors of the Company for the Financial Year 2023-24.

Material changes and commitments, if any, affecting the financial position of the Company those occurred between the end of the financial year to which these financial statements relate and the date of

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

Statement concerning development and implementation of Risk Management Policy of the Company.

In accordance with the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, (LODR) the Board has amended Risk Management Policy and initiated necessary steps for framing, implementing and monitoring the risk management plan for the Company.

Based on market capitalization rank as on 31^st March 2023, provisions of Regulation 21 of SEBI (LODR), Regulations 2015, as amended from time to time, are applicable to the Company for the Financial Year 2023-24. As per amended Regulation 21 of SEBI LODR Regulations, it is mandatory for the Company to constitute Risk Management Committee. However, Company had already constituted Risk Management Committee at its Board Meeting held on 16^th May 2019. The main objective of Risk Management policy is 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.

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 a matter of Risk Management Policy, these risks are assessed and steps, as appropriate, are taken to mitigate the same. The Amended Risk Management Policy is hosted on the Company's website i.e.www.praj.net 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.

Internal Financial Controls:

The Company has in place, adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

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.

The said policy is available on Company's website i.e. www.praj.net and is also attached as Annexure 7 to this report.

ESOP:

During the year, your Company allotted 40,000 shares on exercise of options under the Employee Stock Option Plan 2011. Consequent to the above, the Issued, Subscribed and Paid-up Share Capital of your Company increased from 183,673,088 (number of shares) (Value Rs.367.346 Mn.) as of 31^st March, 2022 to 183,713,088 (number of shares) (Value Rs.367.426 Mn.) as of 31^st March, 2023.

Please refer Annexure 4 to this report for the particulars required to be disclosed pursuant to Rule 12 (2) of the Companies (Share

Capital and Debentures) Rules, 2014 and Clause 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

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. This policy is explained in Corporate Governance Report and is also hosted on the website of Company at www.praj.net.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives:

Kindly refer Annexure 2 to this Report.

Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013:

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. (Please refer Note No 5 & 26 to the Standalone Financial Statements).

Contracts and arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2022-23 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 provided in this Annual Report. (Please refer Note No 29 to the Standalone Financial Statements).

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions which is available on the Company's website at www.praj.net