డైరెక్టర్ల నివేదిక Plaza Wires Ltd.

Mar 31, 2025

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.

FINANCIAL SUMMARY / STATE OF THE COMPANY''S AFFAIRS

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

	STANDALONE
PARTICULARS	YEAR ENDED	YEAR ENDED
	MARCH 31, 2025	MARCH 31, 2024
Revenue from Operations and Other Income a) Revenue from Operations b) Other Income	2181.75 8.32	1988.05 11.01
Profit before Finance Costs, Depreciation and Amortisation expenses and Tax expenses	87.21	110.13
Less: Finance Cost	29.19	43.28
Less: Depreciation and Amortisation Expenses	18.88	14.63
Profit before Exceptional Items and Tax	39.14	52.22
Profit before Tax	39.14	52.22
Tax Expenses	10.31	15.45
Profit for the Year	28.84	36.77
Other Comprehensive Income for the year, net of tax	(1.94)	(0.26)
Total Comprehensive income for the year, net of tax	26.90	36.51
Basic EPS (''	0.66	1.00

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

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.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

RESERVES

During the Year, no amount is transferred to Reserve.

DIVIDEND & APPROPRIATIONS

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.

MATERIAL CHANGES AND COMMITMENTS

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.

CHANGES IN THE NATURE OF BUSINESS

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

RATING BY EXTERNAL RATING AGENCIES

(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.

SHARE CAPITAL HISTORY

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.

DESCRIPTION OF SECURITIES	NO. OF SECURITIES	BSE LIMITED (SCRIP CODE)	NATIONAL STOCK EXCHANGE OF INDIA LIMITED (SYMBOL)
Equity shares of 10/- each fully paid up	43,752,078	544003	PLAZACABLE

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 :

OBJECTS OF THE ISSUE AS PER PROSPECTUS	AMOUNT TO BE UTILISED AS PER PROSPECTUS	UTILISATION UPTO MARCH 31, 2024
Capital Expenditure to be incurred for setting up the manufacturing unit	244.13	245.50
Working Capital Expenditure	220.00	220.00
General Corporate Purpose	146.03	146.03
Issue Expenses	102.65	101.28
Net proceed	712.81	712.81

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange ear¬
nings 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.

PARTICULARS OF EMPLOYEES

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 [email protected].

DIRECTORS'' RESPONSIBILITY STATEMENT

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 2024¬
25.

(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 jud¬
gment 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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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.

I. RETIREMENT BY ROTATION

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 re¬
appointment and your Board recommends his re -appointment.

II. CESSATION

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

III. KEY MANAGERIAL PERSONNEL (“KMP”)

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:

S. NO.	NAME OF THE KMP	DESIGNATION
1.	Mr. Sanjay Gupta	Managing Director
2.	Mrs. Sonia Gupta	Whole-time Director
3.	Mr. Abhishek Gupta	Whole-time Director
4.	Mr. Aditya Gupta	Whole-time Director
5.	Mr. Ajay Kumar Batla	Chief Financial Officer
6.	Ms. Bhavika Kapil	Company Secretary & Compliance officer

IV. DECLARATION FROM INDEPENDENT DIRECTORS

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.

SEPARATE MEETING OF THE INDEPENDENT DIRECTOR

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 Non¬
Independent 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.

V. ANNUAL PERFORMANCE EVALUATION BY 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 Exch¬
ange 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.

VI. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a framework, duly approved by the Board of Directors for Familiariz¬
ation 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.

DEPOSITS

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 outstan¬
ding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the
Companies Act, 2013.

MEETINGS OF THE BOARD

(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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 fina¬
ncial statements. Members may refer to Note 33 to the Standalone Financial Statement which
sets out related party disclosures pursuant to IND AS-24.

POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

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 recommen¬
dation 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 qualifica¬
tion, 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 Disclo¬
sure 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.

CORPORATE SOCIAL RESPONSIBILITY

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

S. NO.	NAME OF THE KMP	DESIGNATION
1.	Mr. Sanjay Gupta, Managing Director	Chairman
2.	Mr. Abhishek Gupta, Whole Time Director	Member
3.	Mrs. Chetna, Independent Director	Member

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

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 oper¬
ations 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.

ANNUAL RETURN

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.

STATUTORY AUDITORS

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.

REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS

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.

DIVIDEND DISTRIBUTION POLICY

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

CORPORATE GOVERNANCE

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 stipula¬
tions laid down in Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing Obli¬
gations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Gove¬
rnance 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.

COMMITTEES OF THE BOARD

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.

COMPOSITION OF AUDIT COMMITTEE

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

SHARE CAPITAL

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.

INTERNAL AUDITORS

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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 re¬
appointed 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.

COST AUDIT REPORT

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.

VIGIL MECHANISM/WHITSLE BLOWER POLICY

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:

''. 5,900/- each charged as penalty by BSE and NSE in respect to delayed filing of Related party
transaction Under Regulation 23(9) of SEBI LODR Regulations, 2015 for the half year ended
March, 2024. The same has been paid on 11th July, 2024 to BSE and NSE. The delay was due to
certain technical glitches. The Board has initiated, since then, timely filing measures and
compliances.

ANNUAL SECRETARIAL COMPLIANCE REPORT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

VALUATION OF ASSETS

General Disclosure:

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.

APPRECIATIONS

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.

For and on Behalf of Board of Directors of
Plaza Wires Limited

SANJAY GUPTA

Date: August 14, 2025 Chairman and Managing Director

Place: Delhi DIN:00202273

---

Mar 31, 2024

Your Directors have pleasure in presenting their 18th Annual Report, together with the Audited Annual Standalone Financial Statement’s of the Company for the year ended March31, 2024.

FINANCIAL SUMMARY / STATE OF THE COMPANY''S AFFAIRS

The Company''s financial performance’s for the year ended March 31, 2024 along with the previous year''s figures are Summarized below:

PARTICULARS	STANDALONE
	YEAR ENDED MARCH 31, 2024	YEAR ENDED MARCH 31, 2023
Revenue from Operations and Other Income a) Revenue from Operations b) Other Income	1988.05 11.01	1824.92 1.03
Profit before Finance Costs, Depreciation and Amortisation expenses and Tax expenses	110.13	158.02
Less: Finance Cost	43.28	42.15
Less: Depreciation and Amortisation Expenses	14.63	12.54
Profit before Exceptional Items and Tax	52.22	103.33
Profit before Tax	52.22	103.33
Tax Expenses	15.45	30.35
Profit for the Year	36.77	72.97
Other Comprehensive Income for the year, net of tax	(0.26)	0.53
Total Comprehensive income for the year, net of tax	36.51	73.50

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

During the year, the company achieved a turnover of ''1988.05 million as against ''1824.92 million in FY 2022-23, showing a growth of 8.94%. The Company has earned profit before tax of ''52.22 million as compared to '' 103.33 million in the preceding year and Net Profit after tax of ''36.77 million compared to ''72.97 million in the preceding year. The reduction in profit is on account of increase in input cost, factory overhead expenses and freight charges etc.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

RESERVES

During the Year, no amount is transferred to Reserve.

DIVIDEND & APPROPRIATIONS

The Board of Directors of the Company do not recommend any dividend for the financial year March 31, 2024, to plough back the profit to meet with the fund requirements of the business.

MATERIAL CHANGES AND COMMITMENTS

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.

CHANGES IN THE NATURE OF BUSINESS

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

RATING BY ETERNAL RATING AGENCIES

(A) BANK FACILITIES RATING BY CRISIL RATINGS

CRISIL Rating to the Total Bank Loan facilities of Plaza Wires Limited vide letter dated April 11, 2023 and April 04, 2024. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Long Term rating is CRISIL BBB-/ Stable vide letter dated mentioned above.

SHARE CAPITAL HISTORY & INITIAL PUBLIC OFFER AND LISTING

During the year the Company entered the capital market with its Main Board listing with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) of its maiden Initial Public Offering (IPO) of 1,32,00,158 equity shares of face value of ^10/- each for cash at a price of ^54/- per equity share (including share premium of ^45/- per equity share) aggregating to ^7,12,80,80,532/- (“the offer”), comprising of 100 percent fresh issue.

The offer was open to the public from 29th September, 2023 and closed on 05th October, 2023, and received overwhelming response, was over-subscribed by 160.97 times. The equity shares of the Company have been listed on BSE NSE effective from 12th October, 2023.

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

The Annual Listing fees for the financial year 2023-24 have been paid to both the Stock Exchanges.

DESCRIPTION OF SECURITIES	NO. OF SECURITIES	BSE LIMITED (SCRIP CODE)	NATIONAL STOCK EXCHANGE OF INDIA LIMITED (SYMBOL)
Equity shares of T10/-each fully paid up	43,752,078	544003	PLAZACABLE

Accordingly, the paid-up share capital of the company has increased from ^30,55,19,200/- divided into 30,551,920 equity shares of face value of TI0/- to ^43,75,20,780/- divided into 43,752,078 equity shares of T10/- each.

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 ''610.16 millions (net of estimated IPO expenses of ''102.65 millions) via fresh issue of 13200158 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:

OBJECTS OF THE ISSUE AS PER PROSPECTUS	AMOUNT TO BE UTILISED AS PER PROSPECTUS	UTILISATION UPTO MARCH 31, 2024	UNUTILISED AMOUNT AS ON MARCH 31, 2024
Capital Expenditure to be incurred for setting up the manufacturing unit	244.13	107.89*	136.24
Working Capital Expenditure	220.00	39.94	180.06
General Corporate Purpose	146.03	146.03	-
Net proceed	610.16	293.86	316.30

* Include advance paid for capital expenditure.

Detail of IPO Expenses

The company estimated '' 102.65 millions in prospectus as IPO related expenses and an amount of ''84.91 millions (net of GST benefits) incurred till March 31, 2024 as IPO expenses, has been adjusted against the Securities Premium as per detail below :

PARTICULARS	Amount (In '')
IPO expenses incurred till March 31st 2024	99.67
Less GST input taken	14.76
Net Amount debited to Securities Premium	84.91

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

PARTICULARS OF EMPLOYEES

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 [email protected].

DIRECTORS'' RESPONSIBILITY STATEMENT

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 2023-24.

(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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, 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.

I. RETIREMENT BY ROTATION

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, Mrs. Sonia Gupta (DIN: 02186662) Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered herself for re-appointment and your Board recommends her re -appointment.

II. CESSATION

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

III. KEY MANAGERIAL PERSONNEL (“KMP”)

During the financial year ended 31st March, 2024, 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:

S. NO.	NAME OF THE KMP	DESIGNATION
1.	Mr. Sanjay Gupta	Managing Director
2.	Mrs. Sonia Gupta	Whole-time Director
3.	Mr. Abhishek Gupta	Whole-time Director
4.	Mr. Aditya Gupta	Whole-time Director
5.	Mr. Ajay Kumar Batla	Chief Financial Officer
6.	Ms. Bhavika Kapil	Company Secretary & Compliance officer

IV. DECLARATION FROM INDEPENDENT DIRECTORS

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.

SEPARATE MEETING OF THE INDEPENDENT DIRECTOR

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 30th March, 2024 to inter alia review the performance of Non-Independent 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.

V. ANNUAL PERFORMANCE EVALUATION BY 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.

VI. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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.

DEPOSITS

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.

MEETINGS OF THE BOARD

(26) Twenty-Six 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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.

POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

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.

CORPORATE SOCIAL RESPONSIBILITY

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 '' 17,27,102/- towards claiming CSR activity. The Company has made a contribution amounting to '' 17,30,000/-to BE KIND NGO for the project UDAAN An initiative by Be Kind Towards Women Empowerment which is permissible CSR activity.

As on the year ended 31st March 2024, the composition of the CSR Committee is as follows

S. NO.	NAME OF THE KMP	DESIGNATION
1.	Mr. Sanjay Gupta, Managing Director	Chairman
2.	Mr. Abhishek Gupta, Whole Time Director	Member
3.	Mrs. Chetna, Independent Director	Member

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

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.

ANNUAL RETURN

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, 2024 will be placed on the website of the Company and can be accessed at https://www.plazawires.in.

STATUTORY AUDITORS

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 Accountants 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, 2024 do not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS

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.

DIVIDEND DISTRIBUTION POLICY

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

CORPORATE GOVERNANCE

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 new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.

COMMITTEES OF THE BOARD

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. IPO 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.

*Pursuant to the completion of the IPO of the Company, and subsequent listing of its equity shares on National Stock Exchange of India Limited and BSE Limited with effect from October 12, 2023, the purpose of the constitution of the IPO Committee was fulfilled; accordingly, the Committee was subsequently dissolved by the Board.

COMPOSITION OF AUDIT COMMITTEE

As on 31st March, 2024, 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

SHARE CAPITAL

As on March 31, 2024, 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 Company raised capital by way of issue of 13200158 equity shares of face value '' 10/- each through initial public offer.

Upon the initial public offer, the issued, subscribed and paid-up equity share capital of your Company as on 31st March, 2024, stands increased to '' 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.

INTERNAL AUDITORS

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. Vikash Singh & Associates Chartered Accountants, Delhi, as Internal Auditors of the Company for the financial year 2023-24. 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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 2023-24 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.

COST AUDIT REPORT

There are no qualifications, reservations or adverse remarks made by cost auditors in their report for the FY 2023-24. Further, the cost audit report for the FY 2022-23 was filed on 13th October, 2023.

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.

VIGIL MECHANISM/WHITSLE BLOWER POLICY

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 2023-24. The Secretarial Audit Report forms part of this Report. The following observation has been made by the secretarial auditors:

Ms. Monam Kapoor (DIN:09278005), Non-executive and Independent Director of the Company was Director in more than Seven Listed Companies at the time of listing of the shares of the Company on 12th October, 2023. However, she resigned from one of the Listed Companies w.e.f. 29th January, 2024 and complied with the requirement of Regulation 17A(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The secretarial compliance report for the financial year ended march 31, 2024 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

VALUATION OF ASSETS

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.

APPRECIATIONS

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.

For and On behalf of

Board of Directors of Plaza Wires Limited SANJAY GUPTA

Date: August 13, 2024 Chairman and Managing Director

Place: Delhi DIN:00202273