2. Key Financial Highlights

Despite persistent global macro-economic uncertainty
and a prolonged cyclical downturn in global
agrochemical industry, the Company delivered a
resilient performance in FY 2025-26. The Revenue
from Operations for the year ended March 31, 2026,

on a standalone basis stood at '61,827 Million as
compared to '75,712 Million in the previous year
registering a decline of 18% on YoY basis. The Profit
before Interest, Depreciation and Tax declined by 21%
to '21,109 Million for the year ended March 31, 2026.

The Operating Profit for the year was at '19,356 Million
as compared to '23,645 Million in the previous year

i.e., an decrease of 18% YoY. The Net Profit for the
year on standalone basis stood at '14,348 Million as
compared to '18,665 Million in the previous year i.e., a
de-growth of 23% YoY.

The Company’s Revenue from Operations for the year
ended as on March 31, 2026, on consolidated basis
stood at '67,137 Million as compared to '79,778 Million
in the previous year, registering a decline of 16% on
YoY basis. The Company’s Net Profit for the year ended
March 31, 2026, on consolidated basis stood at '13,208
Million during the year as compared to '16,602 Million
in the previous year, a de-growth of 20% YoY.

During the year under review, the Company
continued to operate within a dynamic global agri¬
input environment, characterized by mixed demand
conditions across key geographies. Consolidated
AgChem exports registered a decline of 19% in
FY2026 compared to the previous year, reflecting
the challenging external environment. Notably, new
product introductions accounted for 18% of AgChem
export revenues, underscoring the Company’s ongoing
focus on portfolio innovation.

On the domestic front, revenues moderated by 7% YoY,
in line with prevailing market conditions. Despite these
headwinds, the Company’s strategic growth drivers
remain firmly aligned with its long-term objectives and
continue to progress as planned.

The Pharma segment delivered strong performance,
recording a 40% revenue growth over the previous
year. This segment contributed 6% to total exports
revenue, reinforcing its role as an emerging pillar
of diversification and growth within the Company’s
overall portfolio.

The Company continued to focus on managing cash
efficiently and ensured that it has adequate liquidity to
fund future growth initiatives. Net cash from operations
for the year stood at '6,942 Million. The Company has
adhered to a prudent financial and capital allocation
policy and has a net cash balance of '34,596 Million
as on March 31, 2026.

The Basic Earnings Per Share (EPS) for the year ended
as on March 31, 2026 on standalone basis stood
at '94.57 per share, shows a degrowth of 23% as
compared to '123.03 per share for the previous year.

No amount was transferred to general reserves during
the year.

3. Standalone And Consolidated
Financial Statements/Results

The Standalone and Consolidated Financial Statements/
Results of the Company for the financial year 2025-26
have been prepared in compliance with the Companies
Act, 2013 (‘the Act’), applicable Accounting Standards
and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the ‘Regulations’). These statements
are also been prepared in accordance with Schedule
III of the Act. The consolidated financial statements/
results incorporate the audited financial statements of
the subsidiaries, associates and joint ventures of the
Company.

4. Business Performance

The global crop protection market has witnessed a
prolonged cyclical downturn shaped by industry¬
wide inventory corrections and continued volatility in
input costs. Despite these headwinds, the Company
maintained operational stability through disciplined cost
management, improved supply chain efficiencies and a
focused approach towards favourable product mix and
differentiated offerings. The Company continued to
demonstrate resilience, supported by robust execution
of existing contracts and progression of pipeline
molecules into commercialisation stages. However,
overall revenue reflected a marginal moderation,
primarily due to deferred offtake schedules by global
innovator partners, inventory rationalisation across
key markets and pricing pressures in the generic
agrochemicals segment. During the year the Company
continued its transition from a pure agri-chemical
company to a diversified life sciences enterprise,
extending into pharmaceutical, global biologicals and
specialty / electronic chemicals.

During the financial year, the Company strengthened
its position in specialized, high-value domains by
successfully commercializing 5 new molecules with
more than 15 molecules commercialised over the
last 3 years. The Company maintained focus on
strengthening its capabilities through investments in
advanced chemistry and scaling advanced continuous
flow, safer phosgenation capabilities, green catalyst
and biotechnology platforms across its manufacturing
ecosystem. Strategic efficiency upgrades include
completing advanced simulation software “Go-Live”,
transitioning one Panoli Multi-Product Plant to SCADA
automation and validating automated separation and
filtration technologies at Jambusar. Successful proof-
of-concepts for advanced drying (RDDC) and liquid-
liquid extraction technologies demonstrated up to

40% energy savings and a 15% reduction in batch
cycle times. Backed by these future-ready capabilities
and continuous process engineering, the Company is
actively expanding its footprint and global innovator
partnership pipeline.

The Company’s performance during the year reflected
near term demand softness and delivery phasing
across key segments, even as underlying business
fundamentals remained resilient. The revenue
trajectory was impacted by moderated AgChem
exports amid customer scheduling and global demand
conditions, alongside transient domestic headwinds
led by erratic weather patterns and regulatory
transitions in biologicals, with abiotic stress (weather)
acting as a major headwind that lowered sales volume
in the Domestic segment. However, the Company’s
efforts to solve biotic stress through new innovation
acted as a cushion, with new products in AgChem
Exports growing despite the overall market slowdown.
Structural growth drivers remained intact with
continued commercialisation of new products, strong
traction in differentiated technologies and sustained
momentum in the innovation pipeline.

During the year, monsoon season, influenced by La Nina
conditions, resulted in unseasonal and erratic rainfall,
adversely impacting crop cycles and farm productivity.
Coupled with economic stress on farmers, these
conditions led to demand disruption and significant
value erosion across the crop protection industry.
The business environment was further challenged by
a regulatory ban on biologicals, volatile raw-material
prices and working-capital constraints in trade.
Despite these headwinds, new product launches,
targeted market actions and continued investments in
R&D and partnerships effectively mitigated the impact.
During the year the Company launched 4 new products
in the Domestic and Horticultural space: Uranus,
Fixit, Alcor and Comet. These launches underscore
Company’s commitment to innovation and growth.

URANUS is a novel chemistry acaricide offering
excellent control of red spider mites across all life
stages. It delivers a quick knock-down effect with
translaminar action, remains highly effective even
under high temperature conditions. It features a dual
mode of entry and is highly compatible with Group
28 & 30 products and strobilurin fungicides, enabling
flexible and efficient crop protection.

FIXIT is a systemic, post-emergence, broad-spectrum
rice herbicide delivering a dual mode of action for
effective amino acid and fatty acid synthesis disruption
in weeds. It provides strong control of grasses, sedges
and broadleaf weeds. The WG formulation ensures
excellent water dispersion, easy mixing and supports
healthy crop growth and improved yields by minimizing
crop-weed competition.

ALCOR is a systemic, post-emergence, broad-
spectrum rice herbicide which provides effective
control of grasses, sedges and broadleaf weeds,
including those resistant to ALS and ACCase inhibitors.
The fast acting OD formulation offers rapid plant
absorption and excellent water dispersion for efficient
application.

COMET is a systemic, post-emergence graminicide
designed to deliver superior control of key grass weeds
across multiple crops. Rapidly absorbed by the plant, it
translocates to active growth points and meristematic
zones, arresting both shoot and root development for
fast and effective weed control. Its unique penetration
and binding capability ensure quick action at lower use
rates.

The Company has the distinction of being the first Indian
Company to receive Indian Standards Organization
approval for Pioxaniliprole, India’s first discovered
molecule, with the project progressing steadily and
setting new benchmarks in regulatory credibility.
The Company advanced the Pioxaniliprole project
through extensive kharif and rabi demonstrations to
generate robust field performance data and share on
ground insights with key stakeholders. The project is
now moving toward the second round of kharif trials
and demonstrations, to be followed by licensing and
regulatory approvals.

The Company sustained its brand leadership in the
wheat herbicide market despite intense competition
from generics. The Company launched PI KISAN
MITRA App enabling Product QR based scanning for
AWKIRA. This Initiative strengthened brand pull and
farmer engagement driven by product authentication,
scanning rewards and seamless Direct Benefit Transfer
(DBT) to farmers’ accounts via UPI, creating strong on
ground excitement and trust.

The Company successfully went live with distributor
ordering through PI MITRA CONNECT, marking a key
step in digital channel enablement. The solution was
launched across Rajasthan and Madhya Pradesh and
is supported by an AI-agent-powered bot capable
of handling both text and image inputs. With dual
language support, the platform enhances ease of use,
accelerates order placement and improves overall
distributor engagement.

The Pharma platform continued to scale with
robust customer onboarding and healthy growth
visibility. The platform now offers an integrated value
chain encompassing medicinal chemistry, process
development, KSM and intermediates, analytical
services, GMP manufacturing and flow chemistry.
The Company continues to strengthen its presence
and invest in complex and high-value segments,
including OEB 5, HP-API, peptides and antibody-drug
conjugates (ADCs), with capabilities in large molecules
also under evaluation. The pharma vertical represents
a key strategic growth platform for the Company over
the medium term and is progressively transitioning
from a development-stage CRDMO to a commercial-
stage, revenue-generating business.

The Company’s Biologicals platform continues to
strengthen as a differentiated growth vertical. During FY
2025-26, the business expanded its global presence
across key markets including the US, Brazil, Mexico,
UK and Europe, supported by the peptide technology
platform. Key developments during the year included
the approval of a bio-nematicide registration in the
U.S. and the commercial launch of a differentiated
biological nematode solution in Mexico, marking
progress in portfolio expansion and market access.

The Seattle R&D Centre continues to serve as a global
hub for innovation, enabling field validation, product
development and commercial support. The business
has also strengthened its operating model through
the induction of an experienced global leadership
team across scientific and commercial domains.
The segment is witnessing favourable structural
tailwinds, driven by increasing regulatory scrutiny on
synthetic chemistries and rising adoption of biological
alternatives. With an expanding pipeline, differentiated
technology platforms and growing global footprint, the
Biologicals business is well-positioned to scale as a key
contributor to the Company’s long-term growth and
value creation.

The Company remains committed to embedding
sustainability at the core of its business strategy, with a
focus on responsible growth, environmental stewardship
and social impact. During the year, continued progress
was made across key ESG priorities, including
reduction in energy intensity, increased adoption of
renewable energy and strengthening of water and
waste management practices across manufacturing
locations. The Company advanced its product
sustainability agenda through development of greener
chemistries and expansion of its Biologicals portfolio,
supporting the transition towards environmentally
responsible crop protection solutions. In parallel,

PI continued to invest in community development
initiatives across education, healthcare and rural
livelihoods, while maintaining strong governance
standards and oversight mechanisms. These initiatives
are aligned with global sustainability frameworks and
reinforce the Company’s commitment to long-term
value creation for all stakeholders.

Energy efficiency and carbon mitigation remain
core operational anchors under the Company’s
continuous energy conservation framework driven by
real-time monitoring of energy utilization, generation
and distribution networks. In FY25-26 the share of
non-conventional renewable energy as part of total
electricity consumption escalated significantly over
10.0%. Furthermore, energy conservation initiatives
deployed across locations including; Heat pump for hot
water, energy-efficient screw chillers, microprocessor
based automated flow controller within air & nitrogen
generator. In addition to above, scaling up waste streams
recycling across key products, has led successfully
eliminating downstream utility loads for distillation
and Multi-Effect Evaporator (MEE) operations while
capturing 10-30% specific energy savings.

Advancing towards a smart-factory model and digital
lighthouse designation aligned with Industry 4.0
standards, the Company successfully executed several
technology absorption initiatives centred on No or low-
touch manufacturing, digitalization and automation.
Simultaneously, infrastructure efficiency was upgraded
through smart steam-trap retrofits and the deployment
of a smart fuel monitoring system to eliminate boiler
combustion losses. As part of its broader sustainability
goals, the Company is systematically reducing its
carbon footprint in alignment with the Prime Minister
of India’s “Ek Ped Maa ke Naam” vision, executing a
mega tree plantation campaign across 21,000 square
meters near manufacturing units to plant 5,000
indigenous trees. Following comprehensive biodiversity
risk assessments across all operational sites and R&D
centre’s, plans are finalized to develop a dedicated
biodiversity park featuring over 100,000 native saplings
in FY27. Furthermore, greenhouse gas (GHG) emissions
were reduced through increased adoption of clean
fuels like LNG, transitions to biomass-based steam
generation, expanded solar-hybrid power sourcing and
improvement in solvent recovery efficiency.

Advancing its water conservation efforts, the Company
scaled up the replacement of traditional steam jet
ejectors with dry vacuum pumps, enhanced the
efficiency of its Reverse Osmosis (RO) plants and
installed Sewage Treatment Plants (STPs) across
locations to maximize water recovery. These integrated

interventions delivered a 68% increase in water
recycling and recovery volume across manufacturing
and R&D facilities. Concurrently, rigorous source-level
reduction and process optimization efforts successfully
lowered total wastewater generation by 16%, further
accelerating progress toward the Company’s zero-
liquid-discharge (ZLD) objectives and environmental
stewardship goals.

These integrated initiatives demonstrate how the
Company successfully unifies operational excellence,
environmental stewardship and cost-effective
innovation to achieve waste circularity, water
neutrality and decarbonisation. By modernizing our
manufacturing and R&D infrastructure, we continue
to secure sustainable growth and long-term asset
optimization across all business segments.

Sustainability remains integral to PI’s long-term strategy,
embedded across its innovation, operations and
stakeholder engagement frameworks. The Company
continues to demonstrate strong performance on
global environmental, social and governance (ESG)
benchmarks, reflecting its commitment to responsible
growth and value creation.

PI was included in the Dow Jones Best in Class Indices
(formerly Dow Jones Sustainability Indices)—a leading
global ESG benchmark that recognises top-performing
companies within each industry based on S&P Global’s
Corporate Sustainability Assessment (CSA). This
inclusion underscores PI’s positioning among the best
in class companies globally in its sector, driven by strong
governance practices, responsible manufacturing and
sustainability-led innovation.

PI’s ESG leadership is further reinforced by its inclusion
in the S&P Global Sustainability Yearbook 2026,
where it ranks among the top 2 percentile of ESG-
rated companies globally. The Company continues to
integrate sustainability into its core business strategy,
focusing on resource efficiency, circularity, climate¬
conscious operations and development of sustainable
crop and life sciences solutions.

The Company remains focused on long-term value
creation, positioning it to benefit from anticipated
demand recovery and improving market conditions.

The Company’s growth outlook is driven by a strong
innovation pipeline, ongoing commercialisation
of proprietary molecules and investments across
advanced chemistry, biology and digital platforms. PI
continues to reinforce its global leadership through

early-stage partnerships with innovators, scale-up of
new molecules and expansion into high-value specialty
segments, supported by its differentiated, IP-led and
integrated discovery-to-commercialisation model.

The domestic business is being repositioned towards
differentiated and sustainable solutions, with increasing
focus on biologicals, horticulture and high-value
crop segments, supported by a growing portfolio of
innovative products and global technology integration.
The biologicals platform, strengthened through global
capabilities and research infrastructure, represents a
key long-term growth vector with significant scale-up
potential.

In Health Sciences, PI is building a differentiated
CRDMO platform through advanced R&D, complex
chemistry capabilities and global assets, enabling end-
to-end solutions for pharma and biotech innovators
while strengthening its presence in high margin
segments.

The Company continues to leverage its integrated
R&D ecosystem, advance proprietary technologies,
accelerate product scale up and pursue selective
inorganic opportunities aligned with its life sciences
strategy.

With a strong molecule pipeline, deep customer
engagement and continued investments in
manufacturing and R&D, PI is well positioned to
capture emerging opportunities and drive superior
growth, supported by its innovation-led, partnership-
driven model and improving industry environment.

PI embarked on an enterprise-wide digital
transformation journey under Project INDRA
(Integrated, Digital, Responsive, Agile), positioning SAP
S/4HANA as the digital core to drive standardization,
agility and data-led decision-making across the
organization. Built on Business Process Reengineering
and an outside-in approach, INDRA establishes a
single source of truth across financial and operational
domains while integrating man, machine and material
into unified, analytics-enabled workflows. This
transformation is designed to enhance governance,
improve profitability visibility and enable scalable,
future-ready operations.

A key pillar of this journey is the modernization of core
enterprise processes through standardized “golden
processes” aligned with global best practices, supported
by seamless integration with surrounding applications.
In parallel, supply chain and export-import operations

have been digitized using AI-driven automation,
significantly reducing manual interventions, improving
compliance accuracy and accelerating transaction
cycle times. The Lead-to-Cash (L2C) platform further
strengthens commercial excellence by providing end-
to-end visibility from opportunity creation to revenue
realization, supported by real-time CXO dashboards
that enable granular tracking of revenue, project
execution and profitability.

PI has also prioritized ecosystem digitization to
enhance stakeholder engagement and operational
transparency. The farmer-facing digital platform
enables direct engagement, real-time payments and
offline functionality for low-connectivity environments,
while an AI-powered interface allows distributors to
place orders conversationally, access advisory insights
and track orders in real time. Together, these initiatives
strengthen channel intelligence, improve customer
experience and drive better demand alignment.

Artificial Intelligence adoption at PI is guided by
strong principles of data privacy, security, ethics and
human oversight. AI is being leveraged to improve
manufacturing safety through real-time hazard
detection, accelerate R&D through predictive chemical
risk assessment in collaboration with IIT Madras
and enhance enterprise productivity via intelligent
knowledge management with multilingual assistance.
The TORX platform further advances R&D digitization
by integrating design, testing and analysis workflows,
reducing time-to-market and improving data integrity
and compliance.

The transformation is underpinned by a robust
cybersecurity and zero trust architecture. The
implementation of Secure Service Edge enables
identity-driven, context-aware access across cloud and
on-premise environments, integrating capabilities such
as Zero Trust Network Access, Secure Web Gateway,
CASB and Data Loss Prevention. This is complemented
by ISO/IEC 27001:2022 certification across key
locations, reinforcing the protection of sensitive data,
intellectual property and critical systems.

Additionally, PI has extended its digital capabilities
to public safety through a GIS-enabled chemical
emergency preparedness platform developed in
partnership with the Government of Gujarat, enhancing
risk visibility and coordinated incident response.

5. Awards And Recognitions

• Business Excellence & Leadership

• The Company was recognized among India’s
Top 500 Value Creators 2025 by Dun &

Bradstreet, reflecting its consistent commitment
to innovation led growth, operational excellence
and value creation for all stakeholders.

• PI, Udaipur was honored with the Rajasthan
Business Awards 2025 by The Economic
Times for its unwavering focus on innovation,
sustainability and green energy transformation.

• Sustainability & Environmental Stewardship

• The Company received the FAME Awards 2025
for its strong leadership in ESG, renewable
energy adoption and solar power driven climate
action initiatives.

• The Company was honoured with the Business
Leader of the Year — ESG Award from
Chemtech Leadership & Excellence Awards
2026, a prestigious recognition presented in the
distinguished presence of Shri Suresh Prabhu,
Former Union Minister, Government of India and
Global Strategist & Policy Architect. This accolade
reinforces the Company’s brand leadership
and reflects its unwavering commitment to
innovation, operational excellence and the
creation of a resilient, future-ready enterprise.

• Occupational Health & Safety

• PI, Udaipur has been awarded the prestigious
British Safety Council Sword of Honour, a

global recognition granted only to organisations
that achieve a five-star rating in the Council’s
rigorous audit and demonstrate sustained
excellence in safety management. This honour
reflects Company’s strong safety culture and
the Udaipur team’s commitment to vigilance,
zero harm and world-class workplace safety.

• The Company was recognised as the
#Most Preferred Workplace 2025—26
(Manufacturing) for the second consecutive
year. This distinction reflects the Company’s
sustained commitment to fostering a
people-centric culture, advancing sustainability
and promoting innovation as key enablers of
leadership and long-term growth.

The Company was recognised among the Top 10
Supply Chain Champions in India (Agro-Chemical
Sector) — 2025 by the Institute of Supply Chain
Management (ISCM). This recognition underscores
the Company’s strength in end-to-end supply
chain integration, digital and analytics-led planning,
resilient partnerships and sustained operational
excellence anchored in sustainability.

6. Research & Development (R&D)

During the year, PI Research & Development delivered
strong progress against its strategic priorities by
improving productivity, advancing differentiated
technologies and strengthening the innovation pipeline.
Focused resource optimization, disciplined execution
and cross functional integration enabled measurable
gains in efficiency, sustainability and value creation.

The Process R&D function supported 40 development
programs across agrochemicals, electronic chemicals
and life cycle management, with 10 projects successfully
commercialized during the year. A significant
milestone was the commercial scale implementation
of a proprietary flow chemistry process, resulting
in improved manufacturing efficiency, reduced
environmental impact and alignment with PI’s ESG
commitments. This platform capability is expected to
unlock scalability across multiple products and future
portfolios.

In biotechnology, PI continued to invest in greener
process alternatives through enzyme based
biocatalysis, targeting safer and more sustainable
manufacturing routes. In parallel, biotechnology led
waste and wastewater treatment initiatives progressed,
reinforcing PI’s long term sustainability agenda and
operational resilience.

PI’s integrated crop protection R&D centre remains a
key strategic asset, enabling end-to-end development
from chemical discovery to greenhouse and early
field evaluation. The facility supports the development
of differentiated solutions in disease, pest and weed
management, underpinned by rigorous safety and
efficacy standards. Core strengths include synthetic
chemistry, advanced analytics and modeling, biological
and biochemical evaluation and formulation science.

During the financial year, Product Innovation R&D
delivered key milestones for the advanced insecticide
Pioxaniliprole, strengthening confidence in its path to

launch. A major regulatory milestone was achieved
with the successful validation of process and analytical
chemistry, demonstrating strong development
capability, regulatory readiness and compliance. The
research pipeline remains robust, with multiple projects
currently under evaluation.

Digital enablement continues to strengthen R&D
effectiveness. Enhanced data governance systems,
combined with expanding deployment of AI and
machine learning tools, are accelerating molecule
screening, improving decision quality and compressing
development timelines.

Supporting PI’s innovation framework, the Knowledge
Management and IP teams continued to strengthen
competitive positioning through patent strategy,
scientific intelligence and IP protection. In FY26,
43 new patents were filed, taking the company’s
cumulative portfolio to 250 patents, underscoring
PI’s sustained innovation leadership.

7. Finance

The Company continued to focus on managing cash
efficiently and ensured that it has adequate liquidity.
Net cash flow from operations for the year stood at
'6,942 Million.

The Company adheres to a prudent financial and
capital allocation policy. The Company has a net cash
balance of '34,596 Million as on March 31, 2026.

The policy incorporates considerations of long-term
growth potential, associated risks and organizational
capabilities, aimed at building sustainable competitive
advantages and delivering enduring shareholder value.
It is subject to periodic review, with necessary course
corrections undertaken to ensure continued alignment
with the Company’s strategic objectives.

During the year, CRISIL carried out the review of
credit rating of loans and based upon its assessment,
reaffirmed the credit rating for long term loans at
AA /Stable whereas for short term loans, rating was
reaffirmed at A1 .

This reflects a very high degree of safety regarding
timely servicing of financial obligations and a vote of
confidence reposed in the Company’s financials.

8.Dividend

During the year, the Board of Directors (‘Board’)
declared an interim dividend of '5/- per equity share
(i.e., 500%) at its meeting held on Thursday, February
12, 2026, on 15,17,18,118 equity shares of face value '1/-
each which was paid to all eligible Shareholders on
March 05, 2026.

In addition to same, the Board at its meeting held on
May 19, 2026 has recommended a final dividend at
the rate of '10/- per equity share (i.e., 1000%) on
15,17,18,118 equity shares of face value of '1/- each,
which if approved by members at the forthcoming
Annual General Meeting (‘AGM’), will be paid to all those
equity Shareholders of the Company whose names
appear in the Register of Members and whose names
appear as beneficial owners as per the beneficiary
list furnished for the purpose by National Securities
Depository Limited (‘NSDL’) and Central Depository
Services (India) Limited (‘CDSL’) as on record date
fixed for this purpose. The total dividend for the year
amounts to '15/- per equity share of face value of '1/-
each.

The dividend declared / recommended is in accordance
with the principles and criteria set out in the Dividend
Distribution Policy of the Company. The final dividend,
if declared at the ensuing AGM will be taxable in the
hands of the Shareholders of the Company pursuant to
Income Tax Act, 2025. For further details on taxability,
please refer the AGM Notice.

Dividend Distribution Policy

PI believes in maintaining a fair balance between cash
retention and dividend distribution. Cash retention is
required to finance acquisitions and future growth and
as a means to meet any unforeseen contingencies.
Pursuant to Regulation 43A of the Regulations, the
Company has formulated its Dividend Distribution
Policy which specifies the financial parameters, internal
and external factors that are to be considered by the
Board while declaring a dividend.

The Dividend Distribution Policy as approved by
the Board is uploaded on the Company’s website at
https://www.piindustries.com/wp-content/
uploads/2025/06/Dividend-Policy-f.pdf

9. Subsidiaries, Joint Ventures &
Associates

As on March 31, 2026, the Company had 8 direct
wholly owned subsidiaries, 1 joint ventures and 1
associate. In accordance with Section 129(3) of the
Act, the Company has prepared consolidated financial
statements comprising the financial statements of all its
subsidiaries, joint ventures and associates.

The key highlights of these subsidiaries, joint
venture and associate companies are as under:

i. Jivagro Limited

The Company owns 100% stake in Jivagro Limited. It
is engaged in horticulture business. The total revenue
of Jivagro Limited stood at '2279 Million with net
profit of '99 Million during the year ended March
31, 2026.

ii. PI Health Sciences Limited (‘PIHS’)

The Company owns 100% stake in PIHS. It is engaged
in the pharmaceutical business. The consolidated
revenue of PIHS stood at '3004.95 Million with net
loss of '1180.12 Million during the year ended March
31, 2026.

The PIHS vertical comprises overseas step-down
subsidiaries, including PI Health Sciences
Netherlands B.V., PI Health Sciences USA, LLC and
Archimica S.p.A., Italy, all of which are wholly owned
and engaged in pharmaceutical and allied activities
in their respective jurisdictions.

iii. PI Life Science Research Limited (‘PILS’)

The Company owns 100% stake in PILS, which
carries on the business of R&D for developing new
products. The consolidated revenue of PILS stood at
'80.72 Million with net profit of '114.73 Million during
the year ended March 31, 2026, on account of
various R&D activities for developing new products.

Through PILS, the Company has interests in certain
joint venture, associate and step-down subsidiary,
namely PI Kumiai Private Limited (50%), Solinnos
Agro Sciences Private Limited (49%) and PI
Flowtech B.V., Netherlands (100%), which support
research-led product development and international
collaborations.

iv. PI Japan Co. Limited

The Company owns 100% stake in PI Japan Co.
Limited, incorporated in Japan, which takes care of
business development activities of the Company in
Japan. The Company achieved a net profit of '2.37
Million during the year ended March 31, 2026.

v. PI Innoventures Limited (Formerly PILL Finance
and Investments Limited)

The Company owns 100% stake in PI Innoventures
Limited (Formerly PILL Finance and Investments
Limited) which is engaged in financial and investment
services. The total revenue of the company stood at
'4.56 Million with net profit of '0.4 Million during the
year ended March 31, 2026.

vi. PI Bioferma Private Limited

The Company owns 100% stake in PI Bioferma
Private Limited. The company is yet to start its
business operations. Hence, it has not recorded any
revenue.

vii. PI Fermachem Private Limited

The Company owns 100% stake in PI Fermachem
Private Limited. The company is yet to start the
business operations. Hence, it has not recorded any
revenue.

viii. PI Industries Management Consultancies LLC
(‘PIMC’)

The Company holds 100% stake in PIMC, based in
Dubai, United Arab Emirates. PIMC focuses on holding
investments and providing management consultancy
services. PIMC achieved a net profit of '17.18 Million
during the period ended March 31, 2026. PIMC, in
turn, holds 100% stake in PI AgSciences Limited
(Formerly Plant Health Care Limited).

PI AgSciences Limited holds 100% stake in PI
AgSciences, Inc, (Formerly Plant Health Care, Inc.)
based in Nevada and 10% stake in PI AgSciences (UK)
Limited (Formerly Plant Health Care (UK) Limited). PI
AgSciences, Inc, based in Nevada further owns four
subsidiaries, namely:

a. Plant Health Care de Mexico S. de R.L. de C.V. in
Mexico

b. PI AgSciences Spain S.A. (Formerly Plant Health
Care (Espana), S.A.) in Spain

c. PI AgSciences Brasil Ltda (Formerly Plant Health
Care Insumos Agncolas Ltda) in Brazil

d. PI AgSciences (UK) Limited in United Kingdom

The consolidated revenue of PI AgSciences Limited
stood at '1041.32 million with net loss of '1241.31
Million during the period ended March 31, 2026.

ix. PI Kumiai Private Limited (‘PI Kumiai’)

PI Kumiai is mainly engaged in the manufacturing
and trading of agrochemicals in collaboration with
Kumiai Chemical Industry Co. Ltd, Japan, owning
50% stake in this joint venture. The Company
holds remaining 50% equity in PI Kumai through its
wholly-owned subsidiary namely PILS. PI Kumiai had
a revenue of '1249.42 Million and achieved a profit
of '112.70 Million during the year ended March 31,
2026.

x. PI Flowtech B.V.

The Company through its wholly owned subsidiary
namely PILS has incorporated PI Flowtech B.V. on
June 11, 2024, as a wholly owned subsidiary of PILS
in Amsterdam, Netherlands. PI Flowtech B.V. is yet to
start its business operations.

xi. Solinnos Agro Sciences Private Limited
(‘Solinnos’)

Solinnos is carrying out registration activities for
different products of Mitsui Chemicals Crop and
Life Solutions Inc., Japan, (MCCLS) in India. The
Company holds 49% stake in Solinnos through its
subsidiary namely PILS, whereas remaining 51%
stake is held by MCCLS, Japan. Solinnos had a
revenue of '3.78 Million and achieved a net profit of
'0.95 Million during the year ended March 31, 2026.

Pursuant to Regulation 16(1)(c) of the Regulations, the
Company does not have any material subsidiary as on
March 31, 2026.

In accordance with the provisions of Section 136 of the
Act and Regulation 46 of the Regulations, the Annual
Report of the Company, containing the Standalone
and Consolidated Financial Statements along with
the audited annual accounts of each subsidiary have
been placed on the Company’s website athttps://www.
piindustries.com/investor/subsidiary-financials/

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of
the subsidiaries, joint ventures and associate companies
is given in form AOC-1 attached as Annexure ‘A’ to this
Report.

10. Risk Management

The Company has implemented a comprehensive
Enterprise Risk Management (ERM) framework that
encompasses the identification and management
of various risks. These include risks associated with
mergers and acquisitions, sustainable growth and ESG
strategy, cybersecurity, climate change, strategic and
other operational risks. The risk management process
is integrated throughout the organization and is
designed to identify, assess and respond to threats that
may hinder the achievement of business objectives. It
is embedded within all key functions and aligns closely
with the Company’s goals and strategies. Significant
risks identified by various business units and functions
are consistently addressed through appropriate
mitigation measures.

In accordance with Regulation 21 of the Regulations, the
Company has formed a Risk Management Committee
of the Board. As of March 31, 2026, the Committee
consists of four members, including one Independent
Director. The Committee convened meetings on July
17, 2025 and January 23, 2026. The Committee is
empowered to monitor and review the Company’s
risk management framework and to recommend any
necessary changes to the Risk Management Policy.

Risk Management Policy

The Company has implemented a Risk Management
Policy as part of its ongoing efforts to strengthen
governance and operational resilience. The Policy
outlines a structured framework for identifying,
assessing and managing risks across the organisation,
with due consideration to regulatory requirements,
best practices and the evolving business environment.
This framework supports effective risk oversight, asset
protection and sustainable long-term value creation.

Risk Management Policy includes:

Risk identification and assessment processes
Risk mitigation strategies and controls
Oversight and reporting mechanisms
Integration of emerging risk factors into our overall
risk strategy

The Risk management policy as approved by the Board
is uploaded on the Company’s website at https://www.
piindustries.com/wp-content/uploads/2025/05/Risk-
Management-Policy_FINAL_CLEAN_Feb-25-1.pdf

11. Internal Financial Controls and
Its Adequacy

The Company has in place adequate Internal Financial
Controls with reference to the Financial Statements
commensurate with the size, scale and complexity
of its operations. The Company has identified and
documented all key internal financial controls as part
of its Internal Financial Control reporting framework.
The Company has laid down well-defined policies
and procedures for all critical processes across the
Company’s plants, offices wherein financial transactions
are undertaken. The policies and procedures outline the
key risks and corresponding controls for each process.
In addition, the Company has a well-defined financial
delegation of authority, which ensures approval of
financial transactions by appropriate personnel. The
Company has also deployed control self-assessment
tool to enhance the operating effectiveness of internal
controls. The control system includes internal audits
conducted by an in-house audit team, supported by
M/s Protiviti India Member Private Limited.

The agency performs the internal audit and assesses
the internal controls and statutory compliances in
various areas and provide suggestions for improvement.
Independence of internal auditors is ensured through
direct reporting to the Audit Committee. Internal
Auditor conducts independent assessments of the
effectiveness of internal controls, audit financial
transactions and reviews various business processes.
The findings from these audits are presented to the
Audit Committee of the Board.

Accordingly, the Board is of the opinion that during the
year the Company’s internal financial controls were
adequate and effective.

12. Related Party Transactions

All arrangements / transactions entered by the
Company with its related parties during the year were
in the ordinary course of business and at arm’s length
basis. Further, during the year, the Company has not
entered any arrangement / transaction with related
parties which are material transactions requiring
disclosure under Section 188(1) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014. In
terms of Section 134(3)(h) of the Act, read with Section
188 and the aforesaid Rules, particulars of contracts
or arrangements with related parties referred to in

Section 188(1) are required to be disclosed in Form
AOC-2. Accordingly, such particulars, if applicable,
have been disclosed in Form AOC-2, which is attached
as Annexure ‘B’ to this Report. The details of related
party transactions as required under the applicable
accounting standards have been disclosed in the
Notes to the financial statements, forming part of the
financial statements.

Prior approval of the Audit Committee has been
obtained for the transactions which are foreseen and
repetitive in nature. A statement of all Related Party
Transactions is presented before the Audit Committee
for its review on a quarterly basis, specifying the nature,
value and terms and conditions of the transactions.

The Policy on materiality of Related Party Transactions
and on dealing with Related Party Transactions as
approved by the Board is uploaded on the Company’s
website at https://www.piindustries.com/wp-content/
uploads/2025/06/Policy-on-dealing-with-Related-
Party-Transactions.pdf

13. Auditors

Statutory Auditors

In accordance with provision stipulated under
Sections 139, 142 of the Act read with Companies
(Audit and Auditors) Rules, 2014, the Shareholders of
the Company at their 75^th AGM held on September
3, 2022 had re-appointed M/s Price Waterhouse
Chartered Accountants, LLP (ICAI Regn. No. 012754N/
N500016), as the Statutory Auditors of the Company
for a second term of 5 (five) consecutive years and
accordingly they hold their office commencing from
the conclusion of 75^th AGM till the conclusion of the
80^th AGM of the Company to be held in the year 2027,
on such remuneration as may be mutually agreed upon
between the Board and the auditor from time to time,
upon the recommendation of the Audit Committee.

The Statutory Auditors’ Report does not contain any
qualification, reservation or adverse remark on the
financial statements of the Company for the financial
year ended March 31, 2026. The notes on financial
statements referred to in the Auditor’s Report are self¬
explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
the cost records maintained by the Company relating

to Insecticides (Technical grade and formulations)
manufactured by the Company are required to be
audited by a Cost Auditor. The accounts and records
for the aforesaid business are made and maintained by
the Company as specified by the Central Government
under Section 148(1) of the Act. The Board has re¬
appointed M/s K.G. Goyal & Co., Cost Accountants,
(Firm Registration no. 000017) as Cost Auditors, based
on the recommendation of the Audit Committee,
to conduct the audit of cost records of Insecticides
(Technical grade and formulations) for the financial
year 2026-27 at its meeting held on May 19, 2026.

The Board on the recommendation of the Audit
Committee, has approved the remuneration amounting
to Rs. 0.33 Million plus applicable GST and such
other out of pocket expenses as may be necessary
for conducting an audit, payable to the Cost Auditors
for financial year 2026-27. Accordingly, a resolution
seeking ratification for the remuneration payable from
Members is included in the Notice of the forthcoming
AGM.

M/s. K.G. Goyal & Co. have confirmed that they are not
disqualified from being appointed as the Cost Auditors
of the Company and satisfy the prescribed eligibility
criteria.

The Cost Audit Report issued during the financial
year 2025-26, does not contain any qualification,
reservation, or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the Regulations, the Shareholders of the
Company at its 78^th AGM held on August 14, 2025
had appointed M/s Makarand M. Joshi & Co., a peer
reviewed firm of practicing Company Secretaries,
(Firm Registration Number: P2009MH007000), as
the Secretarial Auditor of the Company, for a term of
5 (five) consecutive years from April 1, 2025 to March
31, 2030, to conduct Secretarial Audit and issue
the Secretarial Compliance Report, on such annual
remuneration as may be mutually decided between the
Board and the Secretarial Auditor.

The Secretarial Auditor’s Report for the financial
year ended March 31, 2026 does not contain any
qualification, reservation or adverse remark, which
requires any comments from the Board. The Secretarial
Audit Report is annexed as Annexure ‘C’ and forms an
integral part of this Report.

14. Particulars of Loans,Guarantees or Investments

The Company has not given any guarantee during the
year. However, the details of loans and investments
made pursuant to the provisions of Section 186 of
the Act are mentioned in the Notes to the financial
statements.

15. Deposits

The Company has not accepted any public deposits
during the financial year 2025-26 falling within the
ambit of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014 and no amount
of principal or interest was outstanding as of March
31, 2026.

16. Transfer To Investor Education
and Protection Fund (‘IEPF’)

Pursuant to the provisions of Section 124 of the Act
read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 as amended (the ‘IEPF
Rules’), during the year, the Company transferred an
aggregate amount of '5,74,737/- towards unclaimed
dividend (Final dividend for FY 2017-18 amounting
to '3,40,200/- and Interim dividend for FY 2018-19
amounting to '2,34,537/-) lying in the Unpaid Dividend
Accounts for a period of 7 years to the IEPF.

Further, the Company has transferred 2,463 and 3,000
equity shares of face value of '1/- each on October 10,
2025 and December 23, 2025 respectively, pertaining
to Shareholders in respect of whom dividend remained
unclaimed for a period of 7 consecutive years to the
IEPF Authority (‘IEPFA’) by way of corporate action
through NSDL.

During the year, Company has also transferred an
amount of '14,27,900/- (net of TDS) towards final
dividend for FY2024-25 and '6,72,745/- (net of TDS)
towards interim dividend declared during FY2025-26
in respect of shares that were already transferred to
the IEPFA.

Details of the year wise date of declaration of dividend
and the due date of transfer of dividend amount lying
in the unpaid accounts as of March 31, 2026 (date of
closure of financial year) to IEPF are provided in the
Corporate Governance Report, forming part of the
Annual Report.

Shareholders are requested to claim the dividend(s),
which have remained unclaimed and not transferred
to IEPF, by sending a written request to the Nodal
Officer at investor@piind.com or secretarial@piind.
com or to the Company’s Registrar to an Issue and
Share Transfer Agent (‘RTA’) KFin Technologies Limited
at einward.ris@kfintech.com or at their address at KFin
Technologies Ltd., Selenium Tower B, Plot Nos. 31 &
32, Financial District, Nanakramguda, Serilingampally
Mandal, Hyderabad - 500032.

Shareholders may claim the shares/dividends
transferred to IEPF by making an application to the
IEPFA online in Form IEPF-5. For details, please visit
the website of IEPF Authority at https://www.iepf.gov.
in/content/iepf/global/master/Home/HelpAndFAQs/
faqs-for-company.html Shareholders are requested to
get in touch with the Nodal Officer for further details
on the subject at investor@piind.com or secretarial®
piind.com

Ms. Shruti Joshi acts as the Nodal Officer of the
Company to ensure compliance with the IEPF rules,
whose details are available on the Company’s website at
https://www.piindustries.com/investor/#contact-
informations.

17. Board and Committees

Board of Directors

The Company’s Board comprises an optimum blend of
Executive, Non-Executive and Independent Directors.
The Chairperson of the Board is a Non-Executive
Non-Independent Director. As on March 31, 2026, the
Board comprised of 10 Directors out of whom 2 are
Executive Directors viz., Vice Chairperson & Managing
Director and Joint Managing Director, 8 are Non¬
Executive Directors, out of which 4 are Independent
Directors including 2 Women Independent Directors
and 4 are Non-Executive Non-Independent Directors.
The composition of the Board is in conformity with
Regulation 17 of the Regulations and the relevant
provisions of the Act.

The Board comprises of individual members possessing
the required skill/expertise/competencies in Mergers
& Acquisitions, Business Management & Corporate
Strategy, Corporate Governance, Legal & Regulatory,
Risk Management, Govt./ Public Policy, Marketing /
Sales, Human Capital / Compensation, Environmental
Engineering, Sustainability/Plant Experience, Corporate
Social Responsibility, Cybersecurity in various
sectors like Energy, Material - Fertilizers & Agriculture
Chemicals, Industrial, Consumer Discretionary,

Consumer Staples, Health Care, Financial, Information
Technology, Communication Services, Utilities and
Real Estate, which enable them to contribute effectively
to the Company in their capacity as Directors of the
Company.

Proposed Appointments/Reappointments

Pursuant to the provisions of Sections 149, 150 and
152, read with Schedule IV of the Act, Mr. Shobinder
Duggal (DIN: 00039580) was appointed as an
Independent Director of the Company for a term of 5
(five) consecutive years w.e.f. November 12, 2021 up to
November 11, 2026. He is eligible for re-appointment
as an Independent Director. Considering his continued
contribution, the Board, on the recommendation of
Nomination and Remuneration Committee (‘NRC’), at
its meeting held on May 19, 2026, has re-appointed
him as an Independent Director for a second term of
5 (five) consecutive years w.e.f. November 12, 2026
up to November 11, 2031, subject to approval of the
Members at the forthcoming AGM.

Pursuant to the provisions of Sections 149, 150 and 152,
read with Schedule IV of the Act, Ms. Pia Singh (DIN:
00067233) was appointed as an Independent Director
of the Company for a term of 5 (five) consecutive years
w.e.f. August 03, 2022 up to August 02, 2027. She is
eligible for re-appointment as an Independent Director.
Considering her continued contribution, the Board, on
the recommendation of NRC, at its meeting held on
May 19, 2026, has re-appointed her as an Independent
Director for a second term of 5 (five) consecutive years
w.e.f. August 03, 2027 up to August 02, 2032, subject
to approval of the Members at the forthcoming AGM.

Pursuant to the provisions of the Act and the Articles
of Association (“AOA”) of the Company, the Board
of Directors, on the recommendation of NRC, at its
meeting held on May 19, 2026 appointed Dr. Atul
Kumar Gupta (DIN: 10087955) as an Additional
Director in Executive Category with effect from May 19,
2026. The Board, having considered the qualifications,
experience and the disclosures received from the
appointee, recommends his appointment as a Whole¬
Time Director designated as an Executive Director
for a term of 3 (three) years, to the members for their
approval at the ensuing AGM. The Company has
received the requisite consent and declarations from
the appointee confirming eligibility for appointment
and that he is not disqualified from being appointed as
a Director under the Act.

In the opinion of Board, Dr. Atul Gupta, Mr. Shobinder
Duggal and Ms. Pia Singh have the requisite
qualifications and experience and therefore, your

Directors recommend that the proposed resolutions
relating to the appointment/re-appointments be
passed with the requisite majority. The profiles of the
Directors form part of this Annual Report and have also
been provided in the AGM Notice.

Pursuant to the provisions of Section 152(6) of the Act
and AOA of the Company, Mr. Arvind Singhal (DIN:
00092425) and Mr. Rafael Del Rio Donoso (DIN:
08105128) will retire by rotation at the forthcoming
AGM. Mr. Arvind Singhal has intimated to the Board
his decision not to seek re-appointment and shall retire
at the ensuing AGM. Mr. Rafael Del Rio Donoso, being
eligible, has offered himself for re-appointment. The
Board of Directors, based on the recommendation
of the NRC, recommends the re-appointment of Mr.
Rafael Del Rio Donoso for the approval of the Members
at the forthcoming AGM.

Brief particulars of Mr. Rafael Del Rio Donoso, as
required under the Act and the Regulations, are
provided in the Notice convening the AGM.

The Board of Directors, at its meeting held on May 19,
2026, has taken note of the resignation of Mr. Rajnish
Sarna from the office of Joint Managing Director of
the Company. However, Mr. Rajnish Sarna continues to
serve as a Non-Executive, Non-Independent Director
of the Company, with effect from May 19, 2026.

The Company has received necessary disclosures and
notices with respect to appointment/re-appointment
of aforesaid Directors. Details, as required under the
provisions of the Act and Regulations, in respect of
Directors, including independent directors, seeking
appointment/re-appointment, subject to the approval
of Shareholders at the ensuing AGM, have been
furnished in the explanatory statement to the notice of
the forthcoming AGM.

During the year, following changes took place in the
composition of the Board:

• Re-appointment of Mr. Mayank Singhal (DIN:
00006651) as Vice Chairperson and Managing
Director of the Company for a period of 5 (five)
years with effect from October 01, 2025 up to
September 30, 2030.

• Re-appointment of Mr. Rajnish Sarna (DIN:
06429468) as Joint Managing Director of the
Company for a further period of 3 (three) years with
effect from November 07, 2025 up to November
06, 2028.

• Re-appointment of Ms. Lisa J. Brown (DIN:
07053317) as an Independent Director of the
Company, for a second term of 5 (five) consecutive
years with effect from September 25, 2025 up to
September 24, 2030.

• Appointment of Mr. VK Viswanathan (DIN:
01782934) as an Additional Director designated
as an Independent Director of the Company for a
first term of 5 (five) consecutive years from May 19,
2025 up to May 18, 2030.

• Appointment of Dr. Tanjore Soundararajan
Balganesh (DIN: 00648534) as a Non-Executive
Non-Independent Director of the Company,
with effect from September 05, 2025 (i.e., upon
completion of his second term of 5 (five) years as
an Independent Director on September 04, 2025).

All changes in the composition of the Board of Directors
during the financial year 2025-26 were recommended
by the NRC and approved by the Board. These changes
were subsequently approved by the Shareholders
through resolutions passed at the 78^th AGM of the
Company held on August 14, 2025.

Declaration by Independent Directors

The Company has received declaration(s) from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16 of the Regulations.
The Independent Directors have also confirmed
compliance with the provisions of Section 150 read
with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
relating to inclusion of their name in the databank
of independent directors maintained by the Indian
Institute of Corporate Affairs (‘IICA’) and Schedule IV
to the Act, relating to Code for Independent Directors.

The Board took on record the declaration and
confirmation submitted by the Independent Directors
regarding them meeting the prescribed criteria of
independence, after undertaking due assessment of
the veracity of the same in terms of the requirements
of Regulation 25 of the Regulations. Further, the
Board members are satisfied with regard to integrity,
expertise and experience (including the proficiency) of
the Independent Directors appointed during the year.

Key Managerial Personnel (‘KMP’)

As of March 31, 2026, following are the Key Managerial
Personnel (KMP) of the Company pursuant to the
provisions of Sections 2(51) and 203 of the Act:

• Mr. Mayank Singhal, Vice Chairperson and Managing
Director

• Mr. Rajnish Sarna, Joint Managing Director

• Mr. Sanjay Agarwal, Group Chief Financial Officer
and Head Strategy & Integrated Development Cell

• Ms. Shruti Joshi, Company Secretary and Compliance
Officer

During the year, there were no changes in the KMP
of the Company. Further, Mr. Rajnish Sarna resigned
as Joint Managing Director and shall continue as a
Non-Executive Director w.e.f. May 19, 2026 and Dr.
Atul Gupta was appointed as Additional Whole-time
Director (Executive Director), effective May 19, 2026.

Evaluation of the Board’s Performance

The Board places significant emphasis on robust
governance practices through regular and structured
evaluation of its performance and effectiveness. During
the year, the Board, its Committees and individual
Directors, including the Chairperson, underwent an
independent performance evaluation conducted by
an external agency, in alignment with the applicable
statutory and regulatory framework. The evaluation
framework was designed to enable a holistic assessment
across key governance dimensions, including quality
of participation in Board deliberations, strategic
oversight and guidance on the Company’s growth
and performance, engagement through attendance,
independence of judgement and commitment to
safeguarding stakeholder interests.

The outcomes of the evaluation were reviewed by the
NRC at its meeting held on March 11, 2026. Based
on the evaluation insights and in line with applicable
requirements, the Board took an informed view on
the continuation or extension of the term of the
Independent Directors, as appropriate.

The evaluation process was facilitated by an
independent external consultant, Willis Towers Watson
(WTW), ensuring objectivity, rigour and adherence to
established governance practices.

The evaluation outcomes reflect a Board culture that
promotes constructive dialogue and effective oversight,
with the Chair facilitating high-quality and forward¬
looking discussions. The Board’s strategic guidance

remains aligned with evolving legal, economic and
geopolitical developments, while maintaining a
balanced focus on governance standards, regulatory
adherence and long-term value creation. The Board
continues to oversee transformation initiatives aimed at
driving sustainable growth within a sound governance
framework.

The assessment also provided constructive insights
for further strengthening governance effectiveness,
including the need for more formalised leadership
succession planning, clearer articulation of KPI
frameworks for transformation initiatives and enhanced
focus on professional development. At the Committee
level, strengths were observed in clarity of roles
and effectiveness of deliberations, while reinforcing
the quality and consistency of action-tracking and
reporting to the Board remains an area of ongoing
focus.

The individual and peer evaluation of Directors
reaffirmed strong standards of ethics, integrity and
independence, while also highlighting the evolving role
of the Board in providing proactive strategic oversight,
with increased focus on risk governance, navigating
complexity and ambiguity and fostering a strong
organisational culture.

Number of Board meetings conducted

During the year, 5 Board meetings were held on
May 19, 2025, August 12, 2025, November 11, 2025,
February 12, 2026 and March 13, 2026. Facility to
attend meetings through video conference mode was
provided for all the meetings of the Board.

Composition of Committees

As on March 31, 2026, the Board had following
Committees of Directors with adequate delegation of
powers to discharge urgent business requirements of
the Company:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Administrative Committee

vii. M&A Committee

During the year, all recommendations made by the
Audit Committee were approved by the Board.

A comprehensive overview of the composition of the
Board and its Committees, detailed charters including
terms of reference of Committees, number of Board
and Committee meetings held during FY 2025-26
and the attendance of Directors at each meeting, is
provided in the Corporate Governance Report, forming
part of the Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act,
the Board hereby submits its responsibility statement:

(a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards had been followed;

(b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2026 and of the profit
of the Company for that period;

(c) the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) the Directors had prepared the annual accounts on
a going concern basis;

(e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively ensuring the orderly
and efficient conduct of its business including
adherence to Company’s policies, the safeguarding
of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the
accounting records and the timely preparation of
reliable financial information and

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

18. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, a copy of the Annual
Return as provided under Section 92(3) of the Act
in the prescribed form as on March 31, 2026, which
will be filed with Registrar of Companies, Ministry of
Corporate Affairs, is hosted on the Company’s website
athttps://www.piindustries.com/investor/shareholder-
information/other-information/faqs/investor-forms/
annual-returns/

19. Compliance with Secretarial
Standards

The Company has devised proper systems and
processes for complying with the requirements of
applicable Secretarial Standard on Meetings of Board
(SS-1) and Secretarial Standard on General Meetings
(SS-2), respectively issued by Institute of Company
Secretaries of India and that such systems were
adequate and operating effectively.

20. Human Resources

During the financial year, the Company’s core values—
Caring, Creative, Courageous and Curious—continued
to guide its pursuit of reimagining a healthier planet. In
a volatile and rapidly evolving external environment,
the Company remained resilient by embracing an
Agility in Action approach—enabling swift, thoughtful
responses to emerging challenges and opportunities.
This culture of continuous internal reflection and
improvement reinforces the Company’s commitment
to being better every day, while keeping innovation and
inclusivity at the heart of its people strategy to attract,
develop and retain capabilities essential for sustainable
growth.

The Company strengthens a respectful and aware
workplace through regular training sessions on
human rights, the Code of Conduct, POSH and
the Human Rights Commitment Policy, ensuring
employees understand their rights and responsibilities.
These efforts complement the Company’s broader
commitment to embedding ESG not only as a strategic
priority but as a cultural foundation—integrated across
all levels of the organization.

Empowering employees through technology and
continuous learning remains central to the Company’s
approach to human capital development. During the
year, various learning initiatives enabled employees
to upskill and re-skill for current and future roles—

supporting growth and helping individuals reach their
full potential. A blended learning approach was made
available to employees, allowing them to learn at their
own pace with focused development goals.

The Company recognizes that a positive and inclusive
workplace thrives on trust, transparency and dialogue.
Regular regional and zonal manager meetings with
Human Resource team facilitated open communication
and strengthened trust across teams. In addition, a
structured and anonymous Employee Voice Survey
further empowered employees to share feedback with
leadership—supporting the ongoing effort to sustain a
positive and inclusive organizational work culture.

With an increasing geographical footprint and a growing
global workforce, the Company continued to deepen its
commitment to diversity—not only in thought but also
in demographics—strengthening its inclusive culture
across geographies. The Company is witnessing the
inclusion of leaders from diverse backgrounds and
ethnicities within its workforce, aligned with its focus
on building an inclusive organization.

In essence, the Company’s people approach remains
anchored in innovation, diversity, agility, continuous
improvement, sustainability and a deep commitment
to excellence—supported by training and awareness,
blended learning pathways, open communication and
structured leadership development—positioning the
organization for long-term success and meaningful
global impact.

Policy on Prohibition, Prevention and Redressal of
Sexual Harassment at Workplace

The Company has in place a zero tolerance for any
abuse not only against women but including all the
genders at workplace. The Company has adopted
a Policy on Prohibition, Prevention and Redressal
of Sexual Harassment of Women at Workplace and
matters connected therewith or incidental thereto
covering all the aspects as required under the
‘The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013’.
The Company has constituted an Internal Complaints
Committee (‘ICC’) known as Prevention of Sexual
Harassment (‘POSH’) Committee to enquire into
complaints of sexual harassment and recommend
appropriate action.

The table below provides details of complaints received/
disposed during the financial year 2025-26:

Maternity Benefit Act 1961

During the year, the Company has been in full
compliance with the provisions of the Maternity Benefit
Act, 1961 and hereby confirms adherence to all statutory
requirements prescribed under the said Act.

Particulars of Employees and related disclosures

The information required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report and annexed as
Annexure ‘D’.

Pursuant to the second proviso to Section 136(1)
of the Act and the second proviso to Rule 5(2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Annual
Report and Financial Statements are being sent to the
Shareholders of the Company excluding the statement
of particulars of employees as required under Rule 5(2).

The said statement is, however, available for inspection
by Shareholders during business hours at the
Registered Office of the Company up to the date of
the forthcoming AGM. Any Shareholder desirous of
obtaining a copy of this statement may send a written
request to the Company Secretary at secretarial®
piind.com.

21. Remuneration Policy of the
Company

The Remuneration Policy of the Company comprising
the appointment and remuneration of the Directors,
Key Managerial Personnel and Senior Management
Personnel of the Company including the criteria
for determining qualifications, positive attributes,
independence of a Director and other related matters
have been provided in the Corporate Governance
Report, forming part of the Annual Report.

Employee Stock Option Plan / Scheme

During the year, the Company has granted 41,875
options to eligible employee of the Company under
PII- ESOP Scheme 2010 (‘ESOP Scheme’), as per the
criteria laid down by NRC of the Board.

Further, the stock options already granted, vest as per
the terms and conditions contained in the grant letter.
The exercise price of stock options granted have been
arrived by giving such discount at the discretion of
the NRC acting as the Compensation Committee. No
employee has been issued stock options equal to or
exceeding 1% of the issued capital of the Company at
the time of grant.

Pursuant to Regulation 46 of the Regulations, the
ESOP Scheme and disclosure in terms of Regulation 14
of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is made available on the
Company’s website at https://www.piindustries.com/
investor/disclosure-under-regulation-46-of-sebi-lodr/
employee-benefit-scheme-documents/

During the year, there has been no change in the ESOP
Scheme and the same is in compliance with SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and this has been certified by the
Secretarial Auditor of the Company.

22. Vigil Mechanism —
Whistleblower Policy

Pursuant to the provisions of Section 177 of the Act
and Regulation 22 of the Regulations, the Company
has in place a Whistleblower Policy for establishing a
vigil mechanism for Directors and employees to report
instances of unethical and/or improper conduct and
implementing suitable steps to investigate and correct
the same. It provides safeguards against victimization
of Directors or employees or any other person who
avail the mechanism and allows direct access to the
Chairperson of the Audit Committee in appropriate or
exceptional cases.

The said policy has been appropriately communicated
to the employees within the organisation and has
also been hosted at the Company’ website at https://
www.piindustries.com/wp-content/uploads/2025/05/
Whistle-blower-policy_Nov-2025.pdf

During the financial year ended March 31, 2026, no
personnel have been denied access to the Chairperson
of the Audit Committee.

The table below provides details of complaints received/
disposed during the financial year 2025-26:

23. Conservation of Energy,
Technology Absorption, Foreign
Exchange Earnings and Outgo

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished in Annexure ‘E’ attached to
this report.

24. Corporate Social Responsibility
(‘CSR’)

In accordance with the requirements of Section 135 of
the Act, the Company has a CSR Committee comprising
4 Members with Ms. Pia Singh, Independent Director
as Chairperson, Mr. Mayank Singhal, Mr. Rajnish Sarna
and Mr. VK Viswanathan as Members. The details of
meetings and attendance thereat forms part of the
Annual Report on CSR activities furnished in Annexure
‘F’ attached to this report.

The CSR obligation of the Company for the financial
year 2025-26 was '37.31 Crore. As on March 31, 2026,
total amount spent on CSR activities by Company was
'15.96 Crore. The unspent amount of '21.35 Crore was
transferred to ‘Unspent CSR Account’ of the Company
within a period of thirty days from the end of financial
year.

In terms of the provisions of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014,

the Annual Report on CSR activities is annexed to this
Report. Detailed information on CSR Policy, its salient
features, CSR initiatives undertaken during the year,
details pertaining to spent and unspent amount forms
part of the Annual Report on CSR activities.

The CSR policy is hosted on the Company’s website at

https://www.piindustries.com/wp-content/

uploads/2025/06/CSR-Policy.pdf

Further, the Chief Financial Officer has certified that
the funds disbursed have been utilised for the purpose
and in the manner approved by the Board for the
financial year 2025-26.

25. Corporate Governance

The Company takes pride in its Corporate Governance
structure and strives to maintain the highest possible
standards. A detailed report on the Corporate
Governance code and practices of the Company along
with a certificate from the auditors of the Company
regarding compliance of the conditions of Corporate
Governance as stipulated under Regulation 34 of the
Regulations forms part of the Annual Report.

26. Management Discussion and
Analysis Report

Management Discussion & Analysis Report for the
Financial Year 2025-26, as stipulated under Regulation
34(2)(e) of the Regulations, forms an integral part of the
Annual Report.

27. Business Responsibility and
Sustainability Report

Business Responsibility and Sustainability Report
(‘BRSR’) for the Financial Year 2025-26 describing the
initiatives taken by the Company from an Environment,
Social and Governance perspective and an assurance
of the BRSR Core, as stipulated under Regulation 34(2)
(f) of the Regulations forms an integral part of the
Annual Report.

28. General

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the year:

a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to
employees of the Company, except issued under
ESOP Scheme as referred to in this Report.

c) Neither the Managing Directors nor the Whole-time
Director of the Company received any remuneration
or commission from any of its subsidiaries.

d) No significant or material orders were passed by the
Regulators or Courts or Tribunals, which impact the
going concern status and Company’s operations in
future.

e) No proceedings were made or pending under the
Insolvency and Bankruptcy Code, 2016 and there
was no instance of one-time settlement with any
Bank or Financial Institution;

f) Other statutory disclosures:

The Auditors, i.e., Statutory Auditors, Secretarial
Auditors and Cost Auditors have not reported
any matter under section 143(12) of the Act and
accordingly, details as required to be disclosed
under section 134(3)(ca) of the Act, have not
been furnished.

There is no change in the nature of business of
the Company during FY 2025-26. A cash flow
statement for the FY 2025-26 is attached to the
Balance sheet.

There have been 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 statements are related and
the date of the report.

There was no revision of financial statements and
Board’s Report of the Company during the year
under review.

There was no failure to implement any Corporate
Action during the year.

The securities of the Company were not
suspended from trading during the year.

Acknowledgements

Your Directors wish to express their grateful appreciation
for the valuable support and co-operation received
from bankers, business associates, lenders, financial
institutions, shareholders, government, the farming
community and all our other stakeholders.

The Board places on record its sincere appreciation
towards the Company’s valued customers in India
and abroad along with its joint venture partners for
the support and confidence reposed by them in the
organization and looks forward to the continuance of
this supportive relationship in the future.

Your Directors acknowledge the contribution and
hard work of the employees of the Company and its
subsidiaries at all levels, who, through their competence,
hard work, solidarity and commitment have enabled
the Company to achieve consistent growth.

On behalf of the Board
For PI Industries Limited

Sd/-

Narayan K Seshadri

Chairperson
DIN: 00053563

Date: May 19, 2026
Place: Mumbai