P I Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 74th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2021.

1. FINANCIAL HIGHLIGHTS (STANDALONE)

( in Mn)

Particulars FY 2020-21 FY 2019-20
Revenue from Operations 42,762 33,068
Other Income 1,133 479
Profit Before Interest, 10,984 7,456
Depreciation and Tax
Interest 281 180
Depreciation 1,603 1,332
Profit before Tax & Exceptional items 9,100 5,944
Less: Current Tax 1,654 1,249
Deferred Tax (257) (272)
Profit after Tax 7,189 4,423
Add: Other Comprehensive 695 (560)
Income
Total Comprehensive Income 7,884 3,863
Balance of retained earning brought forward from previous year 22,029 18,368
- Profit for the year 7,189 4,423
- Other Comprehensive Income (OCI) for the year 695 (14)
Appropriations: -
Final Dividend on Equity Shares 2019-20 152 207
Interim Dividend on Equity Shares 2020-21 455 414
Dividend Distribution Tax on Equity Shares 0 127
Transfer to General Reserve 0 0
Balance Profit carried forward 28,612 22,029
Earnings Per Share - Basic (in ) 48.56 32.04
- Diluted (in ) 48.55 32.02

2. KEY HIGHLIGHTS

Your Companys Revenue from Operations for the year ended March 31, 2021 on standalone basis stood at 42,762 Mn as compared to 33,068 Mn previous year registering a growth of 29.3 % on YoY basis. The Operating Profit for the year was at 9,853 Mn as compared to 6,977 Mn previous year i.e. an increase of 41.2 % YoY. The Net Profit for the year on stand-alone basis stood at 7,189 Mn as compared to 4,423 Mn in the previous year i.e. a growth of 62.5 %YoY. Your Companys Revenue from Operations for the year ended as on March 31, 2021 on consolidated basis stood at 45,770 Mn as compared to 33,665 Mn previous year, registering a growth of 36 % on YoY basis. The Companys Net Profit for the year ended March 31, 2021 on consolidated basis stood at 7,383 Mn during the year as compared to 4,566 Mn in the previous year, a growth of 61.7 % YoY.

The Earnings per share (EPS) for the year stood at 48.56 per share, shows a growth of 51.6 % as compared to 32.04 per share for the previous year.

Your Company invested 3,420 Mn in of manufacturing and Research & Development capacities. No amount was transferred to general reserves during the year. Your Company successfully completed Integration of Isagro brand molecules and the manufacturing facilities maximize synergies and capacity utilization.

During the year, your Company facilities products and commissioned a pharma lab in Udaipur (Rajasthan).

Qualified Institutional Placement

Your Company successfully raised funds through QIP issue to the tune of 20,000 Mn. by offering 1,36,05,442 equity shares at a price of 1470/- after giving discount to the floor price of 1534.24 determined in accordance with Chapter VI of SEBI (ICDR) Regulations, 2018. The aforesaid shares stand listed on BSE Ltd and National Stock Exchange of India Ltd. The issue saw a tremendous response from domestic and foreign investors like Fidelity, Capital research, ADIA, Morgan Stanley, Small Cap World Fund, Amundi funds, Axis Mutual Funds, ICICI Prudential Mutual Fund, Aditya Birla Sunlife Mutual Funds, White Oak, Taiyo, Max Life Insurance, Motilal Oswal, SBI Life, Sundaram Mutual Funds, Kotak funds, Canara Robecco etc.

Your Company is actively evaluating pharma strategic options as a part of its expansion programme.

Incorporation of wholly owned subsidiaries

Your Company incorporated two wholly owned subsidiaries having registered office in the State of Rajasthan for carrying out pharma activities namely:

PI Enzachem Private Limited, bearing CIN U24290RJ2020PTC070948 vide Certificate of Incorporation dated September 11, 2020 issued by Central Registration Centre, Ministry of Corporate Affairs.

PI Fermachem Private Limited, bearing CIN U24233RJ2020PTC070968 vide Certificate of Incorporation dated September 11, 2020 issued by Central Registration Centre, Ministry of Corporate Affairs.

Amalgamation/ Demerger Scheme of Amalgamation

Limited (Transferor Company) and PI Industries Limited (Transferee Company).

During the year under review, Company filed a Honble National Company Law Tribunal, (NCLT), Jaipur for merger of Technical and CSM vertical of Isagro Asia with PI Industries Ltd.

Simultaneously, Isagro Asia filed a petition before Honble NCLT, Mumbai for approval of the Scheme of Amalgamation for the merger of Isagro Asia with PI Industries Limited.

The aforesaid petitions are pending before the Honble NCLT, Mumbai and Jaipur forfinaladjudication. The other vertical of Isagro Asia i.e. B2C business stands demerged to Jivagro Limited (a wholly owned subsidiary of PI) on going concern basis as per orders passed by the Honble NCLT, Mumbai vide its order dated March 18, 2021. and management system. These

3. BUSINESS PERFORMANCE activities are complemented by a During the year under review, Agchem domestic business achieved face of challenging times with highest ever sales in Nominee herbicide and Osheen insecticide. Your Company innovators partners to introduce novel molecules globally. Two new products namely Londax Power & Shield were launched, which received positive feedback from farmers & channels alike. Growth was well supported by Bio-vita, Awkira & Header. Inculcation of digital strategy to reach customer base efficiently & in time has added an edge to the marketing strength & your Company is poised to address the needs of changing markets. Exports grew by ~33% mainly driven by volume growth of existing products and commercialisation of 4 new molecules. With enhanced utilization of multipurpose plants located at Jambusar, SEZ and commissioning of new plant, your Company expects growth momentum in exports in coming years. The Company continued to develop alternate vendors in domestic market to reduce its dependency on Chinese raw material supplier.

Your Company successfully launched ARIBA a sourcing platform and Automated Fleet Management of Application Spraying Services. Company continuedto explore new geographies where it was not earlier present. Your company is focused on introducing an advanced line-up of innovative products on the key crops that will complement the existing sales. Several high potential products are already in the pipeline, the intent is to develop new brands, introduction of new innovative products, strengthening of existing partnerships & forging of new ones, channel expansion and focus on customer connect are some of the key strategic initiatives expected to drive the growth in coming years.

4. RESEARCH & DEVELOPMENT (R&D)

During the year under review, the Research & Development team successfully carried out synthesis of 46 new development molecules. Out of these, 20 molecules were scaled up successfully for their next stage of development and 4 molecules progressed for commercialisation. Apart from synthesis and scale up of new products, the Research & Development team also undertook process improvements for 9 projects in order to identify cost improvement opportunitiesand then implement such project improvements at the plant level. Environment, Health and Safety (EHS) considerations were given the usual special emphasis in the process development work. Furthermore, 10 products from pharma adjacency are under development with technology as the key differentiator. There are 8 provisional and 2 PCT patents that were filed.

Your Company is running a state-of-the-art integrated R&D set-up for crop protection, with chemical discovery, laboratory and green house facilities for biological testing and with farm resources for first field trials. This facility supports various R&D projects, with focus on plant diseases, animal pests and weed control. Scientifically, it involves chemical synthesis from discovery to scale-up, analytics for structural elucidation, quantitation as well as preparative purification and separation, molecular design and modelling, classical biological testing (in vitro lab, in vivo lab, greenhouse and field) supported by biochemical and molecular biology research, and by formulation development everything connected by an integrated high-end electronic data documentation knowledge management unit which is responsible for literature and patent search, patenting and intellectual property management. growth of ~25% over last year even in the The research assignments involve global innovator partners. is working with Your Companys research strategy and implementation are well supported by a strong team comprising of more than 350 research scientists having expertise andinternational experience in chemistry, analytical techniques, biological and biochemical testing, mode of action,tox and e-tox studies, IP management and basic / detailed process engineering. Your Company continues to pursue cost leadership in which R&D team played vital role on process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). The Companys R&D and manufacturing team are constantly working together to reduce environmental load, enhance safety and reduce cost.

5. FINANCE

Your Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at 7,265 Mn. Your Company follows a prudent financial policy and aims at maintaining an optimum financialgearing. The Companys Debt to Equity Ratio was almost 0.06 as on March 31, 2021. 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 high degree of safety regarding timely servicing of obligations and also a vote of confiden cereposed in your Companys financials.

6. DIVIDEND

During the year, the Board of Directors of the Company declared an interim dividend of 3/- per equity share in its Board Meeting held on February 02, 2021 on 15,17,13,435 equity shares of 1/- each which was paid on March 01, 2021. The Directors are pleased to recommend a final dividend of 2 per equity share of 1/- each, which if approved at the forthcoming Annual General Meeting, 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 and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be 5 per equity share carrying face value of 1/- each.

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 also as a mean to meet any unforeseen contingencies.

PursuanttoRegulation43A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf

7. SUBSIDIARIES & JOINT VENTURES

As on March 31, 2021, your Company had seven (7) Wholly-owned Subsidiaries and two (2) Joint Ventures with leading Japanese Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary Companies and joint ventures.

The key highlights of these Subsidiaries and Joint-Venture Companies are as under:

SUBSIDIARY COMPANIES

i) PI Life Science Research Limited

Your Company owns 100% stake in PI Life Science Research Limited, which carries on the business of R&D for developing new products. The Company posted a profit of 11.01 Mn earned on account of various R&D activities

ii) PI Japan Co. Limited

Your Company owns 100% stake in PI Japan Co. Limited, a Company based in Japan which takes care of business activities your Company in Japan. The development Company posted a net profit of JPY 3.30 Mn during the year ended March 31, 2021. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company for the purpose of consolidation.

iii) PILL Finance and Investments Limited

Your Company owns 100% stake in PILL Finance and Investments Limited. The Company posted a profit of 3.75 Mn during the year ended March 31, 2021.

iv) Isagro (Asia) Agrochemicals Private Limited

Your Company owns 100% stake in Isagro (Asia) Agrochemicals Private Limited. The Company is engaged in business of agrochemicals. The total revenue of Isagro Asia stood at 1,264 Mn with a loss of 5 Mn posted during the period ended March 31, 2021. The financials do not include the demerged B2C business which got transferred to Jivagro Limited pursuant to demerger sanctioned by Honble NCLT Mumbai vide its order dated March 18, 2021.

v) Jivagro Limited

Your Company owns 100% stake in Jivagro Limited. The Company is engaged in horticulture business. The Company took over the domestic B2C business of Isagro Asia, on going concern basis, consequent upon the scheme of demerger approved by the Honble NCLT Mumbai vide its order dated March 18, 2021. The total revenue of Jivagro Limited stood at 2,528 Mn withnetprofitof 249 Mn posted during the period ended March 31, 2021.

vi) PI Enzachem Private Limited

Your Company incorporated a wholly owned Subsidiary named PI Enzachem Private Limited on September 11,

2020 with its registered officeat pharma activities. operations.

vii) PI Fermachem Private Limited

Your Company incorporated a wholly owned Subsidiary named PI Fermachem Private Limited on September 11, 2020 with is registered office pharma activities. operations. In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations,2015, the Company does not have any material subsidiary as on March 31, 2021.

JOINT VENTURES

i) Solinnos Agro Sciences Private Limited

Solinnos Agro Sciences Private Limited (‘Solinnos) is activities for different carryingoutregistration developingnewproducts.

Mitsui Chemicals Agro Inc., Japan, (‘MCAG) in India. Your Company holds 49% stake in Solinnos through its subsidiary Company namely PI Life Science Research Limited whereas remaining 51% stake is held by MCAG, Japan. The Company posted a net profit of 0.59 Mn during the year ended March 31, 2021.

ii) PI Kumai Private Limited

PI Kumiai Private Limited (‘PI Kumiai) is mainly engaged in mfg. & trading of agrochemicals in collaboration with Kumiai Chemical Industry Co. Ltd, Japan who owns 50% stake in this joint venture. Your Company holds remaining 50% equity in PI Kumai through its subsidiary Company namely PI Life Science Research Ltd. The aforesaid joint venture posted a profit of 89.73 Mn during the year ended March 31, 2021.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries and Associate Companies is given in form AOC-1 attached asAnnexure ‘A to this Report. In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the Audited Annual Accounts of each Subsidiary Company have been placed on the website of the Company i.e. www.piindustries.com.

8. RISK MANAGEMENT

Your Company has a well-defined risk management framework in place which interalia, includes identification of risks, including cyber security and related risks inherent to operations of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement ofitsobjectives. Further, it is embedded across all the major functions and revolves around the goals andobjectives of the organization. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board. As on March 31, 2021, the committee comprises of 5 Members including 3 Executive Directors, 1 Independent Director and 1 Senior Managerial Personnel of the Company. The Committee is authorized to monitor and review risk management plan apart from reviewing and recommending the modification to the Risk Management Policy, if any. Ms. Shilpa Sachdeva has been appointed as Chief Risk Officer of the Company.

9. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your 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 Companys plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority which ensures approval 148 of the of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactionsand maintain its books of accounts to ensure its adequacy, integrity and reliability. The Company has also deployed control tool to monitor evaluation of same for operating effectiveness and review process out independently by the Internal Auditors. The control system comprises of continuous audit and compliance by in-house internal audit team supplemented Internal Auditors of the Company. M/s PKF Sridhar & Santhanam LLP, have been engaged as the Depot Auditors to perform the internal audit function, assess the internal controls and statutory compliances in various areas and also provide suggestions for improvement. Independence of internal auditors is ensured through direct reporting to Audit Committee.

Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactionsand review the various business processes. Internal Audit reports are periodically placed before the Audit Committee of the Board. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective as on March 31, 2021.

10. RELATED PARTY TRANSACTIONS

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Companys Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactionswith them have been included in Note no 35 of the financial statements.

Prior omnibus approval of 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, the nature, value and terms and conditions of the transactions. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed https://www.piindustries.com/Media/Documents/Policy%20 on%20Related%20Party%20Transactions.pdf

11. AUDITORS

Statutory Auditors and Auditors Report

The shareholders of the Company at 70th AGM held on September 06, 2017 had appointed M/s. Price Waterhouse, Chartered Accountants, LLP, (ICAI Registration No-012754N/ N500016), as Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office Annual General Meeting to be held in 2022. The Auditors Report is unmodified. or adverse remark whichneedstobeclarified

Cost Auditor

Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conductedbyanauditorwiththerequisitequalifications as Act, 2013. Your prescribedunder Section Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as CostAuditors,based recommendationof the the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year is carried ending March 31, 2022.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, members are requested to consider the ratification of remuneration payable M/s KG Goyal & Co., Cost Accountants.

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Secretarial Auditor

The Board had appointed Mr. Rupinder Singh Bhatia (CP No.2514), practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2021 is annexed to this report as Annexure ‘B.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither granted any loans nor given any guarantee during the year under review. However, it has made investments under the provisions of Section 186 of the Companies Act, 2013 as mentioned in Note No. 7(a) to the financial statements.

13. DEPOSITS

Your Company has not accepted any public deposits during the financial year 2020-21 and no amount of principle or interest was outstanding as on March 31, 2021.

14. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR

EDUCATION AND PROTECTION FUND

During the year, Company had transferred an amount of 4,69,968/- towards unclaimed dividend pending for more than seven years. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on the date of last Annual General Meeting held on September 25, 2020 on the Companys website and same is also available on the on the website of the Ministry of Corporate Affairs. The details can be viewed at Companys website at following link: https://www.piindustries.com/investor-relations/Investor-Dividend Information/Unclaimed- Pursuant to the provisions of Sec 124 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 7,060 equity shares pertaining to shareholders in respect of which dividend remained unclaimed for a period of seven consecutive years to demat account of IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares by making an application in form IEPF-5 online with IEPF authority. Mr. Naresh Kapoor, Company Secretary acts as a Nodal Company for IEPF matters.

15. BOARD AND COMMITTEES Board of Directors

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Professional Directors and Independent Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2021, the Board of Directors comprised of Nine (9) Directors out of whom three (3) are Executive Directors including a Vice Chairman & Managing Director, Managing Director & Chief Executive Officer and a Whole-time Director apart from six (6) Non-Executive Directors, out of which five (5) are Independent Directors including two (2) Women Independent Directors and one (1) Non Independent Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Board members possess requisite qualifications and experience in general corporate management, strategy, finance, banking, taxation, risk management, merger & acquisitions, human capital & compensation, technology, legal and regulatory fieldswhich enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Ms. Lisa J. Brown (DIN: 07053317) was appointed as an Additional Director on the Board of the Company w.e.f. August 04, 2020. She was appointed as an Independent Director by shareholders at the Annual General Meeting held on September 25, 2020 for a term of 5 years commencing from September 25, 2020 to September 24, 2025.

Dr. T.S. Balganesh (DIN: 00648534) was appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years by the members at the Annual General Meeting held on September 25, 2020.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Raman Ramachandran (DIN: 00200297) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.

Declaration(s) from all Independent Directors have been received confirming that they meet the criteria of independence. In order to strengthen the Board, Directors of your Company in their meeting held on May 18, 2021 appointed Dr K.V.S. Ram Rao as an Additional Director and a Whole-time Company.

Keeping in view the valuable contributions made by Mr. Rajnish Sarna, the Board on the recommendation of the Nomination and Remuneration Committee has positionheld by Mr. Rajnish Sarna as Joint Managing Director subject to the approval of the shareholders at the ensuing Annual General Meeting.

Details, as required under the Companies Act, 2013 and SEBI

(LODR) Regulations, 2015, in respect of directors seeking appointment/re-appointment are furnished in the notice of annual general meeting. re-appointment are subject to approval of shareholders at the of the ensuing annual general meeting.

Changes in Key Managerial Personnel

Mr. Subhash Anand resigned as Chief Financial Officer of the Company w.e.f. August 18, 2020. The Board places on record its appreciation for the services provided by him during his association with the Company.

Mr. Rajiv Batra was appointed as Group Chief Financial Officerof the Company w.e.f. October 01, 2020.

There has been no change in any other Key Managerial Personnel of the Company during the year.

Evaluation of the Boards Performance

In compliance with the provisions of Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, of the Directors as well as evaluation of the working of its Committees during year under review. The evaluation framework for assessing the performance of Directors including the Chairman of the Board comprised of criteria like quality of contribution to the Board deliberations, strategic inputs regarding growth of Company and its performance, attendance at Board Meetings and Committee Meetings, Independence of judgements safeguarding of the company and commitment to stakeholder interests. The performance of Independent Directors was carried out by entire Board. A member of the Board does not participate in the discussion of his/her evaluation. For more details on evaluation, please refer Corporate Governance Report. t conduct of its

Number of Board Meetings conducted during the year under review

During the year under review, six (6) Board Meetings were held on June 04, 2020, August 04, 2020, August 27, 2020, October 28, 2020, January 19, 2021 and February 02, 2021. All meetings of the Board were held virtually through Video Conference due to Covid19 pandemic situation pursuant to Sub-rule 2 of Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014. The details of the Board meetings and attendance of the Directors provided in the Corporate Governance Report.

Committ Composition of Audit Committee

As on March 31, 2021, Audit Committee comprises of 3 members with Mr. Narayan K. Seshadri as the Chairperson, Mr. Rajnish Sarna and Ms. Ramni Nirula as members. Further, details on the Committee reference, meetings held are given in the Corporate Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Stakeholders Relationship

The Stakeholders Relationship Committee comprises of 3 members with Mr. Pravin K. Laheri, Independent Director as the Chairperson, Mr. Mayank Singhal and Mr. Rajnish Sarna as the ee reference, meetings Committ members.Furtherdetailsonthe held are given in the Corporate Governance Report. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2020-21 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement: -

(a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards had been followed; (b) the directors had selected such accounting policies 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, 2021 and of the profit of the Company for that period; (c) the directors had taken proper and sufficient care for 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; the interest (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 efficie effectively ensuring the orderly and business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information (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.

16. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys s://www.piindustries.com/investor-relations/ http website at Investor-Information/annual-return

17. SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

18. EMPLOYEES

Remuneration policy of the Company

The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives 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, which forms part of this report.

Human Resources and Trade Relations

In support of the high growth strategies of Companys business, your Company added 552 employees (gross) to its permanent workforce during the year across all levels. Continuedfocus on leveraging technology, social media tools and building employer brand helped your Company complete its hiring program effectively and a revamped on-boarding program called Project Aagman which helped in much faster assimilation of new talent in the Company. The Company also initiated the red-carpet event for all new joiners giving a platform to new joiners for interaction with top management.

In line with its compensation policy, your Company closed the annual increment cycle and made market corrections where necessary with view to retaining high-performing talent as well as to ensure that pay levels and structure are competitive with market. Employee well-being was one of the central focus point for the Company during the covid period. Multipleinitiatives like new

Mediclaim Policy, extending support for Corona victims were launched. The Company tied up with hospitals and doctors to provide covid care support during the year. Recognizing the importance of identifying and developing high-performer employees with potential for fast-track growth, your Company completed comprehensive Talent Management Programme Project Udbhav. This project covers all managerial and leadership levels in the Company and consists of:

- Evaluating employees against our behavioural and leadership competencies using a battery of proven tests;

- Developing and implementing individual development plans for each employee through a mix of experiential learning, executive education, and coaching and mentoring;

- Developing differentiated career paths for employees based on their performance and potential;

- Establish a structured process for Talent Review to monitor the progress and development of employees in line with business needs;

- Use the outcomes of the assessments to develop succession plans for critical role;

- Integrate the outcomes of the above with career decisions. As on March 31, 2021, 230 employees had completed their assessments and subsequent talent review exercise was done where the leadership participated in curating the future career track for all high potential Employee engagement continuesto be in focus. Owing to covid most of the engagement initiatives were undertaken during the year virtually. Initiatives like Stepthalon, Dental Camp, International Yoga Day have been the highlights of attracting employees and bringing them closer to the culture of the organization. Continuous made during the year, based on user feedback. Besides making the system user friendly, these improvements have also strengthened system controls. A comprehensive HR SOP has now been developed to act as a standalone document for process ear. reference and compliance.

Total permanent workforce of the Company stood at 2963 as on March 31, 2021.

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

Your Company has a zero tolerance for any abuse against Women at Workplace. 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 Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company received one complaint under the POSH and same has been disposed off after following the proper procedures during the financial year 2020-21.

Particulars of Employees and related disclosures

The informationrequired under Section 197(12) of the Companies Act, 2013 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 ‘C. As per to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspectionduring business hours up to the date of the forthcoming annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary cross-functionalteaming y. Compan attheRegisteredOfficeof the Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

Employee Stock Option Plan / Scheme

Your Company discontinued the grant of stock options under PII-ESOP Scheme, 2010 in the year 2017 as per the recommendation(s) of Nomination & Remuneration Committee of the Board. However, the stock options already granted vest as per the terms and conditionscontained in the grant letter. As per the Companys ESOP scheme, options vest after a lock in period of one (1) year from the date of grant in a graded manner over the vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock .

Exchange India Limited one day prior to the date of grant of option. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure ‘D.

19. AWARDS AND RECOGNITIONS

Mr. Mayankimprovements Singhal,HRSystemsand Processeswere Vice Chairman and Managing Director of your Company was conferred with the prestigious Business Leader of the Year Award at the World Leadership Congress Awards ceremony for showcasing leadership with remarkable achievementsagainstalladversitiesinavery Your Company also won the ‘Most Admired Company of the Year Award at the World Leadership Congress Awards ceremony. For its value-added offerings to millions of farmers in increasing farm yield, profitability and delivering impressive returns to our investors year after year. For its DSRinitiative, your Company won the ‘Corporate Social Responsibility Programme of the Year Award at the World Leadership Congress Awards ceremony. DSR (direct seeded rice) technique reduces labour cost, water usage, and land aridity and helps in sustainable agriculture in Punjab, Haryana, Bihar, Karnataka, Andhra Pradesh and Telangana. Over the years, DSR has positively impacted over 20 lac acres of farmland, benefitted 47,000 new farmers, and saved over 1.7 trillion litres of water in FY20 alone. Your Company was adjudged winner at the 14th Edition ‘CII-National for its leadership role in implementing water and watershed management projects with the involvement of public/private agencies and communities to facilitate sharing of information by excellent water efficient companies.

For its HR Strategy and Innovation, your Company won award for ‘Best HR Strategy in Line with Business for relentlessly driving Hiring, Aagman, Engagement through Digital initiatives, Virtual Learning and Udbhav during a challenging pandemic year and award for ‘Continuous Innovation in HR Strategy at Work in digitizing the Hire to retire processes with minimal manual intervention.

20. VIGIL MECHANISM WHISTLE BLOWER POLICY

Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.

The Whistle Blower Policy of the Company is formulated and uploaded on the Companys website at the following https://www.piindustries.com/Media/Documents/Whistle%20 Blower%20Policy(r).pdf The Policy provides for adequate safeguards against of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

21. 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 Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ‘E attached to this report.

22. CORPORATE SOCIAL RESPONSIBILITY ("CSR") AND RELATED

MATTERS

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR comprising four (4) members with Mr. Pravin K. Laheri as Chairperson, Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company has also amended Corporate Social Responsibility Policy (CSR Policy) pursuant to the Companies (Corporate social responsibility Policy) Amendment Rules, 2021 notified by the MCA on January 22, 2021 in order to ensure alignment of policy with amended law. The policy is available on the website of the Company at https://www.piindustries.com/sustainability/CSR/CSR-Policy YourCompanycarriesoutitsCSRactivitiesthrough PI Foundation, a Trust set up by PI Industries Ltd. During the year, PI Foundation undertook several CSR categories:

- Water

- Education and Talent Nurturing

- Healthcare

- Hygiene&

- Livelihood Enhancement

- Sustainable Agriculture

- Skill Development

- Employee Engagement through CSR

During the financial year an amount of 108.9 Mn to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. PI

Foundation has spent an amount of 92.8 Mn and the remaining unspent amount on the ongoing projects has been transferred back to a separate unspent account opened for CSR as required under the amended rules. PI foundation has not been able to spend the entire money as projects are ongoing projects spread over 2-3 years. Various CSR initiatives taken during COVID-19 including; - support to the local administration in fast and efficient sanitization of large areas by deploying services of hi-tech Japanese farm spray machines free of cost in nearly 50+ locations so far, spanning across the states of Rajasthan, Gujarat, Andhra Pradesh, Telangana, Haryana, Delhi, Punjab. State govts. has appreciated the efforts of PI in providing these spray machines to carry out sanitization drive at large scale.

- Distribution of over 12,500 food packets was made to migrants and daily-wage labourers.

- Manufacture and distribution of 1,50,000 sanitizers so far in the neighboring communities around PIs operations.

- Using mobile Medical Units 24x7 in 64 villages of Jambusar, Gujarat spreading awareness on the necessity of social distancing, hand-thermal screening and distributingmasks and other kits to villagers.

- Support to contract workers by continuing wages and arrange food and basic amenities for them during lockdown while ensuring COVID-19 prevention and Committee containment protocol activitiesundertaken by the Company are ThedetailsofCSR highlighted in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure ‘F which is attached to this report.

23. CORPORATE GOVERNANCE

Your 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 SEBI (LODR) Regulations, 2015 forms part of the report. under the following few

24. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A separate section of Business Responsibility describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. SHARE CAPITAL

During the year, your Company allotted 1,36,05,442 Equity Shares of 1/- each at a premium of 1469/- each pursuant to QIP offerings made by the Company on July 09, 2020. Further, your Company had issued 4,683 Equity Shares of 1/- each at a premium of 743/- each, which were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option Plan-2010. The Trust allocates these shares to the employees of the Company and its subsidiaries upon exercise of stock options from time to time under the aforesaid Scheme As a result of these allotments, the paid-up equity share capital of your Company increased to 151.7 Mn (comprising of 15,17,18,118 Equity Shares of 1/- each as on March 31, 2021).

27. 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 under review: -a) Issue of equity shares with differential rights as to dividend, voting or b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and 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 commission from any of its subsidiaries. d) No significant Regulators or Courts or Tribunals, which impact the going futur concernstatusandCompanysoperationsin Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financialstatements are related and the date of the report.

28. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.

. The Board places on record its sincere appreciation towards the Companys 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 this supportive relationship in the future.

The Board deeply regret the losses suffered due to the Covid-19 pandemic and place on record their sincere appreciation to all the front-line workers and those who have gone beyond their duties in battling against the pandemic. 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

or

Sd/-

or material orders were passed by Narayan K. Seshadri the

Chairman

DIN: 00053563

Date: May 18, 2021

Place: Mumbai