Prince Pipes & Fittings Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting the Thirty Ninth (39th) Annual Report on the business and operations of Prince Pipes and Fittings Limited ("the Company") together with the audited financial statements for the Financial Year ended March 31, 2026.

1. Financial Results

The key highlights of the financial results of your Company for the Financial Year ended March 31, 2026, and comparison with the previous Financial Year ended March 31, 2025, are summarized below:

(Rs in Millions)

2. Overview of Financial Performance

- Revenue from operations at Rs 25,983 million in FY 26 compared to Rs 25,239 million in FY 25

- Sales volume at 1,91,238 MT in FY 26 as compared to 1,77,202 MT in FY 25, translating to a growth of 8% YoY.

- EBITDA (excluding exceptional items) for FY 26 at Rs 2,316 million compared to Rs 1,631 million in FY 25.

- PAT including exceptional items for FY 26 at Rs 732 million compared to Rs 431 million in FY 25.

3. Dividend

Your directors have recommended final dividend of Rs 1/- (Rupee One Only) @10% per share amounting to Rs 11,05,61,079/- for financial year 2025-2026 on its paid-up equity share capital, as may prevail on the record date fixed for the purpose of dividend eligibility of the members, subject to approval of members in the ensuing Annual General Meeting ("AGM") of the Company.

The details with respect to unpaid/unclaimed dividend are available on the Companys website at https://www.principipes.com/unpaid-unclaimed-dividend

Pursuant to the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated its Dividend Distribution Policy which is available on the website of the Company at https://www.principipes.com/investors/corporate-governance/policies

4. Reserves

Your directors have proposed not to transfer any amount to General Reserves of the Company for the Financial Year 2025-26.

5. Change in Nature of Business

During the year there was no change in the nature of business of the Company.

6. 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 financial statements relate and the date of the report.

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this report.

7. Details of Revision of Financial Statement or the Report

There was no revision in the Financial Statement or the Report in respect of any of the three preceding financial years.

8. Share Capital

Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of the Company was Rs 1,500 million divided into 149.40 million Equity Shares of Rs 10/- each and 0.60 million Compulsory Convertible Preference Shares ("CCPS") of Rs 10/- each.

Paid Up Share Capital

As on March 31, 2026, the Paid-up Equity Share Capital of the Company was 110.56 million Equity Shares of Rs 10/- each aggregating to Rs 1,105.61 million.

During the financial year under review, there was no change in the share capital of the Company.

9. Equity shares lying in the Suspense Account

In compliance with Para F of Schedule V to the Listing Regulations, your Company confirms that no shares of the Company are lying in the Suspense Account.

10. Transfer of Funds to Investor Education and Protection Fund (IEPF):

Pursuant to applicable provisions of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which the dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Since the dividend was lying in unclaimed dividend account for less than seven years, the company had not transferred any shares and unpaid/ unclaimed dividend to IEPF during the financial year 2025-26.

The unpaid dividend for the under noted years, if remained unclaimed for 7 (seven) years will be statutorily transferred by the Company to IEPF, in accordance with schedule given below:

11. Subsidiary / Associate Companies/ Joint Venture

During the period under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence, disclosure regarding the Subsidiary, Joint venture or Associate Company in the Form AOC-1 is not applicable.

12. Management Discussion and Analysis

The management of your company presents the analysis of performance of the Company for the Financial Year ended March 31, 2026, and its outlook for the future prepared pursuant to Listing Regulations, 2015 and which forms part of this Annual Report. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments.

13. Credit Rating

The details of credit ratings obtained from CRISIL Ratings Ltd are as under:

14. Corporate Governance

Corporate Governance Report prepared pursuant to Listing Regulations is annexed to this report as Annexure A.

A certificate has been obtained from the Practicing Company Secretary, regarding Compliance of conditions of Corporate Governance and is forming part of this report.

15. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards as listed below

a. SS-1 on Meetings of the Board of Directors

b. SS-2 on General Meeting

c. SS-3 on Dividend

d. SS-4 on Report of the Board of Directors

16. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report prepared pursuant to Listing Regulations forms part of this Boards Report.

17. Deposits

Your company has neither accepted nor renewed any Deposits during the year under review as defined under section 73 of the Act and rules framed there under.

18. Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

19. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Act in the preparation of annual accounts for the year ended on March 31, 2026, and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors have 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 the year ended on that date;

c. the Directors have 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 have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

20. Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

21. Corporate Social Responsibility

In accordance with the provisions of section 135 of the Act and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board of Directors amount of expenditure to be spent on CSR annually. The details of the CSR Committee is given in the Corporate Governance Report.

The detailed report on CSR activities carried out by the Company during FY 2025-26 is annexed to this report as Annexure B.

The corporate social responsibility policy of the Company can be viewed on the Companys website at https://www.principipes.com/investors/corporate-governance/policies

22. Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy in place. For details on the same, please refer to the Corporate Governance Report. The criteria/policies of the Company for selection and remuneration of Directors, Key Managerial Personnel (KMPs)/ Sr. Management Personnel and other employees of the Company is annexed to the Board Report vide Annexure C forming integral part thereof.

23. Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) and (10) of Act and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website at https://www.principipes.com/investors/corporate-governance/policies

24. Risk Management

Pursuant to the Regulation 21 of the Listing Regulations, Risk Management Committee of the Board of Directors of the Company was formed with effect from June 25, 2020 and reconstituted on May 19, 2022, August 10, 2023, November 07, 2023 and on May 16, 2024 for monitoring and reviewing of the risk management plan, identifying and assessing the nature and extent of internal and external risks that may impact the Company in achieving its strategic objectives.

The Risk Management framework defines the risk management approach across the enterprise. Your Company is faced with risks of different types, each of which need varying approaches for mitigation. Details of various risks faced by your Company are provided in the Management Discussion and Analysis.

25. Code of Conduct

The Company has in place, a policy on the Code of Conduct which is applicable to the Members of the Board of Directors and Senior Management Personnel of the Company.

The said Policy lays down the standard of conduct which is expected to be followed by the Directors and the Senior Management Personnel in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with the Stakeholders. It also lays down the duties of Independent Directors towards the Company. The Directors and the Senior Management Personnel of the Company are expected to abide by this Code as well as other applicable Company policies or guidelines.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, during the year ended March 31, 2026. A Certificate duly signed by the Managing Director, on the compliance with the Code of Conduct is given in the Corporate Governance Report. The said Code is available on the website of the company at https://www.principipes.com/investors/corporate-governance/policies

26. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://www.principipes.com/investors/corporate-governance/policies

27. Directors and Key Managerial Personnel

The Board of Directors of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors.

Pursuant to Section 149(1) and 161 of the Act read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Directors:

There was no appointment, reappointment or cessation of Director during the Financial Year 2025-26 and upto the date of this report.

Key Managerial Personnel (KMP):

During the Financial Year 2025-26, no changes occurred in the positions of Managing Director, Whole-time Director and Chief Financial Officer.

Mr. Shailesh Bhaskar, resigned as Company Secretary and Compliance Officer with effect from 24th February 2026.

Ms. Jyoti Sancheti is appointed as Company Secretary and Compliance Officer with effect from 19th May 2026.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Act, Mr. Vipul Chheda (DIN: 00013234), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

28. Declaration from Directors

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impact their ability to discharge their duties.

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he / she meets the criteria of independence laid down in Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as Independent Directors and have registered themselves in the Independent Directors Database maintained with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

29. Board Meetings

The details of the number of meetings of the Board of Directors and other Committees are given in the Corporate Governance Report in Annexure to this report.

Committees

The details pertaining to composition of Committees and details of Committee Meetings are included in the Corporate Governance Report in Annexure to this report.

Recommendations of Audit Committee

All the recommendations of Audit Committee were accepted by the Board of Directors.

30. Performance evaluation of the Board of Directors

In compliance with the provisions of the Act and Listing Regulations, annual performance evaluation of the Board and its Directors was carried out individually. Various parameters such as the Boards functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Nomination and Remuneration Committee. The performance evaluation of each Independent Director was also carried out by the Board. The Board of Directors expressed their satisfaction with the evaluation process.

31. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return for the year ending on March 31, 2026, is available on the Companys website at https://www.principipes.com/general-meeting.

32. Related Party Transactions

All the transactions with Related Parties were placed before the Audit Committee and also placed before the Board of Directors for approval. Prior omnibus approval of the Audit Committee and the Board of Directors is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus

Prince Pipes and Fittings Limited

approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. All transactions entered into with related parties during the year were on arms length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Companys policy on Related Party Transactions and are in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of Listing Regulations.

The Board of Directors has formulated and adopted and revised a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The Revised RPT Policy as approved by the Board of Directors is uploaded on the Companys website at https://www.principipes.com/investors/corporate-governance/policies.

Further since transactions with the related parties are not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

The members may refer to note to the financial statements which set out related party disclosures.

33. Auditors and Reports

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. N.A. Shah Associates LLP, Chartered Accountants (ICAI Firm Registration No: 116560W/ W100149) was appointed as Statutory Auditors of the Company at 34th AGM of the Company held on September 15, 2021, for a term of 5 (five) consecutive years till conclusion of ensuing 39th AGM.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the reappointment of M/s. N.A. Shah Associates LLP, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the 39th AGM of the Company till the conclusion of the 44th AGM, for approval of Members.

The Statutory Auditors have given a confirmation that they are eligible for re-appointment and are not disqualified from being appointed as Statutory Auditors in terms of the provisions of the Act.

M/s. N.A. Shah Associates LLP,Chartered Accountants, have carried out the statutory audit of the Financial Statements of the Company for the Financial Year ended March 31, 2026. The Notes to Financial Statement referred in Auditors Report are self-explanatory. There are no qualifications, reservations, adverse remarks or disclaimer given by the Statutory Auditors in their report and therefore it does not call for any comments under Section 134 of the Act. The Auditors Report is annexed with the financial statement forming part of this Annual Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Mahajan & Aibara, Chartered Accountants LLP, were re-appointed by the Board of Directors to conduct internal audit of the Company.

Secretarial Auditors

During the year under review, the Members approved the appointment of M/s. Sanjay Dholakia and Associates (CP No. 1798) as the Secretarial Auditor of the Company, to hold office for a term of five consecutive years from 1st April, 2025 to 31st March, 2030.

The Secretarial Audit Report for the Financial Year ended 31st March 2026 issued by M/s. Sanjay Dholakia and Associates, Company Secretaries in Form MR-3 forms part of this report - as Annexure D. The said report does not contain any observation or qualification requiring explanation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Ms. Ketki D. Visariya, Cost Accountant as the Cost Auditor of the Company, for the Financial Year ending 31st March 2027, on a remuneration as mentioned in the Notice convening the 39th AGM for conducting the audit of the cost records maintained by the Company. A certificate from Ms. Ketki D. Visariya, Cost Accountant has been received to the effect that her appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members approval for remuneration payable to Cost Auditors forms part of the Notice of the 39th AGM of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31st March 2025 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2026, the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors. The Company has maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Act.

34. Internal Financial Controls

The company has in place Internal Financial Control system, commensurate with size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls to other regulatory and statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants, monitor and evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures and policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken and controls are strengthened. Significant audit observations and corrective action suggested are presented to the Audit Committee.

35. Details of fraud reported by the Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Act.

36. Conservation of Energy, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy and 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 annexed to this report as Annexure E.

37. Remuneration of Directors and Employees

The information required pursuant to Section 197(12) of Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report as Annexure F.

38. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the Company at https://www.principipes.com/investors/corporate-governance/policies. Further, the Company has complied with provisions relating to the constitution of the Internal Committee under the POSH Act.

Following are the details of complaints for FY 2025-26:

39. Compliance with the Maternity Benefit Act, 1961

The Board of Directors affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols.

40. Significant and material orders passed by the regulators or courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

41. Confirmations

a. During the year under review, the Company has not:

(i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

(ii) issued equity shares with differential rights as to dividend, voting or otherwise.

(iii) issued any sweat equity shares to its Directors or employees.

(iv) made any change in voting rights.

(v) reduced its share capital or bought back shares.

(vi) changed the capital structure resulting from restructuring.

(vii) failed to implement any corporate action.

b. The Companys securities were not suspended for trading during the year.

c. The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc., is not applicable to the Company

42. Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC)

There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

43. Acknowledgement

The Directors place on record their appreciation for the sincere and wholehearted co-operation extended by all concerned, particularly Companys Bankers, Financial Institutions, Security Trustees, Stock Exchanges, Municipal authorities, State Governments, the Central Government, Suppliers, Clientele and the employees of the Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.