P I Industries Ltd

Dear Shareholders,

Your Directors are pleased to present the 78th Annual Report on the business and operations of the Company ('PI') together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

1. Financial highlights (standalone)

2. Key highlights

The Company delivered a resilient performance amid global industry headwinds. The Revenue from Operations for the year ended March 31, 2025, on a standalone basis stood at Rs.75,712 Million as compared to Rs.71,454 Million in the previous year registering a growth of 5.96% on YoY basis. The Profit Before Interest, Depreciation and Tax grew by 18.45% to Rs.26,651 Million for the year ended March 31, 2025. The Operating Profit for the year was at Rs.23,645 Million as compared to Rs.20,257 Million in the previous year i.e., an increase of 16.72% YoY. The Net Profit for the year on standalone basis stood at Rs.18,665 Million as compared to Rs.17,307 Million in the previous year i.e., a growth of 7.84% YoY.

The Company's Revenue from Operations for the year ended as on March 31, 2025, on consolidated basis stood at Rs.79,778 Million as compared to Rs.76,658 Million in the previous year, registering a growth of 4.07% on YoY basis. The Company's Net Profit for the year ended March 31, 2025, on consolidated basis stood at Rs.16,602 Million during the year as compared to Rs.16,815 Million in the previous year, a de-growth of 1.27% YoY.

The consolidated Agchem exports grew by 4.48% during FY25 as compared to the previous year over a high base and new products grew by ~31% YoY. Domestic branded revenue grew by ~6%, including increase in volume by ~9%. Further, biological products grew by ~20% YoY. The Company commercialised 6 new products in Exports and 7 in Agri Brands during the year.

The new growth drivers of the business are taking shape, the biologicals portfolio grew ~20% YoY, driven by sustained R&D investments, expansion of offerings and global partnerships. The Pharma CRDMO vertical continues to gain traction. During FY 2024-25, the Company enhanced its integrated platform capabilities spanning R&D, kilo lab/pilot plants and commercial scale manufacturing.

The Basic Earnings Per Share (EPS) for the year ended as on March 31, 2025, on standalone basis stood at Rs.123.03 per share, shows a growth of 7.85% as compared to Rs.114.07 per share for the previous year.

No amount was transferred to general reserves during the year.

3. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The standalone and consolidated financial statements of the Company for FY 2024-25 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 ('SEBI Listing Regulations, 2015') and amendments thereto and are prepared in accordance with Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiaries, associates and joint ventures of the Company.

4. BUSINESS PERFORMANCE

The global crop protection industry experienced moderated growth amidst a challenging external environment marked by climate volatility, softer farmer sentiment, regulatory tightening and price pressures. Despite these challenges, the medium-to-long term outlook remains strong, supported by the need for climate resilient agriculture, sustainable inputs and enhanced productivity. The Company delivered a resilient performance despite global industry headwinds, with new growth drivers taking shape. New product launches and biologicals emerged as the key growth drivers for FY 2024-25.

During the year, the Company successfully commercialized 7 new molecules, including those in the Electronic and Performance Chemicals segment, reinforcing its position in this specialized and high- value domain. As part of its continued investment in future-ready capabilities, the Company has operationalized several strategic advancements— namely, advanced continuous flow technology successfully validated on pilot scale with one molecule slated for commercialization in the year to follow, green catalyst-based processes for three products, and a bio-technology platform—across its R&D and scale-up operations. The Company remains committed to innovation in chemistry, process design, and engineering technologies. Collaborations with innovator partners are actively underway to develop and introduce novel molecules to global markets, thereby expanding the Company's international footprint and customer base.

During the year, the Company launched 7 new products in the AgChem and Horticultural space in FY 2024-25: PRESSEDO, SOLJU GR and SP, Osheen Ultra DORITO, KAPRIGIN, BYROCK and Vachan. These launches underscore PI's commitment to innovation and growth.

PRESSEDO is an advanced insecticide offering broad- spectrum control against complex Lepidopteran pests. Powered by a patented molecule and advanced technology, it ensures superior pest control and promotes strong, healthy crops.

DORITO is a systemic insecticide with translaminar action, providing quick knockdown to stop crop damage immediately and minimize losses. It effectively controls a broad spectrum of sucking pests with its dual mode of action, ensuring long-lasting protection and reducing the need for frequent sprays. Additionally, DORITO acts as a phyto tonic, enhancing chlorophyll production for lush green crops and better yields.

BYROCK is a wide-spectrum fungicide with both preventive and curative action. Its dual mode of action makes it a perfect fit in the fungicide portfolio with a resistance management strategy. It has a label claim on 13 crops and multiple diseases, providing high flexibility in the application window throughout the year.

Osheen Ultra is a superior patented formulation for sucking pest control and Vachan is an insecticide for Leps management.

With PI's strong commitment to bringing world-class biological solutions, the launch of microbial and Rhodophyte-derived Potash-based organic fertilizers— SOLJU GR, SOLJU SP, and KAPRIGIN—introduces unique IROC and SHINE technologies that enhance soil health, mobilize nutrients, reduce water stress leading to better yield. SOLJU GR and SOLJU SP enhance soil health by mobilizing locked and immobile nutrients for plant roots and reducing the impact of water stress, while KAPRIGIN activates plant metabolic pathways and upregulates genes to enhance the final produce quality.

The monsoon season in FY 2024-25 brought abovenormal rainfall due to La Nina, impacting crops with unseasonal and erratic rainfall. Due to these climatic and economic challenges faced by farmers, the crop protection industry saw significant value erosions. Pricing pressure from generics moderated the overall growth. However, strategic measures such as new product launches and initiatives along with continued investment in R&D, partnerships and expansion of biologicals played a crucial role in driving growth.

Moreover, in wheat herbicide market, the Company has maintained its leadership position even in strong presence of generic products. This generic defence was possible through the differentiation strategy adopted with a 360? campaign based on a theme- 'Gaon ki Shaan, Awkira Kisan' which involved promotional activities, demand generation and social media campaigns along with support from application services.

The Company has the distinction of being the first Indian company to get the approval of the Indian Standards Organisation for 'Pioxaniliprole' with the project progressing steadily setting new benchmarks in regulatory credibility.

During the year, the Company deployed 3 Machine Learning models for insecticides, 1 for fungicides and 1 for retrosynthesis along with strengthened biotechnology capabilities and identified deliverables. During the year, the Company has filed for 44 patents, reinforcing its position as a front runner in innovation.

Diversifying with scalable and IP-rich biologicals solutions to reduce reliance on traditional chemistries, the Company completed the acquisition of Plant Health Care PLC on August 20, 2024, through its wholly owned subsidiary in Dubai, PI Management Consultancies LLC. Plant Health Care PLC (PHC) has industry-leading knowledge products, IP and experience in protein/ peptide technology in the agriculture biological space. PHC technology has gained good traction over the last few years with the registration and commercialization of its patented PREtec peptide products. Peptides represent next generation of biological crop protection because of high effectiveness and favourable environment profile. In addition to a strong R&D base in the USA, PHC products have good acceptance with growers in key markets e.g. US, Brazil, Europe and Mexico.

The Health Sciences vertical continues to gain traction. The Company enhanced its integrated platform capabilities spanning R&D, established flow lab at Hyderabad and began its 'Amidities' initiatives during the year and invested a capex of approx. Rs.130 crores in the Pharma vertical during FY 2024-25 along with commissioning of kilo lab facilities in Lodi, Italy.

The Company is leveraging technology platforms and capabilities to build differentiated new business models. In line with its strategic transition from agri-sciences company to a diversified life sciences enterprise, PI is expanding its presence across high growth verticals including pharmaceuticals, CRDMO, electronic chemicals, specialty chemicals and biologicals.

PI is driving innovation by seamlessly integrating advanced digital technologies with a resilient cybersecurity framework. Through initiatives like Electronic Lab Notebooks (ELN), Laboratory Information Management Systems (LIMS), and process digitization across over 41 lab operations, PI is accelerating research, ensuring data integrity, and enhancing collaboration. Key enterprise functions—including HR, finance, and operations—have been transformed using real-time analytics, low-code application development, and SAP-based automation, significantly improving agility and decision-making.

Cybersecurity is a strategic priority at PI, embedded at every organizational level. The upgraded Information Security Management System (ISMS), now aligned with ISO 27001:2022 and NIST frameworks, reflects the Company's commitment to safeguarding intellectual assets and maintaining operational resilience. A robust governance structure—led by the Board, Risk Management Committee, and executive leadership— ensures rigorous oversight of cyber risks.

Advanced tools like AI-powered threat detection, NextGen firewalls, and continuous monitoring systems

help mitigate complex threats, including zero-day vulnerabilities. A tested Business Continuity Plan (BCP), dark web surveillance, and mandatory employee training further strengthen PI's cyber posture. In FY 2024-25, PI maintained a zero data breach record, underscoring the effectiveness of its security-first culture. By uniting innovation with secure digital infrastructure, PI ensures sustainable value creation and long-term business continuity.

Energy efficiency continues to be a central focus under the Company's ongoing conservation program. In FY 2024-25, renewable energy contributed 6.9% of the total electricity consumption. Significant energy-saving initiatives were implemented across manufacturing locations, including the deployment of energy-efficient screw chillers, community steam boiler system, and the installation of Variable Frequency Drives (VFDs), which together contributed to a 1.4% reduction in fuel consumption. Additionally, recycling of mother liquor (ML) in three products resulted in 10-30% specific energy savings and contributed to waste minimization.

The Company has also adopted several technology absorption initiatives in line with Industry 4.0 standards, with a strong focus on digitalization and low- or notouch manufacturing processes. Advancing towards the smart factory model and aspiring to become a digital lighthouse, the Company is leveraging cutting-edge technologies such as AI, IoT, and real-time data analytics to drive enhanced efficiency, agility, and transparency across operations—setting new benchmarks for innovation and excellence in manufacturing. As part of its sustainability goals, it is working towards reducing its carbon footprint through the increased use of clean fuels such as LNG, enhanced adoption of renewable energy sources including solar and hybrid power and improving solvent recovery efficiency by 1.2% to reduce greenhouse gas (GHG) emissions.

In its water conservation efforts, the Company has implemented the replacement of steam jet ejectors with dry vacuum pumps and enhanced the efficiency of its Reverse Osmosis (RO) plants, leading to a 1.8% increase in water recycling. Wastewater generation has also been reduced by 4.8% through continuous improvement efforts.

Collectively, these initiatives underscore the Company's integrated approach toward sustainable growth, operational excellence, environmental stewardship and cost-effective innovation.

In a year marked with geo-political uncertainties, the Company has further reduced dependency on single sources, in line with its commitment to de-risk the supply chain and ensure supply sustainability. Focused expansion in sustainable agri-inputs aligns with longterm environmental and regulatory trends.

The consolidated Agchem exports grew by 4.48% during FY 2024-25 as compared to the previous year over a high base and new products grew by ~31% YoY. Domestic branded revenue grew by ~6%, including increase in volume by ~9%. Further, biological products grew by ~20% YoY. The Company commercialised 6 new products in exports and 7 in Agri Brands during the year.

5. AWARDS AND RECOGNITIONS

• Business Excellence & Leadership

- Recognized as the 'Most Promising Company of the Year' at the 20th India Business Leader Awards 2024 by CNBC TV18. The award was presented by Shri Nitin Gadkari, Union Cabinet Minister of Road Transport and Highways, and Mr. Kumar Mangalam Birla, Chairman, Aditya Birla Group.

- Featured in the 2024 DET Hurun India Manufacturing 400, highlighting PI's excellence in innovation, sustainability, and contributions to global food security.

• Employee & Workplace Recognition

- Honored as a WOW Workplace 2025

(Manufacturing & Allied), based on exceptional employee reviews and reflecting the Company's strong 'People First' culture.

• Occupational Health & Safety

- PI, Bharuch received the NSCI Safety Award 2024 - Golden Trophy from the National Safety Council for its commitment to safety, innovation, and responsible growth.

- Awarded the Gold Award at the 17th EXCEED OHS & Security Awards 2024 for excellence in Occupational Health & Safety within the R&D sector.

- Received the Gold Award in Occupational Health & Safety at the 17th EXCEED Safety & Security Awards 2024, presented by the Sustainable Development Foundation

- PI, Udaipur was awarded the Platinum Award at the Apex India Occupational Health & Safety Awards 2024 in the R&D sector

- PI, Udaipur also received the Gold Award from

Grow Care India for its commitment to safety and sustainability.

• Sustainability & Environmental Stewardship

- PI, Bharuch was honoured with the Golden Peacock Environment Management Award 2024, recognizing its leadership in environmental and social impact.

- The Company received the Responsible Care Certificate from the Indian Chemical Council (ICC) at the Sustainability Conclave 2024, affirming its excellence in safety, health, and environment.

- Won the Gold Award at the 10th India Green Manufacturing Challenge 2024, highlighting its ecoconscious practices across manufacturing locations.

• Supply Chain & Operational Excellence

- Recognized with the Top Supply Chain Performer Award in the Agri Ecosystem Sector, demonstrating operational excellence, ESG-driven innovation, and strategic agility.

• Product Innovation

- Nominee Gold, a market-leading herbicide, won the WorldStar Packaging Award in the Packaging Material & Component category for its innovative bottle design.

6. RESEARCH & DEVELOPMENT (R&D)

During the year, PI's integrated R&D division, "PI Research & Development," advanced its strategic goals by optimizing resources, capabilities, and knowledge. Through process alignment and innovation, the division delivered increased efficiency and value creation.

The Process R&D team contributed to 83 projects across agrochemicals, electronic chemicals, and life cycle management. Among these, 54 projects were scoped for external clients through in-depth literature reviews and feasibility studies. 7 projects were successfully commercialized, and 5 others progressed through technology transfer to the Kilo lab stage.

One of the year's key achievements was the commercial-scale deployment of a pioneering flow-chemistry process. This has notably improved manufacturing efficiency and is aligned with our Environmental, Social, and Governance (ESG) objectives by reducing the environmental footprint. This breakthrough also opens opportunities to apply this technology across additional products and projects.

In biotechnology, PI is developing greener, more sustainable chemical processes by using enzymes as biocatalysts. These projects target environmental safety and efficiency. We are also advancing biotech-based waste and wastewater treatment technologies to strengthen sustainability in our operations.

Our state-of-the-art crop protection R&D center integrates chemical discovery, greenhouse testing, and early field trials. The facility supports product development for plant disease control, pest management, and weed elimination with a strong safety and efficacy profile. This work includes:

• Chemical synthesis (discovery through scale-up),

• Advanced analytics and molecular modeling,

• Biological testing (in vitro, in vivo, greenhouse, and field trials),

• Biochemical research, and

• Innovative formulation development.

This integrated setup is enhanced by a sophisticated digital system for data management and documentation. We have also expanded the use of artificial intelligence and machine learning to improve molecular screening and accelerate development timelines—enabling faster, smarter R&D decisions.

Supporting these initiatives, our Knowledge Management team provides expertise in literature analysis, patent research and filing, competitive intelligence, and Intellectual Property (IP) management. In FY 2024-25, 44 new patents were filed, raising our total to 212—demonstrating PI's ongoing innovation leadership.

7. FINANCE

The Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net cash flow from operations for the year stood at Rs.14,785 Million.

The Company follows a prudent financial policy. The Company has a surplus cash balance of Rs.39,806 million as on March 31, 2025.

In FY 2024-25, 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 of the Company has declared an interim dividend at the rate of Rs.6.00 per equity share (i.e., 600%) at its Board Meeting held on February 06, 2025, on 15,17,18,118 equity shares of face value Rs.1.00 each which was paid on February 24, 2025.

In addition, the Board of Directors at its meeting held on May 19, 2025 has recommended a final dividend at the rate of Rs.10.00 per equity share (i.e., 1000%) on 15,17,18,118 equity shares of face value of Rs.1.00 each, which if approved 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 i.e., August 07, 2025, fixed for this purpose. The total dividend for the year would be Rs. 16.00 per equity share of face value of Rs.1.00 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, 1961. For further details on taxability, please refer 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 SEBI Listing Regulations, 2015, 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

i.e. https://www.piindustries.com/wp-content/ uploads/2025/06/Dividend-Policv-f.pdf

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

As on March 31, 2025, the Company had 8 direct wholly owned subsidiaries, 2 joint ventures and 1 associate. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements consisting financials 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 Rs.2,511 Million with net profit of Rs.243 Million during the year ended March 31, 2025.

ii. PI Health Sciences Limited

• The Company owns 100% stake in PI Health Sciences Limited ('PIHS'). It is engaged in the pharmaceutical business. The consolidated revenue of PIHS stood at Rs.2,150.96 Million with net loss of Rs.2,455.12 Million during the year ended March 31, 2025.

iii. PI Life Science Research Limited

• The Company owns 100% stake in PI Life Science Research Limited ('PILS'), which carries on the business of R&D for developing new products.

The consolidated revenue of PILS stood at Rs.67.17 Million with net profit of Rs.62.15 Million during the year ended March 31, 2025, on account

of various R&D activities for developing new products.

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 Rs.1.96 Million during the year ended March 31, 2025.

v. PILL Finance and Investments Limited

• The Company owns 100% stake in PILL Finance and Investments Limited. The total revenue of the company stood at Rs.4.34 Million with net profit of Rs.5.33 Million during the year ended March 31, 2025. PILL Finance and Investments Limited is engaged in financial and investment services.

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, which was incorporated on June 27, 2024. The company focuses on holding investments and providing management consultancy services. The company achieved a net profit of Rs.141.21 Million during the period ended March 31, 2025.

On August 20, 2024, PIMC acquired a wholly-owned subsidiary, in United Kingdom ('UK') i.e., Plant Health Care Limited, a leading provider of novel, patent-protected peptide-based biological products for global agricultural markets. Plant Health Care Limited further owns seven subsidiaries, namely:

a. Plant Health Care, Inc. in United States (Nevada)

b. Plant Health Care, Inc. in United States (Pennsylvania)*

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

d. Plant Health Care (UK) Limited in United Kingdom

e. Plant Health Care Espana in Spain

f. Plant Health Care Brasil in Brazil

g. VAMTech, LLC in United States (Delaware)*

* Merged with Plant Health Care, Inc. in United States (Nevada) with effect from January 01, 2025.

The consolidated revenue of Plant Health Care Limited stood at Rs.537 million with net loss of Rs.326 million for the period August 20, 2024 to March 31, 2025.

ix. PI Kumiai Private Limited

• PI Kumiai Private Limited ('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 Kumiai through

its wholly-owned subsidiary namely PILS. The aforesaid joint venture had a revenue of Rs.732.06 Million and achieved a profit of Rs.84.25 Million during the year ended March 31, 2025.

x. PI Flowtech B.V.

• The Company through its subsidiary namely PILS has incorporated PI Flowtech B.V. on June 11, 2024, as a wholly owned subsidiary of PILS in Amsterdam, Netherlands (converted into JV vide Joint venture agreement dated August 28, 2024). PI Flowtech B.V. is yet to start its business operations.

xi. Solinnos Agro Sciences Private Limited

• Solinnos Agro Sciences Private Limited ('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 Rs.8.83 Million and achieved a net profit of Rs.2 Million during the year ended March 31, 2025.

In terms of Regulation 16(1)(c) of the SEBI Listing Regulations, 2015, the Company does not have any material subsidiary as on March 31, 2025.

In accordance with the provisions of Section 136 of the Act and Regulation 46 of the SEBI Listing Regulations, 2015, the Annual Report of the Company, containing the standalone and consolidated financial statements along with the audited annual accounts of each subsidiary have been uploaded on the Company's website i.e. https://www.piindustries.com/investor/financial- performance/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, 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 SEBI Listing Regulations, 2015, the Company has formed a Risk Management Committee of the Board. As of March 31, 2025, the Committee consists of 4 members, including 1 Independent Director. The Committee convened meetings on August 7, 2024, and February 27, 2025. It 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

In line with Company's commitment to strengthen the governance framework and enhance its operational resilience, the Company has undertaken a comprehensive review and revision of its Risk Management Policy. The updated policy introduces a more robust framework designed to better identify, assess, and mitigate potential risks across our operations. This revision ensures that the Company remain aligned with best practices, regulatory requirements, and the dynamic business environment.

Key updates include:

• Enhanced risk identification and assessment processes

• Improved risk mitigation strategies and controls

• Strengthened oversight and reporting mechanisms

• Integration of emerging risk factors into our overall risk strategy

The Company is confident that this revised policy will enable it to manage risks more effectively, safeguard its assets, and ensure long-term sustainability.

The Risk Management Policy as approved by the Board is uploaded on the Company's website i.e. 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 and 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 an online 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, 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 Auditors conduct independent assessments of the effectiveness of internal controls, audit financial transactions, and review 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 the Company's internal financial controls were adequate and effective as on March 31, 2025.

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 on an arm's 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 Company's Policy on Related Party Transactions read with the SEBI Listing Regulations, 2015, and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is attached as Annexure 'B' to this Report. However, names of related parties and details of transactions with them have been included in Notes to 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 to the Audit Committee for 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 i.e.https://www. piindustries.com/wp-content/uploads/2025/06/RPT Policy Signed-1-1.pdf

13.AUDITORS

Statutory Auditor

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 its 75th AGM held on September 03, 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 consecutive years and accordingly they hold their office commencing from the conclusion of 75th AGM till the conclusion of the 80th AGM of the Company to be held in the year 2027, on such remuneration as recommended by the Board and Audit Committee and as may be mutually agreed to upon between the Board and the auditor from time to time.

The 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, 2025. The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

Cost Auditor

Pursuant to the directives issued by the Central Government under 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 Board has re-appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur (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 ended March 31, 2025, and March 31, 2026, respectively, at its meetings held on May 21, 2024, and May 19, 2025, respectively.

The Board on the recommendation of the Audit Committee has approved the remuneration of Rs.0.33 million, plus applicable GST and such other out of pocket expenses as may be necessary for conducting an audit of cost records of the Company in respect of the Company's products, payable to Cost Auditors for FY 2024-25 and the same was subsequently ratified by the shareholders of the Company as it previous AGM held on August 27, 2024.

For FY2025-26, the Board of Directors on the recommendation of the Audit Committee, has approved the remuneration payable to the Cost Auditors. Accordingly, a resolution seeking ratification from the shareholders for the remuneration payable is included in the Notice convening the AGM.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Rupinder Singh Bhatia (CP No.2514), Practicing Company Secretary, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025, has been obtained and 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.

Further, pursuant to amended provisions of Regulation 24A of the SEBI Listing Regulations,

2015, read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board at its meeting held on May 19, 2025, has approved and recommended the appointment of 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 consecutive years from April 1, 2025 to March 31, 2030 to conduct Secretarial Audit and issue the Secretarial Compliance Report, for

approval of the shareholders at ensuing AGM of the Company.

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 FY 2024-25 and no amount of principal or interest was outstanding as on March 31, 2025.

16. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ('IEPF')

As per Section 124(5) of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended (the 'IEPF Rules'), any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of 7 years from the date of such transfer shall be transferred to the IEPF set up by the Central Government. Accordingly, during the year, the Company had transferred an amount of Rs.10,58,319.00 towards unclaimed dividend (Final dividend - FY 2016-17 and Interim dividend - FY 2017-18) pending for more than 7 years to IEPF.

Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025 (date of closure of financial year) on the Company's website https://www.piindustries.com/investor/ shareholder-information/other-information/faqs/ investor-forms/details-of-unclaimed-unpaid-dividends/ and on the website of the Ministry of Corporate Affairs.

Further, pursuant to the provisions of Section 124 of the Act read with IEPF Rules, the Company has transferred 39 and 3,004 equity shares of face value of Rs.1.00 each on November 11, 2024 and December 23, 2024, respectively, pertaining to shareholders in respect of which dividend remained unclaimed for a period of 7 consecutive years to IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares and dividend by making an application in Form IEPF-5 online with IEPF authority.

Shareholders are requested to get in touch with the nodal officer for further details on the subject at investor@piind.com.

Ms. Sonal Ramanand Tiwari acts as a Nodal Officer of the Company for IEPF matters till February 07, 2025. Subsequently, Ms. Shruti Joshi was appointed as the Nodal Officer of the Company with effect from April 01, 2025, the details of which are uploaded on the website of the Company at https://www.piindustries.com/ investor.

17.BOARD AND COMMITTEES

Board of Directors

The Company's Board of Directors comprises an optimum blend of Executive, Non-Executive and Independent Directors. The Chairperson of the Board is a NonExecutive Non-Independent Director. As on March 31, 2025, the Board of Directors comprised of 9 Directors out of whom 2 are Executive Directors viz., Vice Chairperson & Managing Director and Joint Managing Director, 7 are Non-Executive Directors, out of which 4 are Independent Directors including 2 Women Independent Directors and 3 Non-Executive Non-Independent Directors.

The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 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, Government/ Public Policy,

Marketing /Sales, Human Capital / Compensation, Environmental Engineering, Sustainability/Plant Experience, Corporate Social Responsibility, Cybersecurity in various sectors like Energy, Material, 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.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Rajnish Sarna (DIN- 06429468) retiring by rotation at the forthcoming AGM and being eligible, offers his candidature for re-appointment. The Board recommends his reappointment for the approval of the shareholders at the forthcoming AGM. Brief details of Mr. Rajnish Sarna are given in the notice of AGM.

Details, as required under the Act and SEBI Listing Regulations, 2015, in respect of Directors, including independent directors, seeking appointment/re- appointment, subject to the approval of shareholders at the ensuing AGM, are given in the notice of AGM.

There has been no change in the Directors during the year since the last report.

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 SEBI Listing Regulations, 2015. 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 SEBI Listing Regulations, 2015.

Changes in Key Managerial Personnel ('KMP')

During the year, Mr. Manikantan Viswanathan, Chief Financial Officer, retired from the Company upon attaining the age of superannuation and, as a result, ceased to be Chief Financial Officer (KMP) of the Company, effective from the close of business hours on August 26, 2024. Following the recommendations of the Nomination & Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Sanjay Agarwal as the Group Chief Financial Officer (KMP) of the Company, w.e.f., August 26, 2024, at their meeting held on same day.

Additionally, Ms. Sonal Ramanand Tiwari, Company Secretary and Compliance Officer (KMP) and Nodal Officer, resigned from the Company, w.e.f., closing of business hours on February 7, 2025. Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Ms. Shruti Joshi as Company Secretary and Compliance Officer and Nodal Officer of the Company w.e.f. April 01, 2025.

There has been no other change in the KMP of the Company during the year since the last report.

Evaluation of the Board's Performance

In compliance with the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, 2015, an annual evaluation of the performance of the Board, Individual Directors as well as evaluation of the working of its committees was carried out by an external agency during the year. The evaluation framework for assessing the performance of Directors including the Chairperson of the Board comprised of criteria such as quality of contribution to the Board deliberations, strategic inputs regarding growth of the Company and its performance, attendance at Board meetings and Committee meetings, independence of judgements, safeguarding the interest of the Company and commitment to stakeholders' interests.

The Nomination and Remuneration Committee and Board at their meetings held on May 16, 2025 and May 19, 2025, respectively, based on the report of performance evaluation, determined as required under law that the term of all independent directors to be extended or continued, as appropriate.

Number of Board meetings conducted during the year

During the year, 9 Board meetings were held on May 21, 2024, June 22, 2024, June 26, 2024, August 06,

2024, August 26, 2024, November 13, 2024, February 06, 2025, March 20, 2025 and March 31, 2025. Facility to attend meetings through video conference mode was provided for all the meetings of the Board. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

Composition of Committees

Audit Committee

As on March 31, 2025, Audit Committee comprises of 4 members with Mr. Shobinder Duggal, Independent Director as the Chairperson, Mr. Narayan Keelveedhi Seshadri, Ms. Lisa J Brown and Ms. Pia Singh as members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of 3 members with Dr. T S Balganesh, Independent Director as the Chairperson, Mr. Shobinder Duggal and Mr. Rajnish Sarna as the members.

A detailed update on the Board, its composition, detailed charter including terms of reference of various Board Committees, number of Board and Committee meetings held during FY 2024-25 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 Act, the Board hereby submits its responsibility statement: -

(a) in the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025, 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, 2025, which will be filed with Registrar of Companies, Ministry of Corporate Affairs, is uploaded on the Company's website at https:// www.piindustries.com/investor/other-information-of- shareholders/annual-returns-other-information/.

19.SECRETARIAL STANDARDS (SS-1 and SS-2) 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.

20.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, which forms part of this Report.

During the financial year, Company's core values— Caring, Creative, Courageous, and Curious - have guided its pursuit of reimagining a healthier planet. Amidst a volatile and rapidly evolving external environment, it has remained resilient by embracing an Agility in Action approach—enabling swift, thoughtful responses to emerging challenges and opportunities.

PI's recent international expansion and an increasingly global workforce have deepened its commitment to diversity—not only in thought but also in demographics—strengthening its inclusive culture across geographies.

The Company is committed to continuous internal reflection and improvement, challenging itself to be better every day. Innovation and inclusivity remain at the heart of its talent strategy, supporting its ability to attract, develop, and retain key capabilities for sustainable growth.

Through technology and continuous learning,

PI empowers its people to grow personally and professionally. Its identity as pioneers is reflected in the integration of sustainability and progress into every aspect of its operations, as it harmonises tradition with innovation to uphold global standards.

ESG is not just a strategic priority but a cultural foundation—embedded across all levels of the organization.

In essence, the Company's culture is anchored in innovation, diversity, agility, continuous improvement, sustainability, and a deep commitment to excellence, positioning it for long-term success and meaningful global impact.

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

The Company has zero tolerance for any abuse, not only against women but also against any gender 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 Company received NIL complaints under POSH during FY 2024-25.

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'. As per second proviso 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 shareholders of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

Employee Stock Option Plan / Scheme

During the year, the Company has granted 59,500 options to an eligible employee of the Company under PII- ESOP Scheme 2010 ('ESOP Scheme'), as per the criteria laid down by Nomination and Remuneration Committee of the Board.

The stock options granted vest after 1 year from the date of the grant in a graded manner over a period mentioned in the grant letter. 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 (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded on the Company's website i.e.,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.

21. VIGIL MECHANISM - WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, 2015, the Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report instances of unethical and/or improper conduct, and implementing suitable steps to investigate and rectify the same. It provides safeguards against victimization of Directors or employees or any other person who avails 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 uploaded at the Company' website i.e., https:// www.piindustries.com/wp-content/uploads/2025/05/ Whistle-Blower-Policy-1.pdf

During the financial year ended March 31, 2025, no personnel have been denied access to the Chairperson of the Audit Committee. Further no complaint was reported during the year.

22. 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.

23. 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 Dr. T S Balganesh as Members. During FY 2024-25, the Committee met 3 times. 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 FY 2024-25 was Rs.286.16 Million. As on March 31, 2025, total amount spent on CSR activities by Company was Rs.143.32 Million. The unspent amount of Rs.142.84 Million, pertaining to long term projects, 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 the 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 Annual Report on CSR activities.

The CSR policy is uploaded on the Company's website i.e. 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 FY 2024-25.

24. 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 with the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI Listing Regulations, 2015, forms part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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 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) None of the Executive Directors 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) 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 2024-25. A cash flow statement

for the FY 2024-25 is attached to the Balance sheet. The securities of the Company were not suspended from trading during the year.

• 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.

28. 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.