DIRECTORS' REPORT

The Board of Directors are delighted to present the 45^th Annual Report, highlighting the Company’s business
operations along with the summary of standalone and consolidated audited financial statements for the year
ended March 31, 2026.

Overview of Financial Performance:

State of Company’s Affairs

During the financial year ended March 31, 2026, the
sales volume of pipes and fittings stood at 3,32,736
metric tonnes (MT), marking a slight decline of 4% over
the previous year’s volume of 3,47,982 MT, mainly on
account of poor demand scenario.

For the financial year ended March 31, 2026, despite
slight decline in volume, the Company reported a
total standalone income of ^4,326.64 crore, as against
^4,390.22 crore in FY25.

On standalone basis, the company reported a
significant improvement in Profit Before Exceptional
Items and Taxation of ^764.74 crore, as against ^587.70
crore in the previous year.

Profit After Tax, on standalone basis stood at ^580.34
crore in FY26 as against ^777.86 crore (including
exceptional gain on partial transfer of leasehold right
of land) in FY25.

Dividend

The Board of Directors have recommended a final
dividend of ^2/- (100%) per equity share of ^2/- each
and a special dividend of ^0.75 (37.50%) per equity
share of ^2/- each, aggregating to ^2.75 (137.50%) per
equity share of ^2/- each for the year ended March 31,
2026. The dividend is subject to the approval of the
shareholders at the ensuing Annual General Meeting
of the Company and subject to deduction of tax at
source. The dividend payout is in accordance with the
Company’s Dividend Distribution Policy as formulated
and adopted by the Board and can be accessed at
the link:https://www.finolexpipes.com/site/assets/
files/12927/dividend distribution policy.pdf

Transfer to Reserves

No amount is proposed to be transferred to the reserves
during the year.

Deposits

The Company has not accepted any deposits from
the public during the year under review as described
under Chapter V of the Companies Act, 2013. No
amount on account of principal or interest on deposits
from the public was outstanding as on the date of the
Balance Sheet.

Changes in the Nature of Business

There has been no change in the nature of the business
of the Company, during the period under review.

Management Discussion and Analysis

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(hereinafter referred to as ‘Listing Regulations’), a
separate section on Management Discussion and
Analysis Report which also covers the operations
reflecting the nature of business, forms an integral part
of this Annual Report.

Consolidated Financial Statements

As at the end of the financial year your Company
does not have any subsidiary Company. However, it
does have two associate companies namely ‘Finolex
Plasson Industries Private Limited’ and ‘Pawas Port
Limited’. Your Company has consolidated the financials
of the aforesaid two associates in its Consolidated
Financial Statements.

In accordance with the provisions of Section 129 of
the Companies Act, 2013 (the “Act”), Schedule III of
the Act and the Listing Regulations read with IND
AS-110 Consolidated Financial Statements and IND
AS-28 Investments in Associates, the consolidated
financial statements are annexed and forms part of this
Annual Report.

Revision in financial statements

There has been no revision in the financial statements
of the Company during the financial year 2025-26.

Subsidiary and Associate Companies

In terms of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the
financial statements of the associate companies in
Form AOC-1 is annexed, and forms an integral part of
this Annual Report.

Pursuant to Rule 8(1) of the Companies (Accounts)
Rules, 2014, the performance and financial position of
the associate companies is included in the consolidated
financial statements which form integral part of this
Annual Report.

The Company’s associate companies remained
unchanged during the Financial Year 2025-26.

The Company has formulated the policy on material
subsidiaries in consonance with the provisions of
Regulation 16(i)(c) of the Listing Regulations.

As required under Regulation 46(2)(h) of the said
Regulations, Material Subsidiary Policy has been
uploaded on the Company’s website and can be
accessed throughhttps://www.finolexpipes.com/site/
assets/files/147251/policy on material subsidiary-1.pdf

Related Party Transactions

During the financial year, all related party transactions
were on an arm’s length basis and in the ordinary course
of business of the Company. Prior omnibus approval
is obtained for related party transactions which are of
repetitive nature.

There were no materially significant related party
transactions which could have potential conflict
with the interests of the Company at large. None of
the transactions with related parties falls under the
scope of Section 188(1) of the Act. The information
on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 does
not apply to the Company for FY 2026 and hence the
same is not provided.

Particulars of related party transactions are stated in
note no. 37 in the financial statements. Your Company
has formulated a policy on related party transactions and
on dealing with related parties (‘RPT Policy’). The Policy
is available on Company’s website and can be accessed
throughhttps://www.finolexpipes.com/site/assets/
files/147246/related party transactions policy-1.pdf

Corporate Governance

Your Company continues to uphold the highest
standards of corporate governance and transparency.
In compliance with Regulation 34 read with Schedule V
of the Listing Regulations, a comprehensive Corporate
Governance Report is included as an integral part of
this Annual Report. A certificate from a Practicing
Company Secretary, confirming adherence to the
prescribed corporate governance requirements, is also
annexed thereto.

Material changes and commitments

There have been no material changes or commitments
that have affected the financial position of the
Company between the close of FY 2026 and the date
of this report. There has been no change in the nature
of business of the Company.

Risk Management

The Company has constituted a Risk Management
Committee in compliance with the Listing Regulations,
details of its composition and terms of reference are
provided in the Corporate Governance Report.

A comprehensive risk management policy and
framework have been implemented to identify, assess,
and address both business risks and opportunities.
This framework enhances transparency, minimizes
potential adverse impacts on business objectives, and
strengthens the Company’s competitive position. It
establishes a structured approach to risk management
across the organization, supported by systematic
documentation and reporting mechanisms.

The framework incorporates multiple risk identification
tools to effectively recognize exposures and potential
impacts at the Company level. Risk management
practices are integrated into overall business planning
and forecasting processes. Key risks identified,
along with corresponding mitigation strategies, are
discussed in detail in the Management Discussion and
Analysis Report.

Internal Financial Controls and their
adequacy

The Company has established robust internal financial
controls, supported by policies and procedures
that ensure the orderly and efficient conduct of its
operations. These controls are designed to promote
adherence to Company policies, safeguard assets,
prevent and detect frauds and errors, maintain accuracy
and completeness of accounting records, and enable
the timely preparation of reliable financial information.

Directors and Key Managerial
Personnel

During the year, Mr. Saurabh Dhanorkar (DIN: 00011322)
resigned from the position of Managing Director with
effect from October 25, 2025. The Board expresses
its gratitude and appreciation for his leadership,
guidance, and contributions to the Company during
his association.

Based on the recommendations of the Nomination
and Remuneration Committee, the Board appointed
Mr. Udipt Agarwal (DIN: 11219144) was appointed as
Whole-time Director for a period of five years effective
September 5, 2025, and subsequently designated as
Managing Director with effect from November 1, 2025.
Further, Mr. Rambabu Sanka (DIN: 11218997) was
appointed as Whole-time Director (Director-Technical)
for a term of five years commencing from August 2,
2025 to August 1, 2030.

The shareholders, at the 44^th Annual General
Meeting held on September 12, 2025, approved the
appointment of the aforesaid two Directors.

Mr. Saumya Chakrabarti (DIN: 09594036) resigned as
Director-Technical effective from August 31, 2025. The
Board placed on record its appreciation for his valuable
guidance and dedicated service.

Mr. Rajesh Rathi (DIN: 00018628) resigned as an
Independent Director of the Company with effect from
August 2, 2025. The Board places on record its sincere
appreciation for his valuable guidance, insights and
contributions during his tenure on the Board.

In accordance with Section 152 of the Companies Act,
2013, Mr. Rambabu Sanka (DIN: 11218997) will retire
by rotation at the forthcoming AGM and, being eligible,
offers himself for reappointment.

The Board recommends the reappointment of
Mr. Rambabu Sanka as detailed in the Notice of the
AGM and seeks shareholders’ approval.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act,
Mr. Udipt Agarwal, Managing Director, Mr. Chandan
Verma, Chief Financial Officer and Mr. Dakshinamurthy
Iyer, Company Secretary and Head Legal are the KMPs
of the Company as on March 31, 2026.

Independent Directors

All the Independent Directors of the Company have
given declarations that:

a) they meet the criteria of independence as
laid down under the Companies Act and the
Listing Regulations;

b) they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective of independent judgment
and without any external influence pursuant to
Regulation 25 of SEBI Listing Regulations;

c) I n the opinion of the Board, there has been no
change in the circumstances which may affect
their status as Independent Directors of the
Company and the Board is satisfied with the
integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section
150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors
of the Company have included their names in the
data bank of Independent Directors and complied
with the requirements of passing the proficiency
test, as applicable.

d) they have registered their names in the
Independent Directors’ Databank.

Based on the confirmations/ disclosures received from
the Independent Non-Executive Directors in terms of
Regulation 25 of the SEBI Listing Regulations along-
with a certificate issued by M/s. SVD & Associates,
Practicing Company Secretaries, (Peer Review No:
6357/2025) Secretarial Auditors of the Company, the
Board of Directors is of the opinion that the Independent
Non-Executive Directors are of integrity and possess
the requisite expertise and experience.

Board Meetings

The Board meets at regular intervals to review and
deliberate on the Company’s business strategies,
policies, and other significant matters. Through
quarterly meetings supported by comprehensive
management presentations, the Board maintains
effective oversight of the Company’s operations and
performance. During the Financial Year, five Board
Meetings were convened. Further details regarding the
meetings and attendance of Directors are provided in
the Corporate Governance Report forming part of this
Annual Report.

Committees of the Board

As required under the Act and the Listing Regulations,
the Company has constituted the following
statutory committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Risk Management Committee; and

• Corporate Social Responsibility Committee.

Details of all the Committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance
Report and forms an integral part of this Annual Report.

Familiarization Programme for
Directors

In line with Regulation 25(7) of the SEBI Listing
Regulations, the Company has instituted a familiarization
program for its Directors, including Independent
Directors. This program is designed to keep Directors
well-informed about the Company’s operations,
industry landscape, regulatory environment, and their
respective roles and responsibilities.

The details of the familiarization programme for
independent directors are available on the website of
the Company and can be accessed throughhttps://
www.finolexpipes.com/site/assets/files/150114/
familiarization programmes for independent
directors fy 2025-26.pdf

Policy on Directors’ appointment and
remuneration

The Company has adopted a Nomination and
Remuneration Policy to guide the nomination
and compensation of its Directors, Key Managerial
Personnel (KMP), Senior Management Personnel
(SMP), and other employees. This policy is aligned with
the provisions of the Companies Act and SEBI Listing
Regulations, incorporating amendments as applicable.

The remuneration of Directors, KMP, and SMP is
determined in accordance with the terms outlined in
the policy, which is available on the Company’s website
and can be accessed through

https://www.finolexpipes.com/site/assets/files/147252/
nomination and remuneration policy-1.pdf

Board Evaluation

The Company has established a formal and
comprehensive framework for evaluating the
performance of the Board of Directors, its Committees,
and individual members. The evaluation process
is guided by parameters recommended by the
Nomination and Remuneration Committee, which
include Board composition, diversity, adequacy of
skills, effectiveness of processes, frequency and quality
of meetings, timeliness of information flow, oversight
of financial reporting and internal controls, leadership
effectiveness, utilization of individual expertise, and
overall engagement levels. Further details are provided
in the Corporate Governance Report, forming an
integral part of this Annual Report.

Details pursuant to Section 197(12)
of the Companies Act, 2013

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

Statutory Auditors and Auditors’
Report

The Company has appointed M/s. Walker Chandiok
& Co. LLP, Chartered Accountants, (Firm Registration
No. 001076N/N500013), as Statutory Auditors of the
Company for a period of five (5) years at the Forty-First
(41^st) Annual General Meeting of the Company held on
August 30, 2022.

Your Company’s standalone and consolidated financial
statements have been prepared in accordance with Ind
AS notified under Section 133 of the Act.

The report of the Statutory Auditors on the Standalone
and Consolidated Audited Financial Statements for
the financial year ended March 31, 2026 is annexed
and forms an integral part of this Annual Report. The
Auditors’ Report does not contain any qualifications,
reservations, adverse remarks or disclaimers and hence
do not call for any comments.

Statutory Auditors of the Company have not reported
any fraud for the year under review.

Cost Records and Cost Auditors

The Company is required to maintain cost records
as specified by the Central Government in terms
of Section 148(1) of the Companies Act, 2013 and
accordingly such accounts and records are prepared
and maintained by the Company.

The Cost Audit Report for the financial year ended
March 31, 2025 was duly filed with the Registrar of
Companies within the prescribed timeline. The Cost
Auditors have also submitted their report for the
financial year ended March 31, 2026 and the same
shall be filed with the Registrar of Companies within
the applicable statutory period.

Based on the recommendation of the Audit Committee,
the Board appointed M/s. S. R. Bhargave & Co., Cost
Accountants as the Cost Auditors of the Company for
conducting the audit of the cost records maintained by
the Company for the Financial year 2026-27, M/s. S. R.
Bhargave & Co., have affirmed their independent status
and also confirmed that they meet the eligibility criteria
and are free from any disqualifications as specified
under Section 141(3) and the proviso to Section 148(3)
of the Companies Act, 2013.

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules 2014, a resolution seeking
members’ approval for the ratification of remuneration
payable to the Cost Auditors for the Financial Year
2026-27 forms part of the notice of the 45^th Annual
General Meeting of the Company and the same is
recommended for your consideration and approval.

Secretarial Auditors

Pursuant to the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s. SVD & Associates,
Practicing Company Secretaries, Pune as the
Secretarial Auditors for a term of 5 (five) consecutive
years commencing from FY 2025-26 till FY 2029-30 at
the Forty-Fourth (44^th) Annual General Meeting of the
Company held on September 12, 2025.

The Secretarial Audit Report for the financial year 2025¬
26, is annexed as Annexure - 2 and forms integral part
of this Report.

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has obtained the Annual Secretarial

Compliance Report for the financial year 2025-26
from M/s. SVD & Associates, Secretarial Auditors of the
Company. The said report has been duly submitted to
the Stock Exchanges within the stipulated timeline.

The observations made by the Secretarial Auditors
in both the Secretarial Audit Report and the Annual
Secretarial Compliance Report have been appropriately
addressed and complied by the Company. The
Management’s response to these observations is
annexed as Annexure - 2A.

Apart from the above, the Secretarial Auditors Report
does not contain any qualifications, reservations, or
adverse remarks or disclaimers.

Secretarial Standards

Your Company has devised proper systems to ensure
compliance with the provisions of Secretarial Standards
(as applicable) issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively.

Disclosures

Your directors are pleased to furnish the following
details which are required to be reported by the
Company in the Director’s Report pursuant to Section
134(3) (a) to (q) of the Act:

i. Annual Return

In terms of Section 92(3) and Section 134(3)
(a) of the Companies Act, 2013 read with the
Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company
for the financial year ended March 31, 2026 is
available on the website of the Company and can
be accessed throughhttps://www.finolexpipes.
com/site/assets/files/150220/annual return for
fy 2025-26.pdf

ii. Directors’ Responsibility Statement

Your directors, on the basis of information and
documents made available to them, confirm that:

a) i n the preparation of the annual financial
statements for the year ended on March 31,
2026, the applicable accounting standards
have been followed along with proper
explanation relating to material departures;

b) the directors have selected such accounting
policies and applied them consistently made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of

the state of affa irs of the Company as at March
31, 2026 and of the profit of the Company for
the year ended on that period;

c) the directors have taken proper and sufficient
care for maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 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 were 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.

iii. Vigil Mechanism /Whistle Blower Policy

The Company has established a Vigil Mechanism
and Whistle Blower Policy that enables Directors
and employees to report concerns relating to
unethical practices, suspected fraud, or violations
of the Company’s Code of Conduct and Ethics
Policy. It is confirmed that no Director or employee
has been denied access to the Chairman of
the Audit Committee, and no complaints were
reported during the year.

The said policy has been communicated to the
Director(s) and Employee(s) of the Company and
is also posted on the website of the Company
which can be accessed throughhttps://www.
finolexpipes.com/site/assets/files/147243/
whistle blower policy.pdf

iv. Policy relating to Prevention of Sexual
Harassment

I n compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”) and the rules
framed thereunder, the Company has adopted a
comprehensive Prevention of Sexual Harassment
Policy. This policy ensures a safe, secure, and
respectful work environment for all employees,
particularly women, by providing mechanisms for
prevention, redressal, and deterrence of acts of
sexual harassment.

Your Company has constituted an Internal
Complaints Committee (ICC) in accordance with
the POSH Act, which is responsible for addressing
complaints and conducting inquiries in a fair and
timely manner.

The details of complaints under the POSH Act for
the financial year are as follows:

• Number of complaints of sexual harassment
received during the year: Nil

• Number of complaints disposed of during the
year: Nil

• Number of cases pending for more than 90
days: Nil

The Board confirms that during the year under
review, no complaints were received or cases filed
under the POSH Act.

v. Particulars of loans, guarantees or
investments

The details, of loans given, investments made or
guarantees given (as applicable and if any) pursuant
to Section 186 of the Companies Act, 2013, are
disclosed in the notes to the financial statements.

vi. Significant/Material Orders passed by
the Regulators/Courts/Tribunals

There are no significant and/or material orders
passed by any Regulators/Courts/ Tribunals
impacting the going concern status of the
Company and the Company’s operations in future.

Further no application, neither against the
Company has been filed or is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016), nor the Company has done any one time
settlement with any Bank or Financial Institutions.

vii. Employee Stock Option Scheme

During the year under review, your directors
confirm that no shares were issued by the
Company under the Finolex Industries Limited -
Employee Stock Option Scheme/ Plan (ESOP) of
the Company.

A statement giving complete details, as at
March 31, 2026, pursuant to Regulation 14 of
the Securities Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021, is available on the Company’s
website and can be accessed throughhttps://
www.finolexpipes.com/site/assets/files/150223/
disclosure on esop 2025-26.pdf

The Company has obtained certificate from
M/s. SVD & Associates, Secretarial Auditors of
the Company, pursuant to Regulation 13 of
the Securities Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021.

viii. Sweat equity shares and equity shares
with differential voting rights

Your directors confirm that neither sweat equity
shares nor equity shares with differential voting
rights have been issued by the Company during
the year under review.

ix. Conservation of Energy, technology
Absorption, Foreign Exchange
Earnings and Outgo

Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo
required to be given under Section 134(3) of
the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed to this report
as Annexure - 3, and forms integral part of this
Annual Report.

x. Business Responsibility and
Sustainability Report (BRSR)

Business Responsibility and Sustainability
Report, detailing the various initiatives taken by
the Company on the environmental, social and
governance front is annexed as Annexure - 4 and
forms an integral part of this Annual Report.

xi. Corporate Social Responsibility

In accordance with the requirements of Section
135 of the Act and Rules framed thereunder, the
Company has formulated a CSR Policy which
is available on the Company’s website and can
be accessed throughhttps://www.finolexpipes.
com/site/assets/files/148640/corporate social
responsibility - policy.pdf

Our Company, as a responsible corporate citizen, is
committed to creating meaningful impact through
a wide range of Corporate Social Responsibility
(CSR) initiatives. In partnership with the Mukul
Madhav Foundation (MMF), we actively engage in
programs that span across education, healthcare,
sanitation, skill development, social welfare, water
conservation, and women empowerment. These
initiatives are designed to uplift communities by
improving access to quality education, providing
essential healthcare services, promoting hygiene
and sustainable water practices, and fostering
opportunities for women and youth through
empowerment and skill-building. By working
closely with MMF, we ensure that our CSR efforts
are not only impactful but also sustainable,
contributing to the overall well-being and progress
of society.

The Company remains committed to fostering
the social and economic development of
underprivileged communities, with a primary
focus on the areas surrounding its manufacturing
facilities at Ratnagiri, Urse and Badhalwadi in
Maharashtra, and Masar in Gujarat.

The Annual Report on the CSR activities along
with summary of the Impact Assessment Report
is annexed as Annexure - 5 and forms an integral
part of the Annual Report.

xii. Adherence to Provisions of the
Maternity Benefit Act, 1961

Your Company affirms that it has complied with all
applicable provisions of the Maternity Benefit Act,
1961, including the provision of paid maternity
leave and other prescribed benefits to eligible
women employees during the financial year.
The Company remains committed to supporting
the health, dignity, and welfare of women in
the workplace.

Acknowledgements

The Board of Directors extends its sincere gratitude
to the banks, financial institutions, central and state
government departments, local authorities, customers,
suppliers, business associates, and all stakeholders for
their continued support and cooperation. The Board
further records its appreciation and gratitude to the
outgoing Directors for their invaluable guidance,
leadership, and contributions to the growth and
governance of the Company during their tenure. The
Directors also recognize and appreciate the dedication
and commitment of employees across the organization.
Above all, the Board remains deeply thankful to the
shareholders for their unwavering trust and confidence,
which continues to inspire the Company in its pursuit
of sustainable growth and excellence.

For and on behalf of the Board of Directors

Sd/-

Prakash P. Chhabria

Date: August 6, 2026 Executive Chairman

Place: Turkey DIN: 00016017