Your Directors have immense pleasure in presenting the Thirty Ninth (39^th) 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:

(? in Millions)

2. Overview of Financial Performance

? Revenue from operations at ? 25,983 million in FY 26
compared to ? 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
? 2,316 million compared to ? 1,631 million in FY 25.

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

3. Dividend

Your directors have recommended final dividend of
? 1/- (Rupee One Only) @10% per share amounting to
? 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 Company's website at https://www.
princepipes.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.princepipes.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 ? 1,500 million divided into 149.40 million
Equity Shares of ? 10/- each and 0.60 million Compulsory
Convertible Preference Shares ("CCPS") of ? 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 ? 10/-
each aggregating to ? 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 Board's
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
ensuing 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 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 Company's website at https://www.
princepipes.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 (KMP's)/ 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 Company's 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 Company's website at https://www.
princepipes.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.princepipes.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 Company's website at https://www.
princepipes.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 24^th February 2026.

Ms. Jyoti Sancheti is appointed as Company Secretary and
Compliance Officer with effect from 19^th 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 Board's 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 Company's website at https://
www.princepipes.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

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 arm's length
basis, in the ordinary course of business and in line with
the threshold of materiality defined in the Company's 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
Company's website at https://www.princepipes.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 34^th AGM of the
Company held on September 15, 2021, for a term of 5 (five)
consecutive years till conclusion of ensuing 39^th 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 39^th
AGM of the Company till the conclusion of the 44^th 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 1^st April, 2025
to 31^st March, 2030.

The Secretarial Audit Report for the Financial Year ended 31^st
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 31^st March 2027,
on a remuneration as mentioned in the Notice convening
the 39^th 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 39^th
AGM of the Company and same is recommended for your
consideration.

Cost Audit Report for the year ended 31^st March 2025 was
filed with the Registrar of Companies, within the prescribed
time limit and for the year ended 31^st 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
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.
princepipes.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 Company's 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 Company's 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.

For and on behalf of Board of Directors of
Prince Pipes and Fittings Limited

Sd/-

Jayant S. Chheda

Chairman & Managing Director
DIN: 00013206

Place: Mumbai
Date: August 04, 2026