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You can view full text of the latest Director's Report for the company.

BSE: 542907ISIN: INE689W01016INDUSTRY: Plastics - Pipes & Fittings

BSE   ` 315.25   Open: 313.30   Today's Range 309.00
323.75
+1.90 (+ 0.60 %) Prev Close: 313.35 52 Week Range 210.00
506.35
Year End :2025-03 

Your Directors have immense pleasure in presenting the Thirty Eighth (38th) 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, 2025.

1. Financial Results

The key highlights of the financial results of your Company for the financial year ended March 31, 2025, and comparison with the
previous financial year ended March 31, 2024, are summarized below:

Particulars

For the year ended
March 31, 2025

For the year ended
March 31, 2024

Revenue from Operations

25,239.16

25,687.48

Less: Expenses

23,621.22

22,613.33

EBITDA (excluding exceptional items)

1,617.94

3,074.15

Less:

Finance Cost

96.72

65.00

Depreciation

1,070.19

911.67

Add:

Other Income

137.44

160.93

Profit before exceptional items and Tax

588.47

2,258.41

Add:

Exceptional Items

-

179.27

Profit after exceptional item and before tax

588.47

2,437.68

Less:

Tax Expenses

157.11

612.72

Profit After Tax

431.36

1,824.97

Add:

Total Other Comprehensive Income

(0.43)

(20.57)

Total Comprehensive Income for the year

430.93

1,804.40

2. Overview of Financial Performance

v Revenue from operations at D 25,239.16 million
compared to D 25,687.48 million in FY 24

v Sales volume at 1,77,202 MT in FY25 as compared to
1,72,793 MT in FY24, translating to a growth of 3% YoY.

v EBITDA (excluding exceptional items) for FY25 at
D1,617.94 million compared to D3,074.15 million in FY 24.

v PAT including exceptional items for FY 25 at D431.36
million compared to D 1,824.97 million in FY 24.

3. Dividend

Your Directors have recommended Final dividend of
Rs 0.50/- (Rupees Fifty Paise Only) (@ 5%) per share for
financial year 2024-2025 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 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
(LODR) Regulations, 2015, 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
2024-25.

5. Material changes and Commitments affecting the Finan¬
cial Position of the company.

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. There has
been no change in the nature of business or any activity of
business of the Company.

6. Share Capital
Authorised Share Capital

As on March 31, 2025, the Authorised Share CapitaL of the
Company was D 1,500 million divided into 149.40 million
Equity Shares of D 10/- each and 0.60 million Compulsory
Convertible Preference Shares ("CCPS") of D 10/- each.

Paid Up Share Capital

As on March 31, 2025, the Paid-up Equity Share Capital of
the Company was D 110.56 million Equity Shares of D 10/-
each aggregating to D 1,105.61 miLLion.

7. Equity shares lying in the Suspense Account

In compliance with Para F of Schedule V to the SEBI (Listing
ObLigations and DiscLosure Requirements) ReguLations,
2015, your Company confirms that no shares of the
Company are Lying in the Suspense Account.

8. 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.

During FY 2024-25, the company had not transferred
any shares to Investor Education and protection Fund
("IEPF"). As on March 31, 2025, D 0.35 million is Lying as the
uncLaimed dividend amount.

9. 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.

10. Management Discussion and Analysis

The management of your company presents the anaLysis of
performance of the Company for the FinanciaL Year ended
March 31, 2025, and its outLook for the future prepared
pursuant to SEBI (Listing ObLigations and DiscLosure
Requirements) 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.

11. Credit Rating

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

Total Bank Loan Facilities
Rated

D 768 Crore (Enhanced
from
D 668 Crore)

Long Term Rating

CRISIL A / Negative
(OutLook revised from
'StabLe'; Rating Reaffirmed)

Short Term Rating

CRISIL A1 (Reaffirmed)

12. Borrowings

The aggregate borrowings of your Company stood at
D 2,641.49 miLLion as at March 31, 2025 as compared to
D 1,144.41 miLLion as at March 31, 2024. The company has
avaiLed term Loans amounting to D 989.87 miLLion and
working capitaL Loan of D 668.39 miLLion. The company has
repaid buyers credit amounting to D 161.18 miLLion for the
period under review.

13. Corporate Governance

Corporate Governance Report prepared pursuant to
SEBI (Listing ObLigations and DiscLosure Requirements)
ReguLations, 2015 forms part of this Board's Report.

14. Compliance with Secretarial Standards

The Company has compLied the appLicabLe provisions of
SecretariaL Standards i.e. SS-1 and SS-2, issued by Institute
of Company Secretaries of India and approved by the
CentraL Government under Section 118 (10) of the Act during
the year under Report.

15. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report prepared
pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Board's
Report.

16. Shifting Of Registered Office From Goa To Dadra & Nagar
Haveli

During the year under review (effective from February 13,
2025), the Company has shifted its Registered Office from
Plot No.1, Honda Industrial Estate, Phase II, Honda Sattari,
Honda, Goa - 403 530 to Survey No. 132/1/1/3, Athal
Road, Village Athal, Naroli, Silvassa, Dadra Nagar Haveli -
396235 with a New CIN: L26932DN1987PLC005837.

17. Insurance

The company has maintained insurance policies on the
production facilities, stock transit policy, property, plant
and equipment, inventories, import of consignment and
damage due to fire, earthquakes, floods and other natural
disasters and Cyber Liability Insurance & Commercial
Crime Policy. In addition, The Company has insurance
policies for employees i.e., Staff Personal Accident, Staff
Group Mediclaim along with Directors' and Officers' (D & O)
Liability Insurance.

18. Deposits

Your company has neither accepted nor renewed any
Deposits during the year under review as defined under
section 73 of the Companies Act, 2013 and rules framed
there under.

19. Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

20. 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 Companies Act, 2013 in
the preparation of annual accounts for the year ended on
March 31, 2025, and state that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures from the same;

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, 2025 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;

21. 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.

22. Corporate Social Responsibility

In accordance with the provisions of section 135 of the
Companies Act, 2013 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 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 2024-25 is annexed to this report as
Annexure A.

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

23. 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 Remuneration Policy for Directors, Key
Managerial Personnel (KMP's)/ Sr. Management Personnel
and other employees of the Company is annexed to the
Board Report vide
Annexure B forming integral part thereof.

24. Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) and (10) of The Companies
Act, 2013 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

25. Risk Management

Pursuant to the Regulation 21 of the SEBI (Listing Obligation
and Disclosure Requirement) Regulation, 2015, Risk
Management Committee of the Board 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.

26. Code of Conduct

The Company has in place, a policy on the Code of Conduct
which is applicable to the Members of the Board 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, 2025. 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

27. 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

28. Directors and Key Managerial Personnel

The Board 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 Companies Act,
2013 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:

Changes in Board Composition during FY 2024-25 and up
to the date of this report is furnished below:

Appointment/ Re- appointment of Director

v Mr. Ankur Bansal (DIN: 03082396) was appointed as
Independent Director of the Company for a term of 5
(five) consecutive years effective from May 16, 2024,
to May 15, 2029, vide approval of shareholders passed
through Postal Ballot on July 07, 2024.

Resignation of Director

v Mr. Dilip Deshpande, (DIN: 08488986), Independent
Director resigned from the Board of the Company
with effect from May 18, 2024 due to his other
preoccupation. The Board places on record its

appreciation for the valuable guidance and assistance
received from him during his tenure as director with
the Company.

Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Mr. Parag Chheda (DIN: 00013222), director, is
liable to retire by rotation at the ensuing Annual General
Meeting 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.

Key Managerial Personnel(KMP)

During the Financial Year 2024-25, no changes occurred in
the positions of Managing Director, Chief Financial Officer
and Company Secretary and Compliance Officer of the
Company.

As on date of this report Mr. Jayant Chheda, Managing
Director, Mr. Anand Gupta, Chief Financial Officer and
Mr. Shailesh Bhaskar, Company Secretary are KMPs of the
Company in accordance with the provisions of Section 203
of the Companies Act 2013.

29. 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
Companies Act, 2013, 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, all the Independent Directors
fulfils 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.

30. Disclosure related to Board and Committees of Board

The Board of Directors met Four (4) times during the
financial year 2024-25. The dates on which the Board
Meetings were held are as follows:

May 16, 2024; August 01, 2024; November 07, 2024 and
February 11, 2025.

Committees

The Company has several committees which have been
established as a part of the best corporate governance
practices and are in compliance with the requirements of
the relevant provisions of laws and statutes applicable
to the Company. In order to ensure focused attention on
business and for better governance and accountability, the
Board has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

d. Corporate Social Responsibility Committee

e. Finance Committee

f. Risk Management Committee

The details with respect to the composition, powers, roles,
terms of reference, etc. of the aforesaid committees are
given in detailed in the "Corporate Governance Report" of
the Company which forms part of the Annual Report.

Further there have been no instances where the Board
did not accept the recommendations of its committees,
including the Audit Committee.

31. Performance evaluation of the Board

In compliance with the provisions of the Companies Act,
2013 and SEBI (LODR) Regulation 2015, 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.

32. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of The
Companies Act, 2013, the draft Annual Return for the year
ending on March 31, 2025, is available on the Company's
website at https://www.princepipes.com/general-meeting

33. Related Party Transactions

All the transactions with Related Parties are placed before
the Audit Committee and also placed before the Board for
approval. Prior omnibus approval of the Audit Committee
and the Board 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 &
are in accordance with the provisions of the Companies
Act, 2013, Rules issued thereunder & Regulation 23 of
(SEBI Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board 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 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.

34. Auditors and Reports
Statutory Auditors

Pursuant to the provision of Section 139 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
M/s. N.A. Shah Associates LLP, Chartered Accountants (ICAI
Firm No: 116560W) was appointed as Statutory Auditors of
the Company at 34th Annual General Meeting of the Company
held on September 15, 2021, for a term of 5 (five) consecutive
years till conclusion of 39th Annual General Meeting.

The Statutory Auditors have given a confirmation that they
are eligible to continue with their appointment and that they
have not been disqualified in any manner from continuing as
Statutory Auditors.

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,
2025. 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 Companies
Act, 2013. 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 Companies
Act, 2013 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

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 Board of Directors as
recommended by Audit Committee and subject to members
approval at this AGM, recommended appointment of
M/s. Sanjay Dholakia and Associates (CP No. 1798),
Practicing Company Secretaries, as Secretarial Auditors
of Company for the term of 5 (five) consecutive years from
1st April, 2025 to 31st March, 2030. Secretarial Audit Report
for the financial year ended 31st March 2025 issued by
M/s. Sanjay Dholakia and Associates, Company Secretaries
in Form MR-3 forms part to this report - as
Annexure C. 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
Ketki D. Visariya, Cost Accountants as Cost Auditor of the
Company, for the financial year ending 31st March 2026, on
a remuneration as mentioned in the Notice convening the
38th Annual General Meeting for conducting the audit of the
cost records maintained by the Company. A Certificate from
Ketki D. Visariya, Cost Accountants has been received to the
effect that their 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
38th AnnuaL GeneraL Meeting of the Company and same is
recommended for your consideration.

Cost Audit Report for the year ended 31st March 2024 was
fiLed with the Registrar of Companies, within the prescribed
time limit and for the year ended 31st March 2025, the
same shaLL be fiLed within prescribed time after compLetion
of Cost Audit by Cost Auditors. The Company has made and
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 Companies Act, 2013.

35. Internal Financial Controls

The company has in place Internal Financial Control system,
commensurate with size & complexity of its operations
to ensure proper recording of financiaL and operationaL
information & compLiance of various internaL controLs
other reguLatory & 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 & evaLuate the efficacy of InternaL
FinanciaL ControL system in the company, its compLiance
with operating system, accounting procedures & poLicies at
aLL the Locations of the company. Based on their report of
Internal Audit function, corrective actions in the respective
area are undertaken & controls are strengthened. Significant
audit observations & corrective action suggested are
presented to the Audit Committee.

36. 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 Companies Act, 2013.

37. 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 Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) RuLes, 2014 is annexed to
this report as
Annexure D.

38. Particulars of Employees

The information required pursuant to Section 197(12) of The
Companies Act, 2013 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 E.

39. Employee Relations

We firmly believe that employees are our greatest asset and
the energy, enthusiasm and creativity they bring into the
workpLace are the key drivers of our success. Maintaining
heaLthy empLoyee reLations is at the core of our peopLe
strategy. We continuousLy strive towards enhancing the
empLoyee experiences through various HR interventions
Leading to an engaged & motivated workforce. ALL our HR
programmes are designed to aLign the empLoyee goaLs
with the OrganizationaL goaLs & are working intensiveLy
towards making it a way of life. Keeping in spirit, we are
having a structured Learning & deveLopment programme
in pLace to ensure that the empLoyees upgrade their skiLLs
continuousLy & contribute in making the Organization
a learning Organization. Keeping in view the existing
VUCA worLd, we need to be competitive & in order to keep
ourseLves aLigned with the key business opportunities &
the challenges thereof, we have implemented Innovative
CuLture across the Organization for fostering innovation &
providing ampLe opportunities to the empLoyees for seLf¬
motivation & meaningful engagement through Small Group
activities, KAIZENS etc. & reward the same for sustaining
empLoyee motivation.

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

Your Company has zero toLerance for sexuaL harassment
at work pLace and has adopted a poLicy on prevention,
prohibition and redressal of sexual harassment at

workplace in Line Company Overview Statutory Report
Financial Report Prince Pipes And Fittings Limited with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 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 2024-25:

Particulars

Number

a)

Number of complaints of sexual
harassment received in the year

Nil

b)

number of complaints disposed off
during the year; and

c)

number of cases pending for more than
ninety days

41. Compliance with the Maternity Benefit Act, 1961

The Board 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.

42. 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.

43. Other Disclosures

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.

Your Company has not issued shares with differential voting
rights and sweat equity shares during the year under review

44. 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 shareholders 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

Jayant Chheda

Chairman & Managing Director
DIN: 00013206

Place: Mumbai
Date: August 06, 2025