To the Members,

The Board of Directors are delighted to present the 44^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, 2025.

Overview of Financial Performance:

(Amount in Crore)

During the financial year ended March 31, 2025, the Company recorded modest growth in PVC Pipes and Fittings segment inspite of weak demand scenario. The sales volume of PVC pipes and fittings stood at 3,47,982 metric tonnes (MT) in FY25, marking a 3% increase over the previous year's volume of 3,36,557 MT.

The PVC Resin segment saw an increase in sales volume (including inter-segment transfer) to 2,22,708 MT in FY25, up from 1,96,542 MT in FY24, reflecting a 13% year-on-year rise.

For the financial year ended March 31, 2025, the company reported a total standalone income of ^4,390.22 crore, as against ^4,498.54 crore in FY24. The reduction in revenue was primarily due to weaker realization during the year.

On standalone basis, the company posted a Profit Before Exceptional Items and Taxation of ^587.70 crore, as against ^613.49 crore in the previous year.

Profit After Tax, on standalone basis rose to ^777.86 crore in FY25 from ^455.30 crore in FY24. This increase was primarily attributable to the partial transfer of leasehold rights of the Company's Chinchwad land, which contributed significantly to overall profitability.

Dividend

The Board of Directors have recommended a final dividend of ^2/- (100%) per equity share of ^2/- each and a special dividend of ^1.60/- (80%) per equity share of ^2/- each, aggregating to ^3.60/- (180%) per equity share of ^2/- each for the year ended March 31, 2025. The dividend is subject to the approval of the shareholders in 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

As permitted under the Act, the Board does not propose to transfer any amount to the General Reserve and has decided to retain the entire Income for FY 2025 of ^595.12 Crore (previous year ^805.69 Crore) in the Profit and Loss Account.

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 2024-2025, 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 2024-25.

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 company(ies) is given in Form AOC-1, which 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 associates are included in the consolidated financial statements which form integral part of this Annual Report.

During the financial year 2024-25, there is no change in associate company(ies) of the Company.

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, the Policy on Material Subsidiary has been uploaded on the Company's website and can be accessed through https://www.finolexpipes.com/site/ assets/files/147251/policy on material subsidiary-1.pdf

Pursuant to Regulation 34(3) of the Listing Regulations, the related party disclosures as specified in Para A of Schedule V are given below:

Note: Since the Company has no holding and subsidiary company and no such transactions has been undertaken with associate companies during the year, nothing is required to be reported here.

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 2025 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 party transactions (‘RPT Policy'). The Policy is available on Company's website and can be accessed through https://www. finolexpipes.com/site/assets/files/147246/related party transactions policy.pdf

Corporate Governance

Your Company remains steadfast in upholding the highest standards of corporate governance. In accordance with Regulation 34 and Schedule V of the Listing Regulations, the Annual Report includes a dedicated section on the Corporate Governance Report as an integral component. Additionally, a certificate from a Practicing Company Secretary, affirming compliance with corporate governance norms, is appended to the Corporate Governance Report.

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 2025 and the date of this report. There has been no change in the nature of business of the Company.

Risk Management

The Risk Management Committee was duly constituted by the Board in compliance with the provisions of the Listing Regulations, details of the Committee along with terms of reference are provided in the Corporate Governance Report.

The Company has a robust risk management policy and framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at

various levels including documentation and reporting. The framework has different risk identification methods which help in identifying risks, exposure and potential at Company level. Risk Management forms an integral part of business planning and forecasting. The key business risks identified by the Company and its mitigation plans are included in the Management Discussion and Analysis Report.

Internal Financial Controls and their adequacy

The Company has laid down internal financial controls and other policies and procedures required for the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Directors and Key Managerial Personnel

Mr. Ajit Venkataraman (DIN: 07289950) resigned from his position as Managing Director, effective close of business hours on November 20, 2024. The Board sincerely appreciates his contributions during his tenure. Mr. Saurabh Dhanorkar (DIN: 00011322) took over as Managing Director following Mr. Ajit Venkataraman's resignation, effective November 21, 2024. His appointment was approved by the members through Postal Ballot on December 14, 2024.

Ms. Bhumika Batra (DIN: 03502004), Dr. Deepak Parikh (DIN: 06504537), Mr. Pradeep Rathi (DIN: 00018577), and Mr. Anami Roy (DIN: 01361110) ceased to hold office as Independent Directors of the Company on September 20, 2024, as their reappointment resolutions did not secure the requisite majority at the 43^rd Annual General Meeting. The Board extends its sincere appreciation to the retiring directors for their invaluable contributions and dedicated service to the Company. Their guidance, expertise, and leadership have played a crucial role in shaping the organization's growth and success.

Based on the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. Debabrata Sarkar (DIN: 02502618), Mr. Vijay Bhatt (DIN: 00751001), Mr. Aditya Sapru (DIN: 00501437), Mr. Rajesh Rathi (DIN: 00018628), and Mr. Munesh Khanna (DIN: 00202521) for a five-year term commencing September 19, 2024 as Independent Directors and Mr. Pradeep Udhas (DIN: 02207112) was appointed as an Independent Director for a five-year term beginning September 30, 2024. Shareholders approved these appointments through a Postal Ballot, with voting concluding on December 14, 2024.

Mr. Rajesh Rathi (DIN: 00018628), Independent Director of the Company, ceased to be a Director of the Company with effect from August 2, 2025, following his resignation.

Mr. Saumya Chakrabarti (DIN: 09594036), Director - Technical of the Company, will cease to be a Director of the Company with effect from August 31, 2025, following his resignation.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Ritu Prakash Chhabria (DIN: 00062144) will retire by rotation at the ensuing Annual General Meeting (‘AGM') and being eligible, offers herself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 2, 2025, appointed Mr. Rambabu Sanka (DIN: 11218997) as the Wholetime Director and designated as Director - Technical for a term of 5 (five) years with effect from August 2, 2025, to August 1, 2030, subject to the approval of the shareholders at the ensuing AGM.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on August 2, 2025, approved the appointment of Mr. Udipt Agarwal (DIN: 11219144), for a term of five years, as a Whole-time Director of the Company, to hold office from September 5, 2025 to October 31, 2025 and as a Managing Director to hold office from November 1, 2025 to September 4, 2030.

Mr. Udipt Agarwal succeeds Mr. Saurabh Dhanorkar, who will relinquish his position as Managing Director effective October 25, 2025. The Board places on record its sincere gratitude to Mr. Dhanorkar for his exemplary leadership and unwavering commitment during his tenure. The Board expresses its confidence that Mr. Udipt Agarwal's leadership and vision will be instrumental in driving the Company's future growth and strategic direction.

The Board recommends the appointment/ re-appointment of all the aforesaid Directors, as detailed in the Notice of the ensuing Annual General Meeting and seeks the approval of the shareholders in this regard.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, Mr. Saurabh Dhanorkar, 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, 2025.

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) In 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, Practising 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 convenes at regular intervals to deliberate on the Company's business policies and strategies, along with other key matters. It maintains strong operational oversight, facilitated by quarterly meetings featuring detailed presentations. During FY 2024-25, a total of nine Board Meetings were held, with further details provided in the Corporate Governance Report.

Committees of the Board

In accordance with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has constituted the following Board Committees to ensure effective governance and compliance:

• 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

The Company has implemented a familiarization program for its Directors, including Independent Directors, in accordance with Regulation 25(7) of SEBI Listing Regulations. This program ensures that Directors are well-informed about the Company's business operations, industry dynamics, regulatory requirements, and their roles and responsibilities.

The details of the familiarization programme for independent directors are available on the website of the Company and can be accessed through https:// www.finolexpipes.com/site/assets/files/149762/ familiarization programmes for independent directors fy 2024-25.pdf

Policy on Directors' appointment and remuneration

The Company has implemented a Nomination and Remuneration Policy to govern the nomination and compensation of 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 from time to time. 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 structured mechanism for evaluating the performance of the Board, its Committees, and individual Directors. This assessment is conducted based on various criteria recommended by the Nomination and Remuneration Committee, such as composition, size, diversity, skill sets, board processes, meeting frequency, information dissemination, oversight of financial reporting and control, leadership qualities, utilization of expertise, and active participation. For more details, please refer to the Corporate Governance Report, which is 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 Indian Accounting Standard (‘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, 2025 is annexed and forms an integral part of this Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

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.

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 2025-26. 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 2025-26 forms part of the notice of the 44^th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules framed thereunder, the Company had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune (Peer Review No: 6357/2025) to carry out secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 202425, 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 2024-25 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.

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, based on the recommendations of the Audit Committee, the Board, subject to members approval at this AGM, recommended the appointment of 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.

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, 2025 is available on the website of the Company and can be accessed through https://www.finolexpipes.com/site/assets/ files/149971/annual return for fy 2024-25.pdf

ii. Directors' Responsibility Statement

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

a) in the preparation of the annual financial statements for the year ended on March 31, 2025, the applicable accounting standards have been followed and there is no material departure;

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, 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 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 implemented a Vigil Mechanism/ Whistle Blower Policy, enabling directors and employees to report instances of unethical conduct, suspected fraud, or breaches of the Company's code of conduct or 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 lodged 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 through https://www. finolexpipes.com/site/assets/files/147243/ whistle blower policy.pdf

iv. Policy relating to Prevention of Sexual Harassment

In 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 onetime 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, 2025, 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 through https:// www.finolexpipes.com/site/assets/files/149775/ disclosure on esop 2024-25.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 through https://www.finolexpipes. com/site/assets/files/148640/corporate social responsibility - policy.pdf

Your Company as a responsible corporate citizen, actively engages in Corporate Social Responsibility (CSR) initiatives across various sectors, including education, healthcare, sanitation, skill development, social welfare, water conservation, and women empowerment. These activities are carried out in collaboration with its CSR partner, Mukul Madhav Foundation (“MMF”).

The Company remains committed to contributing to the social and economic development of underprivileged communities, primarily in and around its plants located in Ratnagiri, Urse, and Badhalwadi in Maharashtra, as well as 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 heartfelt gratitude to the Banks, the Central and State Government departments along with local authorities, for their invaluable support and guidance. We sincerely thank our esteemed customers, suppliers, vendors and business associates for their continued cooperation and encouragement. The unwavering dedication, diligence, and commitment demonstrated by employees at all levels is deeply appreciated. The Board remains profoundly grateful to all shareholders for their trust in the Company's vision and leadership.

For and on behalf of the Board of Directors