Dear Members,

Your Directors are pleased to present the Ninth Annual Report and the Company's audited financial statements for the financial year ended 31 March 2026.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31 March 2026 is summarized below:

(H in lakh)

including results of discontinued operations (Figures have been rounded off to the extent H in Lakh)

Previous period figures have been regrouped/re-arranged sustained its upwards trajectory on the back of key

wherever considered necessary to confirm to the current initiatives undertaken by the division for the year which

year's classification. are as follows:

OPERATIONAL REVIEW

On a consolidated basis, revenue from operations for FY 2025-26 was H 2,51,133 Lakh as compared to H 2,52,684 Lakh in FY 2024-25. Earnings before interest, tax, depreciation and amortisation ('EBITDA') was H 23,312 Lakh as compared to EBITDA of H 18,675 Lakh in FY 2024-25. Profit/(Loss) for the year was H (3,925) Lakh as compared to H (6,801) Lakh in FY 2024-25.

A. Building Products Business

Th e Bu il din g Products Business revenue from operations stood at H 2,19,340 Lakh in FY 2025-26 as against H 2,17,071 Lakh in FY 2024-25. The business posted EBIT of H 11,700 Lakh as against EBIT of H 10,291 Lakh in FY 2024-25. Our Building Products segment

SANITARY WARE AND FAUCETS

 Repositioned Hindware from a functional brand to an emotional, wellness-led home solutions leader through the new Brand campaign 'Designed for Sukoon', portraying bathrooms as personal sanctuaries through a high-impact, digital-first 360 ° campaign driven by news-led amplification, influencer storytelling and precision targetingstrengthening premium perception and consumer connect.

 Strengthened engagement with architects and builders through industry partnerships, multi-city outreach, and immersive experience-led interactions (including HEC Delhi relaunch), while expanding the Club Maestro platform (Architect Loyalty Program)

and deepening relationships with the design community.

 Reinforced trade leadership by crossing 1 lakh plumbers under the Plumber No. 1 program, scaling on-ground engagement, expanding enrolments and driving capability building, brand advocacy, and strong last-mile connect.

 Launched a modern, mobile-first, and consumercentric website with enhanced navigation, unified portfolio access, premium imagery, and intelligent search features-strengthening digital presence, stakeholder engagement, and overall brand experience.

 Accelerated demand generation through data- driven, conversion-led performance campaigns across digital platforms, leveraging geo-targeting, audience insights, and continuous optimisation to improve lead quality and conversion efficiency.

 Upgraded retail environments under the Perfect Brand Store initiative with improved layouts, curated assortments, and enhanced merchandising, delivering a more immersive in-store experience and reinforcing premium positioning.

 Expanded digital reach through strategic influencer collaborations with celebrities and content creators, leveraging authentic storytelling to connect with Gen Z and new-age audiences, enhancing awareness and brand consideration.

 Elevated brand presence at key exhibitions through premium, design-led setups that delivered immersive product experiences, strengthened recall, and reinforced Hindware's positioning as a modern, innovation-driven brand.

 Expanded the sanitaryware portfolio with a comprehensive range of new SKUs across premium and entry-level segments, including design- led washbasins such as Adris in matte finishes, handcrafted luxury stone basins under Shilayam, and advanced solutions like the Starc automatic wall- mounted closet, Delta Square WC, and E Clenz smart slim seat cover-strengthening presence across premium, smart, and entry categories.

 Elevated the faucet portfolio through the introduction of advanced 3-way, 4-way, and 5-way thermostat systems that offer enhanced versatility, seamless multi-outlet control, and precise temperature regulation, combined with minimalist design aesthetics, durable construction and superior user experience for modern bathrooms.

 Introduced the Self-Cleaning Health Faucet, featuring an automatic flushing mechanism for improved hygiene and reduced maintenance, along

with ergonomic design, consistent water flow, and contemporary aesthetics-delivering a superior blend of cleanliness, durability and ease of use aligned with modern consumer needs.

 Expanded the Queo portfolio with ABS multifunction handshowers designed to deliver enhanced versatility, durability and a superior, customisable showering experience for modern bathrooms.

 Introduced an innovative handshower with real-time temperature display, combining smart functionality with contemporary design to enhance user safety, convenience, and comfort-especially suited for families, children and elderly users.

TILES

 Expanded GVT Tiles Portfolio by launching new range of surfaces in multiple sizes such as: Glossy Sinker, Velvet Sinker, Honed Travertine, Anti-Skid R 10 in 600x1200 mm size, Paper Matt finish in 1200x1800 mm size and a new size in platform tiles portfolio: 800x300mm size.

 Expanded Adhesive portfolio by launching 2 new advance variants: RX-600 Extro: For Large Format Tiles & Medium Size Natural Stones & RX-700 Extro Flex: Specially designed for Elevation & Faqade.

 Launched a new product category: Tile cutting tools with 5 SKUs.

 Increased Queo distribution in tiles brand stores with a new concept of bathroom concept selling by launching 22 new bathroom concepts in different price range.

 Launched Mason loyalty program for adhesive business by integrating masons in plumber No.1

App.

PIPES

 Connected with over 1,00,000 plumbers across India, strengthening plumber community engagement and growth.

 Our state-of-the-art manufacturing facility in Roorkee has been successfully commissioned and capitalized, marking a significant step in our capacity expansion.

 We have successfully launched commercial sales of our PTMT Product segment (own manufacturing) which will strengthen our presence in rural market.

 We have successfully launched commercial sales of our double wall corrugated products, strengthening our presence in the high-performance piping segment for below ground sewerage applications.

B. Consumer Products Business

Brand & Retail Engagement

 Launched the inaugural 'Festive Dhamaka' campaign during the Diwali festive season to accelerate consumer engagement, deploying a H 10 crore reward pool offering assured gifts on purchase. Introduced high-engagement mechanics such as 'Scratch and Win 1 , exclusive combo offers, and a grand lucky draw featuring two-wheelers as bumper prizes. The campaign drove higher store footfalls, improved conversion rates, and supported overall sales growth across key markets.

 Enhanced Perfect Brand Stores through improved layouts, curated assortments, and upgraded merchandising, delivering a more immersive consumer experience and reinforcing the brand's premium positioning.

Digital & Retail Experience

 Launched a modern, mobile-first, consumer-centric website featuring enhanced navigation, a unified product portfolio view, premium imagery, and intelligent search capabilities, strengthening the brand's digital presence, improving stakeholder engagement, and elevating the overall brand experience.

Product Innovation & Portfolio Expansion

 Expanded the BLDC Chimney portfolio across premium and entry-level segments with a comprehensive rollout of new SKUs.

 Launched an innovative Al-enabled chimney range comprising 24 new SKUs, expanding the overall product portfolio.

MATERIAL CHANGES AND COMMITMENTS

During the year under review, Hintastica Private Limited ('HPL'), a 50:50 Joint Venture of Hindware Home Innovation Limited and Atlantic Societe Frangaise de Developpement Thermique, France sold its certain identified manufacturing assets including land, buildings, plant, machinery, and equipment at Green Industrial Park, Pollepally Village, Jadcherla Mandal, Mehaboob Nagar, Telangana, at a consideration of H 115 crores. The sale transaction was completed on 11 December 2025.

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company, in its meeting held on 27 March 2025 had approved a Composite Scheme of Arrangement ('Scheme') under Sections 230 to 232, read with section 66 and other applicable provisions of

the Companies Act 2013 ('Act') and the provisions of other applicable laws, amongst the Company ('Demerged Company/Remaining Transferor Company'), Hindware Limited ('Transferee Company') and HHIL Limited ('Resulting Company') and their respective shareholders and creditors. The Scheme provides for the demerger of the Consumer Products Business of the Demerged Company and the amalgamation of the Remaining Transferor Company (as defined in the Scheme) with and into Transferee Company. The Appointed Date for the Scheme is 1 April 2025, or such other date as may be mutually agreed by the respective Board of Companies or any such date as may be approved by the Hon'ble National Company Law Tribunal ('NCLT') or any other competent authority. The Company has received No Objection Certificates (NOCs) from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and subsequently filed a first-motion petition with the Hon'ble NCLT for approval of the Scheme.

The Scheme received requisite approval from the unsecured creditors of Hindware Limited, as well as the unsecured creditors and equity shareholders of the Company, during their respective Hon'ble NCLT convened meetings held on 7 March 2026 pursuant to Order dated 3 December 2025 read with corrigendum orders dated 10 December 2025 and 22 January 2026, passed by the Hon'ble NCLT. Further, the Scheme is subject to such other necessary approvals as may be required and sanction thereof by the Hon'ble NCLT.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has six (6) subsidiaries (including three (3) step down subsidiaries) and one (1) joint venture company as on 31 March 2026. The Company had no Associate Company during the year under review.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act the consolidated financial statements of the Company and all its subsidiaries have been prepared, which forms part of the Annual Report. (Please refer to the consolidated financial statements section of the Annual Report).

Further, a statement containing the salient features of the financial statements of the Company's subsidiaries and Joint Venture in the prescribed format AOC-1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity. The statements provide the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company's website . These documents will also be available for inspection in the investor relations' section of the Company's website.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

SHARE CAPITAL

During the year under review, there was no change in the equity share capital of the Company. The paid-up Equity Share Capital as on 31 March 2026 was H 1,672.93 Lakh.

CREDIT RATINGS

During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.

DIVIDEND

Your Directors after considering the financial statements and Dividend Distribution Policy of the Company, decided not to recommend any dividend on its equity shares for the financial year ended 31 March 2026.

INVESTOR EDUCATION AND PROTECTION FUND ( ' IEPF')

There was no amount of dividend due till 31 March 2026 liable to transfer to IEPF since 7 years are not yet completed of its first dividend paid for the financial year ended 31 March 2020.

TRANSFER TO RESERVES

The Board has not proposed to transfer any amount to general reserve.

DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Act and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company, Mr. Sandip Somany (DIN:00053597), NonExecutive Director of the Company, retires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible, offered himself for re-appointment.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Ram Babu Kabra (DIN:00021886) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company w.e.f. 4 March 2026. The members of the Company approved such appointment of Mr. Ram Babu Kabra as a Non-Executive Non-Independent Director by passing the special resolution through Postal Ballot on 25 April 2026.

During the year under review, Mr. Girdhari Lal Sultania (DIN:00060931), Non-Executive Non-Independent Director of the Company tendered his resignation from the position of Director w.e.f. 5 March 2026 and ceased to be a Director of the Company from the said date.

Accordingly, as on 31 March 2026, there were six (6) Directors on the Board of your Company, consisting of four (4) Independent Directors, two (2) Non-Executive Directors of the Company.

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Shashvat Somany (DIN: 10058462) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company w.e.f. 1 July 2026, subject to approval of the Members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2026 were:

(i) Mr. Naveen Malik, Chief Executive Officer (CEO) and Chief Financial Officer (CFO); and

(ii) Ms. Payal M Puri, Company Secretary and Sr. V. P. Group General Counsel.

During the year under review, there was no change in the Key Managerial Personnel.

AUDITORS AND AUDITORS' REPORTS Statutory Auditors

At the 6 th Annual General Meeting of the Company held on 27 September 2023, the shareholders approved the re-appointment of M/s. Lodha & Co LLP, Chartered Accountants, as Statutory Auditors of the Company having Firm's Registration No. 301051E/E300284 to hold the office till the conclusion of the 11 th Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors' report are self-explanatory and therefore do not require any further comments.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder. The Auditors' report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

At the 8 th Annual General Meeting (AGM) of the Company held on 24 September 2025, the shareholders approved the

appointment of M/s. DMK Associates, Company Secretaries (FRN P2006DE003100), as the Secretarial Auditors of the Company for a period of five(5) consecutive years i.e. from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report in Form No. MR-3 for the financial year 2025-26 is enclosed as Annexure A to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, Hindware Limited, the unlisted material subsidiary of the Company has undergone Secretarial Audit for the year ended 31 March 2026. The Secretarial Audit Report issued by Ms. Monika Kohli, Practicing Company Secretary (CP No. 4936), partner of M/s. DMK Associates, Company Secretaries, New Delhi, is enclosed as Annexure B. The said report is self-explanatory and does not contain any qualifications, reservations, adverse remarks or disclaimers.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged into the business of trading and marketing of products, hence particulars pertaining to Conservation of Energy and Technology Absorption are not applicable. However, the particulars as prescribed in Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 are provided in the enclosed Annexure C to this Report to the extent applicable.

ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act, the extract of Annual Return as on 31 March 2026, as required under Section 92(3) of the Act and prepared as per prescribed format (MGT-7), which will be filed with the Registrar of Companies, is hosted on the Company's website i.e. .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated 30 January 2026, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance

('ESG') parameters called the Business Responsibility and Sustainability Report ('BRSR') which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ('Code') as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in the Company's shares and sharing Unpublished Price Sensitive Information ('UPSI'). The Code covers Company's obligation to maintain a structured digital database ('SDD'), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to the designated persons by the Company. During the year under review, there has been due compliance with the said code.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors in terms of Section 134(3)(c) of the Act state that:

a) in the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements 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 31 March 2026 and of the profit/ loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a 'going concern' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Listing Regulations, forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company, confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and were reviewed and approved by the Audit Committee. The disclosure in Form No. AOC-2 is appended as Annexure D to this report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: .

Your Directors draw attention of the members to Note no. 47 of standalone financial statements of the Company which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY ( ' CSR')

During the year under review, the provisions of Section 135 of the Act pertaining to Corporate Social Responsibility (CSR) were not applicable to the Company.

NUMBER OF BOARD MEETINGS

During the year under review, six (6) Board Meetings were convened and held. For further details, please refer the Report on Corporate Governance which is forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Act.

AUDIT COMMITTEE

The Audit Committee comprises of four(4) members, three(3) of them are being Independent Directors and one(1) is Non-Executive Non-Independent Director. Mr. Salil Kumar Bhandari (Independent Director) is the Chairman of the Committee.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which forms part of this Annual Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company's Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at the link:

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as per the Act and Listing Regulations.

The Nomination and Remuneration Policy is available on Company's website at the link:

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy as per Regulation 43A of Listing Regulations. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is hosted on Company's website at the link:

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the financial statements (Please refer note nos. 6, 7, 11 and 51 of standalone financial statements for particulars of Section 186 disclosure).

PARTICULARS OF EMPLOYEES

Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are available with the Company. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

INTERNAL CONTROLS

The internal control systems are commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies. The Company uses SAP, a well-accepted Enterprise Resource Planning (ERP) system, to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.

The Audit Committee of the Board of Directors, comprising majority of Independent Directors, reviews the effectiveness of the internal control system across the Company, including the annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Controls framework. It has documented Risk and Control Matrices (RACM) covering all activities and all controls are tested for design and operating effectiveness as part of its Internal Financial Control reporting framework.

The financial controls are evaluated for both design and operating effectiveness by an external consulting firm of repute. In our view, the Internal Financial Controls are adequate and are in line with best practices applicable to organisations of a similar size, nature and complexity.

RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company. The details of the Risk Management Committee forms part of the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment of Women at Workplace Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH ACT'). The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Committee (IC) has been set up to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the POSH Act.

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 and the rules made thereunder, for the year under review, including all applicable obligations relating to maternity benefits for eligible employees.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

BOARD EVALUATION

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and Committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive and NonExecutive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

TRAINING OF INDEPENDENT DIRECTORS

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc. has been uploaded on the Company's website at the web link: .

For further details, please refer to the Report on Corporate Governance which is forming part of this Annual Report.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breaches in Cyber Security.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of revision of financial statement or the Report.

2. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

3. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. The Company is not required to maintain cost records as specified in Section 148(1) of the Act.

6. Neither any application is made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

7. The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or Financial Institutions is not applicable.

8. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institutions alongwith the reasons thereof.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.