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:

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

Previous period figures have been regrouped/re-arranged
wherever considered necessary to confirm to the current
year's classification.

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

sustained its upwards trajectory on the back of key
initiatives undertaken by the division for the year which
are as follows:

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 targeting¬
strengthening 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 consumer¬
centric 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 multi¬
function 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
Win¹, 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 REVIEWCOMPOSITE 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 www.hindwarehomes.com. 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:
https://www.hindwarehomes.com/pdf/Policy%20on%20
Material%20Subsidiaries.pdf

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), Non¬
Executive 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.
www.hindwarehomes.com.

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:https://www.hindwarehomes.com/pdf/Related-Party-
Transaction-Policy-2.pdf.

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:https://www.hindwarehomes.
com/pdf/Vigil%20Mechanism.pdf

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:https://www.hindwarehomes.
com/pdf/Nomination%20and%20Remuneration%20Policy.
pdf

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:https://www.hindwarehomes.com/pdf/
Dividend%20Distribution%20Policy.pdf

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 Non¬
Executive 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:
https://www.hindwarehomes.com/training-of-directors.
php.

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.

For and on behalf of the Board of Directors

Place: Gurugram Sandip Somany

Date: 19 May 2026 Chairman