The Board of Directors hereby submits the 66^th Annual Report of your Company ("the Company" or "Hindusthan Insulators &
Industries Limited" formerly known as Hindusthan Urban Infrastructure Limited), along with the Audited Financial Statements
for the financial year ended March 31, 2026.

Financial Highlights

In compliance with the provisions of the Companies Act, 2013 ("the Act"), the Indian Accounting Standards ("Ind AS") prescribed
under Section 133 of the Act read with the relevant rules made thereunder, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has prepared its financial statements for the Financial
Year 2025-26.

The financial performance of the Company for the Financial Year ended March 31, 2026 is summarized below:

State of Affairs & Operations

During the year under review, the gross revenue from
operations on standalone basis of the company has increased to
Rs. 33,854.37 Lakhs as compared to Rs. 27,279.11 Lakhs in the
previous year 2024-25 which was higher against previous year
by 24%. The Company has achieved Profit before depreciation
and tax of Rs. 5,624.23 Lakhs as compared to profit before
depreciation and tax of Rs. (2,132.63) Lakhs in the previous
year 2024-25. Exceptional Item for the year ended March 31,
2026 include loss of Rs. 4,705.30 Lakhs on Sale of Investment
(i.e. Shareholding) in Subsidiary of the Company, Hindusthan
Speciality Chemicals Limited ("HSCL"). Consequently, HSCL
ceased to be a subsidiary of the Company.

The Company entered into a Share Purchase Agreement
dated June 12, 2025 with DCM Shriram Limited (DCM) for
the sale of its shareholding, along with other shareholders,
in HSCL . The transaction was completed on August 25, 2025
upon fulfilment of the stipulated conditions precedent and
other agreed actions. However, an amount of Rs. 3,859.28
Lakhs remains in an escrow account (invested in fixed deposits
with State Bank of India) towards pending Income Tax
demands of HSCL amounting to Rs. 2,909.14 Lakhs (against
which Rs. 120 Lakhs has been pre-deposited) and Gujarat

Industrial Development Corporation non-regulation charges
of Rs. 1,070.14 Lakhs. Further, certain claims raised by DCM
relating to losses incurred during the period from August 01,
2025 to August 25, 2025, including inventory differences,
vendor claims, dead inventory, ITC mismatches and other
related matters, are under negotiation. The ascertainable
losses for the said period amount to Rs. 128.52 Lakhs, against
which the Company has made a provision of Rs. 75.18 Lakhs
(58.5%). The final amount payable, if any, shall be determined
upon completion of the settlement process with DCM.

During the year, the Company earned foreign exchange
through exports amounting to Rs. 2887.67 Lakhs as compared
to previous year of Rs. 1046.92 Lakhs.

Capacity Enhancement

During the year under review, in line with the Company's
long-term growth strategy, the Board of Directors have
approved a capital expenditure ("CAPEX") project to enhance
the production capacity of its Insulators Plant located at
Mandideep from 16,500 MT to 36,000 MT, proposed to be
completed by December, 2026 through the installation of
additional kiln firing units together with auxiliary equipment
such as dryers, pug mills, CNC shaping machines, and other

supporting machinery, along with the expansion of the
existing building structure to accommodate the increased
manufacturing facilities.

This strategic investment was proposed to be undertaken with
the objective of strengthening the Company's manufacturing
capabilities, improving operational efficiencies, and supporting
revenue growth and market share expansion.

Business Performance / Outlook

India continues to demonstrate strong economic resilience and
remains one of the fastest-growing major economies globally.
The Government's sustained focus on power sector reforms,
expansion of transmission and distribution infrastructure,
renewable energy integration, railway electrification, and
rural electrification is expected to drive significant demand
for electrical insulators in the coming years.

The increasing investments in power generation, transmission
networks, smart grid projects, and renewable energy
installations are creating substantial growth opportunities for
the insulator industry.

The Company remains optimistic about the future prospects
of the insulator industry and is well-positioned to capitalize
on emerging opportunities through its focus on quality,
operational efficiency, and customer satisfaction. We believe
that continued infrastructure development, supportive
government policies, and improving economic conditions will
contribute positively to the Company's growth and overall
industry performance.

Dividend

Pursuant to the Regulation 43 A of the Listing Regulations, the
Dividend Distribution Policy is uploaded on the website of the
Company at the weblink:https://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14

In line with the Dividend Distribution Policy ("DDP") of the
Company, the Board of Directors in their meeting held on May
27, 2026 have recommended a Final Dividend of Rs. 0.50/-
(25%) per equity share of face value of Rs. 2/- each for
financial year ended March 31, 2026 subject to the approval
of the Members at the ensuing 66^th Annual General Meeting
("AGM"). The holders of 9,51,89,700 1% Redeemable, Non¬
Convertible, Non-Cumulative Preference Shares of Rs. 10/-
each shall be entitled to receive dividend in priority to the
equity shareholders, in accordance with the terms of issue
of the preference shares and applicable provisions of the Act
read with rules made thereunder.

The Final Dividend will be paid to the Members whose names
appear in the Register of Members, as on June 19, 2026, being
the Record Date as fixed for this purpose. The proposed Final
Dividend, amounts to Rs. 0.50/- per equity share and Rs. 0.10/-
per preference share, leading to a total dividend payout of

Rs. 36.07 Lakhs to equity shareholders and Rs. 95.18 Lakhs to
preference shareholders.

In accordance with the provisions of the Income Tax Act,
1961, as amended by the Finance Act, 2020, dividends paid
or distributed by the Company shall be taxable in the hands
of the shareholders. Accordingly, the Company shall deduct
tax at source ("TDS") at the applicable rates while making
payment of the Final Dividend. Members are requested to
refer to the Notes forming part of the Notice of the 66^th AGM
for detailed information relating to the taxation of dividends
and the applicable TDS provisions.

Transfer to Reserves

The Company do not propose to transfer any amount to
general reserves for the financial year ended March 31, 2026.

The Company has set off the accumulated deficit in Retained
Earnings amounting to Rs. 2,228.83 Lakhs against the balance
standing to the credit of the General Reserves amounting to
Rs. 39,538.21 Lakhs during the financial year ended March 31,
2026. Consequently, the deficit in Retained Earnings has been
fully adjusted to the General Reserves.

Share Capital

As on March 31, 2026, the Authorised Share Capital of the
Company stood at Rs. 108,50,00,000/- (Rupees One Hundred
Eight Crore Fifty Lakhs only), comprising 5,50,00,000 (Five
Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two
only) each and 9,75,00,000 (Nine Crore Seventy-Five Lakhs)
Preference Shares of Rs. 10/- (Rupees Ten only) each. The
paid-up share capital of the Company as on March 31, 2026
stood at Rs. 96,63,25,850/- (Rupees Ninety Six Crore Sixty
Three Lakhs Twenty Five Thousand Eight Hundred and Fifty
only), comprising Equity Share Capital of Rs. 1,44,28,850/-
(One Crore Forty Four Lakhs Twenty Eight Thousand
Eight Hundred Fifty only) and Preference Share Capital of
Rs. 95,18,97,000/-(Ninety Five Crore Eighteen Lakhs Ninety
Seven Thousand only).

During the financial year under review, the Board of Directors,
at their meeting held on December 29, 2025 and the Members
of the Company, through Postal Ballot dated February 05,
2026, approved, inter alia, the following corporate actions:

1. The sub-division/split of the existing Equity Shares of
the Company, whereby every 1 (One) Equity Share of
face value Rs. 10/- (Rupees Ten only) each, whether
authorised, issued, subscribed and fully paid-up, was sub¬
divided into 5 (Five) Equity Shares of face value Rs. 2/-
(Rupees Two only) each, ranking pari passu in all respects.
The aforesaid sub-division became effective from March
14, 2026.

2. The Authorised Share Capital of the Company was
increased from Rs. 100,00,00,000/- (Rupees One Hundred
Crore only), comprising 25,00,000 (Twenty-Five Lakhs)

Equity Shares of Rs. 10/- each and 9,75,00,000 (Nine
Crore Seventy-Five Lakhs) Preference Shares of Rs.10/-
each, to Rs. 108,50,00,000/- (Rupees One Hundred
Eight Crore Fifty Lakhs only), comprising 5,50,00,000
(Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each and
9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference
Shares of Rs. 10/- each; to facilitate any further capital
issuances by the Company.

The sub-division of equity shares was undertaken with
the objective of enhancing liquidity in the Company's
equity shares and encouraging broader participation by
retail investors by making the shares more affordable
and accessible.

Pursuant to the approval of the shareholders of the Company
through postal ballot dated July 01, 2026, the Board of
Directors in their meeting held on July 13, 2026 have allotted
fully paid up bonus equity shares in the ratio of 2:1 i.e. 2 equity
shares of Rs. 2/- each for every 1 existing fully paid-up equity
share of Rs. 2/- each to the Members whose names appear in
the Register of Members as on July 10, 2026, being the Record
Date as fixed for this purpose. Consequently, the Paid-up
equity share capital of the Company has been increased to
Rs. 4,32,86,550/-(Rupees Four Crores Thirty Two Lakhs Eighty
Six Thousand Five Hundred and Fifty only).

Subsidiary Companies

As on March 31, 2026, the Company did not have any
subsidiary, joint venture or associate company.

During the year under review, the Company has divested
its entire stake i.e. 58.5% in its subsidiary, HSCL to DCM
as part of a strategic decision to focus on its core business
i.e. manufacturing of electrical equipment's which includes
electro porcelain high tension insulators.

Accordingly, HSCL ceased to be the material subsidiary of the
Company with effect from the date of transfer of shares i.e.
August 25,2025. Accordingly, the financial results of HSCL have
been consolidated and considered in the Company's financial
statements only up to the effective date of divestment, and its
contribution to the revenue and profitability of the Company
has been recognized up to such date.

Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) read with Schedule V of the
Listing Regulations, the Management Discussion and Analysis
Report for the Financial Year 2025-26 forms an integral part
of this Annual Report and is presented in a separate section.

It provides a comprehensive analysis of the industry structure
and developments, prevailing global and domestic economic
conditions, market trends, opportunities and challenges, risks
and concerns, outlook for the industry, and the operational
and financial performance of the Company during the
year under review. The report also highlights key business

developments, strategic initiatives, internal control systems
and their adequacy, and other significant factors influencing
the Company's performance and future growth prospects

Corporate Governance

Your Company remains committed to upholding the highest
standards of Corporate Governance and business ethics,
with a strong emphasis on transparency, accountability,
integrity, fairness, and sustainable value creation for all
stakeholders. The Company continuously endeavors to adopt
and implement best governance practices and complies with
the applicable provisions of the Act read with rules made
thereunder, the Listing Regulations and other applicable laws
and regulatory requirements.

In accordance with Regulation 34(3) read with Part C of
Schedule V of the Listing Regulations, a detailed Report
on Corporate Governance, setting out the governance
framework, policies, practices, composition of the Board
and its Committees, and the Company's compliance with the
applicable governance requirements, forms an integral part of
this Annual Report.

A certificate from M/s. K.N. Gutgutia & Co., Chartered
Accountants (Firm Registration No. 304153E), Statutory
Auditors of the Company confirming compliance with the
conditions of Corporate Governance as stipulated under the
Listing Regulations is annexed to and forms part of the Report
on Corporate Governance.

Change in Nature of Business, if any

There was no change in the nature of business of the company
during the financial year ended March 31, 2026.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with
Section 134(5) of the Act, the Board of Directors of your
Company hereby state and confirm that:

a) In the preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) The selected accounting policies have been applied
consistently and the judgments and estimates made
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of
the financial year and of the profit of the company for
that period;

c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going
concern basis;

e) Internal Financial Controls laid down in the company are
adequate and are operating effectively; and

f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and these are
adequate and are operating effectively.

Board of Directors and Key Managerial
Personnel

As on March 31, 2026, the Board comprised of six Directors
including one woman Director. The Board has an appropriate
mix of Executive Directors ('EDs'), Non-Executive Directors
('NEDs') and Independent Directors ('IDs'), which is compliant
with the Act, Listing Regulations, and is also aligned with the
best practices of Corporate Governance, the details of which
are elaborated in the Corporate Governance Report annexed
to this Report.

Changes in Board of Directors and Key
Managerial Personnel

During the financial year 2025-26, the following changes were
made in the Board of Directors and Key Managerial Personnel:

? Mr. M.L. Birmiwala, Company Secretary & Compliance
Officer of the Company (designated as President - Finance
& Secretary) retired from the said position with effect from
the close of business hours on January 31, 2026, pursuant
to his reaching the age of superannuation i.e. 76 years. The
said retirement was noted by the members of Nomination
and Remuneration Committee and Board of Directors
at their meeting held on February 13, 2026. The Board
of Directors placed on record their appreciation for the
valuable services rendered and significant contributions
made by Mr. M.L. Birmiwala during his long association
with the Company.

? Post financial year 2025-26, the Board of Directors of the
Company, at their meeting held on April 24, 2026, based on
the recommendation of the Nomination and Remuneration
Committee, have approved the appointment of Ms. Neha
Kejriwal (Membership No. F12381) as the Company
Secretary and Compliance Officer designated as a Key
Managerial Personnel (KMP) of the Company pursuant to
the applicable provisions of the Act read with rules made
thereunder and the Listing Regulations.

? Post financial year 2025-26, pursuant to the
recommendations of Nomination and Remuneration
Committee and Audit Committee, the Board of Directors
of the Company at their meeting held on July 21, 2026,
have approved the re-appointment of Mr. Raghavendra
Anant Mody (DIN: 03158072) as the Chairman & Whole
Time Director of the Company for a further period of
three years with effect from October 03, 2026 to October
02, 2029 (both days inclusive) subject to the approval
of members of the Company at the ensuing 66^th AGM

of the Company. The resolution for his appointment has
been included in the 66^th AGM Notice of the Company for
approval of members of the Company.

Your company is in full compliance of the Listing Regulations
and the Act read with rules made thereunder with regard to
the composition of Board of Directors.

Retirement by Rotation and Subsequent
Re-Appointment

In accordance with the provisions of Section 152(6) (c) of
the Act, Mr. Deepak Kejriwal (DIN: 07442554) is liable to
retire by rotation at the Sixty-Sixth AGM of the Company and
being eligible, offers himself for re-appointment. The Board
recommends his re-appointment as Director.

Key Managerial Personnel

As on March 31, 2026, the Company has following Key
Managerial Personnel in compliance with the provisions of
Section 203 of the Act.

Declaration from the Independent Directors

The Company has, inter alia, received the following
declarations from all the Independent Directors pursuant
to the provisions of Section 149 (7) of the Act, read with the
Rules made thereunder and Regulation 25(8) of the Listing
Regulations confirming that:

? they meet the criteria of independence as prescribed
under Section 149 (6) of the Act read with the Rules
made thereunder and Regulation 16(1) (b) of the
Listing Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

? they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

? they have registered themselves with the Independent
Director's Database maintained by the Indian Institute
of Corporate Affairs in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold highest
standards of integrity required to discharge their duties with
an objective independent judgment and without any external
influence and that they are independent of the management.

Policy on Appointment and Remuneration

Pursuant to the provisions of Section 178 of the Act and the
applicable provisions of the Listing Regulations, the Company
has in place a Nomination and Remuneration Policy which
lays down the criteria for appointment, qualifications, positive

attributes, independence of Directors, and the framework
for remuneration of Directors, Key Managerial Personnel
("KMP"), Senior Management Personnel and other employees
of the Company.

The Nomination and Remuneration Policy is reviewed
periodically by the Nomination and Remuneration Committee
and the Board to ensure compliance with the applicable
statutory and regulatory requirements. No changes were
made to the said Policy during Financial Year 2025-26.

The Nomination & Remuneration Policy of the
Company is available on the website of the company at
https://hindusthaninsulators.com/investorrelation.
aspx?mpgid=151&pgidtrail=151&catid=14.

Board Diversity

The Company recognizes that an appropriately diverse Board
is essential for achieving sustainable growth, enhancing
corporate governance standards and effectively addressing
the opportunities and challenges arising from an evolving
business environment. A diverse Board brings together
a broad range of perspectives, skills, expertise, industry
experience, gender, age, educational background, cultural
and geographical diversity, thereby enabling balanced
decision-making and effective oversight. The Company has
adopted a Board Diversity Policy which sets out its approach
to maintaining an appropriate balance of skills, experience,
knowledge, independence, gender and other diversity
attributes in the composition of the Board. The Policy is aimed
at ensuring that the Board continues to possess the requisite
competencies and diversity necessary to effectively discharge
its duties and responsibilities.

The policy is available on the website of the Company on
https://hindusthaninsulators.com/investorrelation.
aspx?mpgid=151&pgidtrail=151&catid=14

Meetings of the Board

The meetings of the Board are held at regular intervals to
discuss and decide on matters of business performance,
policies, strategies and other matters of significance. The
agenda of the meetings is circulated in advance, to ensure
proper planning and effective participation. In certain
exigencies, decisions of the Board are also accorded
through circulation.

During the financial year 2025-26, the Board met seven times.
For further details, please refer to the report on Corporate
Governance which forms a part of this Annual Report. The
quorum was present for all the meetings. The maximum
interval between any two meetings did not exceed 120 days,
as prescribed in the Act, read with rules made thereunder.

Committees of the Board

Currently, the Company has four Board level Committees:
Audit Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee .

In addition to the above statutory committees, the Board has
also constituted the Borrowing Committee and Investment
& Guarantee Committee to facilitate expeditious decision¬
making on matters delegated by the Board of Directors of
the Company.

Detailed information regarding the composition of the
Committees, their terms of reference, meetings held during
the financial year and attendance of members thereat is
provided in the Report on Corporate Governance, which forms
an integral part of this Annual Report.

Audit Committee

The Board has constituted an Audit Committee that performs
the roles and functions mandated under the Act and the
Listing Regulations and other matters as prescribed by the
Board from time to time. During the year under review, all
recommendations of the Audit Committee were accepted by
the Board.

Audit & Auditors
Statutory Auditors

In terms of the provisions of Section 139 of the Act read with
the Companies (Audit & Auditors) Rules, 2014 and on the
recommendation of Audit Committee and Board of Directors,
M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm
Registration No. 304153E) were re-appointed as Statutory
Auditors of the Company at the Sixty-Second AGM of the
Company held on September 27, 2022, for a second term of
five consecutive years from the conclusion of Sixty-Second
AGM till the conclusion of Sixty-Seventh AGM of the Company.
The Report given by M/s. K.N. Gutgutia & Co., Chartered
Accountants, on the financial statements of the Company for
the FY 2025-26 is a part of this Annual Report.

M/s. K.N. Gutgutia & Co., Chartered Accountants, Statutory
Auditors, has issued an unmodified opinion on the financial
statements of the Company. There are no qualifications,
reservations or adverse remarks or disclaimer made by the
Auditors, in their report for the financial year ended March
31, 2026. Pursuant to provisions of the Section 143(12) of the
Act, the Statutory Auditors have not reported any instance of
fraud during the year under review. The Auditors' Report, read
with the relevant notes to accounts are self-explanatory and
therefore does not require further explanation.

Cost Records and Cost Audit

In terms of provisions of Section 148 of the Act read with the
Companies (Accounts) Rules, 2014, the Company is required
to maintain the Cost records and undergo Cost Audit. As
per the requirements of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the
Company has maintained cost accounts and records. M/s. J.K.
Kabra & Co., Cost Accountants (Firm Registration No. 000009)
were appointed as the Cost Auditors to conduct Cost Audit for
the Financial Year 2025-26.

The Cost Audit Report for the financial year 2025-26 does
not contain any qualification, reservation, or adverse remark.

During the year under review, the Cost Auditor has not
reported any fraud under Section 143(12) of the Act.

Further, the Board of Directors of the Company at their meeting
held on July 21, 2026, based on the recommendation made
by the Audit Committee, have re-appointed M/s J.K. Kabra &
Co., Cost Accountants (Firm Registration No. 000009) as Cost
Auditors to conduct the cost audit of the Company for the
FY 2026-27 at a remuneration of Rs. 35000/- (Rupees Thirty
Five Thousand only). M/s J.K. Kabra & Co., Cost Accountants,
being eligible, have consented to act as the Cost Auditors of the
Company for the financial year 2026-27 and have confirmed
that they are not disqualified under Section 141 of the Act, to
be appointed as such and that their appointment is within the
limits of Section 139 of the Act.

As per the provisions of the Act, the remuneration payable to
the Cost Auditors is required to be placed before the Members
in a General Meeting for their ratification. Accordingly, a
resolution for ratification of the proposed remuneration
payable to M/s J.K. Kabra & Co., Cost Accountants, to conduct
the audit of cost records of the Company for the financial year
ending March 31, 2027, shall be placed for ratification of the
members and shall form a part of the notice of the AGM.

Secretarial Auditors

In terms of Regulation 24A of the Listing Regulations and
provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and on the recommendation of Audit Committee
and Board of Directors, M/s. Manish K & Associates,
Practicing Company Secretaries, (Firm Registration No.
P2016DE087200, were appointed as the Secretarial Auditors
of the Company at the Sixty-Fifth AGM of the Company held
on September 30, 2025 for a term of five consecutive years
commencing from financial year 2025-26 till financial year
2029-30.

The Secretarial Audit Report of the Company received from
M/s. Manish K & Associates, Company Secretaries, for the
financial year 2025-26 pursuant to Section 204 of the Act
read with Rules made thereunder and Regulation 24A of the
Listing Regulations, forms a part of this Annual Report and is
annexed as Annexure-I to the Board's Report. The Secretarial
Audit Report for the financial year 2025-26 does not contain
any qualification, reservation or adverse remark. During the
year under review, the Secretarial Auditor has not reported
any instance of fraud under Section 143(12) of the Act.

Internal Audit and Internal Financial Controls

The Company has a comprehensive framework for internal
financial controls that integrates internal audit. The internal
control environment is supported by outsourced audit team.

Each quarter, the audit committee reviews significant audit
observations together with the status of remediation actions.
The Internal Auditor reports functionally to the Audit

Committee and administratively to the Chief Financial Officer
and participates in meetings of the Audit Committee.

The Company has established and maintains an adequate and
effective system of internal financial controls commensurate
with the size, scale and complexity of its operations. The
internal control framework is designed to provide reasonable
assurance regarding the safeguarding of assets, prevention
and detection of frauds and errors, accuracy and completeness
of accounting records, operational efficiency, compliance with
applicable laws and regulations, and the timely preparation of
reliable financial information.

The Internal Auditor conducts periodic audits to evaluate
the adequacy and effectiveness of the internal control
environment, risk management processes and governance
mechanisms. The observations and recommendations
arising from such audits are reviewed by the management
and periodically placed before the Audit Committee, which
monitors the implementation of corrective actions and
continuous improvement measures.

The Audit Committee regularly reviews the adequacy and
effectiveness of the internal financial controls and internal
audit function. Based on such reviews, the Board is of the
opinion that the Company has adequate internal financial
controls and that such controls were operating effectively
during the financial year under review.

The Company continues to strengthen its internal control
framework and processes to ensure robust governance,
operational efficiency and compliance with applicable
statutory and regulatory requirements.

Material Changes and Commitments

There are no material changes and commitments affecting
the financial position of the Company, which have occurred
between the end of the Financial Year ended on March 31,
2026 and as on the date of this Report.

Board Evaluation

Pursuant to the applicable provisions of the Act read with
rules made thereunder and Regulation 17 of the Listing
Regulations, the Board has carried out the evaluation of
its own performance and that of its Committees as well as
evaluation of performance of the individual directors. The
manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report attached to
this Report.

Corporate Social Responsibility (CSR)

In compliance with the provisions of Section 135 of the Act,
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has in place a Corporate
Social Responsibility Policy ("CSR Policy"), which sets out
the guiding principles, governance framework and focus
areas for undertaking CSR activities. The CSR Policy has
been approved by the Board of Directors and is periodically

reviewed by the CSR Committee to ensure its continued
relevance and alignment with the Company's CSR objectives
and statutory requirements.

The Annual Report on CSR containing the disclosures
prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 forms part of this Board's
Report and is annexed hereto as Annexure II.

The CSR Policy is available on the website of
the company athttps://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section
134(3)(m) of the Act, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo,
is provided in Annexure III to this Board's Report and forms an
integral part hereof.

Vigil Mechanism and Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the
Act, Regulation 22 of the Listing Regulations and Regulation
9A of the SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has established a robust Vigil Mechanism
and Whistle Blower Policy for its Directors, employees and
other stakeholders to report genuine concerns.

The Audit Committee periodically reviews the functioning and
effectiveness of the Vigil Mechanism to ensure that concerns,
if any, are addressed in a fair, transparent and timely manner.

The Whistle Blower Policy is available on the website
of the company athttps://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14

During the Financial Year 2025-26, no complaint was received
under the Vigil Mechanism/Whistle Blower Policy.

Related Party Transactions

In line with the requirements of the Act read with
rules made thereunder and the Listing Regulations,
your Company has formulated a Policy on Related
Party Transactions which is also available on the
Company's website athttps://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=14

All related party transactions that were entered into during
the financial year 2025-26, were on an arm's length basis and
in the ordinary course of business.

There are no material related party transactions made by
the company during the year that required shareholders'
approval under Section 188 of the Act read with the rules
made thereunder.

All the Related Party Transactions and subsequent material
modifications, if any, are placed before the Audit Committee
on quarterly basis for its review and approval and are in
accordance with the Policy on Related Party Transactions,
formulated by the Company. Prior omnibus approval is
obtained for Related Party Transactions on yearly basis for
transactions which are of repetitive nature and/or entered in
the ordinary course of business and are at arm's length.

The details of the transactions with related parties during
the financial year 2025-26 are provided in the accompanying
financial statements.

The details of contracts / arrangements / transactions with
related party as required under Section 134(3)(h) of the Act,
in Form AOC-2 forms a part of this report and is annexed as
Annexure-IV to the Board's report.

Pursuant to Regulation 23(9) of the Listing Regulations, your
Company has filed the reports on related party transactions
with the Stock Exchange.

Particulars of Loans, Guarantees, Investments
and Securities

Pursuant to the provisions of Section 186 of the Act, read with
the Companies (Meetings of Board and its Powers) Rules, 2014
and Para A of Schedule V of the Listing Regulations, particulars
of loans granted, guarantees provided, securities given and
investments made by the Company during the Financial
Year 2025-26, are disclosed in the Notes forming part of the
Financial Statements forming part of this Annual Report.

Risk Management

Risk Management has always been an integral part of the
Company. The Company focus on a system-based approach
to manage risk. The Company continues to strength its
comprehensive system to promptly identify risks, assess their
materiality and take measures to minimize their likelihood
and losses.

Accordingly, raw material pricing risks, commodity risks and
currency fluctuation risk are effectively managed by proficient
and capable team. It also has appropriate checks and balances
in place and aims to minimize the adverse impact of these risks
on its operations.

The Internal Audit Reports are reviewed by the
Audit Committee.

Prevention of Sexual Harassment at Workplace

Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, your
Company has constituted Internal Complaints Committee to
redress the complaints of sexual harassment and has a policy
and framework for employees to report sexual harassment
cases at workplace. During the year under review, no
complaint/ case was received or pending for redressal.

Compliance with Applicable Provisions of
Maternity Benefits Act, 1961

The Company has duly complied with the provisions relating to
Maternity Benefits Act, 1961, and the rules framed thereunder
for the year ended March 31, 2026.

Transfer of Unpaid and Unclaimed Amount to
Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Act, read
with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all dividends which remains unpaid or
unclaimed for a period of seven years from the date of their
transfer to the unpaid dividend account are required to be
transferred by the Company to the "IEPF", established by the
Central Government.

Further, pursuant to the provisions of Section 124(6) of the
Act read with the Rules and subsequent amendments thereto,
all the shares in respect of which dividend has remained
unclaimed/unpaid for seven consecutive years or more
shall also be transferred in favour of the Demat account of
IEPF Authority.

During the year under review, the Company has transferred
unpaid and unclaimed dividends of Rs. 15,686/- for the
financial year 2017-18 to the IEPF Authority and 2,405
corresponding equity shares of Rs. 10/- each (post sub-
division/split, these shares become 12,025 equity shares of
Rs. 2/- each) on which dividends were unclaimed for seven
consecutive years were transferred to the Demat Account of
IEPF Authority as per requirements of the IEPF Rules.

Details of shares/shareholders in respect of which dividend
has not been claimed, are provided on our website and
can be accessed athttps://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=16.
The shareholders are therefore encouraged to verify their
records and claim their dividends from the IEPF Authority.

Compliance with Secretarial Standards of
Institute of Company Secretaries of India

The Company is in compliance with the applicable provisions
of Secretarial Standards on Meetings of the Board of Directors
(SS-1) and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return of the Company as
on March 31, 2026, in the prescribed form is available on the
website of the Company athttps://hindusthaninsulators.com/
investorrelation.aspx?mpgid=151&pgidtrail=151&catid=32

Particulars of Employees and Related
Disclosures

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197 of the Act, read

with Rule 5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure-V. A statement containing, inter alia, the
names of top ten employees in terms of remuneration drawn is
provided as part of the Annexure.

In accordance with the provisions of Section 197 (12) of the
Act read with Rules 5 (2) and 5 (3) of the Rules, a statement
showing the names and other particulars of Employees
drawing remuneration in excess of the limits set out in the
aforesaid Rules forms part of this Report. However, in line
with the provisions of section 136 (1) of this Act, the Annual
Reports and Accounts are being sent to the members of the
Company excluding the said Annexure. The said information is
available for inspection through electronic mode. Any member
who is interested in obtaining these particulars may write at
investors@hindusthan.co.in.

Other Disclosures

? During the financial year under review, by the approval of
the Board of Directors, at their meeting held on December
29, 2025 and the Members of the Company, through
Postal Ballot dated February 05,2026, and upon receipt of
the requisite approvals from the Registrar of Companies,
Ministry of Corporate Affairs, the name of the Company
has been changed from "Hindusthan Urban Infrastructure
Limited" to "Hindusthan Insulators & Industries Limited".
Consequent upon the issuance of a fresh Certificate of
Incorporation by the Registrar of Companies, the new
name has become effective from February 13, 2026. The
change in name is reflective of the Company's evolving
business focus and strategic direction, while there has
been no change in the legal status or constitution of
the Company.

No Disclosure or Reporting is made with
Respect to the following items, as there were no
transactions during FY 2025-26:

? The issue of equity shares with differential rights as to
dividend, voting or otherwise;

? Issue of equity shares (including sweat equity shares)
or stock options to employees of the Company under
any scheme;

? In terms of the provisions of Section 73 of the Act read
with the relevant Rules made thereunder, the Company
had no opening or closing balances and also has not
accepted any deposits during the financial year under
review and as such, no amount of principal or interest was
outstanding as on March 31, 2026;

? There were no fraud under Section 143 (12) of the Act
reported by the Auditors to the Audit Committee or the
Board or Central Government;

? The Company did not have any scheme or provision of
money for the purchase of its own shares by employees or
by trustees for the benefits of employees;

? There were no proceedings pending under the Insolvency
and Bankruptcy Code, 2016;

? There was no instance of one-time settlement with any
Bank or Financial Institution;

? Executive Directors of the Company have not received any
remuneration or commission from any of its subsidiaries;

? There were no revision in the financial statements;

? There are no significant or material orders passed by
the regulators or courts or tribunals which impact the
going concern status of the Company and its operations
in future;

? The Company has not made any downstream investments
during the year under review;

? There was no instance wherein the Company failed to
implement any corporate action within the statutory time
limit; and

? The Company has not made any political party contribution
under section 182 of the Act.

Acknowledgement

Your Directors wish to place on record their sincere
appreciation and gratitude for the continued support,
cooperation and guidance received from the Central and State
Governments, regulatory authorities, financial institutions,
banks, customers, vendors, business associates and other
stakeholders during the financial year under review. The
Board also expresses its appreciation to the shareholders for
their continued confidence and trust in the Company.

The Directors further recognize and appreciate the
unwavering support and guidance provided by the
Company's stakeholders and look forward to their continued
cooperation in the years ahead as the Company strives to
achieve sustainable growth and create long-term value for all
its stakeholders.

For and on behalf of the Board of Directors

Sd/-

(Raghavendra Anant Mody)
Place: New Delhi Chairman & Whole Time Director

Date: July 30, 2026 DIN: 03158072