Directors Report of Hindware Home Innovation Ltd.

Mar 31, 2025

Your Directors are pleased to present the Eighth Annual Report and the Company''s audited financial statements for the
financial year ended 31 March 2025.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31 March 2025 is summarized below:

Particulars	Standalone*		Consolidated*
	2024-2025	2023-24 |	2024-2025	2023-24
Revenue from Operations	35,654	44,482	2,52,684	2,80,003
Add: Other Income	2,814	4,248	4,623	3,716
Total Income	38,468	48,730	2,57,307	2,83,719
Profit before exceptional item and tax	(4,885)	(5,355)	(2,703)	5,674
Exceptional Items	(612)	-	(2,960)	-
Profit before tax	(5,497)	(5,355)	(5,663)	5,674
Less: Tax expenses	1,537	(1,756)	(651)	1,999
Profit after tax	(3,960)	(3,599)	(5,012)	3,675
Add: Profit/(Loss) from joint venture	-	-	(1,789)	(912)
Profit for the year (i)	(3,960)	(3,599)	(6,801)	2,763
Less: Profit allocable to Non-Controlling Interest (ii)	-	-	28	186
Other Comprehensive Income (net of tax) allocable to owner of the Company	40	14	125	(8)
Total Comprehensive Income	(3,920)	(3,585)	(6,704)	2,569
Add: balance brought forward (iii)	2,730	6,690	48,463	46,247
Less: Adjustment for change in Ownership Interest (iv)	-	-	3	-
Amount available for appropriation [(i) (ii) (iii) (iv)]	(1,230)	3,091	41,637	48,824
APPROPRIATIONS:
Dividend paid on equity shares	(289)	(361)	(289)	(361)
Balance carried forward	(1,519)	2,730	41,348	48,463

including results of discontinued operations
(Figures have been rounded off to the extent Rs. in lakhs)

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 2024-25 was H2,52,684 Lakh as compared to H2,80,003
Lakh in FY 2023-24. Earnings before interest, tax,
depreciation and amortisation ("EBITDA") was H18,675
Lakh as compared to EBITDA of H27,488 Lakh in FY 2023¬
24. Profit/(Loss) for the year after exceptional item was
(H6,801) Lakh as compared to H2,763 Lakh in FY 2023-24.

A. Building Products Business

The Building Products Business revenue from
operations stood at H2,17,071 Lakh in FY 2024-25 as
against H2,35,464 Lakh in FY 2023-24. The business
posted EBIT of H10,291 Lakh as against EBIT of
H21,443 Lakh in FY 2023-24. Our Building Products
segment continued to build on its strategic priorities,

driven by key initiatives undertaken by the division for

the year which are as follows:

SANITARYWARE AND FAUCETS

• Forayed into a new category with the launch
of a new range of drains. This initiative is part
of our broader strategy to expand our product
offerings and provide comprehensive solutions to
our customers.

• Launched a new Brand Store Design to deliver an
enhanced and immersive brand experience for
our customers.

• Strategically leveraged the Indian Premier
League (IPL) sponsorship to significantly amplify

national brand visibility and drive deeper market
penetration for our premium bathroom range.

• Executed a targeted regional marketing initiative by
sponsoring the Vanitha Film Awards as ''Powered
By'' sponsor, thereby effectively cultivating brand
awareness and consideration within the vital
Southern Indian market.

• Enhanced our long-term market influence by
expanding the Architect Loyalty Programme for
the Retail Segment, successfully enrolling key
professional partners during the year.

TILES

• Expanded into the premium surface industry
with the launch of the Hindware Italian Collection
Quartz for both commercial and residential
countertops, diversifying our product portfolio.

• Launched trending design series, including
Super High Gloss and Mural series, to capture
contemporary market preferences and expand our
aesthetic offerings.

Strengthened architect engagement by conducting
regional high-profile events, connecting with over
100 architects across India to foster key partnerships
and drive product specification.

• Initiated the Store-in-Store (SIS) concept to
accelerate retail expansion and enhance brand
presence in key markets.

PIPES

• State-of-the-art manufacturing plant in Roorkee
is nearing completion, with automation and trial
scheduled to begin in Q1 of FY25.

• Pipes plant in Isnapur was recognized with the
prestigious Best Ground Water Practitioner
Award from the District Collector of Sangareddy,
Government of Telangana, affirming our steadfast
commitment to sustainable water conservation
practices and environmental stewardship.

• Connected with over 85,000 plumbers across India,
significantly strengthening our engagement with
this key community, to enhance brand awareness.

• Implemented an advanced auto-conveying and
storage system with integrated automation
for recycled materials at our Roorkee plant,
significantly enhancing operational efficiency and
our commitment to sustainable practices.

• At our Isnapur plant, all PTMT machines have been
installed and commissioned.

• Currently developing a CPVC Fire Sprinkler
System, a new product line anticipated for launch
in FY 2025-2026, which will expand our product
portfolio and address emerging market needs in

fire safety solutions. The Double Wall Corrugated
machine has been successfully commissioned and
trials completed.

• Following the acquisition of the BIS license, we
anticipate launching this new product in H2 of
FY 2024-25.

B. Consumer Appliances Business (CAB)

The CAB revenue from operations stood at H35,619
Lakh in FY 2024-25 as against H44,544 Lakh in
FY 2023-24. The business achieved EBIT of (H3,703)
Lakh as compared to the previous year EBIT of
(H5,917) Lakh. The division undertook the following
initiatives during the year:

• Launched the National Parts Centre (NPC) at
Bahadurgarh, establishing a unified spare parts
hub for our bath and consumer products. This
strategic initiative will boost delivery speed,
enhance operational efficiency and improve overall
customer satisfaction across our businesses.

• New SKUs launched during FY 24-25 to strengthen
our product portfolio

a. Kitchen Appliances:

• 24 Chimney SKU''s launched included 17 BLDC
chimney SKU''s

• 21 new Built in Hobs

• 7 Cooktops

• 3 Built in Oven

• 3 Built in Microwave oven

b. Heating Appliances:

• 5 New SKUs in Instant & 21 New SKUs in
storage water heaters were introduced

• 4 New SKUs lauched in Room Heaters:2 in
quartz series & 1 each in halogen and fan
heaters category

• Onboarded Zepto as a quick commerce partner
for water heaters and air coolers, significantly
expanding our last-mile reach and enhancing
customer accessibility.

• Launched a new range of 26 sink SKUs on Amazon,
marking our strategic entry into this product
category on the e-commerce platform and
expanding our footprint.

MATERIAL CHANGES AND COMMITMENTS

The Company has discontinued further operations of the

"Retail Business" of the Company w.e.f. 28 May 2024.

Apart from that there were no material changes and

commitments in the nature of business of your Company.

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 (the "Scheme") under
Sections 230 to 232, read with section 66 and other
applicable provisions of the Companies Act, 2013
("the Act") and the provisions of other applicable laws,
amongst the Company (the "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 with and into Resulting Company (as
defined in the Scheme) 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
approved by the Hon''ble National Company Law
Tribunal ("NCLT") or any other competent authority.
The Scheme is subject to the approval of the BSE
Limited (BSE), the National Stock Exchange of India
Limited (NSE), SEBI, shareholders and creditors of
the Company and such other necessary approvals
as may be required, and the sanction thereof of the
Scheme by NCLT. The Company has applied to BSE
and NSE for requisite approval of the Scheme, and the
same is awaited on the date of approval of this report.

> FURTHER INVESTMENT IN HINTASTICA
PRIVATE LIMITED

The Company has further infused H17,00,00,100/-
in Hintastica Private Limited, a joint venture of the
Company, on a Rights Basis by subscribing to an
additional 1,25,926 number of equity shares of H10
each at a premium of H1,340 per share.

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 2025. The Company had no Associate
Company during the year under review.

During the year under review, HHIL Limited was
incorporated on 4 March 2025 as a wholly owned
subsidiary of the Company.

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 Act, 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
investors'' 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%20Material%20Subsidiaries.pdf

SHARE CAPITAL

During the year under review, the Authorized Share Capital
of the Company was increased from H15,00,00,000/-
(Rupees Fifteen Crore only) comprising of 7,50,00,000
Equity Shares of H2/- each to H30,00,00,000/- (Rupees
Thirty Crore only) divided into 15,00,00,000 Equity Shares
of H2/-each by way of passing of ordinary resolution on
4 July 2024 through Postal Ballot and the Capital clause
of the Memorandum of Association of the Company was
also amended accordingly.

During the year under review, the Company had issued
1,13,49,962 equity shares of face value of H2 each at a price
of H220 per share (including a premium of H218 per share)
to its shareholders on a Rights basis. The use of proceeds
from this Rights Issue has been fully utilised in line with
the objects stated in the offer letter.

Accordingly, the paid-up equity share capital of the
Company has increased from H1,445.93 Lakh to H1,672.93
Lakh during the year.

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 financials and
Dividend Distribution Policy of the Company, decided not
to recommend any dividend on its equity shares for the
financial year ended 31 March 2025.

INVESTOR EDUCATION AND PROTECTION FUND
(“IEPF")

There was no amount of dividend due till 31 March
2025 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.

During the year under review, Dr. Nand Gopal Khaitan
(DIN: 00020588), Mr. Salil Kumar Bhandari (DIN: 00017566)
and Mr. Ashok Jaipuria (DIN: 00214707) have been re¬
appointed as Non-Executive Independent Directors of
the Company for their second term of five (5) consecutive
years, commencing from 14 September 2024 by way of
approval granted by the Shareholders of the Company
through Postal Ballot on 4 July 2024.

The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, appointed Ms. Sonali Dutta (DIN: 10727707)
as Non-Executive Independent Director of the Company,
for a term of five (5) consecutive years w.e.f. 12 November
2024, pursuant to the approval granted by the shareholders
of the Company through Postal Ballot on 8 January 2025.

Ms. Anisha Motwani (DIN: 06943493), Non-Executive
Independent Director of the Company completed her term
as Non-Executive Independent Director of the Company
on 10 February 2025 and ceased to be a director of the
Company from the said date.

Additionally, the Board of Directors of the Company, upon
recommendation of the Nomination and Remuneration
Committee, at its meeting held on 28 May 2024 has
approved to designate Mr. Naveen Malik, Chief Financial
Officer (CFO) of the Company also as Chief Executive
Officer (CEO) of the Company effective from 28 May 2024.
Accordingly, Mr. Naveen Malik continued to serve as CFO
and CEO of the Company as wholetime Key Managerial
Personnel pursuant to the provisions of Sections 2(18),
2(19) and Section 203 of the Act and other applicable laws.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31 March
2025 were:

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

(ii) Ms. Payal M Puri, Company Secretary.

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

The Board had appointed M/s. DMK Associates, Company
Secretaries (FRN P2006DE003100) to conduct a Secretarial
Audit of the Company for the Financial Year 2024-25,
pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Secretarial Audit
Report in Form No. MR-3 for the Financial Year 2024-25 is
enclosed as Annexure A to this Report. There has been
no qualification, reservation, adverse remark or disclaimer
given by the Secretarial Auditor in their Report.

Further, Hindware Limited, the unlisted material subsidiary
of the Company has undergone Secretarial Audit for the
year ended 31 March 2025. 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.

In terms of the requirement of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with
Section 204 and Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board, on recommendation of the Audit Committee,

has approved appointment of M/s. DMK Associates,
Company Secretaries, (FRN P2006DE003100) as the
Secretarial Auditor of the Company for a period of five
(5) consecutive years i.e. from FY 2025-26 to FY 2029-30,
subject to the Shareholders'' approval at the ensuing
AGM. A detailed proposal for appointment of Secretarial
Auditor forms part of the notice convening the AGM.

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

The Company is engaged into trading and marketing of
products, hence particulars pertaining to Conservation
of Energy, Research and Development, 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 2025, as required
under Section 92(3) of the Act and prepared in prescribed
format (MGT-7), which will be filed with the Registrar
of Companies, is hosted on the Company''s website at
https://www.hindwarehomes.com/annual-general-
meetings.php

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 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 SEBI Listing
Regulations read with SEBI''s Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024,
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 fulfill 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 2025, 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 2025 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
SEBI Listing Regulations forms an integral part of this
Report. The requisite certificate from the Secretarial
Auditor 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.pdf.

Your Directors draw attention of the members to Note no.
46 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, ten (10) 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 SEBI Listing Regulations.

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

hindwarehomes.com/pdf/Nomination%20and%20
Remuneration%20Policy.pdf

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy as
per Regulation 43A of SEBI 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
standalone financial statements (please refer note nos. 6,
7 and 50 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.

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 SEBI Listing Regulations. In the opinion
of the Board, they fulfil the conditions of independence as
specified in the Act and SEBI 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. Issue 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 of 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 Institution 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: 24 May 2025 Chairman

---

Mar 31, 2024

Your Directors are pleased to present the Seventh Annual Report and the Company''s audited financial statements for the financial year ended 31 March 2024.

financial results

The Company''s financial performance, for the year ended 31 March 2024 is summarised below:

('' in lakh)

Particulars	Standalone		Consolidated
	2023-2024	2022-23	2023-2024	2022-23*
Revenue from Operations	44,482	55,692	2,80,003	2,87,229
Add: Other Income	4,248	4,360	3,716	3,561
Total Income	48,730	60,052	2,83,719	2,90,790
Profit before tax	(5,355)	1,870	5,674	10,299
Less: Tax expenses	(1,756)	810	1,999	3,653
Profit after tax	(3,599)	1,060	3,675	6,646
Add : Profit/(Loss) from joint venture	-	-	(912)	(891)
Profit for the year (i)	(3,599)	1,060	2,763	5,755
Less: Profit allocable to Non- Controlling Interest (ii)	-	-	186	46
Other Comprehensive Income (net of tax)	14	(5)	(8)	(98)
Total Comprehensive Income	(3,585)	1,055	2,569	5,611
Add: balance brought forward (iii)	6,690	5,630	46,247	41,131
Less: Adjustment for change in ownership interest (iv)	-	-	-	(593)
Amount available for appropriation [(i)-(ii) (iii) (iv)]	3,091	6,690	48,824	46,247
APPROPRIATIONS:
Dividend paid on equity shares	(361)	-	(361)	-
Balance carried forward	2,730	6,690	48,463	46,247

(Figures have been rounded off)

*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 2023-24 was H 2,80,003 lakh as compared to H 2,87,229 lakh in FY 2022-23. Earnings before interest, tax, depreciation and amortisation ("EBITDA") was H 27,488 as compared to EBITDA of H 28,107 lakh in FY 2022-23. Profit for the year was H 2,764 lakh as compared to H 5,755 lakh in FY 2022-23.

A. Building Products Business

The Building Products Business revenue from operations stood at H 2,35,464 lakh in FY 2023-24 as against H 2,31,514 lakh in FY 2022-23. The business posted EBIT of H 21,443 lakh as against EBIT of H 17,441 lakh in FY 2022-23. 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:

Sanitaryware and Faucet Business

Strengthened SKU''s and Product Range

• Sanitaryware

- Launched over 60 new SKU''s

- Introduced mid-premium fluidic design Agnese

- Unveiled 8 One Piece (mainly with Syphonic flushing) and 2 Wall Mount EWCs

• Faucets

- First Brand to launch AQUAPRO - Water-saving nozzles that save up to 98% water

- Strengthened Economy Portfolio with launch of Fabio and Studio Faucet Ranges

- Launched 4 new OTC basins

Expanded Distribution and Retail Presence

• Hindware hosted 1,400 plumbers and 70 mason meets, engaging with over of 22,000 plumbers and masons

Tiles

• Ventured into the Tile Adhesive market by introducing 5 variants of Tile adhesives, complemented by grouts and tile cleaners

• Diversified into the new segment of Surfaces with the introduction of 15mm slabs in the size of 800x2400 mm, offering an alternative to Granite for Kitchen and Bathroom countertops

Plastic Pipes and Fittings

• Introduced new products in existing category and initiated production trials for new category of pipes - foamcore pipes and inspection chambers for underground drainage

• Connected with 1,30,000 plumbers during the year through multiple engagement programmes

B. Consumer Appliances Business (CAB)

The CAB revenue from operations stood at H 42,172 lakh in FY 2023-24 as against H 50,085 lakh in FY 202223. The business achieved H(2,978) lakh as compared to the previous year EBIT of H 1,033 lakh. The division undertook the following initiatives during the year:

• Expanded existing product categories to extend our reach to a broader audience

- Strengthened the kitchen appliances category by introducing the following SKU''s: 11 chimneys, 22 built-in hobs, 18 cooktops, and 4 sinks

- Cooling Segment: Added 15 air coolers, 9 ceiling fans and 10 exhaust fans

- Heating segment: Launched 17 water heaters in the storage and instant series

• Enhanced distribution channels and bolstered retail footprint

- Expanded our network of brand stores across key cities in India, increasing our nationwide count to over 180 active exclusive brand stores.

- Added 117 new distributors network for fans and air coolers across India

C. Retail Business (Retail)

The Retail revenue from operations stood at H 2,372 lakh in FY 2023-24 as compared to H 5,638 lakh in FY 2022-23. The business has EBIT of H (2,939) lakh as compared to the previous year''s EBIT loss of H (164) lakh.

material changes and commitments

The Company has decided to discontinue further operations of the "Retail Business" of the Company w.e.f. 28 May 2024.

The Retail Business of the Company constituted of furniture & furnishing retail done through subset of physical stores as well as franchise stores across India and online retail through website "evok.in". The online business was carried through wholly owned subsidiary of the Company, EVOK Homes Private Limited (the "EHPL"). Being in highly competitive market especially after emergence of many online furniture stores, the business sales growth and profitability remained under pressure. Therefore, the Board of Directors at its meeting held on 28^th May, 2024 approved to discontinue the further operation of the Retail Division of the Company. The Board had also approved the sale/ liquidation of various assets relating to the said division.

change in the nature of business

There was no change in the nature of business of your Company during the year.

subsidiaries, joint ventures and associate companies

The Company has 5 subsidiaries (including 3 step down subsidiaries) and 1 Joint venture company as on March 31, 2024. During the year under review, Luxxis Heating Solutions Private Limited ("Luxxis"), a step-down subsidiary of the Company ceased to be a subsidiary of the Company since it was struck off and dissolved by the Registrar of Companies w.e.f. 28 April 2023 consequent to the striking off application filed by the said Luxxis.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared, which form 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 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 http:// www.hindwarehomes.com. These documents will also be available for inspection in the investors'' 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, the Company did not issue equity shares. Accordingly, the paid-up equity share capital of the Company as on 31 March 2024 was H 1,445.93 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.

investor education and protection fund

(“IEPF")

There was no amount of dividend due till 31 March 2024 to transfer to IEPF since 7 years are not completed of its First dividend paid for the year 2020.

dividend

Your Directors have recommended a dividend of H 0.40 (Forty Paise) (i.e. 20%) per equity share (last year dividend of H 0.50/- (i.e. 25%) per equity share) on equity shares of H 2/- each for the financial year ended 31 March 2024, subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 22 August 2024.

transfer to reserves

There was no profit available for the year under review hence the Board has not proposed to transfer any amount to general reserve.

deposits

Your Company has not accepted any deposits 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.

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 (now known as 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

The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) to conduct Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR - 3 for the financial year 2023-24 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Further, Hindware Limited, the unlisted material subsidiary of the Company has undergone Secretarial Audit for the year ended 31 March 2024. The Secretarial Audit Report issued by M/s. DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) 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 trading and marketing of products, hence particulars pertaining to Conservation of Energy, Research and Development, Technology Absorption are not applicable. However, the particulars as prescribed in of 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 Companies Act, 2013, the extract of Annual Return as required under Section 92(3) of the Act and prepared in prescribed format, which will be filed with the Registrar of Companies, is hosted on the Company''s website i.e. https://www. hindwarehomes.com/pdf/Annual%20Return%202023-2024.

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, is presented in a separate section forming part of this Annual Report.

business responsibility and sustainibility report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI''s Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

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 2024, 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 2024 and of the profit/ loss of the Company for the year ended on that date;

c) t he 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 SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

contracts and 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. The disclosure in Form No. AOC-2 is enclosed 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%20 Party%20Transaction%20Policy.

Your Directors draw attention of the members to Note no. 46 of standalone financial statements to the financial statements which set out related party disclosures.

corporate social responsibility ("CSR")

During the year under review, the provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) were not applicable to the Company.

number of board meetings

During the year under review, Five (5) 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 Companies Act, 2013.

audit committee

The Audit Committee comprises of Independent Directors namely Mr. Salil Kumar Bhandari as Chairman, Mr. N. G. Khaitan, Ms. Anisha Motwani and a Non-Independent Director Mr. Sand ip Somany as members of the Committee.

For further details, please refer the 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.

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 SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Nomination and Remuneration Policy is available on Company''s website at the link: https://www. hindwarehomes.com/pdf/Nomination%20and%20 Remuneration%20Policy.pdf

dividend distribution policy

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. 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 available 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 and 7 & note no. 50 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.

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. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

directors and key managerial personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Girdhari Lal Sultania, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offered himself for re-appointment.

Further, Mr. Rakesh Kaul, CEO and Whole-time Director of the Company resigned from the office of Director and as

Key Managerial Personnel of the Company with effect 6 April 2023 to pursue opportunities outside the Company.

Mr. Salil Kapoor was appointed as Chief Executive Officer ("CEO") designated as Key Managerial Personnel of the Company w.e.f. 18 July 2023 upon recommendation of Nomination and Remuneration Committee at its meeting held on 17 July 2023 and resigned with effect from the close of business hours of 12 March 2024 due to personal reasons. The Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee, at its meeting held on 28 May, 2024 has approved to designate Mr. Naveen Malik, Chief Financial Officer of the Company also as Chief Executive Officer of the Company effective from 28 May, 2024. Accordingly, Mr. Naveen Malik shall continue to serve as Chief Financial Officer (CFO) of the Company who shall be the wholetime Key Managerial Personnel pursuant to the provisions of Sections 2(18), 2(19) and Section 203 of the Companies Act, 2013 and other applicable laws.

Further, the tenure of Mr. Nand Gopal Khaitan, Mr. Salil Kumar Bhandari and Mr. Ashok Jaipuria as Non-Executive Independent Directors of the Company will expire by efflux of time on 13 September 2024 and will be due for re-appointment for their second term of five consecutive years. The re-appointment of Mr. Khaitan, Mr. Bhandari and Mr. Jaipuria has been proposed by way of Postal Ballot approved by the Board of Directors in its meeting held on 28 May 2024 for seeking approval of the shareholders of the Company by way of Special resolution.

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 SEBI LODR Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI LODR 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 familiarisation 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.

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 relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

5. The Whole-time Director(s) of the Company do not receive any remuneration or commission from any of its subsidiaries.

6. 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.

7. The Company is not required to maintain cost records as specified in Section 148(1) of the Companies Act, 2013.

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

9. 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 of Financial Institutions is not applicable.

10. 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 Institution 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: 28 May 2024 Chairman

---

Mar 31, 2023

Your Directors are pleased to present the Sixth Annual Report and the Company''s audited financial statements for the financial year ended 31 March 2023.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31 March 2023 is summarised below:

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	55,691.59	49,128.10	2,87,327.12	2,29,363.20
Add: Other Income	4,360.41	3,494.76	3,462.61	2,929.96
Total Income	60,052.00	52,622.85	2,90,789.73	2,32,293.16
Profit before tax	1,869.97	1,726.91	10,298.51	14,437.06
Add: Exceptional item	-	-	-	10,086.09
Add: Profit/(Loss) from joint venture	-	-	(890.79)	(180.79)
Profit before tax	1,869.97	1,726.91	9,407.72	24,342.36
Less: Tax expenses	809.57	458.06	3,652.51	4,174.00
Profit after tax (i)	1,060.40	1,268.85	5,755.21	20,168.36
Less: Profit allocable to Non-Controlling Interest (ii)	-	-	(46.20)	-
Other Comprehensive Income (net of tax)	(5.60)	7.58	(98.40)	52.19
Total Comprehensive Income	1,054.80	1,276.42	5,610.61	20,220.55
Add: balance brought forward (iii)	5,629.60	4,939.12	41,130.78	21,540.79
Less: Adjustment for change in Ownership Interest (iv)	-	-	(592.98)	-
Amount available for appropriation [(i) (ii) (iii) (iv)]	6,690.00	6,207.97	46,246.81	41,709.15
APPROPRIATIONS:
Dividend paid on equity shares	-	(578.37)	-	(578.37)
Tax on Dividend paid	-	-	-	-
Balance carried forward	6,690.00	5,629.60	46,246.81	41,130.78

OPERATIONAL REVIEW

On a consolidated basis, Revenue from Operations for FY 2022-23 was C 2,87,327 lakh as compared to C 2,29,363 lakh in FY 2021-22. Earnings before interest, tax, depreciation and amortisation ("EBITDA") was C 28,107 as compared to EBITDA of C 20,412 lakh in FY 2021-22. Profit After Tax ("PAT") (including exceptional item) for the year was C 5,755 lakh as compared to C 20,168 lakh in FY 2021-22.

A. Building Products Business

The Building Products Business Revenue from Operations stood at C 2,31,612 lakh in FY 2022-23 as against C 1,79,546 lakh in FY 2021-22. The business posted EBIT of C 17,441 lakh as against C 15,799 lakh in FY 2021-22. Our Building Products sustained its upwards trajectory on the back of key initiatives undertaken by the business for the year which are as follows:

Bathware

Strengthened SKU''s and product range

• Launched 30 new SKUs in sanitaryware and 195 new SKUs in faucets

• Introduced 27 new SKUs in shower segment such as shower arms and hand showers

Expanded distribution and retail presence

• Committed to meeting the growing consumer demand, 200 brand stores across India were added to increase sales from exclusive channels

• Currently has presence across 390 distributors, dealers and modern retail outlets to capture the growing consumer demand

• 31,000 retail touchpoints to connect with consumers directly

• Strategic Marketing Initiative including print, broadcast, and digital marketing undertaken

• Moved away from multi-brand approach to a unified one brand name "Hindware Italian Collection" to establish a stronger affiliation with consumers leveraging the trustworthiness of the Brand Hindware

• Created highly experiential display setups for Hi-Aim, Queo WOW, Acetech Reflect, Queo distributor and product launches, and airport displays

• Engagement Programs with key influencers

• Launched Plumber Loyalty App-Plumber No. 1 with registration soaring high in Q4 with total registered plumbers around of 26,000

• Community Led Initiatives

• ''Build a Toilet, Build her Future'' purpose led campaign around World Toilet Day continued for the third consecutive year. After building nearly 170 toilets in the last 2 years majorly in and around Haryana and Rajasthan, for the year the brand pledged to build an additional 80 more toilets.

Tiles

• Launched 114 NewSKUs

• Launched 30 tiles brand stores across the country Plastic Pipes and Fittings

• Commenced commercial production from the second plant in Isnapur, Hyderabad, helping grow our capacity to 48,000 tonnes

• Forayed into PTMT Bath Fittings (PTMT faucets and other accessories)

B. Consumer Appliances Business (CAB)

The CAB revenue from operations stood at C 50,085 lakh in FY 2022-23 as against C 43,107 lakh in FY 2021-22. The business achieved C 1033 lakh as compared to the previous year EBIT of C 570 lakh. The business undertook the following initiatives during the year:

• Commenced trial production of heating appliances from the state-of-the-art manufacturing plant in Jadcherla

• Strengthened existing product categories to reach out to a larger audience

• Strengthened distribution and retail presence

- Currently has presence across 1300 distributors with 13,000 retail touchpoints

- Successfully launched 56 kitchen galleries across India

• Branding and Marketing Initiatives

• Rebranding exercise done for a unified one brand under ''Hindware Smart Appliances'' to leverage Hindware''s long legacy

• Launched print and digital campaign to promote MaxX silence range of chimneys

C. Retail Business (Retail)

The Retail revenue from operations stood at C 5,638 lakh in FY 2022-23 as compared to C 6,710 lakh in FY 2021-22. The business has EBIT of C (164) lakh as compared to the previous year''s EBIT of C 417 lakh. Continue to expand offline presence. Increased the number of franchise stores from 30 to 36 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year of the Company to which the financial statements relate and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Hindware Limited (Formerly known as Brilloca Limited), a material subsidiary ("Hindware") vide its letter dated 3 February 2023 communicated to the Company that the Board of Directors of Hindware in its meeting held on 3 February 2023 approved the allotment of 9,00,000 Partly Paid Equity Shares of face value of C 2 (Indian Rupee Two) each at a premium of C 450 (Indian Rupee Four Hundred and Fifty only) to certain eligible subscribers (being the employees and key managerial personnel and none of them being the promoters or part of the promoter group of Hindware) ("Eligible Subscribers") upon payment of C 1 (Indian Rupee One) per equity share. Post the transaction, the Eligible Subscribers hold approx. 1.80% in the share capital of Hindware.

Consequently, the holding of the Company in the share capital of Hindware stands reduced from 100.00% to 98.20% and Hindware has ceased to be a wholly owned subsidiary of the Company. However, Hindware will continue to remain a material subsidiary of the Company in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Luxxis Heating Solutions Private Limited ("Luxxis") ceased to be a wholly owned subsidiary of the Company as it was struck-off and dissolved by the Registrar of Companies with effect from 28 April 2023 consequent to the striking off application filed by Luxxis.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared, which form 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 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 http://www.hindwarehomes.com. These documents will also be available for inspection in the investors'' 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, the Company did not issue equity shares. Accordingly, the paid-up equity share capital of the Company as on 31 March 2023 was C 1,445.93 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.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Please refer IEPF section of Notice of 6th Annual General Meeting ("AGM") which forms part of this Annual Report.

DIVIDEND

Your Directors have recommended a dividend of C 0.50/-(Fifty paise) (i.e. 25.00%) per equity share (last year dividend of C 0.50/- (i.e. 25.00%) per equity share) on equity shares of C 2/- each for the financial year ended 31 March 2023, amounting to C 361.48 Lacs subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 20 September 2023.

TRANSFER TO RESERVES

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

DEPOSITS

Your Company has not accepted any deposits 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.

AUDITORS AND AUDITORS'' REPORTS Statutory Auditors

M/s. Lodha & Co., Chartered Accountants, Statutory Auditor of the Company having Firm''s Registration No. 301051E holds office till the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 and the Companies (Audit and Auditors) Rules, 2014 of the Act, M/s. Lodha & Co., is eligible to be reappointed for the second term as Statutory Auditor of the Company. The Company has received written consent and certificate of eligibility from M/s. Lodha & Co. in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules made thereunder. M/s. Lodha & Co. has also furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee and the Board of Directors recommend re-appointment of M/s. Lodha & Co., Chartered Accountants for the second term as Company''s Statutory Auditor from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company, for approval of shareholders at the ensuing 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

The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) to conduct Secretarial Audit for the financial year 2022-23, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR - 3 for the financial year 2022-23 is enclosed

as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Further, Hindware Limited (Formerly known as Brilloca Limited), the unlisted material subsidiary of the Company has undergone Secretarial Audit for the year ended 31 March 2023. The Secretarial Audit Report issued by M/s. DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) 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 trading and marketing of products, however, the particulars as prescribed in Section 134(3)(m) of the Act, read with the 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 Companies Act, 2013, the extract of Annual Return as required under Section 92(3) of the Act and prepared in prescribed format, 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, 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 SEBI Listing Regulations and SEBI circular no. SEBI/LAD-NRO/GN/2021/2 dated 5 May 2021, 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.

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 2023, 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 2023 and of the profit 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is enclosed to the report on Corporate Governance.

CONTRACTS AND 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. The disclosure in Form No. AOC-2 is enclosed 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/Policy%20 for%20Determining%20Materiality%20of%20Events.pdf

Your Directors draw attention of the members to Note no. 46 to the financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

During the year under review, the provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility were not applicable to the Company.

NUMBER OF BOARD MEETINGS

During the year under review, Five (5) Board Meetings were convened and held. For further details, please refer the Report on Corporate Governance which is forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Salil Kumar Bhandari as Chairman, Mr. Nand Gopal Khaitan, Ms. Anisha Motwani and a NonIndependent Director Mr. Sandip Somany as members of the Committee.

For further details, please refer the 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/vigil-mechanism.php

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 as per the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

hindwarehomes.com/pdf/Nomination%20and%20 Remuneration%20Policy.pdf

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 available 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 and 7).

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 is provided in the Annual Report, which forms part of this Report. 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.

DISCLOSURE UNDER 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. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandip Somany, Chairman and Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offered himself for re-appointment.

During the year under review, Mr. Girdhari Lal Sultania ("Mr. Sultania") was appointed as an Additional Director designated as Non-Executive Non-Independent Director on 8 February 2023 and the said appointment was further approved by the shareholders by way of special resolution passed through postal ballot on 22 March 2023.

Further, Mr. Rakesh Kaul, CEO and Whole-time Director of the Company resigned from the office of Director and Key Managerial Personnel of the Company with effect from the close of business hours of 5 April 2023 to pursue opportunities outside the Company.

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 SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI 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 familiarisation 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.

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 relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

4. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

5. 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.

6. The Company is not required to maintain cost records as specified in Section 148(1) of the Companies Act, 2013.

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

8. 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.

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: 24 May 2023 Chairman