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INDIAN HUME PIPE COMPANY LTD.

15 July 2026 | 09:49

Industry >> Cement Products

Select Another Company

ISIN No INE323C01030 BSE Code / NSE Code 504741 / INDIANHUME Book Value (Rs.) 281.76 Face Value 2.00
Bookclosure 17/07/2026 52Week High 470 EPS 26.79 P/E 15.89
Market Cap. 2242.14 Cr. 52Week Low 280 P/BV / Div Yield (%) 1.51 / 1.17 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors are pleased to present One Hundredth Annual Report on the business and operations of the Company together with the Audited Financial
Statements of Accounts and Auditor's Report for the Financial Year ended 31st March, 2026.

FINANCIAL RESULTS:

(As per Ind AS)

The financial performance of the Company for the financial year ended 3181 March, 2026 is summarized below:

Year Ended
31-03-2026

Year Ended
31-03-2025

Revenue from Operations

1,30,556.83

1,49,123.14

Profit before Finance Cost, Depreciation, Amortisation & Tax

19,054.71

19,511.55

Less: Finance Costs

4,741.87

6,234.70

Depreciation & Amortisation

1,978.15

1,469.97

Profit before Exceptional Item and Tax

12,334.69

11,806.88

Add: Exceptional Item

6,433.35

54,522.05

Profit before Tax

18,768.04

66,328.93

Less: Provision for Taxation

4,656.98

10,523.69

Net Profit after Tax

14,111.06

55,805.24

Add/(Less): Other Comprehensive Income

(286.27)

(274.08)

Total Comprehensive Income carried out to Other Equity

13,824.79

55,531.16

PERFORMANCE REVIEW:

The Company's operations of its various projects under execution continued
to be profitable, with continued efforts to reduce costs and improve yield as
also bettering the productivity levels.

During the year under review, the Revenue from Operations was
' 1,30,556.83 Lakhs as compared to ' 1,49,123.14 Lakhs for the previous
year. The profit before tax for the year was ' 18,768.04 Lakhs as compared
to ' 66,328.93 Lakhs for the previous year. The profit after tax for the
year was ' 14,111.06 Lakhs as compared to ' 55,805.24 Lakhs for the
previous year.

There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the Financial Statements relate and
the date of the Report.

DIVIDEND:

The Directors are pleased to recommend a total Dividend of ' 5/-
(Rupees Five only) per equity share of face value of ' 2/- each (250%)
on 5,26,81,770 Equity Shares of the Company of the face value of ' 2/-
each; which comprises of normal dividend of ' 2/- (Rupees Two only)
(100%) and a Special Dividend of ' 3/- (Rupees Three only) per equity
share of face value of ' 2/- each (150%) on account of 100th Anniversary
of the Company for the financial year ended 31st March, 2026 {as against
' 5.80 per equity share of face value of ' 2/- each (290%) for the previous
financial year ended 31st March, 2025; which comprises of normal dividend

of ' 1.80 (Rupees One and Eighty Paise only) (90%) and a Special Dividend
of ' 4/- (Rupees Four only) per equity share of face value of ' 2/- each
(200%) on account of sale of the Company's land at Yelhanka, Bengaluru}.

The total cash outflow of ' 26,34,08,850/- (Rupees Twenty Six Crores
Thirty Four Lakhs Eight Thousand Eight Hundred Fifty Only). The Dividend,
subject to the approval of the Members at the 100th Annual General Meeting
to be convened on 3rd August, 2026 will be paid on or after 7th August,
2026 to those Members whose names appear in the Register of Members
of the Company.

In view of the changes made under the Income-tax Act, 2025, dividends
paid or distributed by the Company shall be taxable in the hands of the
Shareholders. The Company shall, accordingly, make the payment of the
final dividend after deduction of tax at source. The dividend, if approved
at the ensuing Annual General Meeting (AGM), will be paid to all eligible
members.

The Dividend recommendation is in accordance with the Dividend
Distribution Policy (“the Policy”) of the Company. The policy is available on
the website of the Company.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”), and as
per the SEBI Notification dated 5th May, 2021 has made the Dividend
Distribution Policy applicable to top 1,000 listed entities by market
capitalization. Pursuant to the aforesaid Notification, the Dividend

Distribution Policy duly approved by the Board, which is available on the
website of the Company (www.indianhumepipe.com) at the below web-link:
https://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/Dividend_Distribution_Policy.pdf

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2025-26, there was no change in the nature of
business of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments since the close
of the financial year, i.e. 31st March, 2026 till the date of signing of this
Directors' Report, affecting the financial position of the Company.

SHARE CAPITAL:

The issued, subscribed and paid-up Equity Share Capital as at
31st March, 2026 was ' 1,053.64 Lakhs divided into 5,26,81,770 Equity
Shares of face value of ' 2/- each.

CHANGE IN AUTHORISED SHARE CAPITAL:

During the financial year 2025-26 there was no change in the Authorised
Share Capital of the Company.

CHANGES IN PAID-UP SHARE CAPITAL OF THE COMPANY

During the financial year 2025-26 there was no change in the Paid-up Share
Capital of the Company.

TRANSFER TO RESERVES:

The Company has not transferred any amount from profit and loss to
General Reserve during financial year 2025-26.

FINANCE:

During the year under review, liquidity position of the Company was
maintained satisfactorily and optimum utilization of financial resources was
achieved.

The Company had a cordial relationship with its Bankers and Trade Creditors
and has been prompt in meeting obligations towards them.

The Company continued to enjoy good credit rating from Credit Rating
Agency and Banks during the year under review.

INCOME TAX ASSESSMENT:

The Income tax assessment of the Company has been completed till
assessment year 2024-25. The appeals filed by the Company, against
the assessment orders for various financial years are pending with the
Appellate Authorities including Hon. Income Tax Appellate Tribunal and Hon.
Bombay High Court. The aggregate amount of disallowances / additions
involved in these various appeals is ' 41,605.53 Lakhs.

The appeal filed by the Income Tax Department for A.Y 2003-04
is pending in the Bombay High Court. The issue involved in A.Y 2003-04
is regarding claim of deduction u/s 80IA allowed by the Income Tax
Appellate Tribunal, amounting to ' 1,057.54 Lakhs. However, in view
of subsequent retrospective amendment made to Section 80IA by the
Finance Act, 2009, as an abundant caution, provision for the basic tax
liability of ' 392.59 Lakhs, on the said claim of ' 1,057.54 Lakhs, has
been made in the books of account.

The position of tax demands in dispute as on March 31,2026 are as under:

Nature of Dispute

Amount

involved

Tax (including
Interest)

Tax Paid
status

Tax Provision status

Remarks

Denial of deduction under Section
80-IA of the Income Tax Act

39,116.90

Tax 13,376.50
Interest NIL

13,376.50

Tax demand fully
provided in books of
accounts

Disallowance on account of Wadala
land valuation and CSR Expenses

706.79

Tax 241.69
Interest NIL

241.69

Tax demand fully
provided in books of
accounts

Other disallowances/ additions

1,781.84

Tax 987.44
Interest 163.03

0.00

Tax demand not
provided in books of
accounts

Refer Note Contingent liabilities
and commitments to Financial
Statements of the Year

Total

41,605.53

14,768.66

13,618.19

FACTORIES:

The total number of factories of the Company as at the end of the year
under review stands at 16.

DEVELOPMENT OF THE COMPANY’S LAND PARCELS:

The Company has undertaken development of its land parcels at Hadapsar-
Pune and Vadgaon - Pune. The Company has entered into Development
Agreement at Badarpur - Delhi on revenue share basis and Wadala Mumbai
(SRA Project - area share basis) through reputed Developers and a separate
segment wise activity is given in the Management Discussion and Analysis
Report which forms part of the Board's Report.

SALE OF PROPERTY SITUATED AT AZAMABAD, HYDERABAD,
TELANGANA:

The Company was holding leasehold Plot No. 4, Municipal No.1-8-675,
admeasuring about 18,311.57 Sq. Yards equivalent to 15,310.80 Sq. Mtrs.
at Azamabad Industrial Area, Azamabad, Hyderabad. The Govt. of Telangana
issued G.O.Ms.No.19 dated 29th August, 2023 for granting freehold rights
to the existing lessees. Accordingly, the Company has obtained freehold
rights by paying the conversion charges including Stamp duty, Transfer
Duty, Registration Fees & Mutation fees etc. of ' 107.38 Crores under
the registered Deed of Sale/Conveyance executed between The Govt. of
Telangana and the Company.

The Company through bidding process has sold the Plot No. 4 after
obtaining freehold rights for a total sale consideration of ' 173.96 Crores
to ASBL Private Limited (formerly known as Ashoka Builders India Private
Limited) on 30th December, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (‘Listing Regulations'), a detailed review of operations,
performance and future outlook of the Company and its business is given in
the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors
on its compliance forms part of this Annual Report. The Company
acknowledges its responsibilities to its Stakeholders and believes that
Corporate Governance helps to achieve commitment and goals to
enhance stakeholder's value by focusing towards all stakeholders. The
Company maintains highest level of transparency, accountability and good
management practices through the adoption and monitoring of corporate
strategies, goals and procedures to comply with its legal and ethical
responsibilities. The Company is committed to meeting the aspirations of
all its stakeholders.

The Company is fully committed to and continues to follow
procedures and practices in conformity with the Code of Corporate
Governance enshrined in Regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V
and all other applicable Regulation(s) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed report on Corporate Governance forms part of this Report. The
Statutory Auditor's Certificate as per the requirements of Para E of Schedule
V and all other applicable Regulation(s) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
on compliance with Corporate governance requirements by the Company is
attached to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The applicability of Business Responsibility and Sustainability Report for
the financial year 2025-26 as required in terms of Regulation 34(2)(f) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
does not apply to the Company. The Company on voluntary basis prepared
the BRSR and which forms part of the Annual Report.

GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Item No. XI of the Report of
Corporate Governance forming part of the Annual Report.

LISTING FEES:

The Equity Shares of the Company are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE). The Company
has paid the applicable listing fees to the above Stock Exchanges for the
financial years 2025-26 and 2026-27. The Company's shares are traded
in dematerialized segment for all investors compulsorily and the Company
had entered into agreements with the Central Depository Services (India)
Limited (CDSL) and National Securities Depository Limited (NSDL) for
custodial services. The Company has paid Annual Custodial Fees to the
above Depositories for the financial years 2025-26 and 2026-27.

FIXED DEPOSIT / PUBLIC DEPOSITS:

During the year under review the Company has not accepted or invited any
fixed deposits from the public and there were no outstanding fixed deposits
from the public as on the Balance Sheet date.

The Company has not accepted any deposits from the public falling within
the ambit of Section 73 and covered under Chapter V of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2025-26 (previous year NIL).

INSURANCE:

All the insurable interests of the Company including inventories, buildings,
factories, plant and machineries and liabilities are adequately insured.

CREDIT RATINGS:

During the year, Infomerics Valuation and Rating Limited has reviewed
and Upgraded its rating for Long Term Bank facilities as IVR A/Stable (IVR
Single A with Stable Outlook), Short Term Bank facilities as IVR A1 (IVR A
One), Long Term/Short Term Bank Facilities as IVR A/Stable / IVR a1 (IVR
Single A with Stable Outlook / IVR A One), Proposed Long Term/Short Term
Bank Facilities as IVR A/Stable / IVR A1 (IVR Single A with Stable Outlook/
IVR A One).

The details of Credit Ratings reviewed and Upgraded during the year by
Infomerics Valuation and Rating Limited are uploaded on website of the
Company at below web-link: https://indianhumepipe.com/wp-content/
uploads/2026/01/Creditrating.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Financial Statements for the year ended 31st March, 2026.

CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under Corporate Social Responsibility (CSR),
the Corporate Social Responsibility Committee (CSR Committee)
has formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by the Board and are in
accordance with Schedule VII of the Companies Act, 2013.

The Company is committed towards the “Corporate Social Responsibility
(CSR)” initiatives as per the requirement of Section 135 of the Companies
Act, 2013 (“Act”). The details of the composition of the Corporate Social
Responsibility (CSR) Committee are disclosed in the Corporate Governance
Report forming part of this Annual Report.

The Corporate Social Responsibility (CSR) Policy of the Company and the
CSR programs/activities undertaken during the financial year 2025-26 are
set out in “Annexure A” and forms part of the Board's Report. For other
details of the CSR Committee, please refer to the Corporate Governance
Report which forms part of this report. The policy is available on the
website of the Company (www.indianhumepipe.com) at the below link:
http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_
Governance/CSRPolicyR.pdf

Under CSR initiatives for the financial year 2025-26, the Company has
promoted various initiatives to support health and preventive health care
including medical aid in the community as well as contributed for promoting
education. The Company's CSR projects or programs or activities will
be identified and implemented according to the Board's approved CSR
policy. The CSR programs and the contribution on the CSR activities and
the CSR policy were approved by the CSR committee and the Board.

In accordance with Section 135, Rules thereunder and Schedule VII of the
Companies Act, 2013 during the financial year 2025-26, the Company had
undertaken CSR activities and incurred CSR contribution and donated/
spent ' 1,95,04,875/- (Rupees One Crore Ninety Five Lakhs Four Thousand
Eight Hundred Seventy Five only) out of the committed CSR obligations of
' 1,95,18,767/- (Rupees One Crore Ninety Five Lakh Eighteen Thousand
Seven Hundred Six!ty Seven only). The Company has made short spent
of ' 13,892/- (Rupees Thirteen Thousand Eight Hundred Ninety Two
only) the said short contribution of FY 2025-26 will be set off / adjusted
from carried forward excess CSR spent amount of ' 60,563/- of last FY
2024-25. The net balance of excess CSR expenditure / contribution of
' 46,671/- for FY 2024-25 will be carried forward and adjusted over the next
two consecutive financial years in accordance with applicable provisions
subject to compliance with the conditions stipulated under Rule 7(3) of the
Companies (cSr Policy) Rules, 2014.

RISK MANAGEMENT:

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted a Risk Management Committee. The
details are given in the Corporate Governance Report forming part of the
Board's Report. The Company has a Risk Management Policy to identify,
assess, evaluate, monitor and mitigate risks. The risk framework defines
the risk management approach across the enterprise at various levels
including documentation and reporting.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The management continuously reviews the internal control systems
and procedures for the efficient conduct of the Company's business.
The Company adheres to good practices with respect to transactions
and financial reporting and ensures that all its assets are appropriately
safeguarded and protected against the losses.

Internal Control Systems are implemented to safeguard the Company's
assets from loss or damage, to keep constant check on the cost structure,
to prevent revenue leakages, to provide adequate financial and accounting
controls and to implement Indian Accounting Standards (Ind AS).

The Company has an Internal Audit Department headed by General Manager,
Internal Audit. The Internal Audit Department monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies
at all locations of the Company. The Audit Committee regularly reviews
the audit findings and corrective measures taken thereon to ensure the
efficacy of the internal control process. Based on the report of internal audit
function, the Management undertakes corrective action in their respective
areas and thereby strengthen the controls.

ADEQYACY OF INTERNAL FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS:

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed
by the internal, statutory and secretarial auditors and external consultants
and the reviews performed by management and the Audit Committee,
the Board is of the opinion that the Company's internal financial controls
were adequate and effective with reference to the financial statements /
information complying with the applicable accounting standards for the
financial year ended 31st March, 2026.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted and established a vigil mechanism named
“Whistle Blower Policy (WBP)” for directors and employees of the
Company to report genuine concerns and to deal with instance of fraud
and mismanagement, if any, {in compliance with provisions of Section 177
(10) of the Companies Act, 2013 and Regulation 22 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015}. The Company has Vigil Mechanism administered by
the Audit Committee. The Policy provides for adequate safeguards against
victimization of employees, who avail of the mechanism and provides to
employees' direct access to the Chairman of the Audit Committee. It is
affirmed that no personnel of the Company have been denied access to
the Audit Committee. The details of the Vigil Mechanism Policy / Whistle
Blower Policy are explained in the Corporate Governance Report and also
available on the Company's website (www.indianhumepipe.com) at the
below web-link: https://www.indianhumepipe.com/Portals/0/images/pdf/
Corporate_Governance/VIGIL.pdf

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

Attracting, retaining and developing talent continued to be a focus area
for the Company. The increased focus on capability enhancement and
employee engagement had a positive impact on talent retention as reflected
in the lower attrition levels. The Company has total employee strength of
1,484 as on 31st March, 2026. Employee Relations continued to be cordial
at all levels.

STAKEHOLDERS RELATIONSHIP:

Stakeholders' relations have been cordial during the year. As a part of
compliance, the Company has constituted Stakeholders Relationship
Committee in compliance with the provisions of Section 178 of the
Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to consider and resolve
the grievances of security holders of the Company. There were no investors'
grievances pending as on 31st March, 2026. The confirmation to this effect
has been received from M/s. MUFG Intime India Pvt. Ltd. (formerly known
as Link Intime India Pvt. Ltd.), Registrar and Share Transfer Agent of the
Company.

ENHANCING SHAREHOLDERS VALUE:

The Company believes that its Members are among its most important
stakeholders. Accordingly, the Company's operations are committed
to the pursuit of achieving high levels of operating performance and
cost competitiveness, consolidating and building for growth, enhancing
the productive asset and resource base and nurturing overall corporate
reputation. The Company is also committed to creating value for its other
stakeholders by ensuring that its corporate actions positively impact
the socio-economic and environmental dimensions and contribute to
sustainable growth and development.

BUSINESS RISK MANAGEMENT:

Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) (Second Amendment) Regulations, 2021, vide Notification
dated 5th May, 2021 has amended the requirement of Regulation 21(5) shall
be applicable to top 1,000 (which was earlier 500) listed entities by market
capitalization as at the end of the immediate previous financial year.

The Company has already voluntarily constituted the Risk Management
Committee, which has now been mandatory for top 1,000 companies as
per the SEBI Notification dated 5th May, 2021. To identify elements of risk in

different areas of operations and to follow better Corporate Governance in
the true letter and spirit, the Company has voluntarily constituted the Risk
Management Committee of the Board. The details of the Committee and its
terms of reference are set out in the Corporate Governance Report forming
part of the Annual Report.

The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives.

The Company has a robust Risk Management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company's competitive advantage. Risk Management
Committee provides assistance to the Board of Directors in fulfilling
its objective of controlling / monitoring various risks prevailing in the
functioning of the Company in day to day life of the Company.

PARTICIPATION IN THE GREEN INITIATIVE:

The Company continues to wholeheartedly participate in the Green Initiative
undertaken by the Ministry of Corporate Affairs (MCA) for correspondences
by Corporate to its Members through electronic mode. All the Members
are requested to join the said program by sending their preferred e-mail
addresses to their Depository Participant. In commitment to keep in line
with the Green Initiative and going beyond it to create new green initiatives,
electronic copy of the Annual Report along with Notice of 100th Annual
General Meeting of the Company will be sent to all Members whose email
addresses are registered with the Company/ Depository Participant(s). For
members who have not registered their e-mail addresses, are requested
to register the same with their respective Depository Participants. For this
financial year physical copies of Annual Report 2025-26 will be sent to
those members who specifically request the same.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS/ TRIBUNALS, IF ANY:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014,
it is confirmed that during the Financial Year under review, there are no
significant material orders passed by the Regulators/ Courts/ Tribunals
which would impact the going concern status of the Company and its future
operations.

DISCLOSURE UNDER SECTION 164(2) AND CONFIRMAITON OF
REGISTRATION OF INDEPENDENT DIRECTRORS WITH INDEPENDENT
DIRECTORS DATABANK:

None of the Directors of the Company are disqualified from being appointed
as Directors as specified under Section 164(2) of the Companies Act, 2013.

As required under Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Independent Directors have completed the
registration with Independent Directors Databank.

DIRECTORS:

In accordance with provisions of the Companies Act, 2013 and the Articles
of Association of the Company Ms. Anima B. Kapadia, Director of the
Company, retires by rotation at the ensuing 100th Annual General Meeting
and being eligible offers herself for re-appointment.

The Profile of Directors seeking appointment/re-appointment pursuant to
Regulation 36 of the Listing Regulations is included in the Notice of 100th
Annual General Meeting of the Company.

Ms. Anima B. Kapadia (DIN:00095831), Non-Executive Non-Independent
Director, was appointed on the Board of the Company on 27th July, 2001.
Ms. Anima B. Kapadia will attain the age of 75 years on 4th July, 2026, hence
approval for re-appointment of her directorship as retire by rotation by way
of Special Resolution is placed before the members in order to comply with
Section 152(6) of the Companies Act, 2013 and the Regulation 17(1A) of
Listing Regulations at the ensuing AGM of the Company.

The continuation of appointment of Ms. Anima B. Kapadia (DIN: 00095831)
as the Non-Executive Non-Independent Director of the Company, upon
her attaining the age of 75 years on 4th July, 2026 in accordance with
Regulation 17(1A) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“Listing Regulations”), was approved by passing the Special Resolution
by the Members at the 99th Annual General Meeting of the Company held
on 1st August, 2025. Based on this approval by Members of the Company
by way of Special Resolution, Ms. Anima B. Kapadia (DIN: 00095831) can
continue as the Non-Executive Non-Independent Director of the Company
on attaining the age of seventy five (75) years, i.e. on 4th July, 2026 till
the ensuing Annual General Meeting of the Company to be held in the
year 2026, where she is liable to retire by rotation and offer herself for
re-appointment according to Section 152(6) of the Companies Act, 2013.

Ms. Anima B. Kapadia (DIN: 00095831) has confirmed that she is not
disqualified from being appointed or continuing as Director, in terms of the
provisions of Section 164 (2) and other applicable provisions, if any, of
the Companies Act, 2013 and she is not debarred to hold the office of
a Director by virtue of any order passed by SEBI or any other authority.
Ms. Anima B. Kapadia (DIN: 00095831), Non-Executive Non-Independent
Director of the Company, has submitted her consent to / offer herself for
being re-appointed as Non-Executive Non-Independent Director of the
Company pursuant to Section 152(6) of the Companies Act, 2013.

Apart from being a Non-Executive Non-Independent Director on the Board,
Ms. Anima B. Kapadia is also the Chairperson of Stakeholders Relationship
Committee and has been effectively performing her duties and providing
valuable guidance to the Company on key strategic matters from time to
time. Ms. Kapadia is B.A. L.L.B from Mumbai University and a Solicitor.
She is an eminent Solicitor and Advocate practicing before various High
Courts in the country and the Supreme Court of India. She has a vide
experience in the field of Law. She is the Sole Proprietress of Daphtary
Ferreira & Divan, a firm of Advocates and Solicitors in Mumbai. Daphtary
Ferreira & Divan is one of the Solicitors Firm of the Company. The Company
is availing the legal services of Daphtary Ferreira & Divan from the past
many years.

Ms. Anima B. Kapadia (DIN: 00095831) who attains the age of seventy
five years on 4th July, 2026, the Board is of the opinion that Ms. Anima B.
Kapadia's rich and diverse experience is a valuable asset to the Company
which adds value and enriched point of view during Board discussions and
decision making. She is also a person of integrity who possesses required
expertise and her association as Non-Executive Non-Independent Director
will be of immense benefit to the Company. The Board is of the opinion
of continuation of Ms. Anima B. Kapadia's Directorship is of immense
benefit to the Company. As per Section 152(6) of the Companies Act, 2013
and the Regulation 17(1A) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board approved and recommend to the Members of the Company for re¬
appointment of Ms. Anima B. Kapadia (DIN: 00095831), Non-Executive
Non-Independent Director of the Company, liable to retire by rotation.

Details of the proposal for appointment/re-appointment of directors are
given in the Notice of AGM.

None of the Directors and Key Managerial Personnel of the Company have
any pecuniary relationships or transactions with the Company, other than
salary, commission, sitting fees, reimbursement of expenses incurred by
them for attending the meetings of the Company and in case of Ms. Anima
B. Kapadia, Non-Executive, Non-Independent Director of the Company and
Sole Proprietor of M/s. Daphtary Ferreira and Divan, Solicitor and Advocate
of the Company, the payment of professional fees in the capacity as
Advocate and Solicitor.

INDEPENDENT DIRECTORS / STATEMENT OF DECLARATION BY
INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE
COMPANIES ACT, 2013 AND REGULATIONS 16(1)(b) AND 25(8) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 AND CONFIRMATION OF REGISTRATION WITH
INDEPENDENT DIRECTORS DATABASE:

The Independent Directors have given declarations to the Company
under provision of Section 149 (7) of the Companies Act, 2013 (‘Act'),
they meet the criteria of independence provided under Section 149(6)
of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations').

The Board of Directors of the Company confirms that the Independent
Directors fulfil the conditions specified in Section 149(6) of the Act
and Regulations 16(1)(b) and 25 (8) of the Listing Regulations and are
Independent of the management. In the opinion of the Board of Directors,
all the Independent Directors possess requisite qualifications, experience,
expertise and integrity for the purpose of Rule 8(5)(iii a) of the Companies
(Accounts) Rules, 2014 and fulfil the criteria of independence as provided
under the Act, rules made thereunder and the Listing Regulations. List of
key skills, expertise and core competencies of the Board is provided in the
Corporate Governance Report forming part of this Annual Report.

The Board of Directors of the Company confirms that the Independent
Directors have given their confirmation / declaration to the Company, that
in terms of Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, they have registered themselves with the
Independent Director's database maintained by the Indian Institute of
Corporate Affairs.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company has a program to familiarize Independent Directors with
regard to their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, the business model of the
Company, etc. The purpose of Familiarization Programme for Independent
Director is to provide insights into the Company to enable the Independent
Directors to understand its business in depth and contribute significantly
to the Company. The Company has carried out the familiarization
programme for Independent Directors. The Familiarization Programme
imparted to Independent Directors in terms of Regulation 25(7) of the
Securities and Exchange Board of India (Listing Regulations and Disclosure
Requirements) Regulations, 2015, is available on the Company's website
(www.indianhumepipe.com) at the below web-link:

https://indianhumepipe.com/wp-content/uploads/2026/04/FAM_

PROGRAM.pdf

Independent Directors are briefed with respect to the developments that are
taking place in the Company and its operations.

CODE OF CONDUCT:

All the Directors and Senior Management Personnel (‘SMP') of the Company
under SEBI Listing Regulations have affirmed compliance with the Code of
Conduct of the Company.

KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in Key Managerial
Personnel (KMP) of the Company. Pursuant to provisions of Sections 2(51)
and 203 of the Companies Act, 2013 read with Rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Key Managerial Personnels of the Company as on 31st March, 2026 are
Mr. Rajas R. Doshi, Chairman & Managing Director, Mr. Mayur R. Doshi,
Vice-Chairman & Joint Managing Director, Mr. M. S. Rajadhyaksha, Vice
President - Chief Financial Officer and Mr. Niraj R. Oza, Vice President -
Company Secretary & Legal.

ANNUAL EVALUATION OF PERFORMANCE / BOARD EVALUATION
CRITERIA:

The Company believes that systematic evaluation contributes significantly
to improved performance at the three levels; organizational, Board and
Individual Board Member. It encourages the leadership, teamwork,
accountability, decision making, communication and efficiency of the
Board. Evaluation also ensures teamwork by creating better understanding
of Board dynamics, management relations and thinking as a group within
the Board. The process includes multi layered evaluation based on well-
defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013 and
Regulations 17(10), 25(4) and all other applicable Regulation(s) of
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors have carried out
annual evaluation of its own performance, Board Committees, individual
Directors, Chairperson of the Company.

As required under Regulation 25 of the Listing Regulations, a separate
meeting of the Independent Directors of the Company was also held on
12th February, 2026 to evaluate the performance of the Chairman, Non¬
Independent Directors and the Board as a whole and also to assess
the quality, quantity and timeliness of flow of information between the
management of the Company and the Board.

The performance of the Board / Committee was evaluated after seeking
inputs from all the Directors / Committee members on the basis of the defined
criterial including composition and structure effectiveness of meeting,
information and functioning. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director
being evaluated, on the basis of following evaluation criteria:

• Relevant knowledge, expertise and experience.

• Devotion of time and attention to the Company's long-term strategic
issues.

• Discussing and endorsing the Company's strategy.

• Addressing the most relevant issues for the Company.

• Professional conduct, ethics and integrity.

• Understanding of duties, roles and function as Independent Director.

The Directors have expressed satisfaction to the evaluation process.

The manner in which the evaluation has been carried out has been explained
in detail in the Corporate Governance Report, forming part of this Annual
Report.

BOARD COMMITTEES:

The Board of Directors of the Company had constituted various Committees
and approved their terms of reference/role in compliance with the provisions
of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) viz.
Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and
Risk Management Committee.

The composition of the Audit Committee as given in the Corporate
Governance Report is in accordance with Section 177 of the Companies
Act, 2013, Rules framed thereunder and Listing Regulations. The members
of the Audit Committee are financial literate and have experience in financial
management. All the recommendations made by the Audit Committee have
been accepted by the Board of Directors.

INDEPENDENT DIRECTORS’ MEETING:

In terms of Section 149, Schedule IV of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,
separate meeting of the Independent Directors was held on 12th February,
2026 without the attendance of Non-Independent Directors and Members
of Management of the Company and reviewed the:

i) performance of Non-Independent Directors and the Board of Directors
of the Company as a whole;

ii) performance of the Chairman of the Company, taking into account the
views of Executive and Non-Executive Directors;

iii) assessed the quality, quantity and timeliness of flow of information
between the Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the separate meeting of the
Independent Directors.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration
Committee had formulated and adopted the Nomination & Remuneration
Policy for selection and appointment of Directors, Senior Management and
their remuneration. In compliance with the provision of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy of the Company includes qualifications, positive attributes
and independence of a directors and policy relating to the remuneration of
Directors, Key Managerial Personnel and other employees is framed with
the object of attracting, retaining and motivating talent which is required to
run the Company successfully. The Nomination and Remuneration Policy
of the Company is annexed as Annexure - D.

The policy is available on the website of the Company (www.indianhumepipe.
com) and at the below web-link:

http://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_

Governance/Nom_Rem_Policy.pdf

NUMBER OF MEETINGS:

Annual programme of Board and Committee meetings is circulated in
advance to the Directors.

During the year under review, five Board Meetings were held as under:

14th May, 2025, 12th June, 2025, 12th August, 2025, 10th November, 2025
and 12th February, 2026.

During the year under review, five Audit Committee meetings were held as
under:

14th May, 2025, 12th June, 2025, 12th August, 2025, 10th November, 2025
and 12th February, 2026.

The Composition of Audit Committee is as under:

Sr.

No.

Name of the Member

Category

1.

Mr. Nandan S. Damani

Chairman

2.

Ms. Sucheta N. Shah

Member

3.

Mr. Ashish G. Vaid

Member

4.

Mr. Rohit R. Dhoot

Member

Further a meeting of Nomination & Remuneration Committee, a meeting
of Corporate Social Responsibility Committee, a meeting of Stakeholders
Relationship Committee and two meetings of Risk Management Committee
were held, the details of which are given in the Corporate Governance
Report. During the year the maximum gap between any two consecutive
meetings of the Board did not exceed one hundred and twenty days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed
by the Internal Auditors, Statutory Auditors and Secretarial Auditors,
including the Audit of Internal Financial Controls over financial reporting by
the Statutory Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of
the opinion that the Company's internal financial controls were adequate
and effective during Financial Year 2025-26.

To the best of their knowledge and belief and according to the information
and explanation obtained by them, the Directors make the following
statements in terms of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, that:

a) in the preparation of the Annual Accounts for the financial year ended
31st March, 2026, the applicable Accounting Standards and Schedule
III of the Companies Act, 2013 have been followed along with proper
explanation relating to material departures, if any.

b) appropriate accounting policies have been selected and applied them
consistently and made judgments 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 31st March, 2026 and of the profit of the Company
for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

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

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

STATUTORY AUDITORS:

The Auditors' Report to the Members on the Financial Statements of the
Company for the financial year ended 31st March, 2026 is a part of the
Annual Report. The Auditors Report for the financial year 31st March, 2026
does not contain any qualification, reservation or adverse remark. During
the financial year 2025-26 the Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no details are required to be disclosed
under Section 134 (3) (ca) of the Act.

The Members of the Company had at the 96th Annual General Meeting
held on 28th July, 2022 appointed M/s. K. S. Aiyar & Co. (ICAI Firm
Registration No. 100186W), Chartered Accountants, Mumbai, bearing ICAI
Firm Registration No.100186W, as Statutory Auditors of the Company to
hold office for a term of five (5) consecutive years commencing from the
conclusion of 96th Annual General Meeting (AGM) till the conclusion of
101st Annual General Meeting of the Company to be held in the year 2027.
M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, will complete their
first term on the conclusion of 101st AGM of the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors confirm that the Secretarial Standards issued by the Institute
of Company Secretaries of India, have been complied with. The Company
has complied with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

SECRETARIAL AUDITOR’S REPORT:

Secretarial Audit for the financial year ended 31 st March, 2026 was
conducted by M/s. JHR & Associates, Practising Company Secretaries,
(ICSI Firm Registration No. S2015MH296800) pursuant to the provisions
of Section 204 of the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(“Rules”). The Report of the Secretarial Auditor is annexed as “Annexure B”.

During the financial year 2025-26 the Secretarial Auditors had not reported
any matter under Section 143(12) of the Act, therefore no details are
required to be disclosed under Section 134(3) (ca) of the Act.

In accordance with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained, Annual Secretarial
Compliance Report for the financial year ended 31 st March, 2026 from
the Practising Company Secretaries and submitted the same to the Stock
Exchanges.

During the year 2025-26, the Company has complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries
of India.

SECRETARIAL AUDITORS:

The Members of the Company had at the 99th Annual General Meeting
held on 1st August, 2025 appointed M/s. JHR & Associates, Practising
Company Secretaries (ICSI Firm Registration No.: S2015MH296800),
a Peer Reviewed Company Secretaries Firm as the Secretarial Auditors
of the Company to hold office for a term of five (5) consecutive years
commencing from the conclusion of 99th Annual General Meeting (AGM)
till the conclusion of 104th AGM (i.e. from financial year 2025-26 up to
financial year 2029-30), to undertake secretarial audit as required under the
Act and SEBI Listing Regulations and issue the necessary secretarial audit
report for the aforesaid period.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor
have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee and / or to the Board under
Section 143(12) of the Companies Act, 2013 details of which needs to be
mentioned in this Report.

IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of
one-time settlement of the Company with any bank or financial institution.

COST AUDITOR:

The provision of Section 148(1) of the Companies Act, 2013 are applicable
to the Company and accordingly the Company has maintained cost
accounts and records in respect of the applicable products for the financial
year ended 31st March, 2026.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and
as per Companies (Cost Records and Audit) Rules, 2014 and amendments
thereof, the Board of Directors on the recommendation of the Audit
Committee at its meeting held on 14th May, 2026, has approved the re¬
appointment of Mr. Subodh C. Mawalankar, Cost Accountant, Membership
No.9041 as Cost Auditor to conduct the audit of the Cost Accounts /
Records of the Company pertaining to products following under HSN code
73059010 (MS Pipe) and Joint-Rings, 73069011 (BWSC) and 73053110
(PCCP) for the financial year ending 31st March, 2027 (i.e. financial year
2026-27) at a remuneration of ' 1.50 Lakhs plus GST and out of pocket
expenses.

The Company has received written consent and eligibility certificate from
Cost Auditor stating that the re-appointment will be in accordance with the
applicable provisions of the Companies Act, 2013 and the Rules thereunder.

A proposal for ratification of remuneration of the Cost Auditor for the
financial year 2026-27 is placed before the shareholders for approval at the
ensuing 100th Annual General Meeting of the Company.

The Report of the Cost Auditors for the financial year ended 31 st March,
2026 is under finalization and shall be filed with the Ministry of Corporate
Affairs within the prescribed time period.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, is annexed as “Annexure C”.

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during
the financial year under review with related parties were in the ordinary
course of business and on an arm's length basis and is in compliance with
the applicable provisions of the Act and the Listing Regulations. During the
year, there are no materially significant related party transactions entered by
the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest
of the Company at large. There were no materially significant Related
Party Transactions made by the Company during the year that required
shareholders' approval under Regulation 23 of the Listing Regulations.

The Company has formulated a policy on Related Party Transactions,
which is uploaded on the Company's website (www.indianhumepipe.com)
at the below web-link:

https://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_

Governance/Related_party_Policy.pdf.

The policy deals with review and approval of related party transactions.
The Board of Directors have approved the criteria for making the omnibus
approval by the Audit Committee within the overall frame work of the policy
on related party transactions. Omnibus approval is obtained for related
party transactions, which are of repetitive nature and in the ordinary course
of business and on an arm's length basis.

All related party transactions are placed before the Audit Committee for
review and approval. Mr. Rajas R. Doshi, Chairman and Managing Director
and Mr. Mayur R. Doshi, Vice-Chairman & Joint Managing Director are
having credit balances of ' 0.99 Lakh and ' 0.50 Lakh respectively as of
31st March, 2026 with the Company in current account.

There are no transactions with related parties to be reported in Form AOC-2.
All the related party transactions entered into during the year under review
were in the ordinary course of business and on an arm's length basis.

The disclosure of transactions including with related party belonging to the
Promoter/Promoter Group which holds 10% or more shareholding in the
Company as per format prescribed in the Accounting Standards for annual
results is given in note No.2.32 to the Notes to Accounts.

ANNUAL RETURN:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return as on 31st March, 2026 is available on the
website of the Company at the below web-link:

https://indianhumepipe.com/wp-content/uploads/2026/06/AnnexF2526.
pdf and accordingly the extract is not published in the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197
of the Act is attached as “Annexure E”.

The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection and any Member interested in obtaining a copy of the
same may write to the Share Department.

INDUSTRIAL RELATIONS:

Management has successfully negotiated and settled the demands of
workmen working at our Karari & Kanhan factories.

During the financial year 2025-26, the industrial relations with the workmen
working at various units of the company were by and large peaceful and
normal.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE {DISCLOSURE
AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013}:

The Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through various
policies and practices. The Company always endeavors to create and provide
an environment that is free from discrimination and harassment including
sexual harassment. The Company has adopted a policy on Prevention of
Sexual Harassment at Workplace which is in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The policy aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting and
prevention of undesired behavior. An Internal Complaints Committee (“ICC”)
has been set up from the senior management (with women employees
constituting the majority) which is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the
Policy. All employees (permanent, contractual, temporary, trainees) are
covered under the policy.

During the financial year under review, the Company did not receive
any complaint of sexual harassment and no cases were filed under the
Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act).

The status of cases / complaint filed, disposed of and pending in respect
of Sexual Harassment of Women at Workplace for the financial year ended
as on 31st March, 2026 (i.e. from 1st April, 2025 to 31st March, 2026) as
given below:

Opening

Cases/

Cases/

Cases

Cases/

Cases/

complaint

complaint

pending for

complaint

complaint

filed during

disposed of

a period

Pending as

as on

the year

during the

exceeding

on

1st April,

ended

year ended

90 days

31st March,

2025

31st March,
2026

31st March,
2026

(from date
of receipt)

2026

Nil

Nil

Nil

Nil

Nil

MATERNITY BENEFITS (The Code on Social Security, 2020)

In accordance with the Maternity Benefit Act, 1961, the Company provides
statutory maternity benefits, including paid leave, medical benefits, and
related facilities for its female employees, and affirms complete compliance
with the provisions of the Maternity Benefit Act, 1961.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of the Companies Act, 2013
read with the Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 (‘IEPF Rules'), all unclaimed dividends
are required to be transferred by the Company to the IEPF, after completion
of seven (7) years. Further, according to IEPF Rules, the shares on
which dividend has not been claimed by the shareholders for seven (7)
consecutive years or more shall be transferred to the demat account of the
IEPF Authority.

During the year under review, the Company has transferred ' 13,55,543/-
of unclaimed dividend for the financial year 2017-18 (Final Dividend) to
IEPF Authority. In terms of Section 124(6) of the Companies Act, 2013 and
IEPF Rules, 2016, the Company has transferred 13,525 Equity Shares to
IEPF Authority of those shareholders who did not claim dividend for seven
consecutive years.

NODAL OFFICER:

Mr. Niraj R. Oza, Vice President - Company Secretary & Legal is the Nodal
Officer and Mr. Subhash L. Deshawal, Sr. Manager Secretarial is the
Deputy Nodal Officer for the purpose of verification of claims filed with
the Company in terms of IEPF Rules and for co-ordination with the IEPF
Authority. The said details are available on the website of the Company
www.indianhumepipe.com.

GENERAL:

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

2. Issue of shares (including sweat equity shares) to employees of the
Company. The Company does not have ESOS/ESOP Scheme for its
employees/Directors.

3. No fraud has been reported by the auditors to the Audit Committee or
the Board.

4. The Company does not have any scheme or provision of money
for the purchase of its own shares by employees / Directors or by
trustees for the benefit of the employees or Directors.

5. There were no proceedings made or pending under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time
settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

The Directors record their gratitude to the Investors, Shareholders,
Customers, Bankers, Financial Institutions, Business Associates,
Government Departments, Vendors, Sub-contractors, Regulatory
authorities and all other Stakeholders for their continued support and co¬
operation during the year.

The Directors also wish to place on record their appreciation of the services
rendered by the employees of the Company.

Wishing you all good health, wealth and prosperity.

For and on behalf of the Board of Directors

Rajas R. Doshi

Chairman & Managing Director
DIN:00050594

Registered Office:

Construction House, 2nd Floor,

5, Walchand Hirachand Road,

Ballard Estate, Mumbai - 400 001

Place : Mumbai
Date : 14th May, 2026