Indian Hume Pipe Company Ltd

To,

The Members of,

The Directors are pleased to present Ninety Ninth 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, 2025.

The financial performance of the Company for the financial year ended 3181 March, 2025 is summarized below:

(' in Lakhs)

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 2024-25 under review, the Revenue from Operations was Rs. 1,49,123.14 Lakhs as compared to Rs. 1,38,863.57 Lakhs for the previous year. The profit before tax for the year was Rs. 66,328.93 Lakhs as compared to Rs. 10,349.38 Lakhs for the previous year. The profit after tax for the year was Rs. 55,805.24 Lakhs as compared to Rs. 7,762.78 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.

The Directors are pleased to recommend a total Dividend of Rs. 5.80 (Rupees Five and Eighty Paise only) per equity share of face value of Rs. 2/- each (290%) on 5,26,81,770 Equity Shares of the Company of the face value of Rs. 2/- each; which comprises of normal dividend of Rs. 1.80 (Rupees One and Eighty Paise only) per equity share of face value of Rs. 2/- each (90%) {as against Rs. 1.50 per equity share of face value of Rs. 2/- each (75%) for the previous financial year ended 31st March, 2024} and a Special Dividend of Rs. 4/- (Rupees Four only) per equity share of face value of Rs. 2/- each (200%) on account of sale of the Company's land at Yelahanka, Bengaluru for the financial year ended 31st March, 2025.The total cash outflow of Rs. 30,55,54,266 (Rupees Thirty Crores Fifty Five Lakhs Fifty Four Thousand Two Hundred Sixty Six only). The Dividend, subject to the approval of the Members at the 99th Annual General Meeting to be convened on 1st August, 2025 will be paid on or after 5th August, 2025 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, 1961, by the Finance Act, 2020, 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.

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.eom/Portals/0/images/pdf/Corporate_ Governance/Dividend_Distribution_Policy.pdf

During the financial year 2024-25, there was no change in the nature of business of the Company.

There have been no material changes and commitments since the close of the financial year, i.e. 31st March, 2024 till the date of signing of this Directors' Report, affecting the financial position of the Company.

The issued, subscribed and paid up Equity Share Capital as at 31st March, 2025 was Rs. 1053.64 Lakhs divided into 5,26,81,770 Equity Shares of face value of Rs. 2/- each.

During the financial year 2024-25 there was no change in the Authorised Share Capital of the Company.

During the financial year 2024-25 there was no change in the Paid-up Share Capital of the Company.

The Company has not transferred any amount from profit and loss to General Reserve during financial year 2024-25.

The position of tax demands in dispute as on March 31, 2025 are as under:

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.

The Income tax assessment of the Company has been completed till assessment year 2023-24. 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 Rs. 99,497.43 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 Rs. 1,068.27 Lakhs. However, in view of subsequent retrospective amendment made to Section 80IA by Finance Act, 2009, as an abundant caution, provision for the basic tax liability of Rs. 392.59 Lakhs, on the said claim of Rs. 1,068.27 Lakhs, has been made in the books of account.

(' in Lakhs)

The total number of factories of the Company as at the end of the year under review stands at 19.

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.

The Company through bidding process has sold its non-agricultural land situated at Venkatala Village, Yelahanka Hobli, Yelahanka Taluk, Bengaluru Urban District admeasuring 40,875.668 square meters to M/s Godrej SSPDL Green Acres LLP a subsidiary of Godrej Properties Ltd. for a total amount of Rs. 559 Crores on 21st March, 2025. On transfer of the land, Company has received the entire consideration amount of the sale.

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.

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 for the financial year 2024-25 as required in terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

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

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 2024-25 and 2025-26. 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 2024-25 and 2025-26.

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 2024-25 (previous year NIL).

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

During the year Infomerics Valuation and Rating Private Limited has reviewed and reaffirmed its rating for Long Term Bank facilities as IVR A-/Stable (IVR Single A minus with Stable outlook), Short Term Bank facilities as IVR A2+ (IVR A Two Plus), Long Term/Short Term Bank Facilities as IVR A-/Stable/IVR A2+ (IVR Single A Minus with Stable Outlook; IVR A Two Plus).

The details of Credit Ratings reviewed and reaffirmed during the year by Infomerics Valuation and Rating Private Limited are uploaded on website of the Company at https://indianhumepipe.com/wp-content/uploads/2025/03/ Creditrating.pdf

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, 2025.

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 2024-25 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 2024-25, 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 2024-25, the Company had undertaken CSR activities and incurred CSR contribution and donated/spent Rs. 1,65,03,650/- (Rupees One Crore Sixty Five Lakhs Three Thousand Six Hunderd Fifty only) out of the committed CSR obligations of Rs. 1,64,43,087/- (Rupees One Crore Sixty Four Lakhs Forty Three Thousand Eighty Seven only). The excess CSR contribution of Rs. 60,563/- (Rupees Sixty Thousand Five Hundred Sixty Three only) incurred during financial year 2024-25 which can be set off against the required 2% CSR contribution up to the immediately succeeding three financial years subject to compliance with the conditions stipulated under Rule 7(3) of the Companies (CSR Policy) Rules, 2014.

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.

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.

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, 2025.

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

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 1,512 as on 31st March, 2025. Employee Relations continued to be cordial at all levels.

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, 2025. 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.

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.

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.

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 99th 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 2024-25 will be sent to those members who specifically request the same.

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.

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.

During the year under review, the Board of Directors of the Company at their meeting held on 16th May, 2024 and pursuant to approval of members at Annual General Meeting held on 1st August, 2024, the Company had appointed Mr. Mayur R. Doshi (DIN: 00250358) as Vice-Chairman & Joint Managing Director of the Company for a period of three years from 1st July, 2024 to 30th June, 2027.

Mr. Mayur R. Doshi (DIN: 00250358) is a graduate in Electronics Engineering from Mumbai University and holds a Master's Degree in Computer Science from University of Southern California, USA. Before joining the Company in 2007, he had worked at Siebel Systems and Oracle Corporation, USA for 21/2 years. Mr. Mayur R. Doshi was appointed as General Manager of the Company w.e.f. 3rd December, 2007 and thereafter he was appointed as Executive Director of the Company w.e.f. 28th May, 2012.

Mr. Mayur R. Doshi is spearheading the Company's businesses in Maharashtra, Gujarat and Karnataka. He oversees the functions of R & D division, I.T Systems, Human Resources, Indirect Taxes (GST) Compliance systems and was instrumental in setting up and implementing ERP system for the Company. He is overseeing monetization of the Company's land parcels and has spearheaded the strategy and process of selecting Developers as well as negotiations of Development Agreements entered into with them. He has exhibited strong leadership qualities and acumen in steering the Company on growth path in the geographies under his leadership including expansion of manufacturing capacity by establishing new pipe manufacturing units in the Company's key markets.

In accordance with provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Mayur R. Doshi (DIN: 00250358), Vice-Chairman & Joint Managing Director of the Company, retires by rotation at the ensuring 99th Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Rajendra M. Gandhi (DIN: 00095753) and Mr. Vijay Kumar Jatia (DIN: 00096977) had completed their second term of five consecutive years as an Independent Directors on the Board of Directors of the Company on 24th July, 2024 and consequently they ceased to be an Independent Directors and Chairman / Members of the Committees of the Company where they were appointed with effect from the close of business hours on 24th July, 2024.

The Board of Directors of the Company at their meeting held on 16th May, 2024 and pursuant to approval of members at Annual General Meeting held on 1st August, 2024, the Company had appointed Mr. Ashish Girdharilal Vaid (DIN:00086718) as an Independent Director of the Company for a period of five consecutive years from 25th July, 2024 to 24th July, 2029.

Mr. Ashish Girdharilal Vaid is a Chartered Accountant from Institute of Chartered Accountants of India. He has been involved with the Ashish Group since 1986. He has an experience of over 3 decades in real estate development, and has successfully executed all the projects developed by the Ashish Group. Mr. Vaid has also been involved in business associations and social activities in Mumbai city throughout his career. On the business side, he has been the President of IMC Chamber of Commerce and Industry (2019-20). On the social side, he has been the President of Rotary Club of Bombay (2008-09). Additionally, he is on the board of several companies and charitable trusts. His deep knowledge and experience, in business and industry, assure sound decision making and continued success.

The Board of Directors of the Company at their meeting held on 16th May, 2024 and pursuant to approval of members at Annual General Meeting held on 1st August, 2024, the Company had appointed Mr. Rohit Rajgopal Dhoot (DIN: 00016856) as an Independent Director of the Company for a period of five consecutive years from 25th July, 2024 to 24th July, 2029. He is the Managing Director of Dhoot Industrial Finance Limited since 1994 and has an opulent experience of more than 30 years. When qualified, he achieved the distinction of being one of the youngest Chartered Accountants in the country.

Mr. Rohit Rajgopal Dhoot joined the management of Dhoot Industrial Finance Limited in 1988 as a director of the Company and was incharge of marketing and expansion of business. He has an all-encompassing background and experience in Finance, Investing, Banking, Mergers and Acquisitions, Strategic Planning, Restructuring Operations, Export Marketing, Trading and Logistics, International Business Relations and Collaborations & Joint Ventures.

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 shall attain the age of 75 years on 4th July, 2026, hence approval by way of Special Resolution is placed before the members in order to comply with the aforesaid Regulation 17(1A) of Listing Regulations in the ensuring AGM of the Company.

The Profile of Directors seeking appointment/re-appointment pursuant to Regulation 36 of the Listing Regulations is included in the Notice of 99th Annual General Meeting of the Company.

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.

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.

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://www.indianhumepipe.com/Portals/0/images/pdf/Corporate_Governance/Ind_Dir_Fam31032025.pdf

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

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.

During the year, Mr. S. M. Mandke, Vice President - Company Secretary (Company Secretary and Compliance officer and Key Managerial Personnel) had retired / superannuated from the Company on 31st December, 2024. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee in their meeting held on 13th November, 2024, had appointed Mr. Niraj R. Oza, Vice President - Company Secretary & Legal as the Company Secretary and Compliance officer and Key Managerial Personnel (KMP) of the Company w.e.f. 1st January, 2025 and the necessary intimation has been made to NSE & BSE. Mr. Niraj R. Oza, Vice President - Company Secretary & Legal has taken charge of the Secretarial Department and Legal Department of the Company with effect from 1st January, 2025.

Apart from the above there were no changes in Key Managerial Personnel (KMP) of the Company during the year under review. 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 Personnel of the Company as on 31st March, 2025 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.

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, 2025 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.

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.

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, 2025 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.

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

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

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

16th May, 2024, 19th June, 2024, 8th August, 2024, 13th November, 2024, 12th February, 2025 and 19th March, 2025.

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

16th May, 2024, 19th June, 2024, 8th August, 2024, 13th November, 2024 and 12th February, 2025.

The Composition of Audit Committee is as under:

* Ceased to be Independent Director on completion of 2nd term w.e.f. 2407-2024.

** Appointed as an Independent Director w.e.f. 25-07-2024.

Further two meetings 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.

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 2024-25.

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, 2025, 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, 2025 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.

The Auditors' Report to the Members on the Financial Statements of the Company for the financial year ended 31st March, 2025 is a part of the Annual Report. The Auditors Report for the financial year 31st March, 2025 does not contain any qualification, reservation or adverse remark. During the financial year 2024-25 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.

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 Audit for the financial year ended 31 st March, 2025 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 2024-25 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, 2025 from the Practising Company Secretaries and submitted the same to the Stock Exchanges.

During the year 2024-25, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with Section 204 of the Companies Act, 2013, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor for a term of 5 (five) consecutive years, with the approval of the Members at its ensuing Annual General Meeting of the Company.

In the light of the aforesaid, the Board of Directors on the recommendation of the Audit Committee of the Company at their meeting held on 14th May, 2025 have recommended the appointment of 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), subject to the approval of the Shareholders by way of Ordinary Resolution in ensuring 99th AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s. JHR & Associates, Practising Company Secretaries (ICSI Firm Registration No.: S2015MH296800), have confirmed that their appointment, if made, will comply with eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

The Company has obtained a written consent for such appointment along with a certificate from JHR & Associates confirming that they are not disqualified from being appointed as Secretarial Auditor of the Company.

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.

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.

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, 2025.

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, 2025, 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, 2026 (i.e. financial year 2025-26) at a remuneration of Rs. 1.20 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 2025-26 is placed before the shareholders for approval at the ensuing 99th Annual General Meeting of the Company.

The Report of the Cost Auditors for the financial year ended 31st March, 2025 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed time period.

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".

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 Rs. 0.99 Lakh and Rs. 0.50 Lakh respectively as of 31st March, 2025 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.

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, 2025 is available on the website of the Company at the below web-link:

https://indianhumepipe.com/wp-content/uploads/2024/11/AnnexF2425. pdf and accordingly the extract is not published in the Annual Report.

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.

During the financial year 2024-25, the industrial relations with the workmen working at various units of the Company were by and large peaceful and normal.

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, 2025 (i.e. from 1st April, 2024 to 31st March, 2025) as given below:

In accordance with the applicable provisions of Companies Act, 2013 read with 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 Rs. 14,91,653/- of unclaimed dividend for the financial year 2016-17 (Final Dividend) to IEPF Authority. In terms of Section 124(6) of the Companies Act, 2013 and IEPF Rules, 2016, the Company has transferred 20,501 equity shares to IEPF Authority of those shareholders who did not claim dividend for seven consecutive years.

Mr. Niraj R. Oza, Vice President - Company Secretary & Legal is the Nodal Officer and Mr. Subhash L. Deshawal, 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.

Mr. Niraj R. Oza, Vice President - Company Secretary & Legal the Nodal Officer was appointed w.e.f. 1st January, 2025 in place of Mr. S. M. Mandke, Vice President - Company Secretary, Nodal Officer had retired from service of the Company w.e.f. 31st December, 2024.

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.

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 cooperation 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.