Indian Hume Pipe Company Ltd

BOARDS REPORT

To,

THE MEMBERS,

Your Directors are pleased to present to you the Annual Report on the business operations of the Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31^st March, 2024.

(As per Ind AS)

PERFORMANCE REVIEW:

Your 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 2023-24 under review, the Revenue from Operations was Rs.1,38,863.19 Lakhs as compared to Rs.1,54,288.46 Lakhs for the previous year. The profit before tax for the year was Rs.10,349.38 Lakhs as compared to Rs.7,237.74 Lakhs for the previous year. The profit after tax for the year was Rs.7,762.78 Lakhs as compared to Rs.5,570.31 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:

Your Directors are pleased to recommend a Dividend of Rs.1.50/- per equity share of face value of Rs.2/- each (75%) for the financial year ended 31^st March, 2024 as against Rs.1 per equity share of face value of Rs.2/- each for the previous financial year ended 31^st March, 2023. The Dividend, subject to the approval of the Members at the 98^th Annual General Meeting convened on 1^st August, 2024 will be paid on or after 6^th August, 2024 to those Members whose names appear in the Register of Members of the Company.

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.

TRANSFER TO RESERVES:

The Company do not propose to transfer any amount to General Reserve.

FINANCE:

During the year under review, liquidity position of your 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.

RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS TO PROMOTERS AND PROMOTER GROUP OF THE COMPANY AND CORRESPONDING CHANGE IN SHARE CAPITAL OF THE COMPANY:

During the year under review, in compliance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the Rules thereunder and other applicable provisions of laws, the Company had issued and allotted 42,34,600 equity shares of face value of Rs.2/- each, at an issue price of Rs.141.69 per equity share (including a premium of Rs.139.69 per equity share), aggregating to Rs.60,00,00,474/- (Rupees Sixty Crores Four Hundred Seventy Four Only) for cash consideration on preferential basis to the Promoters and members of the Promoter Group of the Company. The Company had obtained Shareholders approval at the Extra Ordinary General Meeting held on 12^th June, 2023 and approvals from National Stock Exchange of India Limited and BSE Limited for listing and trading for the aforesaid issue of shares.

The entire proceeds of the issue aggregating to Rs.60,00,00,474/- (Rupees Sixty Crores Four Hundred Seventy Four Only) had been utilized for the purpose for which it was raised. There were no deviation(s) or variation(s) in the use of proceeds of the preferential issue from the specified objects of the issue.

Consequent to the above issue and allotment of equity shares, the issued, subscribed and paid-up share capital of your Company as on 31^st March, 2024 stood at Rs.10,53,63,540/- divided into 5,26,81,770 Equity Shares of Rs.2/- each.

INCOME TAX ASSESSMENT:

The Income tax assessment of your Company has been completed till assessment year 2022-23. The appeals filed by the Company, against the assessment orders for various financial years are pending with the Income Tax Appellate Authorities and Bombay High Court. The amount of total disallowance involved in various appeals is Rs.69,586.72 Lakhs.

Out of this amount of disallowance, the major disputed amount of Rs.39,116.90 Lakhs pertains to claim of deduction under section 80IA, regarding eligibility of deduction/exemption of profit earned from execution of infrastructure project and amount of disallowance of Rs.706.79 lakhs, pertains to the disallowances on account of land valuation of Wadala property and CSR expenses of earlier years. However, Tax of Rs.13,618.19 lakhs on disallowance of Rs.39,823.69 has been paid and provided fully in the books of accounts. Balance amount comprises of adhoc disallowance of Rs.29,763.03 lakhs for A.Y 2022-23.

The appeal filed by the Income Tax Department is pending in the Bombay High Court for A.Y 2003-04. 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 claim of Rs.1,068.27 Lakhs, has been made in the accounts.

FACTORIES:

During the year the Company has restarted its Miraj factory, Maharashtra. The total number of factories of the Company as at the end of the year under review stands at 19.

DEVELOPMENT OF THE COMPANY'S LAND PARCELS:

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

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Company has implemented Code of Conduct for all its Directors, Promoter & Promoter's Group, Designated Persons and their immediate relatives for dealing in the Company's shares. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Board's Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed hereto.

PUBLIC DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year 2023-24 (previous year NIL).

CREDIT RATINGS:

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

The details of Credit Ratings reviewed during the year by Infomerics Valuation and Rating Private Limited are uploaded on website of the Company at www.indianhumepipe.com

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 31^st March, 2024.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Policy of the Company and the CSR programs/activities undertaken during the financial year 2023-24 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 at link http://www.indianhumepipe.com/Portals/0/ images/pdf/Corporate_Governance/CSRPolicyR.pdf

In accordance with Section 135 of the Companies Act 2013, Rules thereunder and Schedule VII during the financial year 2023-24 the Company had undertaken CSR activities and incurred CSR expenditure and donated/spent Rs.1,39,90,198/- out of the committed CSR obligations of Rs.1,41,52,293/- and was unable to spend CSR expenditure of Rs.1,62,095/. Being non-ongoing CSR projects, the unspent CSR expenditure of Rs.1,62,095/- for F.Y 2023-24 will be contributed to the specified Fund/s within a period of six months from the end of the financial year 31^st March, 2024 i.e. on or before 30^th September, 2024 as required under second proviso to section 135(5) of the Companies Act, 2013, Rules thereunder and Schedule VII.

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 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. Based on the report of internal audit function, the Management undertakes corrective action in their respective areas and thereby strengthen the controls.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to the Financial Statements to provide reasonable assurances with regard to recording and providing financial information complying with the applicable accounting standards.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism administered by the Audit Committee. The Vigil Mechanism policy is posted on the Company's website.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

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

There are no significant material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of your Company and its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as per provisions of the Companies Act, 2013, rules thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and there has been no change in the circumstances which may affect their status as an Independent Directors during the year. 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 and that they are independent of the management.

During the year under review, the Board of Directors of the Company at their meeting held on June 19, 2023 had appointed Mr. Nandan Damani (DIN 00058396) as an Independent Director of the Company for a period of 5 years from w.e.f. 1^st August, 2023 to 31^st July, 2028. Mr. Rameshwar D. Sarda, Independent Director had completed his second consecutive term on August 3, 2023 i.e. at the 97^th AGM held on August 3, 2023.

Mr. Rajendra M. Gandhi and Mr. Vijay Kumar Jatia, Independent Directors of the Company will complete their second consecutive term as an Independent Director on 24^th July, 2024. The Board places on record their appreciation of the contribution made by them as Non-Executive Independent Directors of the Company during their long association with the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 16^th May, 2024, appointed Mr. Ashish Girdharilal Vaid (DIN:00086718) and Mr. Rohit Rajgopal Dhoot (DIN: 0016856) as an Independent Directors of the Company for a period of 5 years from 25^th July, 2024 to 24^th July, 2029, subject to approval of members at the ensuring 98^th Annual General Meeting of the Company.

Further, the Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 16^th May, 2024, appointed Mr. Mayur R. Doshi (DIN: 00250358) as Vice-Chairman & Joint Managing Director of the Company for a period of three years from 1^st July, 2024 to 30^th June, 2027, subject to approval of members at the ensuring 98^th Annual General Meeting of the Company.

In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company Ms. Jyoti R. Doshi, Director of the Company, retires by rotation at the ensuring 98^th 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Notice of 98^th Annual General Meeting of the Company.

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

Apart from the above there were no changes in Key Managerial Personnel (KMP) of the Company during the year under review. In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rajas R. Doshi, Chairman and Managing Director, Mr. Mayur R. Doshi, Executive Director, Mr. M. S. Rajadhyaksha, Vice President - Chief Financial Officer and Mr. S. M. Mandke, Vice President - Company Secretary.

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.

BOARD COMMITTEES:

The Board of Directors of your 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 Act, Rules 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.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p), 149(8), Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the circular dated 5^th January, 2017 issued by SEBI with respect to Guidance Note on Board Evaluation, annual performance evaluation of the Board as well as of the Committees of the Board and individual Directors have been carried out by the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman, Non-Independent Directors and Board was carried out by the Independent 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, the Independent Directors met on Wednesday, 20^th March, 2024 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 meeting.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of the Company, business overview etc.

The details of the familiarization program is available on the website of the Company.

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

REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee had formulated and adopted the Remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is available on the website of the Company at 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 five Board Meetings and five Audit Committee meetings were held as under: 16^th May, 2023, 19^th June, 2023, 10^th August, 2023, 9^th November, 2023 and 8^th February, 2024.

The Composition of Audit Committee is as under:

* Upto 03-08-2023 ** Appointed w.e.f. 04-08-2023

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Companies Act, 2013, the Directors state that:

a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, 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 31^st March, 2024 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 31^st March, 2024 is a part of the Annual Report. The Auditors Report for the financial year 31^st March, 2024 does not contain any qualification, reservation or adverse remark. During the financial year 2023-24 the Auditors had not reported any matter u/s 143 (12) of the Act, therefore no details are required to be disclosed u/s 134 (3) (ca) of the Act.

The Members of the Company had at the 96^th Annual General Meeting held on 28^th July, 2022 appointed M/s. K. S. Aiyar & Co., 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 96^th Annual General Meeting (AGM) till the conclusion of 101^st 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 101^st AGM of the Company.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS:

Secretarial Audit for the financial year ended 31 ^st March, 2024 was conducted by M/s. JHR & Associates, Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 (Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is annexed as "Annexure B".

The Board of Directors has re-appointed M/s. JHR & Associates, Company Secretaries as the Secretarial Auditors to conduct Audit of secretarial records of the Company for the financial year ending 31^st March, 2025. The Company has received written consent and eligibility certificate from them stating that the re-appointment will be in accordance with the applicable provisions of the Act and the Rules thereunder.

During the financial year 2023-24 the Secretarial Auditors had not reported any matter u/s 143(12) of the Act, therefore no details are required to be disclosed u/s 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, 2024 from the Practicing Company Secretaries and submitted the same to the Stock Exchanges.

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

COST AUDITOR

The Board of Directors on the recommendation of the Audit Committee 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 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 31^st March, 2025.

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.

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:

The Company has formulated a policy on Related Party Transactions, which is uploaded on the Company's website. 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, Executive Director are having credit balances of Rs.0.99 Lakhs and Rs.0.50 Lakhs respectively as of 31^st March, 2024 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:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at link http://www.indianhumepipe.com/Portals/0/images/pdf/ Corporate_Governance/AnnexF2324.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 D".

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 II factory and negotiations with workers working at IHP Choutuppal and IHP Kanhan factories are in progress. During the financial year 2023-24, 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:

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). As per the provisions of the Act, the Company has already formed Internal Complaints Committees to redress the grievances of women employees under the Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred Rs.16,42,169/- of unclaimed dividend for the financial year 2015-16 and 2016-17 (Interim Dividend) to IEPF Authority. In terms of Section 124(6) and IEPF Rules, 2016 of the Companies Act, 2013, the Company has transferred 38,330 equity shares to IEPF Authority of those shareholders who did not claim dividend for seven consecutive years.

NODAL OFFICER:

Mr. S.M. Mandke, Vice President - Company Secretary the Nodal Officer and Mr. Subhash L. Deshawal, Manager Secretarial 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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the financial year 2023-24 as required in terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of the Annual Report.

DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy of the Company is available on the Company's web site at www.indianhumepipe.com and a web-link is http:// www.indianhumepipe.com/Portals /0/images/pdf/Corporate_Governance/ Dividend_Distribution_Policy.pdf

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. 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:

Your Directors record their gratitude to the Shareholders, Customers, Bankers, Government Departments, Vendors, Sub-contractors and all other Stakeholders for their continued support and co-operation during the year.

Your 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.