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Indian Hume Pipe Company Ltd.

Directors Report

NSE: INDIANHUMEEQ BSE: 504741ISIN: INE323C01030INDUSTRY: Cement Products

BSE   Rs 417.15   Open: 421.80   Today's Range 407.45
421.80
 
NSE
Rs 417.30
+9.30 (+ 2.23 %)
+8.55 (+ 2.05 %) Prev Close: 408.60 52 Week Range 283.05
613.15
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2198.41 Cr. P/BV 2.54 Book Value (Rs.) 164.26
52 Week High/Low (Rs.) 614/281 FV/ML 2/1 P/E(X) 3.94
Bookclosure 18/07/2025 EPS (Rs.) 105.93 Div Yield (%) 1.39
Year End :2025-03 

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.

FINANCIAL RESULTS:

(As per Ind AS)

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

Year Ended
31-03-2025

Year Ended
31-03-2024

Revenue from Operations

1,49,123.14

1,38,863.57

Profit before Finance Cost, Depreciation, Amortisation & Tax

19,511.55

18,128.85

Less: Finance Costs

6,234.70

6,390.40

Depreciation & Amortisation

1,469.97

1,389.07

Profit before Exceptional Item and Tax

11,806.88

10,349.38

Add: Exceptional Item

54,522.05

0.00

Profit before Tax

66,328.93

10,349.38

Less: Provision for Taxation

10,523.69

2,586.60

Net Profit after Tax

55,805.24

7,762.78

Add/(Less): Other Comprehensive Income

(274.08)

157.86

Total Comprehensive Income carried out to Other Equity

55,531.16

7,920.64

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

DIVIDEND:

The Directors are pleased to recommend a total Dividend of ' 5.80
(Rupees Five and Eighty Paise only) per equity share of face value of
' 2/- each (290%) on 5,26,81,770 Equity Shares of the Company of
the face value of ' 2/- each; which comprises of normal dividend of
' 1.80 (Rupees One and Eighty Paise only) per equity share of face value
of ' 2/- each (90%) {as against ' 1.50 per equity share of face value of
' 2/- each (75%) for the previous financial year ended 31st March, 2024}
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
Yelahanka, Bengaluru for the financial year ended 31st March, 2025.The
total cash outflow of ' 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.

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2024-25, 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, 2024 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, 2025 was ' 1053.64 Lakhs divided into

5,26,81,770 Equity Shares of face value of ' 2/- each.

CHANGE IN AUTHORISED SHARE CAPITAL:

During the financial year 2024-25 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 2024-25 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 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.

INCOME TAX ASSESSMENT:

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 ' 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 ' 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 ' 392.59 Lakhs,
on the said claim of ' 1,068.27 Lakhs, has been made in the books of
account.

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

-

Adhoc disallowance of construction
expenses

56,863.71

Tax 14,312.29
Interest 3,188.44

300.00

Tax demand not provided in
books of accounts

Refer Note 2.43 to
Financial Statements

Other disallowances/ additions

2,810.03

Tax 1,367.08
Interest 278.48

0.00

Tax demand not provided in
books of accounts

Refer Note 2.43 to
Financial Statements

Total

99,497.43

32,764.48

13,918.19

FACTORIES:

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 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 YELLANKA, BENGALURU:

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 ' 559 Crores on 21st March, 2025. On transfer of the
land, Company has received the entire consideration amount of the sale.

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:

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:

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 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.

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 2024-25 (previous year NIL).

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 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

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, 2025.

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 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
' 1,65,03,650/- (Rupees One Crore Sixty Five Lakhs Three Thousand Six
Hunderd Fifty only) out of the committed CSR obligations of ' 1,64,43,087/-
(Rupees One Crore Sixty Four Lakhs Forty Three Thousand Eighty Seven
only). The excess CSR contribution of ' 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.

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, 2025.

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
1,512 as on 31st March, 2025. 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, 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.

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 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.

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:

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.

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://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.

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, 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.

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, 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.

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, 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.

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, 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. 24¬
07-2024.

** 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.

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 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:

Sr.

No.

Name of the Member

Category

1.

Mr. Nandan S. Damani

Chairman

2.

Ms. Sucheta N. Shah

Member

3.

Mr. Rajendra M. Gandhi *

Chairman

4.

Mr. Vijay Kumar Jatia *

Member

5.

Mr. Ashish G. Vaid **

Member

6.

Mr. Rohit R. Dhoot **

Member

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.

STATUTORY AUDITORS:

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.

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, 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.

SECRETARIAL AUDITORS:

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.

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, 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 ' 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.

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, 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.

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, 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.

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:

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.

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

Opening

Cases/

Cases/

Cases/

Cases/

complaint filed

complaint

complaint

complaint

during the year

disposed of

Pending as on

as on

ended

during the year

31st

1st April, 2024

31st March,
2025

ended
31st March,
2025

March, 2025

Nil

Nil

Nil

Nil

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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 ' 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.

NODAL OFFICER:

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.

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, 2025

 
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