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

financial results

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

(' in lakh)

(Figures have been rounded off)

*Previous period figures have been regrouped/re-arranged wherever considered necessary to confirm to the current year's classification.

operational review

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

A. Building Products Business

The Building Products Business revenue from operations stood at H 2,35,464 lakh in FY 2023-24 as against H 2,31,514 lakh in FY 2022-23. The business posted EBIT of H 21,443 lakh as against EBIT of H 17,441 lakh in FY 2022-23. Our Building Products segment sustained its upwards trajectory on the back of key initiatives undertaken by the division for the year which are as follows:

Sanitaryware and Faucet Business

Strengthened SKU's and Product Range

• Sanitaryware

- Launched over 60 new SKU's

- Introduced mid-premium fluidic design Agnese

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

• Faucets

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

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

- Launched 4 new OTC basins

Expanded Distribution and Retail Presence

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

Tiles

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

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

Plastic Pipes and Fittings

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

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

B. Consumer Appliances Business (CAB)

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

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

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

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

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

• Enhanced distribution channels and bolstered retail footprint

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

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

C. Retail Business (Retail)

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

material changes and commitments

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

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

change in the nature of business

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

subsidiaries, joint ventures and associate companies

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

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the consolidated financial statements of the Company and all its subsidiaries have been prepared, which form part of the Annual Report. (Please refer to the Consolidated Financial Statements Section of the Annual Report).

Further, a statement containing the salient features of the financial statements of the Company's subsidiaries in the prescribed format AOC-1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity. The statements provide the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company's website http:// www.hindwarehomes.com. These documents will also be available for inspection in the investors' section of the Company's website.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

https://www.hindwarehomes.com/pdf/Policy%20on%20

Material%20Subsidiaries.pdf

share capital

During the year under review, the Company did not issue equity shares. Accordingly, the paid-up equity share capital of the Company as on 31 March 2024 was H 1,445.93 lakh.

credit ratings

During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.

investor education and protection fund

(“IEPF")

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

dividend

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

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

transfer to reserves

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

deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

auditors and auditors' reports

Statutory Auditors

At the 6^th Annual General Meeting of the Company held on 27 September, 2023, the shareholders approved the re-appointment of M/s. Lodha & Co (now known as Lodha

& Co LLP), Chartered Accountants, as Statutory Auditors of the Company having Firm's Registration No. 301051E/ E300284 to hold the office till the conclusion of the 11^th Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors' report are self-explanatory and therefore do not require any further comments.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder. The Auditors' report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

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

Further, Hindware Limited, the unlisted material subsidiary of the Company has undergone Secretarial Audit for the year ended 31 March 2024. The Secretarial Audit Report issued by M/s. DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) is enclosed as Annexure-B. The said report is self-explanatory and does not contain any qualifications, reservations, adverse remarks or disclaimers.

conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The Company is engaged into trading and marketing of products, hence particulars pertaining to Conservation of Energy, Research and Development, Technology Absorption are not applicable. However, the particulars as prescribed in of Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 are provided in the enclosed Annexure C to this Report to the extent applicable.

annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of Annual Return as required under Section 92(3) of the Act and prepared in prescribed format, which will be filed with the Registrar of Companies, is hosted on the Company's website i.e. https://www. hindwarehomes.com/pdf/Annual%20Return%202023-2024.

management discussion and analysis report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is presented in a separate section forming part of this Annual Report.

business responsibility and sustainibility report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI's Master Circular No. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.

code for prevention of insider trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

directors' responsibility statement

Your Directors in terms of Section 134(3)(c) of the Act state that:

a) in the preparation of the annual accounts for the year ended 31 March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit/ loss of the Company for the year ended on that date;

c) t he Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a 'going concern' basis;

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

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

corporate governance

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

contracts and arrangements with related parties

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The disclosure in Form No. AOC-2 is enclosed as Annexure D to this report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.hindwarehomes.com/pdf/Related%20 Party%20Transaction%20Policy.

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

corporate social responsibility ("CSR")

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

number of board meetings

During the year under review, Five (5) Board Meetings were convened and held. For further details, please refer the Report on Corporate Governance which is forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

audit committee

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

For further details, please refer the Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

disclosure under secretarial standards

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which forms part of this Annual Report.

vigil mechanism (whistle blower) policy

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company's Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at the link: https://www. hindwarehomes.com/pdf/Vigil%20Mechanism.

nomination and remuneration policy

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as per the Act and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

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

dividend distribution policy

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The policy was adopted to set out the parameters that will be taken

into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is available on Company's website at the link: https://www.hindwarehomes.com/ pdf/Dividend%20Distribution%20Policy.pdf

particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements (Please refer note nos. 6 and 7 & note no. 50 of standalone financial statements for particulars of Section 186 disclosure).

particulars of employees

Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are available with the Company. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

internal controls

The internal control systems are commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation, and ensuring compliance with corporate policies. The Company uses SAP, a well-accepted enterprise resource planning (ERP) system, to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.

The Audit Committee of the Board of Directors, comprising majority of Independent Directors, reviews the effectiveness of the internal control system across the Company, including the annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

internal financial controls

The Company has in place an adequate Internal Financial Controls framework. It has documented Risk and Control Matrices (RACM) covering all activities, and all controls are tested for design and operating effectiveness as part of its Internal Financial Control reporting framework. The financial controls are evaluated for both design and operating effectiveness by an external consulting firm of repute. In our view, the Internal Financial Controls are adequate and are in line with best practices applicable to organisations of a similar size, nature and complexity.

risk management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.

disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013

The Company has in place a Prevention of sexual harassment of women at workplace policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

directors and key managerial personnel

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

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

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

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

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

declaration by independent directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI LODR Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI LODR Regulations and are independent of the management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

board evaluation

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and Committees were evaluated by the

Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

training of independent directors

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc. has been uploaded on the Company's website at the web link: https://www.hindwarehomes.com/training-of-directors.php

For further details, please refer to the Report on Corporate Governance which is forming part of this Annual Report.

general

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

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

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

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

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

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

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

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

9. The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks of Financial Institutions is not applicable.

10. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof.

acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.

For and on behalf of the Board of Directors

Place: Gurugram Sandip Somany

Date: 28 May 2024 Chairman