DE Nora India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 37th (Thirty Seventh) Boards Report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2026, is summarized below.

(tin Lakhs)

Particulars	FY 2025-26	FY 2024-25
	Audited	Audited
Revenue from Operations	12,162.31	6,858.24
Other Income	735.46	586.43
Total	12,897.77	7,444.67
Profit before Depreciation,	1,403.52	445.67
Exceptional items and Tax
Expense
Less: Depreciation/	203.55	170.11
Amortization/ Impairment
Profit before Exceptional	1,199.97	275.56
items and Tax Expense
Exceptional tems I	-	-
Profit/(Loss) before Taxation	1,199.97	275.56
Less: Tax Expense (Current	294.43	106.27
& Deferred)
Net Profit	905.54	169.29
Other Comprehensive	13.61	(17.01)
lncome/(Loss) (net of tax)
Total Income for the year	919.15	152.28

Note: Previous years figures have been regrouped for comparison purposes with current years presentation wherever necessary .

2. OVERVIEW OF COMPANY OPERATIONS & PERFORMANCE

The Company is primarily a manufacturer of Electrolytic Products such as anodes, cathodes, electrochlorinators and Water Technology products and is managed organizationally as a single unit. The operations of the Company have been stable, but the management is focusing on improving profitability in a sustainable manner.

Your Company reported a turnover of Rs. 12,162.31 lakhs for the year under review as compared to Rs. 6,858.24 lakhs in the previous year . The Companys Profit from Operations for the year under review was Rs. 1,199.97 lakhs as compared to Rs. 275.56 lakhs in the previous year. The Profit after tax for the year ended March 31, 2026 , was Rs. 905.54 lakhs as compared to Rs. 169.29 lakhs for the previous year ended March 31, 2025.

3. DIVIDEND

The Board of Directors has recommended a dividend of t4 per equity share of Rs. 10 each (i.e., 40%) for the financial year ended March 31, 2026, subject to the approval of Members at the 37th Annual General Meeting (AGM).

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, was Rs. 530.86 lakhs comprising 53,08,634 equity shares of Rs. 10 each. During the year under review , there has been no change in the capital structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Changes in Board composition

Mr. Francesco LAbbate (DIN: 08063332), Non- Executive Director, retired by rotation at the 36th AGM of the Company held on September 18, 2025 and did not seek re-appointment. Consequently, he ceased to be a Director of the Company upon conclusion of the said AGM. Mr. Robert Scannell (DIN: 06818489), Non-Executive Director , resigned from the Board of Directors of the Company with effect from close of business hours on November 5, 2025, due to his superannuation from the De Nora Group. The Board places on record tsi sincere appreciation for the valuable guidance, support and contributions made by Mr. Francesco LAbbate and Mr. Robert Scannell during their respective tenures as Directors of the Company.

Mr. Guido Picari (DIN: 08117857) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from November 5, 2025. His appointment as a Non-Executive Director was approved by the Members by way of an Ordinary Resolution passed through postal ballot on December 15, 2025.

Mr. Deepak Nagvekar (DIN: 11300643), Chief Financial Officer was appointed as Whole-time Director of the Company for a period of three years with effect from September 18, 2025 to September 17, 2028 and was designated as Whole-time Director and Chief Financial Officer of the Company. His appointment was approved by the Members by way of Special Resolution passed through Postal ballot process on December 15, 2025.

Mr. Purushottam Mantri (DIN: 06785989) was re- appointed as an Independent Director of the Company for a second term of five consecutive years with effect from February 5, 2026 to February 4, 2031. His re- appointment was approved by the Members by way of a Special Resolution passed through postal ballot on December 15, 2025.

Mr. Vinay Chopra was re-appointed as Managing Director of the Company for a period of three years with effect from July 16, 2025 to July 15, 2028 on the terms and conditions, including remuneration, approved by the Members by way of a Special Resolution passed at the 35th AGM held on September 25, 2024.

Director retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Nagvekar (DIN: 11300643), Whole-time Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors has recommended his re-appointment for the approval of the Members at the ensuing AGM. The resolution seeking approva l of the Members for his re-appointment forms part of the Notice convening the AGM. Pursuant to Regulation 36(3) of the SEBI Listing Regulations, and Secretarial Standard-2 on General Meetings, the requisite details of Mr. Deepak Nagvekar are provided in the Notice of the AGM.

Key Managerial Personnel (KMP)

During the year under review, Mr. Shrikant Pai resigned from the office of Company Secretary and Compliance Officer with effect from May 9, 2025. Subsequently, he was appointed as Company Secretary and Compliance Officer of the Company with effect from August 7, 2025.

As on March 31, 2026, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, comprised Mr. Vinay Chopra, Managing Director, Mr. Deepak Nagvekar, Whole-time Director and Chief Financial Officer, and Mr . Shrikant Pai, Company Secretary.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)( e) of Listing Regulations, the Directors comments on the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis, appended to the Boards Report as Annexure - I.

8. NUMBER OF BOARD MEETINGS

During the year under review 7 (Seven) meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 as amended from time to time . The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2025-26 are given in the Corporate Governance Report which forms part of this Boards Report.

9. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has 4 (Four) Committees: Audit Committee , Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of composition, terms of reference, meetings held during the year of the Board and its Committees are provided in the Report on Corporate Governance. All recommendations made by the various committees during the year under review, have been accepted by the Board.

10. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act read with applicable Rules framed thereunder and the Listing Regulations. The details pertaining to the composition of the Audit Committee, number of meetings, terms of reference etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

11. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by the Company during the year under review were ni the ordinary course of business and on arms ength basis.l Details of all the transactions entered with related parties were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

Form AOC-2, pursuant to Section 134{3){h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in the Annexure- II to this report. The details of all the Related Party Transactions as per the applicable Accounting Standards have been disclosed in notes to the financial statements. There were no materially significant related party transactions made with the Promoters, Directors or

Key Managerial Personnel which may have a potential conflict of interest with the Company at large.

In accordance with Regulation 23 of the Listing Regulations, the Company submits the details of related party transactions to the stock exchanges ni the prescribed format within the stipulated time from the date of publication of its financial results on a half- yearly basis.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the website of the Company at https ://ind i a.den o ra. com/in ve sto rs/sh a re ho Ider- information#005.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies 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 at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

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

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

13. INDEPENDENT DIRECTORS

The ndependentI Directors of the Company have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct . The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. Based on the declarations received from Independent Directors and in the opinion of the Board, all the Independent Directors possess the requisite qualification, experience, expertise, integrity and proficiency required for appointment as Independent Director of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) n termsi of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs (IICA).

14. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing regulations, the Board of Directors has carried out an annual evaluation of tsi own performance, directors individually and committees of the Board in accordance with the parameters for such evaluation formulated by the Nomination and Remuneration Committee. This exercise was carried out through a structured questionnaires which were circulated to the members of the Board and Committees soliciting their feedback.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on various aspects of the functioning of the Board. Evaluation of the Board was based on criteria such as Boards understanding of ts responsibilities,i diversity and inclusiveness within the Board, strategic direction and guidance to the organisation, quality of Board discussion, Board communication and relationships etc.

Evaluation of Committees is based on criteria such as their effectiveness in carrying out their respective mandates, the frequency of meetings, time allocated for discussions during these meetings, Committees contribution and recommendation to the Board in the decision making process etc.

The Board evaluated the performance of individual directors based on parameters such as contribution of the Director to Board deliberations, attendance, ability to guide the Company in key matters , knowledge and understanding of significant developments etc . No Director participated in his/ her own evaluation. Further , the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria, independent judgement in Board deliberations and their independence from the Management.

The ndependentI Directors of your Company met on April 29, 2025, without the presence of Non- ndependent / ExecutiveI Directors and Members of the Management. At this Meeting, the Independent Directors reviewed the performance of the Non- ndependent Directors and the Board of Directors asI a whole, reviewed the performance of the Chairman of your Board taking into account the views of Executive Directors and Non-Executive Directors and 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.

The outcome of the evaluation process was deliberated at the Board meeting and actionable areas are discussed and acted upon. Based on various evaluation criteria , the performance of the Board, various Board Committees, Chairman and Individual Directors (including ndependent Directors) was foundI to be satisfactory. The Directors were satisfied with the Companys standard of governance, ts transparency,i meeting practices and overall Board effectiveness .

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy of the Company formulated as per Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations. The details of remuneration to Directors during the year under review is given in the Corporate Governance Report which forms part of this report.

nformationI under Section 197(12) of the Companies Act , 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in a separate annexure to this report as Annexure - Ill.

During the year there were no employees who if employed throughout the financial year were ni receipt of remuneration of Rs. 102 Lakhs or more per annum or f employed for part of financiali year was in receipt of remuneration of Rs. 8.5 Lakhs or more per month. There were no employees who if employed throughout the financial year or part thereof, were in receipt of remuneration in the financial year which, in the aggregate, or as the case may be, at a rate which, n the aggregate was in excess of that drawn by thei Managing Director and held by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The statement containing particulars of top 10 employees under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, s providedi in a separate annexure forming part of this report . However, in terms of Section 136 of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. The said annexure is open for inspection and any Member nterested in obtaining a copy of the same may writei to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, were not applicable to the Company for the financial year 2025-26 , as the Company did not meet any of the prescribed threshold criteria in the immediately preceding financial year . Accordingly, the Company was not required to undertake or spend any amount towards CSR activities during the year under review. As the CSR provisions were not applicable to the Company during the year under review , the Annual Report on CSR as prescribed under Rule 8 of the said Rules is not required to be annexed to this Boards Report. The Company, however, continues to have in place a CSR Policy and a duly constituted CSR Committee and remains committed to its CSR objectives.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://india.denora.com/investors/shareholder- nformation#005.i

17. NOMINATION AND REMUNERATION POLICY & BOARD MEMBERSHIP CRITERIA

Pursuant to the provisions of Section 178 of the Act and the SEB I Listing Regulations, the Company has n place a Nomination andi Remuneration Policy for the Directors, Key Managerial Personne l and Senior Management Personnel. The Policy, inter alia, lays down the criteria for appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel and provides the framework for determining qualifications, positive attributes, independence of Directors, Board diversity, succession planning, performance evaluation and remuneration. The objective of the Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and executives of the quality required to run the Company successfully.

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills, experience and diversity required for the Board as a whole and its individual members. While recommending appointments to the Board and Senior Management, the Committee considers factors ncluding qualification,i experience, expertise, integrity, independence, professional competence, ethical standards, business acumen and ability to contribute effectively to the deliberations and decision-making process of the Board. The Committee also ensures that the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is commensurate with their qualifications, experience, responsibilities, performance and industry benchmarks, while taking into account the performance of the Company and applicable statutory requirements.

During the financial year under review, the Nomination and Remuneration Policy was amended to align t with the applicable provisions of the Act and thei SEBI Listing Regulations, including updates relating to the terms of reference, criteria for identification and appointment of Directors and the revision in the sitting fees payable to Non-Executive Directors and Independent Directors.

The details of skills, expertise and competencies identified by the Nomination and Remuneration Committee and the names of Directors who have such skills/ expertise/ competence are provided ni detail in the Corporate Governance Report. Details of the remuneration paid to the Board of Directors is provided in the Corporate Governance Report. The Policy is available on the Companys website at https://india.denora.com/investors/shareholder-inform ation#005.

18. INTERNAL FINANCIAL CONTROLS (IFC)

The Internal Financial Controls adopted and followed by your Company are adequate with the scale and complexity of ts operations andi are operating effectively. These controls were tested by the Statutory as well as the Internal Auditors, during the Financial Year 2025-26 and no reportable material weaknesses or deficiency either in their design or operations were observed. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the Companys internal contro l systems and monitors the implementation of the audit recommendations.

The Internal Financial Controls of the Company seeks to ensure, orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, compliance of all laws applicable to the Company, and all the transactions are authorized, recorded and reported appropriately.

19. ANNUAL RETURN

The Annual return of the Company as on 31st March 2026 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company viz https://india.denora.com/ nvestors/financial-results.i

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

De Nora Group aims to provide new solutions that can contribute to achieving the United Nations 2030 Agenda and, in particular, of the Sustainable Development Goals (SDGs) . Sustainability at De Nora ndia LimitedI starts with the continuous improvement through several nitiatives.i The Company has always been conscious of the need for conservation of energy and has mplemented ISO 50001: 2018 an energy managementi system. Though the manufacturing activities of the Company involve consumption of energy, t is not ofi major significance and no substantial investment was made for reduction of energy consumption. However, following efforts are initiated by the Company to conserve energy at best possible ways.

(i) The steps taken or impact on conservation of energy; • nstallation of HVLS fans replacing old fansI

(2 HVLS replaces 10 fans)

• 6 nos Solar Street lights installed

Replacement of aging Transformer (+20 years) with EE-1 Transformer minimizing energy loses. ntelligentI etching-scrubber Integration system installed Replacement of Etching Tank with modified Heaters placement for energy conservation.

(ii) The steps taken by the company for utilising alternate sources of energy;

• Solar powered streetlights in the factory outer premises are doubled in number.

• Our vision of green energy i.e. 12.5% of total energy to be shifted to Solar Energy (kWp) is planned for FY-2029-30

The Company acknowledges that reducing the energy consumption of its operations is an ongoing continuous endeavour .

Research and Development (R&D) & Technology absorption

The Company has an ongoing technical collaboration for on Exchange Membrane Electrolysers for chlor-I alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Rs. 1,864.81 Lakhs Foreign Exchange Outgo - Rs. 6,960.97 Lakhs

21. RISK MANAGEMENT

The Company has in place a robust Risk Management framework to identify and evaluate the risks. The Companys Board of Directors has the overall responsibility for the establishment and oversight of the Companys risk management framework. The Companys Audit Committee oversees risk management procedures and reviews the adequacy and effectiveness of the risk management framework in relation to the risks faced by the Company. This framework seeks to ensure that all risks that the organisation faces including strategic, financial, operational, market, legal, regulatory, people and other risks are identified, the impact is assessed based on severity and likelihood, the mitigation plans are then drawn up and these plans are effectively reviewed and implemented. The framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The senior management of your Company regularly reviews the risk management processes of your Company for effective risk management.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as envisaged in the Companies Act, 2013 and the Listing Regulations through the Companys Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns / grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Companys Code or Policies. Whistle Blower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. The vigil mechanism is overseen by the Audit Committee. tI also provides adequate safeguards against victimization of persons who use such mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases . During the year under review , there have been no incidents reported to the Audit Committee under this mechanism.

The Policy may be accessed on the Companys website at the link https://india.denora.com/investors/ shareholder-information#005.

23. STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were appointed as the Statutory Auditor of the Company at the 34th Annual General Meeting held on September 12, 2023, to hold office for a term of five years from the conclusion of said meeting till the conclusion of 39th Annual Genera l Meeting to be held in the year 2028.

The Auditors Report to the Members on the Financial Statements for the financial year ended March 31, 2026, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

24. SECRETARIAL AUDIT

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, Ms. Rakhee Malkarnekar, Practicing Company Secretary (Membership No. ACS 56859 & COP No. 21439) was appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for a period of 5 (five) consecutive years from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 forms part of this Annual Report as Annexure - IV. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report from the Secretarial Auditor for the financial year 2025-26 and submitted the same to the Stock Exchanges within the prescribed timeline.

26. COST AUDIT

During the year under review , in accordance with the provisions of Section 148( 1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained the accounts and cost records, as specified by the Central Government. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2025-26.

The Board, based on the recommendation of the Audit Committee, has appointed M/s. Dilip Madhukar Vengurlekar, Cost Accountants (Firm Registration No. 100623) as Cost Auditors for the FY 2026-27. M/s. Dilip Madhukar Vengurlekar, Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the FY 2026-27 . The remuneration of ~ 2,30,000 (Rupees Two Lakhs Thirty Thousand only) exclusive of taxes n connection with the aforesaidi audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

28. CORPORATE GOVERNANCE

The Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with the Auditors Certificate on ts compliance forms parti of this Report as Annexure -V.

29. PARTICULARS INVESTMENTS, LOANS AND GUARANTEES

Particulars of investments made by the Company are given in the Notes to Financial Statements for the year ended March 31, 2026, which forms part of this Annual Report. During the year under review the Company has not given any loans or guarantees under Section 186 of the Act.

30. HOLDING COMPANY

As on March 31, 2026, the Promoter and the Holding Company i.e., Oronzio De Nora International B. V. holds 28,49,500 equity shares representing 53.68% of the total paid-up equity share capital of the Company. There was no change in the shareholding of Oronzio De Nora nternationalI B. V. in the Company during the year. The Company continues to be a Subsidiary Company of Oronzio De Nora International B. V.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013

As on March 31, 2026, the Company does not have any subsidiary, associate company or a joint venture. During the year, no other company became or ceased to be a Subsidiary/ Associate/ Joint Venture company of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public/ Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

33. INVESTOR EDUCATION AND PROTECTION FUND

Details pertaining to the unpaid/unclaimed dividend and the shares transferred or due to be transferred to the Investor Education and Protection Fund are provided in the notes to the Notice of the Annual General Meeting which forms part of this annual report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the Company and Workers Union continue to remain cordial. The Managements Discussion & Analysis gives an overview of the developments in Human Resources/Industrial Relations during the year.

35. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

The Company is in compliance with the provisions relating to the Maternity Benefit Act 1961

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company s committed to provide a safe andi respectable work environment to all its employees. The Company has in place a policy on Prevention of Sexual Harassment at workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013, the Company has constituted an Internal Complaints Committee (ICC). The ICC is composed of internal members and an external member who has extensive experience in the field.

The following is reported pursuant to sub-clause 10( )1 of Clause C of Schedule V of the Listing Regulations:

a. Number of complaints of sexual harassment received/ filed during the year: Nil.

b. Number of complaints disposed of during the year : Nil.

c. Number of cases pending for more than ninety days: Nil .

37. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the Company under the provisions of the IEPF are given below and the same is disseminated on the website of the Company viz., https://india.denora.com.

Name of the Nodal	Mr. Shrikant Pai - Company
Officer	Secretary
Phone No.	0832 6731152
Email ID	shrikant.pai@denora.com
Correspondence	De Nora India Limited
Address	Plot Nos. 184, 185 & 189,
	Kundaim Industrial Estate,
	Kundaim, Goa 403 115

38. OTHER DISCLOSURES

The Directors state that during the year under review:

a. There was no change in the nature of business of the Company;

b. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and ts future operations;i

c. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year March 31, 2026, and the date of this Report;

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; e. There was no revision n the financial statements of the Company;i f. The Company has not issued any Sweat Equity Shares or Bonus Shares; g. No Employee Stock Option and Employee Stock Purchase Schemes were launched;

h. There were no instances of frauds reported by the Statutory Auditors or Secretarial Auditors of the Company as specified under the second proviso of Section 143(12) of the Act;

i. There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016;

j. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking oan from the Banks or Financial Institutions along withl the reasons thereof, is not applicable.

39. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the employees , customers, dealers, members, suppliers, bankers, government authorities, stock exchanges and all other business associates for their consistent support and co-operation to the Company during the year under review and look forward to their support in future as well.

	For and on behalf of the Board of Directors of
	De Nora India Limited
	Supriya Banerji
Place: Kundaim, Goa	Chairperson
Date: July 30, 2026	DIN: 05209284