Hindusthan Insulators & Industries Ltd Directors Report

In line with the Dividend Distribution Policy ("DDP") of the Company, the Board of Directors in their meeting held on May 27, 2026 have recommended a Final Dividend of Rs. 0.50/- (25%) per equity share of face value of Rs. 2/- each for financial year ended March 31, 2026 subject to the approval of the Members at the ensuing 66^th Annual General Meeting ("AGM"). The holders of 9,51,89,700 1% Redeemable, NonConvertible, Non-Cumulative Preference Shares of Rs. 10/- each shall be entitled to receive dividend in priority to the equity shareholders, in accordance with the terms of issue of the preference shares and applicable provisions of the Act read with rules made thereunder.

The Final Dividend will be paid to the Members whose names appear in the Register of Members, as on June 19, 2026, being the Record Date as fixed for this purpose. The proposed Final Dividend, amounts to Rs. 0.50/- per equity share and Rs. 0.10/- per preference share, leading to a total dividend payout of

Rs. 36.07 Lakhs to equity shareholders and Rs. 95.18 Lakhs to preference shareholders.

In accordance with the provisions of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company shall deduct tax at source ("TDS") at the applicable rates while making payment of the Final Dividend. Members are requested to refer to the Notes forming part of the Notice of the 66^th AGM for detailed information relating to the taxation of dividends and the applicable TDS provisions.

Transfer to Reserves

The Company do not propose to transfer any amount to general reserves for the financial year ended March 31, 2026.

The Company has set off the accumulated deficit in Retained Earnings amounting to Rs. 2,228.83 Lakhs against the balance standing to the credit of the General Reserves amounting to Rs. 39,538.21 Lakhs during the financial year ended March 31, 2026. Consequently, the deficit in Retained Earnings has been fully adjusted to the General Reserves.

Share Capital

As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 108,50,00,000/- (Rupees One Hundred Eight Crore Fifty Lakhs only), comprising 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two only) each and 9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference Shares of Rs. 10/- (Rupees Ten only) each. The paid-up share capital of the Company as on March 31, 2026 stood at Rs. 96,63,25,850/- (Rupees Ninety Six Crore Sixty Three Lakhs Twenty Five Thousand Eight Hundred and Fifty only), comprising Equity Share Capital of Rs. 1,44,28,850/- (One Crore Forty Four Lakhs Twenty Eight Thousand Eight Hundred Fifty only) and Preference Share Capital of Rs. 95,18,97,000/-(Ninety Five Crore Eighteen Lakhs Ninety Seven Thousand only).

During the financial year under review, the Board of Directors, at their meeting held on December 29, 2025 and the Members of the Company, through Postal Ballot dated February 05, 2026, approved, inter alia, the following corporate actions:

1. The sub-division/split of the existing Equity Shares of the Company, whereby every 1 (One) Equity Share of face value Rs. 10/- (Rupees Ten only) each, whether authorised, issued, subscribed and fully paid-up, was subdivided into 5 (Five) Equity Shares of face value Rs. 2/- (Rupees Two only) each, ranking pari passu in all respects. The aforesaid sub-division became effective from March 14, 2026.

2. The Authorised Share Capital of the Company was increased from Rs. 100,00,00,000/- (Rupees One Hundred Crore only), comprising 25,00,000 (Twenty-Five Lakhs)

Equity Shares of Rs. 10/- each and 9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference Shares of Rs.10/- each, to Rs. 108,50,00,000/- (Rupees One Hundred Eight Crore Fifty Lakhs only), comprising 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each and 9,75,00,000 (Nine Crore Seventy-Five Lakhs) Preference Shares of Rs. 10/- each; to facilitate any further capital issuances by the Company.

The sub-division of equity shares was undertaken with the objective of enhancing liquidity in the Companys equity shares and encouraging broader participation by retail investors by making the shares more affordable and accessible.

Pursuant to the approval of the shareholders of the Company through postal ballot dated July 01, 2026, the Board of Directors in their meeting held on July 13, 2026 have allotted fully paid up bonus equity shares in the ratio of 2:1 i.e. 2 equity shares of Rs. 2/- each for every 1 existing fully paid-up equity share of Rs. 2/- each to the Members whose names appear in the Register of Members as on July 10, 2026, being the Record Date as fixed for this purpose. Consequently, the Paid-up equity share capital of the Company has been increased to Rs. 4,32,86,550/-(Rupees Four Crores Thirty Two Lakhs Eighty Six Thousand Five Hundred and Fifty only).

Subsidiary Companies

As on March 31, 2026, the Company did not have any subsidiary, joint venture or associate company.

During the year under review, the Company has divested its entire stake i.e. 58.5% in its subsidiary, HSCL to DCM as part of a strategic decision to focus on its core business i.e. manufacturing of electrical equipments which includes electro porcelain high tension insulators.

Accordingly, HSCL ceased to be the material subsidiary of the Company with effect from the date of transfer of shares i.e. August 25,2025. Accordingly, the financial results of HSCL have been consolidated and considered in the Companys financial statements only up to the effective date of divestment, and its contribution to the revenue and profitability of the Company has been recognized up to such date.

Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for the Financial Year 2025-26 forms an integral part of this Annual Report and is presented in a separate section.

It provides a comprehensive analysis of the industry structure and developments, prevailing global and domestic economic conditions, market trends, opportunities and challenges, risks and concerns, outlook for the industry, and the operational and financial performance of the Company during the year under review. The report also highlights key business

developments, strategic initiatives, internal control systems and their adequacy, and other significant factors influencing the Companys performance and future growth prospects

Corporate Governance

Your Company remains committed to upholding the highest standards of Corporate Governance and business ethics, with a strong emphasis on transparency, accountability, integrity, fairness, and sustainable value creation for all stakeholders. The Company continuously endeavors to adopt and implement best governance practices and complies with the applicable provisions of the Act read with rules made thereunder, the Listing Regulations and other applicable laws and regulatory requirements.

In accordance with Regulation 34(3) read with Part C of Schedule V of the Listing Regulations, a detailed Report on Corporate Governance, setting out the governance framework, policies, practices, composition of the Board and its Committees, and the Companys compliance with the applicable governance requirements, forms an integral part of this Annual Report.

A certificate from M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E), Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed to and forms part of the Report on Corporate Governance.

Change in Nature of Business, if any

There was no change in the nature of business of the company during the financial year ended March 31, 2026.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with Section 134(5) of the Act, the Board of Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The selected accounting policies have been applied consistently and the judgments and estimates made 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) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) Internal Financial Controls laid down in the company are adequate and are operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Board of Directors and Key Managerial Personnel

As on March 31, 2026, the Board comprised of six Directors including one woman Director. The Board has an appropriate mix of Executive Directors (EDs), Non-Executive Directors (NEDs) and Independent Directors (IDs), which is compliant with the Act, Listing Regulations, and is also aligned with the best practices of Corporate Governance, the details of which are elaborated in the Corporate Governance Report annexed to this Report.

Changes in Board of Directors and Key Managerial Personnel

During the financial year 2025-26, the following changes were made in the Board of Directors and Key Managerial Personnel:

- Mr. M.L. Birmiwala, Company Secretary & Compliance Officer of the Company (designated as President - Finance & Secretary) retired from the said position with effect from the close of business hours on January 31, 2026, pursuant to his reaching the age of superannuation i.e. 76 years. The said retirement was noted by the members of Nomination and Remuneration Committee and Board of Directors at their meeting held on February 13, 2026. The Board of Directors placed on record their appreciation for the valuable services rendered and significant contributions made by Mr. M.L. Birmiwala during his long association with the Company.

- Post financial year 2025-26, the Board of Directors of the Company, at their meeting held on April 24, 2026, based on the recommendation of the Nomination and Remuneration Committee, have approved the appointment of Ms. Neha Kejriwal (Membership No. F12381) as the Company Secretary and Compliance Officer designated as a Key Managerial Personnel (KMP) of the Company pursuant to the applicable provisions of the Act read with rules made thereunder and the Listing Regulations.

- Post financial year 2025-26, pursuant to the recommendations of Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at their meeting held on July 21, 2026, have approved the re-appointment of Mr. Raghavendra Anant Mody (DIN: 03158072) as the Chairman & Whole Time Director of the Company for a further period of three years with effect from October 03, 2026 to October 02, 2029 (both days inclusive) subject to the approval of members of the Company at the ensuing 66^th AGM

of the Company. The resolution for his appointment has been included in the 66^th AGM Notice of the Company for approval of members of the Company.

Your company is in full compliance of the Listing Regulations and the Act read with rules made thereunder with regard to the composition of Board of Directors.

Retirement by Rotation and Subsequent Re-Appointment

In accordance with the provisions of Section 152(6) (c) of the Act, Mr. Deepak Kejriwal (DIN: 07442554) is liable to retire by rotation at the Sixty-Sixth AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as Director.

Key Managerial Personnel

As on March 31, 2026, the Company has following Key Managerial Personnel in compliance with the provisions of Section 203 of the Act.

Declaration from the Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors pursuant to the provisions of Section 149 (7) of the Act, read with the Rules made thereunder and Regulation 25(8) of the Listing Regulations confirming that:

- they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

- they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

- they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold highest standards of integrity required to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

Policy on Appointment and Remuneration

Pursuant to the provisions of Section 178 of the Act and the applicable provisions of the Listing Regulations, the Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointment, qualifications, positive

attributes, independence of Directors, and the framework for remuneration of Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel and other employees of the Company.

The Nomination and Remuneration Policy is reviewed periodically by the Nomination and Remuneration Committee and the Board to ensure compliance with the applicable statutory and regulatory requirements. No changes were made to the said Policy during Financial Year 2025-26.

Board Diversity

Meetings of the Board

The meetings of the Board are held at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The agenda of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2025-26, the Board met seven times. For further details, please refer to the report on Corporate Governance which forms a part of this Annual Report. The quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act, read with rules made thereunder.

Committees of the Board

Currently, the Company has four Board level Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee .

In addition to the above statutory committees, the Board has also constituted the Borrowing Committee and Investment & Guarantee Committee to facilitate expeditious decisionmaking on matters delegated by the Board of Directors of the Company.

Detailed information regarding the composition of the Committees, their terms of reference, meetings held during the financial year and attendance of members thereat is provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

Audit Committee

The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act and the Listing Regulations and other matters as prescribed by the Board from time to time. During the year under review, all recommendations of the Audit Committee were accepted by the Board.

Audit & Auditors Statutory Auditors

In terms of the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014 and on the recommendation of Audit Committee and Board of Directors, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) were re-appointed as Statutory Auditors of the Company at the Sixty-Second AGM of the Company held on September 27, 2022, for a second term of five consecutive years from the conclusion of Sixty-Second AGM till the conclusion of Sixty-Seventh AGM of the Company. The Report given by M/s. K.N. Gutgutia & Co., Chartered Accountants, on the financial statements of the Company for the FY 2025-26 is a part of this Annual Report.

M/s. K.N. Gutgutia & Co., Chartered Accountants, Statutory Auditors, has issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors, in their report for the financial year ended March 31, 2026. Pursuant to provisions of the Section 143(12) of the Act, the Statutory Auditors have not reported any instance of fraud during the year under review. The Auditors Report, read with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

Cost Records and Cost Audit

In terms of provisions of Section 148 of the Act read with the Companies (Accounts) Rules, 2014, the Company is required to maintain the Cost records and undergo Cost Audit. As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. M/s. J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) were appointed as the Cost Auditors to conduct Cost Audit for the Financial Year 2025-26.

The Cost Audit Report for the financial year 2025-26 does not contain any qualification, reservation, or adverse remark.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act.

Further, the Board of Directors of the Company at their meeting held on July 21, 2026, based on the recommendation made by the Audit Committee, have re-appointed M/s J.K. Kabra & Co., Cost Accountants (Firm Registration No. 000009) as Cost Auditors to conduct the cost audit of the Company for the FY 2026-27 at a remuneration of Rs. 35000/- (Rupees Thirty Five Thousand only). M/s J.K. Kabra & Co., Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified under Section 141 of the Act, to be appointed as such and that their appointment is within the limits of Section 139 of the Act.

As per the provisions of the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for ratification of the proposed remuneration payable to M/s J.K. Kabra & Co., Cost Accountants, to conduct the audit of cost records of the Company for the financial year ending March 31, 2027, shall be placed for ratification of the members and shall form a part of the notice of the AGM.

Secretarial Auditors

In terms of Regulation 24A of the Listing Regulations and provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and on the recommendation of Audit Committee and Board of Directors, M/s. Manish K & Associates, Practicing Company Secretaries, (Firm Registration No. P2016DE087200, were appointed as the Secretarial Auditors of the Company at the Sixty-Fifth AGM of the Company held on September 30, 2025 for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report of the Company received from M/s. Manish K & Associates, Company Secretaries, for the financial year 2025-26 pursuant to Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, forms a part of this Annual Report and is annexed as Annexure-I to the Boards Report. The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any instance of fraud under Section 143(12) of the Act.

Internal Audit and Internal Financial Controls

The Company has a comprehensive framework for internal financial controls that integrates internal audit. The internal control environment is supported by outsourced audit team.

Each quarter, the audit committee reviews significant audit observations together with the status of remediation actions. The Internal Auditor reports functionally to the Audit

Committee and administratively to the Chief Financial Officer and participates in meetings of the Audit Committee.

The Company has established and maintains an adequate and effective system of internal financial controls commensurate with the size, scale and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, operational efficiency, compliance with applicable laws and regulations, and the timely preparation of reliable financial information.

The Internal Auditor conducts periodic audits to evaluate the adequacy and effectiveness of the internal control environment, risk management processes and governance mechanisms. The observations and recommendations arising from such audits are reviewed by the management and periodically placed before the Audit Committee, which monitors the implementation of corrective actions and continuous improvement measures.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal financial controls and internal audit function. Based on such reviews, the Board is of the opinion that the Company has adequate internal financial controls and that such controls were operating effectively during the financial year under review.

The Company continues to strengthen its internal control framework and processes to ensure robust governance, operational efficiency and compliance with applicable statutory and regulatory requirements.

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2026 and as on the date of this Report.

Board Evaluation

Pursuant to the applicable provisions of the Act read with rules made thereunder and Regulation 17 of the Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

Corporate Social Responsibility (CSR)

In compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has in place a Corporate Social Responsibility Policy ("CSR Policy"), which sets out the guiding principles, governance framework and focus areas for undertaking CSR activities. The CSR Policy has been approved by the Board of Directors and is periodically

reviewed by the CSR Committee to ensure its continued relevance and alignment with the Companys CSR objectives and statutory requirements.

The Annual Report on CSR containing the disclosures prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Boards Report and is annexed hereto as Annexure II.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure III to this Boards Report and forms an integral part hereof.

Vigil Mechanism and Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Act, Regulation 22 of the Listing Regulations and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has established a robust Vigil Mechanism and Whistle Blower Policy for its Directors, employees and other stakeholders to report genuine concerns.

The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism to ensure that concerns, if any, are addressed in a fair, transparent and timely manner.

During the Financial Year 2025-26, no complaint was received under the Vigil Mechanism/Whistle Blower Policy.

Related Party Transactions

All related party transactions that were entered into during the financial year 2025-26, were on an arms length basis and in the ordinary course of business.

There are no material related party transactions made by the company during the year that required shareholders approval under Section 188 of the Act read with the rules made thereunder.

All the Related Party Transactions and subsequent material modifications, if any, are placed before the Audit Committee on quarterly basis for its review and approval and are in accordance with the Policy on Related Party Transactions, formulated by the Company. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length.

The details of the transactions with related parties during the financial year 2025-26 are provided in the accompanying financial statements.

The details of contracts / arrangements / transactions with related party as required under Section 134(3)(h) of the Act, in Form AOC-2 forms a part of this report and is annexed as Annexure-IV to the Boards report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchange.

Particulars of Loans, Guarantees, Investments and Securities

Pursuant to the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Para A of Schedule V of the Listing Regulations, particulars of loans granted, guarantees provided, securities given and investments made by the Company during the Financial Year 2025-26, are disclosed in the Notes forming part of the Financial Statements forming part of this Annual Report.

Risk Management

Risk Management has always been an integral part of the Company. The Company focus on a system-based approach to manage risk. The Company continues to strength its comprehensive system to promptly identify risks, assess their materiality and take measures to minimize their likelihood and losses.

Accordingly, raw material pricing risks, commodity risks and currency fluctuation risk are effectively managed by proficient and capable team. It also has appropriate checks and balances in place and aims to minimize the adverse impact of these risks on its operations.

The Internal Audit Reports are reviewed by the Audit Committee.

Prevention of Sexual Harassment at Workplace

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted Internal Complaints Committee to redress the complaints of sexual harassment and has a policy and framework for employees to report sexual harassment cases at workplace. During the year under review, no complaint/ case was received or pending for redressal.

Compliance with Applicable Provisions of Maternity Benefits Act, 1961

The Company has duly complied with the provisions relating to Maternity Benefits Act, 1961, and the rules framed thereunder for the year ended March 31, 2026.

Transfer of Unpaid and Unclaimed Amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the "IEPF", established by the Central Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rules and subsequent amendments thereto, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more shall also be transferred in favour of the Demat account of IEPF Authority.

During the year under review, the Company has transferred unpaid and unclaimed dividends of Rs. 15,686/- for the financial year 2017-18 to the IEPF Authority and 2,405 corresponding equity shares of Rs. 10/- each (post sub- division/split, these shares become 12,025 equity shares of Rs. 2/- each) on which dividends were unclaimed for seven consecutive years were transferred to the Demat Account of IEPF Authority as per requirements of the IEPF Rules.

Compliance with Secretarial Standards of Institute of Company Secretaries of India

The Company is in compliance with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Annual Return

Particulars of Employees and Related Disclosures

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, read

with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-V. A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn is provided as part of the Annexure.

Other Disclosures

- During the financial year under review, by the approval of the Board of Directors, at their meeting held on December 29, 2025 and the Members of the Company, through Postal Ballot dated February 05,2026, and upon receipt of the requisite approvals from the Registrar of Companies, Ministry of Corporate Affairs, the name of the Company has been changed from "Hindusthan Urban Infrastructure Limited" to "Hindusthan Insulators & Industries Limited". Consequent upon the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, the new name has become effective from February 13, 2026. The change in name is reflective of the Companys evolving business focus and strategic direction, while there has been no change in the legal status or constitution of the Company.

No Disclosure or Reporting is made with Respect to the following items, as there were no transactions during FY 2025-26:

- The issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of equity shares (including sweat equity shares) or stock options to employees of the Company under any scheme;

- In terms of the provisions of Section 73 of the Act read with the relevant Rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2026;

- There were no fraud under Section 143 (12) of the Act reported by the Auditors to the Audit Committee or the Board or Central Government;

- The Company did not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

- There were no proceedings pending under the Insolvency and Bankruptcy Code, 2016;

- There was no instance of one-time settlement with any Bank or Financial Institution;

- Executive Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

- There were no revision in the financial statements;

- There are no significant or material orders passed by the regulators or courts or tribunals which impact the going concern status of the Company and its operations in future;

- The Company has not made any downstream investments during the year under review;

- There was no instance wherein the Company failed to implement any corporate action within the statutory time limit; and

- The Company has not made any political party contribution under section 182 of the Act.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and gratitude for the continued support, cooperation and guidance received from the Central and State Governments, regulatory authorities, financial institutions, banks, customers, vendors, business associates and other stakeholders during the financial year under review. The Board also expresses its appreciation to the shareholders for their continued confidence and trust in the Company.

The Directors further recognize and appreciate the unwavering support and guidance provided by the Companys stakeholders and look forward to their continued cooperation in the years ahead as the Company strives to achieve sustainable growth and create long-term value for all its stakeholders.