DIRECTORS' REPORT

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

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year
ended March 31,2026, is summarized below.

(? in Lakhs)

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

2. OVERVIEW OF COMPANY OPERATIONS &
PERFORMANCE

The Company is primarily a manufacture' of
Electrolytic Products such as anodes, cathodes,
electrochlorinators and Water Technology products
and is managed organizationally as a single unit. The
operations of tne 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 ?4 lakhs in the previous year. The Company’s
P'ofit f'om Operations fo^r 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
endeo March 31 2025.

3. DIVIDEND

The Board of Directors has recommended a dividend
of ? 4 per equity share of Rs. 10 each (i.e.. 40%) for
the financial year ended March 31, 2026, subject to
the app-oval 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
or> 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 tne 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 L’Abbate (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 its sincere appreciation for the
valuable guidance, support and contriDutions made
by Mr. Francesco L’Abbate and Mr. Robert Scannell
during thei' 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 aopointment 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 e^ffect 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 1b, 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 FoDruary 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 Chop-a was re-appointed as Managing
Director of the Company for a period o' three years with
effect from July 16, 2025 to July 15, 2028 on the terms
and conditions, including remuneration, approved by
tne Members oy 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,
ctires Dy rotation at the ensuing AGM and, being
eligible, offers himself for re-appointment. The Board
of Directors has recommended his re-appointment
for the aporoval of the Members at the ensuing AGM.
The resolution seeking approval 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 prov^:ded 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 Directos’ comments on the operations,
performance and future outlook of the Company is
given in the Management’s Discussion and Analysis,
appended to the Board’s Report as ‘Annexure -1’.

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 orescribed 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 Board’s Report.

9. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has 4 (Four)
Committees: Audit Committee, Nomination and
Remuneration Committee, Stakeholder’s 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 acceptea by the Board.

11. RELATED PARTY TRANSACTION S

All the transactions entered with Related Parties by
the Company during the year under review were
in the ordinary course of business and on ‘arm’s
length’ basis. Details of all the transactions entered
with related parties were placed before the Audit
Committee for aoproval. 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
oeen disclosed in notes to the financial statements.
There were no materially significant related party
transactions made with the Promoters, Directors or

Key Managerial Personnel whicn may have a potent; il
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 in
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 tho Company at
httos://india.denora.com/investors/shareho^lder-
information#005.

12. DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read
with Sechon 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. thev 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 o* this Act for
safeguarding the assets of the Company and
fo^r preventing and detecting fraud and other
irregularities;

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

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

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

13. INDEPENDENT DIRECTORS

The Independent 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 '•ead
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
Company’s Code of Conduct. The 3oard 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. Basea 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 Inaependent
Director of the Company.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in the
Indeoendent Directors’ Databank maintained with the
Indian Institute of Corporate Affairs (‘MCA') in terms
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
seif-assessment test conducted by Indian Institute of
Corporate Affairs (MCA).

14. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of tne Act and SEBI
Listing regulations, the Board of Directors has carried
out an annual evaluation of its 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 carded out through a
structurea 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 Roa^rd.
Evaluation of the Board was based on criteria such as
Board’s understanding of its responsibilities, 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 d'scussions during these meetings, Committee’s
contribution and recommendation io the Board in the
decision makirg process e*c.

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

The Independent Directors of your Company met
on April 29, 2025, without the presence of Non¬
Independent / Executive Directors and Members of
the Management. At this Meeting, the Independent
Directors reviewed the performance of the Non¬
Independent Directors and the Board of Directors as
a whole, -ev ewed the pedormance 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 thei^r 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, tne performance of the Board,
various Board Committees. Chairman and Individual
Directors (including Independent D rectors) was found
to be satisfactory. The Directors were satisfied with the
Company’s standard of governance, its transparency,
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.

Information 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 tnis report as ’Annexure - III'.

During the year there were no employees who if
employed throughout the financial year were in
receipt of remuneration ot Ps. 102 l akhs or more Der
annum or if employed for part of financial 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,
in the aggregate was in excess of that drawn by the
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,
is provided 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
interested in obtaining a coDy of the same may wrte
to the Compary Secretary at the Registered Olfice of
the Company. None of the employees listed in the said
Annexure are related to any Director o^f 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 tne 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
Board’s 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 o^f the
Company is available on the website of the Company
at https://india.denora.com/investors/shareholder-
information#005.

17. NOMINATION AND REMUNERATION POLICY &
BOARD MEMBERSHIP CRITERIA

Pursuant to the provisions of Section 178 of the Act
and the SEBI Listing Regulations, the Company has
in place a Nomination and Remuneration Policy for
the Directors, Key Managerial Personnel and Senior
Management Personnel. The Policy, inte- alia, lays
down the criteria for appointment, re-appointment
and removal of Directors, Key Managerial Personnel
and Senior Management Personnel and provides
tie 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 including qualification, exoeriencc
exoert.se, integrity, inaependence, Drofessional
competence, ethical standards, business acumen and
abil'ty 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, responsioihties, 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
it with the applicable provisions o^f the Act and the
SCBI 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 sxills/ expertise/ competence are provided in
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 Company’s 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 its operations and are operating
effectively. These controls were tested Dy 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 Company’s internal control systems and monitors
the implementation of the audit recommendations.

The Internal Financial Controls of the Company
seeks to ensure, oreerly and efficient conduct of its
business, including adherence to company s 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 MG F-7 in accordance with Section 92(3)
of the Act read with the Companies (Management
and Administration) Rules, 2014, is available on the
websits of the Company viz https:/; india.denora.com/
investors/financial-results.

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOConservation 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 India Limited
starts with the continuous improvement through several
initiatives. The Company has always been conscious
of the need for conservation of energy and has
implemented ISO 50001: 2018 an energy management
system. Thougn the manufacturing activities of the
Company involve consumption of energy, it is not of
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:

• Installation of HVLS fans replacing old fans
(2 HVLS replaces 10 fans)

• 6 nos Solar Street lights installed

• Replacement of aging Transformer ( 20
years) with EE-1 Transformer minimizing
energy loses.

• Intelligent 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 g^reen energy i.e. 12.5% of
total erergy to be shifted to Solar Ene^rgy
(kWp) is pianned foi 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 Ion Excharge Membrane Electrolysers for chlor-
alkali industry, clectrochlorinators for wate^r 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
Company's Boara of Directors has the overall
i-esponsibility for the establishment and oversight
of the Company’s risk management framework
The Company’s Audit Committee oversees risK
management procedures and reviews the adequacy
and effectiveness of the risk management framework
in relation to the risks facea by the Company. This
framework seeks to ensure that all riSKS tnat 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 orawr up and these plans a^re effectively
reviewed and implemented. The framework seeks to
minimize adverse impact on the business objectives
and enhance the Company’s competitive aavantage.
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 Mechan'sm as
envisaged in the Companies Act, 2013 and the Listing
Regulations through the Company’s 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 Company’s
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.
It also provides adequate safeguards against
victimization of persons who use such mechanism
and allows direct access to the Chairperson or the
Audit Committee in exceptional cases. During the year
under revew, there have been no incidents reported
to the Audit Committee under this mechanism.

The Policy may be accessed on the Company’s
weosite 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 General Meeting to be held in the year 2028.

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

24. SECRETARIAL AUDIT

Pursuant to section 204 of the Act, read with the rule
made thereunder and Regulation 24A o^f SEBI Listing
Regulations, Ms. Rakhee Malkarnekar, Practicing
Company Secretary (Membership No. ACS 56859
& COP No. 21439) was appointed as a Secretarial
Auditor to undertake tho 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
Reoort 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 tne 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
Vergurlekar, 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 in connection with the aforesaid
audit, is proposed to be paid to the Cost Auditors,
subject to ratification by the Members of tne 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
Standaras issued by the Institute o^f 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 or Corporate Governance along with
the Auditor’s Certificate on its compliance forms part
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 ary 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 eau'ty share capi*al of the Company.
There was no change in the shareholding of Oronzio
De Nora International 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, assoc'ate compary or a joint venture.
During the year, no other company became or ceased
to be a Subsidiary / Assoc’ate / Joint Venture company
of the Company.

32. PUBLIC DEPOSITS

Your Company has not acceoted 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 Funa are
provided in the notes to the Notice of the Annual
Gereral Meeting which forms part of this annual
report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the
Company and Worker’s Union continue to remain
cordial. The Management’s Discussion & Analysis
gives an overview of the developments in Human
Resources/lndustriai 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 is committed to orovide a safe and
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 Compiaints
Committee (‘ICC’). The ICC is composed of internal
members and an external member _Wno has extensive
experience in the field.

The following is reported pursuant io 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 compiaints 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 I EPF are given below and the
same is disseminated on the website of the Company viz., https://india.denora.com.

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 oassed oy the Regulators or Courts or Tribunals impacting the going
concern status of the Company and its future operations:

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 in the financial statements of the Company;

f. The Company has not issued ary 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 tne valuation done at the time o^f
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

39. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the employees, customers dealers, members, supDliers.
bankers, government au*horities, 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 LimitedSupriya Banerji

Place: Kundaim, Goa Chairperson

Date: July 30, 2026 DIN: 06209284