Hindware Home Innovation Limited — Proxy Solicitation & Information Statement 2026

Feb 4, 2026

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NEAPS/BSE ONLINE

4[th] February, 2026

The Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Plot No. C-1, Block-G, 1[st] Floor, New Trading Ring, Exchange Plaza, 5[th] Floor, Rotunda, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400001 Mumbai – 400051 (BSE Scrip Code: 542905) (NSE Symbol: HINDWAREAP)

Dear Sir/Madam,

Sub: Notice of the Meeting of the Unsecured Creditors of Hindware Limited (subsidiary Company) being convened as per directions of Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”) in the matter of the Composite Scheme of Arrangement between Hindware Home Innovation Limited (“Demerged Company/Remaining Transferor Company”), HHIL Limited (“Resulting Company”) and Hindware Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

Ref: Intimation/Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

This is with reference to our earlier intimations made vide letter dated 16[th] January, 2026, and 22[nd] January, 2026 informing directions given by Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”) in the Company Application no. C.A. (CAA)/200(KB) 2025 for convening the various meetings. In this regard, we would like to inform you that a physical meeting of Unsecured Creditors of the Hindware Limited, subsidiary company is scheduled to be held on Saturday, 7[th] March, 2026 at 12:15 P.M. (“ Meeting ”), at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2[nd] Floor, Kolkata – 700 001, for the purpose of considering, and, if thought fit, approving with or without modifications, the Composite Scheme of Arrangement between Hindware Home Innovation Limited (“ Demerged Company/Remaining Transferor Company ”), HHIL Limited (“ Resulting Company ”) and Hindware Limited (“ Transferee Company ”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, as set out in the Notice convening the Meeting of Unsecured Creditors of Hindware Limited.

The company has fixed 30[th] September, 2025 as the cut-off date to determine the entitlement of voting rights of Unsecured Creditors.

The Notice of the Meeting along Explanatory Statements and Annexures is being sent to only those Unsecured Creditors of Hindware Limited, a subsidiary company whose names appear in the list certified by the Statutory Auditor of the Company as on the cut-off date ( i.e., 30th September, 2025) and whose email addresses are registered with the Company. Physical copies of the Notice, together with the Explanatory Statement and Annexures are being sent to those Unsecured Creditors whose email id is not registered with the Company.

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The aforesaid Notice and the Explanatory Statement together with the accompanying documents is attached herewith as Annexure-A and the same is also being made available on the Company’s website at www.hindwarehomes.com and the websites of the stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com

Kindly take the same on record.

Yours faithfully,

For Hindware Home Innovation Limited

PAYAL Digitally signed by PAYAL M PURI Date: 2026.02.04 M PURI 16:03:41 +05'30'

(Payal M Puri) Company Secretary & Sr. V. P. Group General Counsel

Name: Payal M Puri Address: 301-302, 3[rd] Floor, Park Centra, Sector-30, Gurugram-122001 Membership No.: 16068

Encl.: As above

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ANNEXURE-A

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Hindware Limited CIN: U74999WB2017PLC223307 Registered Office: 2, Red Cross Place, Kolkata, West Bengal, India - 700001. Phone: +91 33 22487407 E-mail: ngoenka@hindware.com Website: www.hindware.com

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF HINDWARE LIMITED

AS PER THE DIRECTION OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH (COURT-II) KOLKATA, VIDE ORDER C.A. (CAA)/200 (KB) 2025 DATED 3 DECEMBER 2025 READ WITH THE CORRIGENDUM ORDERS DATED 10 DECEMBER 2025 AND 22 JANUARY 2026 RESPECTIVELY

			MEETING	MEETING	MEETING
Day			Saturday
Date			7 March, 2026
Time			12:15 pm
Mode			Physical
Venue			Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2nd Floor, Kolkata – 700 001
Cut-off Date for sending the Notice to eligible unsecured creditors			30 September, 2025
S. No.			Content		Page No.
1.		Notice convening the meeting of the unsecured creditors of Hindware Limited, under the directions of the Hon’ble National Company Law Tribunal, Kolkata Bench			1-5
2.		Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)Rules, 2016			6-19
3.		Composite Scheme of Arrangement between Hindware Home Innovation Limited, HHIL Limited and Hindware Limited, and their respective members and creditors under the Companies Act, 2013, as filed before the Hon’ble National CompanyLaw Tribunal, Kolkata Bench enclosed as Annexure 1			20-63
4.		Copy of No-Objection letters issued by BSE Limited is enclosed as 2		Annexure	64-67
5.		Copy of No-Objection letters issued by National Stock Exchange of India Limited is enclosed as Annexure 3			68-72
6.		Copy of limited reviewed standalone and consolidated financial result for the half year ended 30 September, 2025 of Hindware Home Innovation Limited is enclosed asAnnexure 4			73-83
7.		Copy of management certified standalone financial result for the half year ended 30 September, 2025 of HHIL Limited is enclosed asAnnexure 5			84-87
8.		Copy of limited reviewed standalone financial result for the half year ended 30 September, 2025 of Hindware Limited is enclosed asAnnexure 6			88-93
9.		Report adopted by the Board of Directors of Hindware Home Innovation Limited under Section 232(2)(c) of the Companies Act, 2013 is enclosed as Annexure 7			94-98

10.	Report adopted by the Board of Directors of HHIL Limited under Section 232(2)(c)of the Companies Act, 2013 is enclosed asAnnexure 8	Report adopted by the Board of Directors of HHIL Limited under Section 232(2)(c)of the Companies Act, 2013 is enclosed asAnnexure 8	Report adopted by the Board of Directors of HHIL Limited under Section 232(2)(c)of the Companies Act, 2013 is enclosed asAnnexure 8	99-102
11.	Report adopted by the Board of Directors of Hindware Limited under Section 232(2)(c)of the Companies Act, 2013 is enclosed asAnnexure 9			103-107
12.	Copyof Valuation Report is enclosed as	Annexure 10		108-123
13.	Copyof Fairness Opinion is enclosed as	Annexure 11		124-136
14.	Pre and Post Scheme shareholding of Hindware Home Innovation Limited, HHIL Limited and Hindware Limited are enclosed as Annexure 12			137-142
15.	Details of Revenue, PAT and EBIDTA of Hindware Home Innovation Limited, HHIL Limited and Hindware Limited for last 3 (Three) years and for the halfyear ended as on 30 September, 2025 are enclosed asAnnexure 13			143-145
16.	Details of value of Assets and liabilities of Hindware Home Innovation Limited that are being transferred to HHIL Limited and Hindware Limited and, post-demerger and merger balance sheet of HHIL Limited and Hindware Limited are enclosed as Annexure 14			146-149
17.	Copy of Accounting treatment certificate issued by Statutory Auditors for the Hindware Home Innovation Limited is enclosed as Annexure 15			150-153
18.	Copy of Accounting treatment certificate issued by Statutory Auditors for the HHIL Limited is enclosed as Annexure 16			154-156
19.	Copy of Accounting treatment certificate issued by Statutory Auditors for the Hindware Limited is enclosed as Annexure 17			157-161
20.	Copy of the complaints report submitted by Hindware Home Innovation Limited, dated 4 June, 2025, to NSE enclosed asAnnexure 18			162-163
21.	Copy of the complaints report submitted by Hindware Home Innovation Limited, dated 10 June, 2025, to BSE is enclosed asAnnexure 19			164-165
22.	Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Hindware Home Innovation Limited, HHIL Limited and Hindware Limited, its Promoters and Directors are enclosed as Annexure 20			166-175
23.	Information pertaining to HHIL Limited in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is enclosed asAnnexure 21			176-187
24.	Information pertaining to Hindware Limited in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is enclosed asAnnexure 22			188-199
25.	Details of capital built-up of the Hindware Home Innovation Limited, HHIL Limited and Hindware Limited, since incorporation and last 3 (Three) years, as case maybe, are enclosed as Annexure 23			200-202
26.	Additional information submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist is enclosed asAnnexure 24			203-254
27.	Form of Proxy			255-256
28.	Attendance Slipand Route Map			257-258

The Notice of the Meeting, Explanatory Statement under Section Sections 230(3), 232(1) and (2) and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules and Annexure 1 to 24 hereto constitute a single and complete set of documents and should be read together as they form an integral part of this document.

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH, AT KOLKATA

C.A. (CAA)/200(KB) 2025 DATED 3 DECEMBER 2025 READ WITH THE CORRIGENDUM ORDERS DATED 10 DECEMBER 2025 AND 22 JANUARY 2026 RESPECTIVELY

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

AND

In the matter of the Composite Scheme of Arrangement between the Hindware Home Innovation Limited and HHIL Limited and Hindware Limited and their respective shareholders and creditors:

BETWEEN

HINDWARE HOME INNOVATION LIMITED,

CIN: L74999WB2017PLC222970

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata – 700 001;

…Applicant Company no. 1/Demerged Company/Remaining Transferor Company ( as defined in the

Scheme )

AND

HHIL LIMITED,

CIN: U47593WB2025PLC277174

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata - 700 001;

…Applicant Company no. 2/Resulting Company ( as defined in the Scheme )

AND

HINDWARE LIMITED,

CIN: U74999WB2017PLC223307

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata - 700 001;

…Applicant Company no. 3/Transferee Company ( as defined in the Scheme )

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NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS

Dear Unsecured Creditor(s),

NOTICE is hereby given that a meeting of the unsecured creditors of Hindware Limited (“ Transferee Company ”), pursuant to an Order dated 3 December 2025 read with Corrigendum Orders dated 10 December 2025 and 22 January 2026 respectively, passed by the Kolkata Bench of the Hon’ble National Company Law Tribunal (“ NCLT ”) in Company Application C.A. (CAA)/200 (KB) 2025 (“ Order ”) , will be held on Saturday, 7 March, 2026 at 12:15 p.m. (“ Meeting ”), at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2nd Floor, Kolkata – 700 001 for the purpose of considering if thought fit, approving with or without modifications, the Composite Scheme of Arrangement (the “ Scheme ”) between Hindware Home Innovation Limited (“ Demerged Company/Remaining Transferor Company ”), HHIL Limited (“ Resulting Company ”) and Hindware Limited (“ Transferee Company ”) and their respective shareholders and creditors by passing the following resolution:

SPECIAL BUSINESS

ITEM NO. 1

To Consider and approve the Composite Scheme of Arrangement between Hindware Home Innovation Limited (“ Demerged Company/Remaining Transferor Company ”), HHIL Limited (“ Resulting Company ”) and Hindware Limited (“ Transferee Company ”) and their respective members and creditors under Section 230 to 232 of the Companies Act, 2013 with requisite majority as prescribed under Section 230(6) of the Act.

To consider, and if thought fit, to pass with or without modifications, the following Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactments thereof, for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force), and other applicable provisions of the regulations, guidelines and circulars issued by the Securities and Exchange Board of India (“ SEBI ”) from time to time (including any statutory modification(s) or re-enactments thereof, for the time being in force), and subject to the observation letter issued by BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 28, 2025 and August 29, 2025, respectively, and subject to the enabling provisions of the Memorandum and Articles of Association of the Hindware Limited (“ Transferee Company ”) and all other requisite statutory approvals and subject to the sanction of the National Company Law Tribunal, Kolkata (“ NCLT ”) or such other competent authorities and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Hindware Limited (“ Transferee Company ”) (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) authorized by the Board to exercise its powers including the powers conferred by this resolution), the consent of the unsecured creditors, be and is hereby accorded to the Composite Scheme of Arrangement (“ Scheme ”) between Hindware Home Innovation Limited (“ Demerged Company/Remaining Transferor Company ”), HHIL Limited (“ Resulting Company ”) and Hindware Limited (“ Transferee Company ”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and as per the terms and conditions mentioned in the Scheme.

RESOLVED FURTHER THAT the Board or any committee of Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion

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deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT or such other regulatory/statutory authorities while sanctioning the arrangement embodied in the Scheme or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme or for any other such reason, as the Board may deem fit and proper .

RESOLVED FURTHER THAT the Board or any committee of Board be and is hereby further authorized to modify, amend, withdraw, terminate or abandon the Scheme or any part thereof at any stage, for any reason(s) as may be deemed fit by the Board without the need for any subsequent / further approval by the unsecured creditors of the Transferee Company, including, but not limited to, in case any changes and/ or modifications suggested/ required to be made in the Scheme or any condition imposed, whether by any shareholder, creditor, NCLT, Stock Exchange(s), SEBI and/ or any other relevant statutory authority, are in their view not in the interest of the Transferee Company, and/ or if the Scheme cannot be implemented otherwise.

RESOLVED FURTHER THAT the Board or any committee of Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to Corporate Affair Committee of Board of Directors of the Transferee Company or to any Director of the Transferee Company or Officer(s) or Authorized Representative(s) of the Transferee Company to give effect to this Resolution. ”

TAKE FURTHER NOTICE that unsecured creditors may attend and vote at the said Meeting in person or by proxy, provided that a duly signed proxy form by unsecured creditor or authorized representative, is deposited at the registered office of the Transferee Company situated at 2, Red Cross Place, Kolkata, West Bengal – 700001, not later than 48 (forty-eight) hours before the time fixed for the aforesaid Meeting. The form of proxy can be obtained free of charge from the registered office of the Transferee Company and is also enclosed along with this Notice.

The NCLT has appointed Mr. Sandip Kumar Kejriwal, CS (Email id: sandip.kejriwal@icsi.edu), to be the Chairperson for the Meeting. Furthermore, the NCLT has appointed Mr. Jnana Ranjan Dhal (Email id: legaljrd1@gmail.com) to be the Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of voting at the Meeting and to ensure that it is fair and transparent.

The Scheme, if approved by the requisite majority of unsecured creditors of the Transferee Company at the aforesaid Meeting, will be subject to the subsequent sanction of the NCLT and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

The Explanatory Statement under Sections 230, 232 read with Sections 234 and 102 of the Companies Act, 2013, Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable rules, the Scheme and the other enclosures as indicated in the index are enclosed herewith.

By order of the NCLT For HINDWARE LIMITED

Place: Gurugram Date: 22.01.2026

Sd/Ms. Payal M Puri Company Secretary Hindware Limited Authorised by Mr. Sandip Kumar Kejriwal, the Chairperson of the Meeting

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Notes:

1. The explanatory statement pursuant to Section 102(1) and Section 230 of the Companies Act, 2013 read with rules framed thereunder, setting out the material facts and reasons for the proposed Resolution is annexed hereto and forms part of this Notice.

2. The Meeting shall be held physically at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2nd Floor, Kolkata – 700 001. There shall be no facility for e-voting, remote e-voting, or participation through video conferencing (VC) or other audio-visual means (OAVM). Voting on the resolution shall be conducted only by polling paper at the Meeting venue.

3. An unsecured creditor entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself.

1. Voting in case of body corporate and voting by authorized representatives shall be permitted, provided the prescribed form/authorization is filed with the Transferee Company, not later than 48 (Forty Eight) hours before the commencement of the aforesaid Meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

2. The cut-off date for determining eligibility to receive this Notice and to vote at the Meeting is 30 September, 2025 (“ Cut-off Date ”). Only those unsecured creditors whose names appear in the list certified by the Statutory Auditor of the Transferee Company as on the Cut-off Date shall be entitled to attend and vote at the Meeting. A person who is not an unsecured creditor as on the Cut-off Date shall treat this Notice for information purposes only.

3. The quorum of the Meeting of the unsecured creditors of the Transferee Company shall be fixed at 2 (Two) unsecured creditors present in person or by proxy. If the quorum is not present at the commencement of the Meeting, the Meeting shall stand adjourned by 30 (Thirty) minutes, and thereafter the unsecured creditors present shall be deemed to constitute the quorum.

4. An unsecured creditor or his/her proxy is requested to bring the copy of the Notice to the Meeting and produce the Attendance Slip, duly completed and signed at the entrance of the Meeting venue.

5. The unsecured creditors seeking to inspect copies of the documents referred to in the accompanying explanatory statement may send an email at ngoenka@hindware.com. Further, such documents shall also be open for inspection by the unsecured creditors at the registered office of the Transferee Company between 3:00 p.m. to 5:00 p.m., on all working days up to the date of the Meeting.

6. In accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, the resolution shall be deemed to be passed on the date of the meeting i.e. 7 March, 2026, subject to the receipt of the requisite number of votes cast in favour of the resolution.

7. Pursuant to the Rule 7 of the Companies (Compromise, Arrangement and Amalgamations) Rules, 2014, the details pertaining to this Notice will be published at least 30 (Thirty) clear days before the meeting to be held in Business Standard (English) and Aajkal (Bengali), circulating in Kolkata, West Bengal and the same shall also be displayed on the Company’s website, www.hindware.com.

8. The NCLT has appointed Mr. Jnana Ranjan Dhal as a Scrutinizer to conduct the meeting in a fair and transparent manner. The Scrutinizer shall, after conclusion of the Meeting(s), prepare a consolidated report of votes cast and submit it to the Chairperson within seven (7) days of the conclusion of the meeting. The Chairperson shall declare the results of the meeting after submission of the report of the Scrutinizer and file a report of the result of the said Meeting with the Hon’ble NCLT in Form CAA-4, duly verified by affidavit, within 4 (Four) weeks from the date of conclusion of the Meeting and shall also be displayed on the Transferee Company’s website, www.hindware.com.

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1. The Notice, together with the documents accompanying the said Notice, is being sent to the unsecured creditors to their email id registered with the Transferee Company as mandated by Hon’ble NCLT, Kolkata and sending physical copies to those unsecured creditors whose email id is not registered with the Transferee Company. The Notice is also available on the Transferee Company's website i.e. www.hindware.com.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH, AT KOLKATA

C.A. (CAA)/200(KB) 2025 DATED 3 DECEMBER 2025 READ WITH THE CORRIGENDUM ORDERS DATED 10 DECEMBER 2025 AND 22 JANUARY 2026 RESPECTIVELY

In the matter of the Composite Scheme of Arrangement between the Hindware Home Innovation Limited and HHIL Limited and Hindware Limited and their respective shareholders and creditors:

BETWEEN

HINDWARE HOME INNOVATION LIMITED,

CIN: L74999WB2017PLC222970

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata – 700 001;

…Applicant Company no. 1/Demerged Company/Remaining Transferor Company ( as defined in the Scheme )

AND

HHIL LIMITED,

CIN: U47593WB2025PLC277174

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata - 700 001;

…Applicant Company no. 2/Resulting Company ( as defined in the Scheme )

AND

HINDWARE LIMITED,

CIN: U74999WB2017PLC223307

A Company incorporated under the Companies Act, 2013, and having its registered office at 2, Red Cross Place, Kolkata - 700 001;

…Applicant Company no. 3/Transferee Company ( as defined in the Scheme )

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. This is a statement accompanying the Notice convening the meeting of unsecured creditors of Hindware Limited (the “ Transferee Company ”), pursuant to an Order dated 3 December 2025 read with Corrigendum Orders dated 10 December 2025 and 22 January 2026 respectively, passed by the Kolkata Bench of the Hon’ble National Company Law Tribunal (“ NCLT ”) in Company Application C.A. (CAA)/200 (KB) 2025 (“ Order ”) , will be held on Saturday, 7 March, 2026 at 12:15 p.m. (“ Meeting ”),

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at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2nd Floor, Kolkata – 700 001for the purpose of considering, and if thought fit, approving, with or without modification(s), the Composite Scheme of Arrangement amongst the Hindware Home Innovation Limited (“ Demerged Company/Remaining Transferor Company” ), HHIL Limited (“ Resulting Company ”), Hindware Limited (“ Transferee Company ”) and their respective shareholders and creditors (“ Scheme ”), pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“ Act ”), and any other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force). The detailed terms of the arrangement may be referred to in the Scheme, annexed as Annexure 1 .

1. Pursuant to the submission of the draft Scheme to the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”), both Stock Exchanges have issued their respective observation letters. The BSE, vide its Observation Letter (DCS/AMAL/NM/R37/3768/2025-26) dated August 28, 2025, conveyed ‘No Adverse Observation / No Objection’. Similarly, the NSE, vide its Observation Letter (Ref: NSE/LIST/47961) dated August 29, 2025, conveyed its ‘No Objection’ to the proposed Scheme under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the Scheme, thereby permitting the Demerged Company/ Remaining Transferor Company to file the Scheme with the Hon’ble NCLT. Copies of both observation letters are available on the Transferee Company’s website at www.hindware.com.To refer to the detailed observations and conditions communicated by the Stock Exchanges, please see the enclosed Annexure 2 and 3 .

2. The Demerged Company made requisite disclosures on August 29, 2025 and August 30, 2025 respectively, under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, informing receipt of the Stock Exchanges’ NoObjection letters.

4. Background and Rationale of the Scheme:

The Demerged Company/ Remaining Transferor Company has two distinct business segments:

• (a) Consumer Products Business, engaged in branding and distribution of consumer durables including kitchen appliances, home appliances, water heaters, and online retail through its subsidiaries and joint ventures; and

• (b) Building Products Business, comprising sanitaryware, faucets, tiles, bath fittings, pipes, and related building products, carried through the Transferee Company.

Both the Consumer Products Business and Building Products Business have distinct: (a) distribution channels, influencers, competition, challenges and opportunities for its business and products; (b) capital requirements, working capital and associated risk and returns in carrying on their respective business; (c) skill required for manufacturing, technology, installation and customer service and manpower requirements; and (d) strategic and financial investors’ interest.

As part of the composite Scheme, the Consumer Product Business, along with its associated activities, assets, and liabilities, is being demerged from the Demerged Company into the Resulting Company on a going concern basis.

Additionally, the Remaining Transferor Company, which primarily comprises of its investments in the shares of the Transferee Company, is being amalgamated into and with the Transferee Company.

The Scheme proposes:

• (a) the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company into the Resulting Company (as defined hereinafter) as a going concern, and issue of equity shares by the Resulting Company to the shareholders of the Demerged Company, in consideration thereof;

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• (b) the amalgamation of the Remaining Transferor Company (as defined hereinafter) with and into the Transferee Company (as defined hereinafter) and issue of the equity shares by the Transferee Company to the shareholders of the Remaining Transferor Company, in consideration thereof; and

• (c) various other matters incidental thereto.

The proposed demerger of the Consumer Products Business (Demerged Undertaking) into the Resulting Company and the amalgamation of the Remaining Transferor Company into the Transferee Company will enable:

• (a) Unlocking shareholder value by attracting distinct strategic and financial investors, making it easier to access growth capital for the respective companies, and providing investors with the flexibility to invest in relevant businesses according to their strategies and risk profiles;

• (b) Creation of focused companies, leading to improved management, better visibility on each business's performance, more effective resource allocation for growth, and better risk management; and

• (c) Streamlining the corporate structure, resulting in greater operational efficiency and implementing smoother and effective controls and processes.

• Details of the Companies:

Hindware Home Innovations Limited

• (a) Hindware Home Innovation Limited (“Demerged Company/Remaining Transferor Company”) is a public listed company, incorporated under the Companies Act, 2013, having CIN number L74999WB2017PLC222970 and having its registered office at 2, Red Cross Place, Kolkata, West Bengal- 700001, India. The Demerged Company is, inter alia, engaged in: (i) Consumer Products Business (as defined in the Scheme); and (ii) Building Products Business (as defined in the Scheme). The Building Products Business of the Demerged Company is being carried out through its subsidiary, i.e., Transferee Company. The securities of Demerged Company are listed on National Stock Exchange Limited and BSE Limited.

• (b) As per the memorandum of association of the Demerged Company/Remaining Transferor Company, its main objects are:

• (i) “To import, export, buy, sell, process, manufacture and deal in all kinds of Kitchen Products like Kitchen-Sinks, Chimneys, Hobs, Kitchen Appliances, and Faucets including Chromiumplated Fittings, Bath Tubs & Whirlpools, Shower Enclosures, Home Appliances, Furnitures of all kinds, Electrical Products like Air Purifier, Water Purifier, Air Cooler, Water Heater Lamps etc., Decorative Materials, and Building Chemicals and also products like fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta, ceramic wares, cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)

• (ii) To carry on any other business which may seem to the Company capable of being conveniently carried on and to deal in all kinds of goods and merchandise, machinery, apparatus and materials.

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• (iii) To carry on in India or elsewhere any trade business and the export and import of all kinds of produce and merchandise and also business as agents, brokers, factors, financiers, shippers, manufacturers, planters, contractors, engineers, dealers, ship owners, lighter men, carriers by land and sea, dock owners wharfingers and warehouse men.

• (iv) To carry on the business of paviors of and dealers in fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta and ceramic wares and sanitary wares.

• (v) To Produce, refine, prepare import, export, purchase, sell, treat and generally to deal in all kinds of Sanitary ware (including sanitary ware made of plastic, fiber glass or any other synthetic product), earthenware, stoneware, glass, china, terracotta. Porcelain products, bricks, tiles, pottery, pipes, insulators refractories of all description and or by-products, thereof and building materials generally.

• (vi) To produce, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)”

• (c) As on the date of approval of the Scheme by its Board, the authorized, issued, subscribed and paidup share capital of Hindware Home Innovation Limited (i.e., Demerged Company/Remaining Transferor Company) is as under:

Particulars	Authorized Share Capital	Issued Share Capital	Subscribed Share Capital	Paid Up Share Capital
Total Number of Equity Shares	15,00,00,000	8,36,46,357	8,36,46,357	8,36,46,357
Amount (in INR)	30,00,00,000	16,72,92,714	16,72,92,714	16,72,92,714

There has been no change in the share capital of the Hindware Home Innovation Limited (i.e., Demerged Company/Remaining Transferor Company) subsequent to the date of approval of the Scheme by its Board.

• (d) Copy of limited reviewed standalone and consolidated financial result for the half year ended 30 September, 2025 of Demerged Company/Remaining Transferor Company is enclosed as Annexure 4. The audited standalone and consolidated financial statements for the year ended 31 March 2025 of the Demerged Company/Remaining Transferor Company are available on the Company’s website i.e. www.hindwarehomes.com.

• (e) The details of the Directors of the Demerged Company/Remaining Transferor Company as on the date of this Notice, along with their addresses are mentioned herein below:

S. No	Name	Category	Address
1.	Mr. Sandip Somany (DIN:00053597)	Chairman and Non- Executive Director	13, Golf Links, Lodhi Road, Central Delhi, New Delhi 110003
2.	Mr. Ashok Jaipuria (DIN:00214707)	Independent Director	1/27, Shanti Niketan, Moti Bagh Chanakya Puri, New Delhi 110021
3.	Dr. Nand Gopal Khaitan (DIN:00020588)	Independent Director	3, Queens Park, Ballygunge, Kolkata-700019

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4.	Mr. Salil Kumar Bhandari (DIN:00017566)	Independent Director	A 42 Ground Floor, Chittranjan Park, New Delhi 110019
5.	Mr. Girdhari Lal Sultania (DIN:00060931)	Non-Executive Non- Independent Director	2, Rowland Road, Kolkata - 700020
6.	Ms. Sonali Dutta (DIN:10727707)	Independent Director	1B126 Ridgewood Estate, DLF Phase 4, Gurugram-122009

HHIL Limited

• (a) HHIL Limited (“Resulting Company”) is a public unlisted company, incorporated under the Companies Act, 2013, having CIN U47593WB2025PLC277174 and having its registered office at 2, Red Cross Place, Kolkata, West Bengal- 700001, India. The Resulting Company is incorporated to carry on the Consumer Products Business (as defined in the Scheme) proposed to be demerged under the Scheme. As of the date of approval of the Scheme by the Board, the Resulting Company is a wholly owned subsidiary of the Demerged Company.

• (b) As per the memorandum of association of the Resulting Company, its main objects are:

• (i) “To import, export, buy, sell, process, manufacture and deal in all kinds of Kitchen Products like Kitchen-Sinks, Chimneys, Hobs, Kitchen Appliances, and Faucets including Chromiumplated Fittings, Bath Tubs & Whirlpools, Shower Enclosures, Home Appliances, Furnitures of all kinds, Electrical Products like Air Purifier, Water Purifier, Air Cooler, Water Heater Lamps etc., Decorative Materials, and Building Chemicals and also products like fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta, ceramic wares, cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)

• (ii) To carry on any other business which may seem to the Company capable of being conveniently carried on and to deal in all kinds of goods and merchandise, machinery, apparatus and materials.

• (iii) To carry on in India or elsewhere any trade business and the export and import of all kinds of produce and merchandise and also business as agents, brokers, factors, financiers, shippers, manufacturers, planters, contractors, engineers, dealers, ship owners, lighter men, carriers by land and sea, dock owners wharfingers and warehouse men.

• (iv) To carry on the business of paviors of and dealers in fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta and ceramic wares and sanitary wares.

• (v) To Produce, refine, prepare import, export, purchase, sell, treat and generally to deal in all kinds of Sanitary ware (including sanitary ware made of plastic, fiber glass or any other synthetic product), earthenware, stoneware, glass, china, terracotta. Porcelain products, bricks, tiles, pottery, pipes, insulators refractories of all description and or by-products, thereof and building materials generally.

• (vi) To produce, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)”

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• (c) As on the date of approval of the Scheme by its Board, the authorized, issued, subscribed and paidup share capital of the Resulting Company is as under:

Particulars	Authorized Share Capital	Issued Share Capital	Subscribed Share Capital	Paid Up Share Capital
Total Number of Equity Shares	5,00,00,000	50,00,000	50,00,000	50,00,000
Amount (in INR)	10,00,00,000	1,00,00,000	1,00,00,000	1,00,00,000

There has been no change in the share capital of the Resulting Company subsequent to the date of approval of the Scheme by its Board.

• (d) Copy of management certified standalone financial result for the half year ended 30 September, 2025 of the Resulting Company is enclosed as Annexure 5. The audited financial statements for the year ended 31 March 2025 of the Resulting Company are available on the website i.e. www.hindwarehomes.com.

• (e) The details of the Directors of the Resulting Company as on the date of this Notice, along with their addresses are mentioned herein below:

S. No	Name	Category	Address
1.	Mr. Sandip Somany (DIN:00053597)	Director	13, Golf Links, Lodhi Road, Central Delhi, New Delhi 110003
2.	Mr. Girdhari Lal Sultania (DIN:00060931)	Director	2, Rowland Road, Kolkata - 700020
3.	Mr. Niranjan Kumar Goenka (DIN:00060864)	Director	71/3, Canal Circular Road, Flat 2F, Block-6, 2ndFloor, Prasad Exotica, Kolkata-700054

Hindware Limited

• (a) Hindware Limited (“Transferee Company) is a public unlisted company incorporated under the Companies Act, 2013, having CIN U74999WB2017PLC223307 and having its registered office at 2, Red Cross Place, Kolkata, West Bengal-700001, India. The Transferee Company, along with its subsidiaries, is, inter alia, engaged in the Building Products Business. As of the date of approval of the Scheme by the Board, the Transferee Company is a subsidiary of the Demerged Company, which holds approximately ~98.6% (ninety-eight-point six percent.) of the paid-up share capital (including partly paid-up equity shares calculated on a fully diluted basis) of the Transferee Company. The remaining shares of the Transferee Company are held by certain Identified Employees ( as defined in the Scheme ).

• (b) As per the memorandum of association of the Transferee Company, its main objects are:

"(i) To import, export, produce, refine, buy, sell, process, manufacture and deal in all kinds of building material products like sanitary ware (including sanitary ware made of plastic, fiber glass or any other synthetic product), earthenware, stoneware, glass, china, terracotta, Porcelain products, bricks, tiles, pottery, pipes, insulators refractories of all description and or by-products, thereof and Faucets including Chromium-plated Fittings, Bath Tubs & Whirlpools, Shower Enclosures, Home Appliances, Electrical Products , Decorative Materials, and Building Chemicals and also products like fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta, ceramic wares, cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)

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(ii) To carry on any other business which may seem to the Company capable of being conveniently carried on and to deal in all kinds of goods and merchandise, machinery, apparatus and materials.

(iii) To carry on in India or elsewhere any trade business and the export and import of all kinds of produce and merchandise and also business as agents, brokers, factors, financiers, shippers, manufacturers, planters, contractors, engineers, dealers, ship owners, lighter men, carriers by land and sea, dock owners wharfingers and warehouse men.

(iv) To carry on the business of paviors of and dealers in fire bricks, fire clay fire cement, tiles, sewers, pipes, drain pipes, stone pipes, Hume pipes, concrete pipes and pipes of all kinds, pottery tiles, lime, cement, china and terracotta and ceramic wares and sanitary wares.

(v) To produce, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of cement (ordinary white coloured Portland alumina blast furnace, silica etc.), cement products of any description (pipes, poles, asbestos sheets, blocks tiles, garden wares etc.)

(vi) To impart various kind of services including accounting, human resource, consulting, procurement etc."

• (c) As on the date of approval of the Scheme by its Board, the authorized, issued, subscribed and paidup share capital of the Transferee Company is as under:

Particulars	Authorized Share Capital	Issued Share Capital	Subscribed Share Capital	Subscribed Share Capital	Paid Up Share Capital	Paid Up Share Capital
			Fully Paid- up	Partly Paid-up	Subscribed Share Capital	Paid Up Share Capital
Total Number of Equity Shares	7,50,00,000	4,99,00,000	4,90,00,000	9,00,000*	4,90,00,000	9,00,000*
Amount (in INR)	15,00,00,000	9,89,00,000	9,80,00,000	9,00,000*	9,80,00,000	9,00,000*

*INR 1 paid up per Partly Paid Equity Share against face value of INR 2 per share.

There has been no change in the share capital of the Transferee Company subsequent to the date of approval of the Scheme by its Board of Directors.

• (d) Copy of limited reviewed standalone financial result for the half year ended 30 September, 2025 of the Transferee Company is enclosed as Annexure 6. The audited financial statements for the year ended 31 March 2025 of the Transferee Company is available on the websites i.e. www.hindwarehomes.com and www.hindware.com.

• (e) The details of the Directors of the Transferee Company as on the date of this Notice, along with their addresses are mentioned herein below:

S. No	Name	Category	Address
1.	Mr. Sandip Somany (DIN:00053597)	Chairman and Managing Director	13, Golf Links, Lodhi Road, Central Delhi, New Delhi – 110003
2.	Mr. Shashvat Somany (DIN:10058462)	Non-Executive Non- Independent Director	13, Golf Links, Lodhi Road, Central Delhi, New Delhi – 110003
3.	Mr. Girdhari Lal Sultania (DIN:00060931)	Non-Executive, Non- Independent Director	2, Rowland Road, Kolkata, West Bengal–700020

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4.	Mr. Ashok Jaipuria (DIN:00214707)	Non-Executive, Independent Director	1/27, Shanti Niketan, Moti Bagh, Chanakya Puri, New Delhi–110021
5.	Mr. Salil Kumar Bhandari (DIN:00017566)	Non-Executive, Independent Director	A 42, Ground Floor, Chittranjan Park, New Delhi–110019
6.	Dr. Rainer Siegfred Simon (DIN:03543040)	Non-Executive, Independent Director	Nolteweg 2, 30916 Isernhagen, Germany
7.	Ms. Alpana Parida (DIN:06796621)	Non-Executive, Independent Director	2nd Floor, Anand Kamal Mahal Compound, 17 Carmichael Road, Mumbai, Maharashtra - 400026

6. Relationship Subsisting Between Parties to the Scheme

Presently, the Resulting Company is a wholly owned subsidiary of the Demerged Company/Remaining Transferor Company. The Transferee Company is a subsidiary of the Demerged Company/Remaining Transferor Company, which holds approximately ~98.6% (Ninety Eight point Six Percent) of the paidup share capital (including 0.4% through partly paid-up equity shares calculated on a fully diluted basis) of the Transferee Company. The remaining ~1.4% (One point Four Percent) shares of the Transferee Company (i.e., partly paid-up shares calculated on fully diluted basis) are held by certain past and present employees of the Transferee Company.

7. Board Approvals

• (a) The Board of Directors of the Demerged Company/Remaining Transferor Company at its Meeting held on 27 March, 2025 approved the Scheme. The names of the Directors and their manner of voting are set out below:

S. No	Name	Voted in favour/against/did not participate or vote
1.	Mr. Sandip Somany	Voted in favour
2.	Mr. Salil Kumar Bhandari	Voted in favour
3.	Mr. Ashok Jaipuria	Did not participate (Absent)
4.	Dr. Nand Gopal Khaitan	Voted in favour
5.	Mr. Girdhari Lal Sultania	Voted in favour
6.	Ms. Sonali Dutta	Voted in favour

• (b) The Board of Directors of the Resulting Company at its Meeting held on 27 March, 2025 approved the Scheme. The names of the Directors and their manner of voting are set out below:

S. No	Name	Voted in favour/against/did not participate or vote
1.	Mr. Sandip Somany	Did not participate (Absent)
2.	Mr. Girdhari Lal Sultania	Voted in favour
3.	Mr. Niranjan Kumar Goenka	Voted in favour

• (c) The Board of Directors of the Transferee Company at its Meeting held on 27 March, 2025 approved the Scheme. The names of the Directors and their manner of voting are set out below:

S. No	Name	Voted in favour/against/did not participate or vote
1.	Mr. Sandip Somany	Voted in favour
2.	Mr. Ashok Jaipuria	Did not participate (Absent)
3.	Mr. Salil Kumar Bhandari	Voted in favour
4.	Dr. Rainer Seigfried Simon	Voted in favour
5.	Mr. Girdhari Lal Sultania	Voted in favour

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6.	Ms. Alpana Parida	Voted in favour
7.	Mr. Shashvat Somany	Voted in favour

8. Interest of Directors, Key Managerial Personnel and their Relatives

None of the Directors, KMPs, if any (as defined under the Act and rules framed thereunder), as applicable, of the Demerged Company/Transferor Company, the Resulting Company and the Transferee Company, and their respective relatives (as defined under the Act and rules framed thereunder), has any interest in the Scheme except to the extent of their shareholding in the Demerged Company/Transferor Company, if any. Save as aforesaid, none of the said Directors or the KMPs, as applicable, or their respective relatives has any material interest in the Scheme.

The Registers of Directors and Key Managerial Personnel and their shareholding of the Demerged Company/Transferor Company, the Resulting Company and the Transferee Company will be available for inspection at the Registered Office of the Demerged Company between 3:00 p.m. to 5:00 p.m. on any working day up to the date of the Meeting.

9. Effect of the Scheme on Stakeholders

The Scheme is expected to have several benefits for the Companies involved as indicated in the rationale of the Scheme and is expected to be in the interest of all the stakeholders.

(a) Shareholders, Promoter and Non-Promoter Shareholders:

The effect of the Scheme on the shareholders including public shareholders, promoter as well nonpromoter shareholders of the Demerged/ Remaining Transferor Company, Resulting Company and the Transferee Company is given in the Board Report of the companies, as per the provisions of the Act. The said Board Report of the Demerged/ Remaining Transferor Company is enclosed as Annexure -7 , the Board Report of the Resulting Company is enclosed as Annexure-8 and the Board Report of the Transferee Company is enclosed herewith as Annexure - 9 .

(b) Creditors

Under the Scheme, no arrangement or compromise is being proposed with the creditors (secured or unsecured) of the Demerged/ Remaining Transferor Company and the Transferee Company. The liability of any of the creditors of the companies involved in the Scheme, are neither being reduced nor being extinguished. Accordingly, there will be no effect on the creditors and upon the approval of the Scheme, subject to the provisions of the Scheme, all creditors of the Demerged Company will be vested in and assumed by the Resulting Company on the same terms and conditions, as before. Further, the Resulting Company been incorporated in 4 March 2025 for the vesting the Demerged Undertaking pursuant to the Scheme and does not have outstanding creditors.

(c) Employees

• (i) On the Scheme becoming effective, all the employees of the Demerged Company in relation to the Demerged Undertaking, who are in service as on the specified date, shall become the employees of the Resulting Company without any break or interruption of service and on the basis of continuity of service, and the terms and conditions which are not less favourable than the terms and conditions than those applicable to them with reference to the Demerged Company.

• (ii) Similarly, all the employees of the Remaining Transferor Company post demerger shall become the employees of the Transferee Company without any interruption or break in service.

• (iii) The Scheme will not have any impact on the existing employees of the Transferee Company.

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(d) Directors and KMPs

The directors or KMPs (as defined under the Act and Rules made thereunder) of the Demerged Company/ Remaining Transferor Company, Resulting Company and Transferee Company or their relatives (as defined under the Act and Rules made thereunder) do not have any interest in the Scheme, financially or otherwise, except as shareholders or employees of the Demerged/ Remaining Transferor Company, Resulting Company and Transferee Company, as applicable.

(e) Debenture holders, Debenture Trustees, Depositors and Deposit Trustees

The Demerged/Remaining Transferor Company, Resulting Company and Transferee Company have neither issued any debentures nor taken any public deposits. Hence, there are no debenture holders, debenture trustees, depositors and deposit trustees.

10. No Investigation Proceedings

There are no proceedings pending under Sections 210 to 227 of the Act against the Demerged Company, Resulting Company and / or the Transferee Company.

11. Amounts Due to Creditors

• a) The amount due to unsecured creditors of the Demerged/Remaining Transferor Company, as on 30 September, 2025 is INR 85,15,62,265/-.

• b) The amount due to unsecured creditors of the Resulting Company, as on 30 September, 2025 is Nil.

• c) The amount due to unsecured creditors of the Transferee Company, as on 30 September, 2025 is INR 5,90,35,74,531/-.

12. Details of Registered Valuer, Merchant Banker, Valuation Methods and Rationale

• (a) Registered Valuer: Ernst & Young Merchant Banking Services LLP ("EYMBS"), an IBBI Registered Valuer having registration number IBBI/RV-E/05/2021/155, has issued the Valuation Report dated March 27, 2025. The valuation report is enclosed herewith as Annexure 10.

• (b) Details of Merchant Banker Issuing Fairness Opinion: Corporate Professionals Capital Private Limited, an independent SEBI Registered Merchant Banker having registration number INM00001143, has issued a Fairness Opinion dated March 27, 2025, certifying that the Valuation Report in reference to the Scheme is fair and reasonable. The Fairness Opinion on the valuation and share entitlement ratio is enclosed herewith as Annexure 11.

(c) Valuation Methods and Rationale for Using Above Methods:

For the Proposed Demerger: The Resulting Company is not engaged in any operations and the Demerged Company holds 100% equity shares of the Resulting Company. Pursuant to Scheme all the shareholders of the Demerged Company would become shareholders of the Resulting Company such that the shareholding pattern of the two companies would mirror each other in terms of overall number and inter-se percentage holding. The valuation approaches mentioned in the format prescribed under BSE Circular No. LIST/COMP/02/2017-18 dated May 29, 2017, and NSE Circular No. NSE/CML/2017/12 dated June 1, 2017, are not applicable in terms of SEBI Mater Circular SEBI/HO/CFD/POD-2/PCIR/2023/93 dated 20 June 2023, as there is no change in shareholding pattern of Resulting Company vis-à-vis the Demerged Company.

For the Proposed Amalgamation: The valuation approaches considered are: (a) Asset Approach (given 20% weight); (b) Income Approach (not applicable); and (c) Market Approach (given 80%

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weight). Summary of method and rationale is detailed in the valuation report enclosed herewith as Annexure 7.

13. Basis for Arriving at the Share Entitlement Ratio/Share Swap Ratio

• (a) Share Entitlement Ratio for Proposed Demerger: The Share Entitlement Ratio for the Proposed Demerger is 1 (One) equity share of the Resulting Company of INR 2/- each fully paid up, for every 1 (One) equity share of the Demerged Company of INR 2/- each fully paid up. This ratio is appropriate since: (a) The Resulting Company is not engaged in any operations; (b) the Demerged Company holds 100% equity shares of the Resulting Company; (c) once the Proposed Scheme is implemented, all shareholders of the Demerged Company would also become shareholders of the Resulting Company, and their shareholding in the Resulting Company would mirror their shareholding in the Demerged Company and (d) the Share Entitlement Ratio would also not result in any fractional entitlement and would not have any impact on the ultimate value of the shareholders of the Demerged Company, and the Proposed Demerger will be value-neutral to the shareholders.

• (b) Share Swap Ratio for Proposed Amalgamation: The Share Swap Ratio for the Proposed Amalgamation is 1 (One) equity share of the Transferee Company of INR 2/- each fully paid up, for every 1 (One) equity share of the Remaining Transferor Company of INR 2/- each fully paid up (in exchange of equity shares held in the Remaining Transferor Company). While the calculated Share Swap Ratio based on valuation was 0.5858:1, the recommended ratio is 1:1 to: (a) prevent fractional entitlements for the shareholders; (b) meet the minimum paid-up capital requirement of INR 10 Crore for a listed company under SEBI regulations; and (c) ensure that the economic interests of the existing shareholders of the Demerged Company are preserved without any dilution or modification.

• (c) Since the Remaining Transferor Company is a pure holding company, shareholder economic interest should remain unaffected. To avoid fractional shares and ensure regulatory compliance, the existing capital base of the Remaining Transferor Company is proposed to be maintained. As a result, minority shareholders holding partly paid-up shares would face dilution, for which Identified Employees ( as defined in the Scheme ) will be compensated through issuance of Additional Partly Paid-Up Equity Shares (defined in the Scheme) as detailed in the Scheme.

14. Pre and Post Scheme Shareholding Pattern

Pre and Post Scheme shareholding of Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company as on 30 September, 2025 is enclosed herewith as Annexure 12.

15. Financial Information of the Companies

Details of Revenue, PAT and EBIDTA of Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company for last 3 years and for the half year ended as on 30 September, 2025 are enclosed as Annexure 13 . Further please refer to the Annexures 4 to 6 for the financial statements of the Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company.

16. Details of Assets and Liabilities Being Transferred and Post-Scheme Balance Sheets

Details of value of Assets and liabilities of Demerged Company/Remaining Transferor Company that are being transferred to Transferee and Resulting company and post-demerger and merger balance sheet of Resulting and Transferee Company are enclosed as Annexure 14 .

• (a) Assets and Liabilities Being Transferred in the Demerger: The Demerged Undertaking includes all assets, permits, contracts, liabilities, loan, duties, and obligations pertaining to the Consumer Products Business. Specifically, this inter-alia includes: (a) all assets relating to the Consumer Products Business; (b) Demerged Undertaking Liabilities; (c) contracts, agreements,

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schemes, arrangements, KYC details, and other instruments pertaining to the Consumer Products Business; and (d) all refunds, reimbursements, claims, concessions, exemptions, benefits including tax-related benefits applicable to the Consumer Products Business.

• (b) Post-Scheme Balance Sheet Treatment and Accounting Method to be Used for the Scheme: Upon coming into effect of the Scheme, the accounting treatment in the books will be as follows:

For Demerger: The Demerged Company/ Remaining Transferor Company and the Resulting Company shall account for the Demerged Undertaking account in accordance with principles laid down in Appendix C to the Indian Accounting Standard 103 “Business Combination” and in the manner specified under clause 11 of the Scheme.

For Amalgamation: The Remaining Transferor Company shall stand dissolved without being wound up upon this Scheme becoming effective. Hence there is no accounting treatment prescribed under the Scheme in the books of Remaining Transferor Company.

The Transferee Company shall account for amalgamation of the Remaining Transferor Company in its books of account in accordance with principles laid down in Appendix C to the Indian Accounting Standard 103 “Business Combination” and in the manner specified under Clause 23 of the Scheme.

Further, please refer the accounting treatment certificate issued by Statutory Auditors for Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company, which are enclosed as Annexure 15 to17 .

1. Details of Potential Benefits and Risks Associated with the Amalgamation and Demerger

Potential Benefits: The Scheme is in the interest of all stakeholders of each of the companies involved and will have the following benefits: (a) unlocking value in business for shareholders by attracting distinct strategic and financial investors; (b) easier access to growth capital for respective companies; (c) flexibility for investors to invest according to their strategies and risk profiles; (d) creation of focused companies with improved management and better visibility on business performance; (e) more effective resource allocation for growth and better risk management, (f) streamlined corporate structure resulting in greater operational efficiency; and (g) smoother and more effective controls and processes.

Potential Risks: As the Scheme is in the best interests of all stakeholders of each of the companies involved, aimed at unlocking shareholder value and enhancing management and operational efficiency, the Demerged Company/Remaining Transferor Company does not anticipate any new or additional risks.

1. Financial implication of the demerger and amalgamation on Promoters, Public Shareholders and the Companies

2. (a) For demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company to the Resulting company:

   • (i) In relation to the demerger, transfer and vesting of the Demerged Undertaking, each shareholder of the Demerged Company whose name is recorded in the register of members and records of the depository as a member of the Demerged Company as on the Record Date for Demerger (as defined in the Scheme) shall be issued and allotted in dematerialized form, on a proportionate basis 1 (One) fully paid-up equity share having face value of INR 2 (Two) each of the Resulting Company (" Resulting Company New Equity Shares "), credited as fully paid up, for every 1 (One) fully paid-up equity share having face value of INR 2 (Two) each of the Demerged Company as held by such shareholder/member in the Demerged Company. Accordingly, there would not be any change in the shareholding pattern of the promoters or the public shareholders on an aggregate basis.

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• (ii) The Resulting Company New Equity Shares shall rank pari-passu in all respects with the existing equity shares of the Resulting Company, as the case may be.

• (iii) Further, the Resulting Company shall apply for a listing of the Resulting Company New Equity Shares on Stock Exchanges (as defined in the Scheme) in terms of and in compliance with SEBI Scheme Circular and other relevant provisions as may be applicable.

• (iv) Therefore, there will be no change in the economic interest of the shareholders (including public shareholders) of the Company before and after the Scheme.

• (b) For amalgamation of the Remaining Transferor Company with and into the Transferee Company

• (i) In consideration of the amalgamation of the Remaining Transferor Company with the Transferee Company, each shareholder of the Remaining Transferor Company whose name is recorded in the register of members and records of the depository as a member of the Remaining Transferor Company as on the Record Date for Amalgamation (as defined in the Scheme) shall be issued and allotted in dematerialized form, on a proportionate basis 1 (One) fully paid-up equity share having face value of INR 2 (Two) each of the Transferee Company (" Transferee Company New Equity Shares "), credited as fully paid up, for every 1 (One) fully paid-up equity share having face value of INR 2 (Two) each of the Remaining Transferor Company as held by such shareholder/member in the Remaining Transferor Company.

• (ii) The Transferee Company New Equity Shares shall rank pari-passu in all respects with the existing equity shares of the Transferee Company, as the case may be.

• (iii) Further, the Transferee Company shall apply for a listing of all its equity shares on Stock Exchanges (as defined in the Scheme) in terms of and in compliance with SEBI Scheme Circular and other relevant provisions as may be applicable.

• (iv) Further, in view of the dilution of shareholding stake of the Existing PPS Holders ( as defined in the Scheme ), pursuant to allotment of the Transferee Company New Equity Shares ( as defined in the Scheme ) to shareholders of the Remaining Transferor Company, the Scheme stipulates that the Transferee Company shall issue Additional Partly Paid-Up Equity Shares (as defined in the Scheme) to the Identified Employees in such proportion as may be required to ensure that the post-Scheme shareholding percentage of the Identified Employees in the Transferee Company remains equivalent to their pre-Scheme shareholding percentage

• (v) The economic interest of all categories of shareholders in Transferee Company remains unchanged and are not affected by the Scheme.

• (vi) Pursuant to the Scheme, the Remaining Transferor Company will be dissolved without being wound up.

• (vii) Therefore, the proposed amalgamation would be value neutral to the shareholders of the Remaining Transferor Company.

19. No-Objection of Stock Exchanges

The Demerged Company/Remaining Transferor Company had filed the Scheme with NSE and BSE (collectively, “ Stock Exchanges ”) in terms of the SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20th June, 2023 (“ SEBI Circular ”) for their approval. Apart from the same, the Demerged Company/Remaining Transferor Company had also submitted the Report of its Audit Committee on the Scheme and various other documents to the Stock Exchanges and also displayed the same on its website in terms of the SEBI Circulars and addressed all queries on the said documents. NSE and BSE, vide its Observation Letter dated August 29, 2025 and August 28, 2025 respectively, conveyed ‘No Adverse Observation / No Objection’ to the Scheme.

18

The further documents and information, as advised by the Stock Exchanges, are also provided as under:

• (i) The Demerged Company/Remaining Transferor Company had filed its no complaints report with NSE and BSE, dated 4 June, 2025 and 10 June, 2025 respectively. This report indicates that Demerged Company/Remaining Transferor Company received no complaints from the Unsecured Creditors with respect to the Scheme. A copy of the no complaints report submitted by Demerged Company/Remaining Transferor Company, dated 10 June, 2025, and dated 4 June, 2025, to BSE and NSE, respectively is enclosed as Annexure 18 and Annexure 19 .

• (ii) Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company is enclosed as Annexure 20 . Further, there are no pending adjudication and recovery proceedings, prosecution initiated, and all other enforcement action against the directors and promoters.

• (iii) Information pertaining to the Resulting Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed as Annexure 21 .

• (iv) Information pertaining to the Transferee Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed as Annexure 22 .

• (v) Details of capital built-up of the Demerged Company/Remaining Transferor Company, Resulting Company and Transferee Company, since incorporation and last 3 years are enclosed as Annexure 23 .

• (vi) Additional information submitted by the Company to the Stock Exchanges as per Annexure M of Exchange checklist is enclosed as Annexure 24.

• Based on the above, and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the best interests of the companies and their respective shareholders, creditors, employees and other stakeholders, and the terms thereof are fair and reasonable. The Board of the Transferee Company recommends the Scheme for the approval of its unsecured creditors.

• This Explanatory Statement should be read in conjunction with the Scheme, which forms an integral part of this statement. The unsecured creditors are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof.

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ANNEXURE -1

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ANNEXURE -2

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ANNEXURE -3

Ref: NSE/LIST/ 47961

August 29, 2025

The Company Secretary Hindware Home Innovation Limited

Dear Sir/Madam,

Sub: Observation Letter for draft composite scheme of arrangement amongst Hindware Home Innovation Limited (“Demerged Company/HHIL”) and HHIL Limited (“Resulting Company/HHILL”) and Hindware Limited (“Transferee Company/HL”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of Companies Act, 2013 and rules made thereunder.

We are in receipt of captioned draft Scheme of arrangement filed by Hindware Home Innovation Limited.

Based on our letter reference no. NSE/LIST/47961 dated June 27, 2025, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated August 28, 2025 has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.

• c) The Company shall ensure compliance with the SEBI circulars issued from time to time.

• d) The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Transferor/Demerged Company are transferred to and vested and be deemed to be transferred to and vested in the Transferee and Resulting Company.

• e) The Company shall ensure that all the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

Non-Confidential 68

• f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.

• h) The Company shall ensure that both the Companies discloses the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.

• i. Need for demerger and merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.

• iii. Basis for arriving at the share swap ratio.

• iv. Pre and Post scheme shareholding of transferor/demerged, transferee and resulting companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

• v. Capital built-up of transferor/demerged, resulting and transferee companies since incorporation and last 3 years.

• vi. Details of Revenue, PAT and EBIDTA of transferor/demerged, resulting and transferee companies for last 3 years.

• vii. Value of Assets and liabilities of transferor/demerged company that are being transferred to transferee and resulting company and post-demerger and merger balance sheet of resulting and transferee company.

• viii. Details of potential benefits and risks associated with the amalgamation and demerger.

• ix. Details of accounting method to be used for the Scheme in the books of accounts of transferee and resulting company as per the Certificate submitted by the Statutory Auditor.

69 Non-Confidential

• x. Financial implication of the demerger and amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee and resulting company pursuant to merger and demerger.

• i) The Company shall ensure to disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs.

• j) The Company shall ensure that applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• k) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• l) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

• m) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

• n) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.

• o) The Company shall ensure to comply with all the applicable provisions of Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• p) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

• q) Please note that the submission of documents/information in accordance with the Circular, to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

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Please note that the submission of documents/information, in accordance with the Circular to National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by NSE. NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of HHIL Limited and Hindware Limited is at the discretion of the Exchange.

The listing of HHIL Limited and Hindware Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about HHIL Limited and Hindware Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the HHIL Limited and Hindware Limited, its promoters, its management etc.”

2. To publish an advertisement in the newspapers containing all the information about HHIL Limited and Hindware Limited in line with the details required as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.

3. To disclose all the material information about HHIL Limited and Hindware Limited to NSE on continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.

4. The following provision shall be incorporated in the scheme:

• (a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

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Non-Confidential

• (b) “There shall be no change in the shareholding pattern or control in HHIL Limited and Hindware Limited between the record date and the listing which may affect the status of this approval.”

With reference to Part II (A) (5) of SEBI Master Circular dated June 20, 2023, HHIL Limited and Hindware Limited shall ensure that steps for listing of specified securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon’ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed. Accordingly, the company must initiate necessary steps to ensure strict adherence to said timeline.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

The validity of this “Observation Letter” shall be six months from August 29, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37/59(A) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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ANNEXURE -4

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ANNEXURE -12

Pre and post shareholding pattern of Hindware Home Innovation Limited

			Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)	Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)	Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)	Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)	Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)	Hindware Home Innovation Limited (Demerged Company / Remaining Transferor Company)
			Pre-shareholding as on 30 September, 2025			Post-shareholding (Post giving effect to demerger and amalgamation pursuant to the Scheme)
Sr.		Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%
(A)		Shareholding of Promoter and Promoter Group
1		Indian
		Individuals/ Hindu Undivided Family	Names of Promoter
			Sandip Somany	7321210	8.7526	-	0.0000	0.0000
			Sumita Somany	190735	0.2280	-	0.0000	0.0000
			Divya Somany	174047	0.2081	-	0.0000	0.0000
			Sandip Somany HUF	113531	0.1357	-	0.0000	0.0000
			Shashvat Somany	90325	0.1080	-	0.0000	0.0000
(b)		Central Government/ State Government(s)		0	0		0.0000	0.0000
(c)		Bodies Corporate	Somany Impresa Limited	36227771	43.3106	-	0.0000	0.0000
			Matterhorn Trust	119	0.0001	-	0.0000	0.0000
(d)		Financial Institutions/ Banks		0.0000	0.0000		0.0000	0.0000
(e)		Any Others		0.0000	0.0000		0.0000	0.0000
		Sub Total(A)(1)		44117738	52.7432		0.0000	0.0000
2		**Foreign **
(a)		Individuals (Non-Residents Individuals/ Foreign Individuals)		0.0000	0.0000		0.0000	0.0000
(b)		Bodies Corporate		0.0000	0.0000		0.0000	0.0000
(c)		Institutions		0.0000	0.0000		0.0000	0.0000
(d)		AnyOthers		0.0000	0.0000		0.0000	0.0000
				0.0000	0.0000		0.0000	0.0000
		Sub Total(A)(2)		0.0000	0.0000		0.0000	0.0000
		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		44117738	52.7432		0.0000	0.0000
(B)		Public shareholding
1		Institutions
(a)		Mutual Funds/ UTI		373	0.0005		0.0000	0.0000
(b)		Financial Institutions/Banks		1687	0.0020		0.0000	0.0000

137

(c)	Central Government/ State Government(s)		0	0		0.0000	0.0000
(d)	Venture Capital Funds		0	0		0.0000	0.0000
(e)	Insurance Companies		111181	0.1329		0.0000	0.0000
(f)	Foreign Institutional Investors		2638576	3.1544		0.0000	0.0000
(g)	Foreign Venture Capital Investors		0	0		0.0000	0.0000
(h)	AnyOther		5195028	6.2107		0.0000	0.0000
	Sub-Total(B)(1)		7946845	9.5005		0.0000	0.0000
2	Non-institutions
(a)	Bodies Corporate		3718026	4.4449		0.0000	0.0000
(b)	Individuals
I	Individuals – i. Individual shareholders holding nominal share capital upto Rs 2 lakh		13275810	15.8714		0.0000	0.0000
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.		10521696	12.5788		0.0000	0.0000
(c)	Any Other		4066242	4.8612		0.0000	0.0000
	Sub-Total (B)(2)		31581774	37.7563		0.0000	0.0000
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		39528619	47.2568		0.0000	0.0000
	TOTAL (A)+(B)		83646357	100.0000		0.0000	0.0000
(C)	Shares held by Custodians and against which DRs have been issued		0.0000	0.0000		0.0000	0.0000
(D)	Unclaimed Suspense Account		0.0000	0.0000		0.0000	0.0000
	GRAND TOTAL (A)+(B)+(C)		83646357	100.0000		0.0000	0.0000

138

Pre and Post Shareholding of HHIL Limited

		HHIL Limited (Resulting company)	HHIL Limited (Resulting company)	HHIL Limited (Resulting company)	HHIL Limited (Resulting company)	HHIL Limited (Resulting company)
		**Pre-shareholding as on30 September, **		2025	Post-shareholding
Sr.	Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%
(A)	Shareholding of Promoter and Promoter Group
1	Indian
	Individuals/ Hindu Undivided Family	Names of Promoter			Names of Promoter
		Mr. G.L. Sultania*	1	0.0000	Sandip Somany	7321210	8.7526
		Mr. Niranjan Kumar Goenka*	1	0.0000	Sumita Somany	190735	0.2280
		Mr. Ravi Kedia*	1	0.0000	Divya Somany	174047	0.2081
		Mr. Shyam Saraf*	1	0.0000	Sandip Somany HUF	113531	0.1357
		Mr. Ajay Kumar Dokania*	1	0.0000	Shashvat Somany	90325	0.1080
		Mr. Deepak Singh*	1	0.0000
(b)	Central Government/ State Government(s)		0.0000	0.0000
(c)	Bodies Corporate	Hindware Home Innovation Limited	4999994	100.0000	Somany Impresa Limited	36227771	43.3106
					Matterhorn Trust	119	0.0001
(d)	Financial Institutions/ Banks		0.0000	0.0000		0	0
(e)	Any Others		0.0000	0.0000		0	0
	Sub Total(A)(1)		5000000	100.0000		44117738	**52.7432 **
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)		0.0000	0.0000		0.0000	0.0000
(b)	Bodies Corporate		0.0000	0.0000		0.0000	0.0000
(c)	Institutions		0.0000	0.0000		0.0000	0.0000
(d)	Any Others		0.0000	0.0000		0.0000	0.0000
			0.0000	0.0000		0.0000	0.0000
	Sub Total(A)(2)		0.0000	0.0000		0.0000	0.0000
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		5000000	100.0000		44117738	52.7432
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI		0.0000	0.0000		373	0.0005

139

(b)	Financial Institutions/Banks		0.0000	0.0000		1687	0.0020
(c)	Central Government/ State Government(s)		0.0000	0.0000		0	0
(d)	Venture Capital Funds		0.0000	0.0000		0	0
(e)	Insurance Companies		0.0000	0.0000		111181	0.1329
(f)	Foreign Institutional Investors		0.0000	0.0000		2638576	3.1544
(g)	Foreign Venture Capital Investors		0.0000	0.0000		0	0
(h)	Any Other		0.0000	0.0000		5195028	6.2107
	Sub-Total(B)(1)		0.0000	0.0000		7946845	9.5005
2	Non-institutions
(a)	Bodies Corporate		0.0000	0.0000		3718026	4.4449
(b)	Individuals
I	Individuals – i. Individual shareholders holding nominal share capital up to Rs 2 lakh		0.0000	0.0000		13275810	15.8714
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.		0.0000	0.0000		10521696	12.5788
(c)	Any Other		0.0000	0.0000		4066242	4.8612
	Sub-Total (B)(2)		0.0000	0.0000		31581774	37.7563
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		0.0000	0.0000		39528619	47.2568
	TOTAL (A)+(B)		5000000	100.0000		**83646357 **	100.0000
(C)	Shares held by Custodians and against which DRs have been issued		0.0000	0.0000		0.0000	0.0000
(D)	Unclaimed Suspense Account		0.0000	0.0000		0.0000	0.0000
	GRAND TOTAL (A)+(B)+(C)		5000000	100.0000		83646357	100.0000

• As a nominee of Hindware Home Innovation Limited

140

Pre and post shareholding pattern of Hindware Limited

Hindware Limited (Transferee company)

		Hindware Limited (Transferee company)	Hindware Limited (Transferee company)	Hindware Limited (Transferee company)	Hindware Limited (Transferee company)	Hindware Limited (Transferee company)	Hindware Limited (Transferee company)
		Pre-shareholding as on 30 September,		2025	Post-shareholding
Sr.	Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%
(A)	Shareholding of Promoter and Promoter Group
1	Indian
	Individuals/ Hindu Undivided Family	Names of Promoter			Names of Promoter
		Niranjan Kumar Goenka*	98	0.0000	Sandip Somany	7321210	8.63016
		Girdhari Lal Sultania*	98	0.0000	Sumita Somany	190735	0.22484
		Deepak Singh*	1	0.0000	Divya Somany	174047	0.20516
		Sandip Somany*	98	0.0000	Sandip Somany HUF	113531	0.13383
		Ravi Kedia*	98	0.0000	Shashvat Somany	90325	0.1065
		Ajay Kumar Dokania*	98	0.0000
(b)	Central Government/ State Government(s)		0	0
(c)	Bodies Corporate	Hindware Home Innovation Limited	49199509$	98.6000$	Somany Impresa Limited	36227771	42.7049
					Matterhorn Trust	119	0.0001
(d)	Financial Institutions/ Banks		0.0000	0.0000		0.0000	0.0000
(e)	Any Others		0.0000	0.0000		0.0000	0.0000
	Sub Total(A)(1)		49200000$	98.6000$		44117738	52.0055
2	**Foreign **
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)		0.0000	0.0000		0.0000	0.0000
(b)	Bodies Corporate		0.0000	0.0000		0.0000	0.0000
(c)	Institutions		0.0000	0.0000		0.0000	0.0000
(d)	Any Others		0.0000	0.0000		0.0000	0.0000
			0.0000	0.0000		0.0000	0.0000
	Sub Total(A)(2)		0.0000	0.0000		0.0000	0.0000
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		49200000$	98.6000$		44117738	52.0055
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI		0.0000	0.0000		373	0.0004

141

(b)	Financial Institutions/Banks		0.0000	0.0000		1687	0.0020
(c)	Central Government/ State Government(s)		0.0000	0.0000		0.0000	0.0000
(d)	Venture Capital Funds		0.0000	0.0000		0.0000	0.0000
(e)	Insurance Companies		0.0000	0.0000		111181	0.1311
(f)	Foreign Institutional Investors		0.0000	0.0000		2638576	3.1103
(g)	Foreign Venture Capital Investors		0.0000	0.0000		0.0000	0.0000
(h)	Any Other		0.0000	0.0000		5195028	6.1238
	Sub-Total(B)(1)		0.0000	0.0000		7946845	9.3677
2	Non-institutions
(a)	Bodies Corporate		0	0		3718026	4.3828
(b)	Individuals
I	Individuals – i. Individual shareholders holding nominal share capital up to Rs 2 lakh		0	0		13275810	15.6494
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.		700000	1.4000		11708137@	13.8014@
(c)	Any Other		0	0		4066242	4.7932
	Sub-Total (B)(2)		700000	1.4000		32768215@	38.6268@
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		700000	1.4000		40715060@	47.9945@
	TOTAL (A)+(B)		49900000$	100.0000$		84832798@	100.0000@
(C)	Shares held by Custodians and against which DRs have been issued		0.0000	0.0000		0.0000	0.0000
(D)	Unclaimed Suspense Account		0.0000	0.0000		0.0000	0.0000
	GRAND TOTAL (A)+(B)+(C)		49900000$	100.0000$		84832798@	100.0000@

• As a nominee of Hindware Home Innovation Limited

$ including 200000 partly paid up equity shares assuming as fully paid up equity share

@ including 1186441 party paid up equity shares assuming as fully paid up equity share

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ANNEXURE -156

LODHA & (Q LLP

12, Bhagat Singh Marg, New Delhi - 110 001, India Telephone :91 11 23710176/23710177 /23364671 /2414 E-mail delhi@lodhaco.com

Chartered Accountants

To The Board of Directors, Hindware Home Innovation Limited 2, Red Cross Place, Kolkata- 700 001 West Bengal

Statutory Auditor's Certifcate on the proposed accounting treatment specifed in the draft Composite Scheme of Arrangement ("Draft Scheme") pertaining to: ( de-merger of Hndware Home Innovation Limited ("Demerged Company" ), with and into H Limited ("Resulting Company") (refr Par II o(the Drf Scheme): and (i subsequent amalgamation of remaining Hindware Home Innovation Limited ("Remaining Transferor Companv") with and into the Hindware Limited ("Transferee Companv") (efr Part I of the Draf Scheme)

1. This certificate is issued in accordance with the terms of our agreement dated 10[th ] March 2025 with Hindware Home Innovation Limited (CIN: L74999WB2017PLC222970) (hereinafter referred as the "Company"), having its registered office at 2, Red cross Place,. Kolkata, West Bengal - 700001.

2. We, the Statutory Auditors of the Company, have examined the proposed accounting treatment specified under Clause 11.1 of Part II and Clause 23 .1 of Part III of the draft Composite Scheme of Arrangement amongst Hindware Home Innovation Limited (the "Demerged Company"), HHIL limited (the "Resulting Company") and Hindware limited (the "Transferee Company") in terms of the provisions of section 230 to 232 and other applicable provisions of the Companies Act, 2013 as approved by the Board of Directors in their meeting held on 27[th] March 2025, in terms of the provisions of Section 230 to 232 read with other relevant provisions of the Companies Act, 2013 (''the Act") and rules made thereunder with reference to its compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the rules made there under and other Generally Accepted Accounting Principles.

3. A certified true copy of the abstract of the Draft Scheme capturing the proposed accounting treatment specified in the Draft Scheme, as attached herewith in Annexure A, has been initialed and stamped by us for identification purposes only.

Responsibilit of the Management of the Companv

1. The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 ( as amended) as aforesaid, and other applicable accounting standards, is that of the Board of Directors of the companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the p.. & Co 0 (< circumstances, ensuring compliance with SEBI (Listing Obligations and Disclosure Requirements) ...i egulations, 2015 and circular issued thereunder read with SEBI Master Circular

� ":1. [Ne ] {p, e • 2 . c:. �� @ c>,-.f!d Acco-S (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 Kolkala Mumbai New Delhi Chennai Hyderabad Jaipur 150 Regd. Office: 19, Esplanade Mansions,.14 Government Place East, Kolkata 700069, West Bengal, India. ;!!' Lodha & Co (ICAI Reg. No. 301051 E) a Partnershlp Firm was converted into Lodha & Co LLP

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ANNEXURE -166

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ANNEXURE -17

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ANNEXURE -188

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4[th] June, 2025

Listing Department National Stock Exchange of India Limited Plot No. C-1, Block-G, Exchange Plaza, 5[th] Floor, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 (NSE Symbol: HINDWAREAP)

Dear Sir/Madam,

Sub: Submission of Report on Complaints as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 for the scheme of arrangement between Hindware Home Innovation Limited (“Demerged Company/Remaining Transferor Company”) and Hindware Limited (“Transferee Company”) and HHIL Limited (“Resulting Company”) and their respective shareholders and creditors under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules thereunder

This is with reference to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ) for the Scheme arrangement between Hindware Home Innovation Limited (“ Demerged Company / Remaining Transferor Company”) and Hindware Limited (“ Transferee Company ”) and HHIL Limited (“ Resulting Company ”) and their respective shareholders and creditors under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules thereunder.

In terms of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 (‘SEBI Circular’), a listed entity is required to submit a “Report on Complaints” to the stock exchanges within 7 days of expiry of 21 days from the date of filing of the draft Scheme with the stock exchanges and hosting of the same along with the documents specified in the above SEBI Circular on the website of the stock exchanges.

It may be noted that the Company has filed the draft Scheme with NSE under Regulation 37 of the SEBI Listing Regulations and the same was hosted by NSE on its website on 8[th] May 2025.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.hindwarehomes.com as per requirement of the aforementioned said SEBI Circular.

In view of the above, please find enclosed Report on Complaints as per the format prescribed under the said SEBI Circular.

Kindly take the same on record.

For Hindware Home Innovation Limited

PAYAL Digitally signed by PAYAL M PURI M PURI Date: 2025.06.04 17:31:55 +05'30' Payal M Puri (Company Secretary and Sr. V. P. Group General Counsel) Name: Payal M Puri Address: 301-302, 3[rd] Floor, Park Centra, Sector-30, Gurugram-122001 Membership No.: 16068

Encl.: As above

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162

Complaints Report of Hindware Home Innovation Limited

Date: From 8 May, 2025 till 29 May, 2025

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr. No.	Name of complainant	Date of complaint	Status
	NIL

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163

ANNEXURE -19

10[th] June, 2025

The Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers, 1[st] Floor, New Trading Ring, Rotunda Building, Mumbai - 400 001 (BSE Scrip Code: 542905)

Dear Sir/Madam,

Sub: Submission of Report on Complaints as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 for the scheme of arrangement between Hindware Home Innovation Limited (“Demerged Company/Remaining Transferor Company”) and Hindware Limited (“Transferee Company”) and HHIL Limited (“Resulting Company”) and their respective shareholders and creditors under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules thereunder

This is with reference to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ) for the Scheme arrangement between Hindware Home Innovation Limited (“ Demerged Company / Remaining Transferor Company”) and Hindware Limited (“ Transferee Company ”) and HHIL Limited (“ Resulting Company ”) and their respective shareholders and creditors under Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules thereunder.

In terms of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023 (‘SEBI Circular’), a listed entity is required to submit a “Report on Complaints” to the stock exchanges within 7 days of expiry of 21 days from the date of filing of the draft Scheme with the stock exchanges and hosting of the same along with the documents specified in the above SEBI Circular on the website of the stock exchanges.

It may be noted that the Company has filed the draft Scheme with BSE under Regulation 37 of the SEBI Listing Regulations and the same was hosted by BSE on its website on 19[th] May 2025.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.hindwarehomes.com as per requirement of the aforementioned said SEBI Circular.

In view of the above, please find enclosed Report on Complaints as per the format prescribed under the said SEBI Circular.

Kindly take the same on record.

For Hindware Home Innovation Limited

PAYAL Digitally signed by PAYAL M PURI Date: 2025.06.10 M PURI 14:17:35 +05'30' Payal M Puri (Company Secretary and Sr. V. P. Group General Counsel) Name: Payal M Puri Address: 301-302, 3[rd] Floor, Park Centra, Sector-30, Gurugram-122001 Membership No.: 16068

Encl.: As above

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164

Complaints Report of Hindware Home Innovation Limited

Date: From 19[th] May, 2025 till 9[th] June, 2025

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr. No.	Name of complainant	Date of complaint	Status
1.	NIL
2.

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165

ANNEXURE- 20

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Hindware Home Innovation Limited, HHIL Limited and Hindware Limited, its promoters and director.

Note : All outstanding criminal litigations, actions initiated by regulatory or statutory authorities, and disciplinary actions, including any penalties imposed by SEBI or stock exchanges, have been disclosed below.

With respect to civil and tax proceedings involving our Company, only material litigations have been disclosed. For this purpose, “material” refers to proceedings where the amount involved is equal to or exceeds 5% of the average absolute value of profit or loss after tax, based on the last three audited consolidated financial statements of our Company i.e. Hindware Home Innovation Limited, which is determined to be INR.2.55 crores (“Materiality Threshold”), in accordance with Regulation 30 of the SEBI LODR Regulations.

Pre-litigation notices received by our Company from third parties (excluding notices pertaining to offences involving moral turpitude, criminal liability, material statutory violations, or economic offences) shall not be evaluated for materiality until such time as our Company is impleaded as a defendant in litigation proceedings before any judicial forum.

Hindware Home Innovation Limited (Demerged Company/Remaining Transferor Company)

• I. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Hindware Home Innovation Limited (“HHIL”), its promoters and directors.

CASE SUMMARY OF CRIMINAL LITIGATION AGAINST THE HHIL

CASE	SUMMARY OF CRIM	INAL LITIGATION	AGAINST THE HHIL
S. No.	COURT/TRIBUNAL	PARTIES	BRIEF SUMMARY
1	CJM, Bijnour, UP, Nagina court complex	Nasreen vs. Hindware Home Innovation Limited and ors.	The complaint has been filed byNasreen, wife of Abid Ali, proprietor of Rifa Sales, resident of Begum Sarai, Afzalgarh, District Bijnor, before the Court of Additional Chief Judicial Magistrate, Nagina, under Case No. 4668/2022. The accused parties areHindware Home Innovation Ltd. (formerly Somany Home Innovation Ltd.), having its office at Plot No. 68, Echelon Institutional Area, Sector-31, Gurugram, Haryana, andMr. Rakesh Kaul, Manager of the said company. The offences alleged are underSections 420, 504, and 506 of the Indian Penal Code. According to the complaint, the accused initially entered into a business arrangement with the complainant for selling air coolers under the company’s earlier name HSIL. They took two signed security cheques from the complainant and later changed the company name to SHIL, demanding five new cheques in exchange for returning the old ones. Subsequently, the accused insisted on selling RO water purifiers instead of air coolers. The complainant sold some RO units, but customers reported leakage issues, leading to returns and financial losses. Despite complaints and a report by the

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			company’s staff confirming defects, the accused neither collected the defective units nor resolved the issue, and instead exerted pressure to recover money. The complainant, fearing misuse of security cheques, informed the bank and police on 25.06.2022 to stop payment. However, the accused allegedly filled one cheque (No. 422189) with an amount of INR.6,83,515 and presented it to the bank, which was dishonored due to prior stop-payment instructions. Despite receiving a legal reply from the complainant, the accused allegedly threatened her with dire consequences and used abusive language. The complaint seeks that the accused be summoned and punished for cheating, criminal intimidation, and abusive conduct under the relevant IPC sections. The Complaint is pending for statement of Complainant and any witnesses under Section 200 of CR. PC.
2	JMIC, Jamshedpur Court	M/s Bindal Lifestyle vs. Hindware Home Innovation Limited and ors.	The complaint has been filed byM/S Bindal Lifestyle, a proprietorship firm represented by its authorized personAjay Sharma, before the Chief Judicial Magistrate, Jamshedpur, under Case No. 1041/2024. The accused parties are M/S Somany Home Innovation Pvt. Ltd. (now Hindware Home Innovation Pvt. Ltd.)and its senior officials:Mr. Ghanashyam Deep (Franchisee Head), Mr. Salil Kapoor (CEO), Mr. Sankalp Nandkeolyar (Business Head), and Mr. Sandip Somany (Chairman). The allegations pertain to fraudulent inducement and breach of trust in connection with a franchise agreement for the brand “EVOK.” According to the complaint, the accused approached the complainant to start a franchise business for home furniture and décor under the EVOK brand, assuring lucrative returns. Acting on these promises, the complainant entered into aFranchise Agreement dated 07.12.2021and paidINR.4,00,000 as a non-refundable franchise feeandINR.4,00,000 as a security deposit, besides investing heavily in showroom setup. Subsequently, the accused allegedly engaged in unfair practices, including sending products without purchase orders, supplying items with low demand, and failing to honor verbal commitments regarding online bookings. Products worth approximatelyINR.13,00,000, including INR.9,00,196 without any purchase order, remain unsold with the complainant. Despite repeated reminders, emails, and a legal

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notice sent on 29.11.2023 requesting closure of the franchise and resolution of the matter, the accused did not respond. The complaint asserts that the accused acted with dishonest intention from the outset, committing offences under Sections 420, 406, 467, 468, 471, 323, 504, 506, and 34 of the IPC , amounting to cheating, criminal breach of trust, forgery, and intimidation. The complainant seeks that all accused be summoned and punished as per law for the losses and fraudulent acts committed. The matter is pending for appearance of parties as notice issued to accused persons.

ACTION TAKEN BY THE REGULATORY AUTHORITY AGAINST THE HHIL

S. No.	STOCK EXCHANGES	BRIEF SUMMARY
1	NSE AND BSE	Hindware Home Innovation Limited (“Company”) has received a notice from National Stock Exchange of India Limited(“NSE”)and BSE Limited(“BSE”)for violation of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“LODR Regulations”). As per notice the Company has not obtained prior approval from shareholders before appointing Mr. Girdhari Lal Sultania who has attained the age of 75 years as Additional Director (Non- Independent Director) at the meeting of board of directors held on February 8, 2023. In the aforesaid meeting, the board of directors passed a resolution for the appointment of Mr. Girdhari Lal Sultania as ‘additional director’, subject to the approval of shareholders. In this regard, BSE has imposed a fine of INR.99,120 (including GST) on the Company. The Company vide its letter dated 26.05.2023 informed the BSE (Designated Stock exchange) that as the board of directors at its meeting held on February 8, 2023 appointed Mr. Girdhari Lal Sultania as ‘additional director’, subject to the approval of shareholders, the Company has been in compliance of Regulation 17 (1A) LODR Regulation and Companies Act, 2013. Accordingly, the Company has sought waiver of fine from BSE Limited. In this regard the Company has filed a waiver application on 26.05.2023 and the same is pending with BSE Limited.

CASE SUMMARY OF MATERIAL TAX LITIGATION AGAINST THE HHIL

S. No.	COURT/TRIBUNAL	PARTIES	BRIEF SUMMARY
1	Excise &Taxation Commissioner-Appeal	Excise &Taxation Officer-State Tax vs. Hindware Home Innovation Ltd	A demand order was issued by the Excise & Taxation Officer (ETO), State Tax – Haryana, alleging excess availment of Input Tax Credit (ITC) compared to GSTR-2A and delay in payment to trade creditors. The company contends that the said order is vague, cryptic, and in gross violation of the principles of natural justice, as it was passed without proper considerationofthefacts and submissions.

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Accordingly, an appeal was filed on 25.03.2024 before the First Appellate Authority, and the matter is currently pending for hearing. Amount - involved INR. 19,11,69,426/

Promoter of Demerged Company/Remaining Transferor Company

• I. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Somany Impresa Limited .

CASE SUMMARY OF TAX LITIGATION AGAINST THE SOMANY IMPRESA LIMITED

S.No.	Court/Tribunal	Parties	Brief Summary
1	Commissioner of Income-tax (Appeals)	Somany Impresa Limited filed Appeal against Assessment Order pertaining to AY 2017-2018	The assessee company (Somany Impresa Limited) filed its return of income on 31/10/2017 declaring INR.98,68,980 for AY 2017-18. The case was selected for Limited Scrutiny restricted to three issues: (1) capital gain/loss u/s 111A, (2) share capital, and (3) expenses incurred for earning exempt income. Notices u/s 143(2) and 142(1) were duly complied with by the assessee, providing all required details. However, the Assessing Officer (AO) went beyond the scope of limited scrutiny without any documented approval and started examining matters related to amalgamation effective from 01/04/2017, which pertains to AY 2018-19. The AO incorrectly mixed the issue of bonus shares issued during the current year with amalgamation and invoked Section 56(viia) of the Income Tax Act, which applies to receipt of shares, not issuance. Based on this misinterpretation, the AO calculated FMV for compulsory convertible preference shares and added INR.52,49,53,270 as income under Section 56(viia), treating it as business income. The assessee has filed appeal against Assessment order and contends that the assessment order u/s 143(3) is illegal, erroneous, and contrary to law. Grounds of appeal include jurisdictional error for exceeding limited scrutiny scope, wrong application of Section 56(viia), and incorrect assumption of amalgamation date as 01/01/2017 instead of 01/04/2017. The assessee seeks to quash the assessment order and delete the unjustified addition of INR.52.49 crore. The matter is pending with the CIT(A).

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HHIL Limited (Resulting Company)

• II. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against HHIL Limited, its promoters and directors.

There are no pending litigations, adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against HHIL Limited and Directors. For Promoters, please refer the section above.

Hindware Limited (Transferee Company)

• I. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Hindware Limited (“HL”), its promoters and directors.

CASE SUMMARY OF CRIMINAL LITIGATION AGAINST THE HL

CASE	SUMMARY OF C	RIMINAL LITIGATION A	GAINST THE HL
S No.	COURT/ TRIBUNAL	PARTIES	BRIEF SUMMARY
1	Judicial First Class Magistrate, Bhongir	State of Telangana vs. Girdhari Lal Sultania and Ors.	The Assistant Inspector of Factories, Nalgonda, filed a complaint under Sections 32(A), 11(1)(A), 41 and Rules 61-E, 61-J, and 41(c) of the Factories Act, 1948 and Telangana Factories Rules, 1950 against the Occupier (Sri Giridharlal Sultania) and Manager (Sri Vivek Tiwari). The complaint alleges non- compliance with statutory safety provisions, including failure to provide PPE, conduct medical examinations, and maintain safe access with the factory premises. These alleged lapses reportedly led to a fatal accident on 14 September 2020 involving a forklift operator, Mr. G. Ramanaiah, at the Bibinagar factory. The operator later succumbed to his injuries.. The case is registered asCC 1292/20 before the Judicial First Class Magistrate Court, Bhongir. The Court has taken congnizance and issued summons and matter subjudice.

CASE SUMMARY OF OTHER MATERIAL REGULATORY MATTERS AGAINST THE HL

CASE	SUMMARY OF OTHE	R MATERIAL REG	ULATORY MATTERS AGAINST THE HL
S. No.	COURT/TRIBUNAL	PARTIES	BRIEF SUMMARY
1	Supreme Court	Transmission Corporation of A.P. Ltd. & Ors. Vs. Hindware Limited	The Transferee Company (“Petitioner”) established an industrial unit at Somanyapuram, Brahmanapalli Village, Bibinagar Mandal, Yadadri Bhongir District, Telangana State, engaged in the manufacture of ceramic sanitary ware. Petitioner obtained an H.T. Service Connection bearing No. YDD082 from TSSPDCL (Telangana State Southern Power Distribution Company Limited) at a connected voltage level of 11 KV. The Petitioner purchased 1,34,000 shares of Andhra Pradesh Gas Power

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Corporation Limited (“APGPCL”) from GMR Technologies & Industrial Limited for an amount of INR 1,95,00,000 on October 19, 2002. A Memorandum of Understanding (“MOU-I”) was executed among APGCL, the erstwhile Andhra Pradesh State Electricity Board (“APSEB”), and the shareholders of APGPCL for the establishment of a 100 MW gas-based generating plant under Stage I. Subsequently, a separate Memorandum of Understanding (“MOU-II”) was entered into for Stage II, pertaining to the establishment of a 172 MW gas-based generating plant. Following the enactment of the A.P. Electricity Reforms Act, 1998, the Transmission Corporation of Andhra Pradesh (“APTRANSCO”) was substituted for the APSEB, resulting in the latter's dissolution. The Petitioner contends that they have been adversely affected by the revised billing issued by APTRANSCO in relation to the MOUs executed. These revised bills were issued without prior notice, wherein APTRANSCO has treated the surplus power as appropriated and has billed the Petitioner at its tariff rates. W.P. No 9160.of 2004 was filed against the impugned demand arising from the revised bills given whereby the allocation of surplus power by APGPCL from Stage II under clause 2.6 of MOU-II was not considered. The Learned Single Judge of the Hon’ble High Court passed order party allowing the writ petitions and inter-alia held that the participating industries have no claim on the surplus power in view of Clause 17(a) of MOU-I; however, the participating industries have preference over the surplus power at the rate to be determined between APTRANSCO and APCGPCL. The Petitioner, aggrieved by the Common Order dated December 6, 2004, filed W.A. No. 2153 of 2004 against it. In this matter, the Division Bench of the Hon’ble High Court of Telangana (W.P. Nos. 2153 of 2004) held that APTRANSCO was authorized, pursuant to Clause 11 of MOU-I and Clause 3.2 of MOU-II, to issue revised bills concerning surplus energy supplied by APGPCL to participating industries under Stage II. Furthermore, the Court determined that APTRANSCO is entitled to charge the tariff for such energy in accordance with Clause 11 of MOU-I and Clause 3.2 of MOU-II, thereby modifying the Common Order dated December 6, 2004, of the Learned Single Judge to that extent. The Petitioner, aggrieved by the Common Final Judgment and Order dated August 16, 2023, issued by the Division Bench

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			of the Hon’ble High Court of Judicature for the State of Telangana at Hyderabad, has filed a Special Leave to Appeal in the Hon’ble Supreme Court of India. This appeal pertains to the Common Final Judgment and Order dated August 16, 2023, rendered in W.A. Nos. 2153 of 2004 by the Division Bench of the Hon’ble High Court of Telangana. The matter is pending and amount involved in present case is INR 7,59,15,146 (Indian Rupees Seven Crore Fifty- Nine Lakh Fifteen Thousand One Hundred Forty-Six Only) . Considering that the Transferee Company will be one of the surviving entities pursuant to the Scheme, the aforesaid proceedings will continue against the Transferee Company and will not be transferred under the Scheme.
2	Telangana High Court	Andhra Pradesh Gas Power Corporation Limited vs. Hindware Limited (Formerly HSIL Limited)	Hindware Limited (formerly HSIL Limited) transferred its Building Products Division to Hindware under a Business Transfer Agreement dated 04.03.2022, effective 31.03.2022. HSIL was earlier a shareholder of Andhra Pradesh Gas Power Corporation Ltd. (APGPCL) and consumed power under Memoranda of Understanding with APGPCL and AP Transco. The Supreme Court judgment dated 29.11.2019 upheld APERC’s jurisdiction to fix wheeling charges, reversing earlier High Court orders. Consequently, AP Power Coordination Committee invoked a bank guarantee of ₹103.20 crores furnished by APGPCL, leading to litigation (W.P. No. 104/2019) still pending before the Andhra Pradesh High Court. Despite Hindware not availing power from APGPCL currently, the company received a notice dated 01.07.2020 from TSSPDCL demanding ₹3,82,36,354/- towards differential wheeling charges as per APERC tariff orders, threatening recovery through monthly bills. Hindware asserts that it has no statutory liability for these charges, as the obligation rests with APGPCL. To safeguard its interests, Hindware filed W.P. No. 13807/2020 before the Telangana High Court challenging the demand notice and obtained interim relief on 26.08.2020. Further, Hindware has sought impleadment as Respondent No. 7 in W.P. No. 104/2019 before the Andhra Pradesh High Court to ensure that liabilities arising from disputes between APGPCL and AP Power Coordination Committee are not imposed on the company. The matter is subjudice. Considering that the Transferee Company will be one of the surviving entities pursuant to the

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Scheme, the aforesaid proceedings will continue against the Transferee Company and will not be transferred under the Scheme.

CASE SUMMARY OF MATERIAL TAX LITIGATION AGAINST THE HL

S. No.	COURT/TRIBUNAL	PARTIES	BRIEF SUMMARY
1	Pending before the Special Commissioner / Additional Commissioner (VATO), Delhi.	AVATO Class-II vs. Hindware Limited	For FY 2004–05 to FY 2017–18, various assessment proceedings (In Counts "9") are pending before the Special Commissioner / Additional Commissioner (VATO) under the Delhi VAT Act. The matters pertain to non- submission of C-Forms and mismatch of Input Tax Credit (ITC). Each financial year is being adjudicated separately. The total disputed demand amounts to approximately INR. 2,72,19,433/-. The cases are pending for adjudication before the higher authority.
2	Adjudication pending before the AVTO-Class II	AVATO Class-II vs. Hindware Limited	In August 2025, a Notice was received from the State VAT Officer, Delhi, demanding payment of tax for various assessment years from 2007– 08 to 2013–14. The notice directs the company to deposit the demanded amount, failing which the tax liability shall be treated as finalized and recoverable. The company is in the process of evaluating the notice and preparing an appropriate response for further action. The Amount involved is INR. 3,68,75,000/-
3	Adjudication pending before the Ghaziabad VAT Authorities, Uttar Pradesh.	VAT Officer, Ghaziabad vs. Hindware Limited	For FY 2016–17, adjudication is pending before the Ghaziabad VAT Authorities under the Uttar Pradesh VAT Act, 2008, in connection with the non-submission of C & F Forms. The company has submitted a detailed reply, clarifying that all relevant C & F Forms were duly furnished, but the department did not consider them while framing the assessment. The matter is awaiting final adjudication. The Amount Involved is INR. 3,49,19,108/-.
4	State Tax Officer of Gujarat Tax.	State Tax officer, Ghatak-21, Ahmedabad, Gujarat vs. Hindware Limited	the State GST Department issued a Show Cause Notice (SCN) under Section 73 of the CGST/GGST Act dated 09.04.2024 for FY 2019–20, alleging non-payment of GST on transfer of land and raising a demand of INR. 2,89,51,528. The company challenged this demand before the Hon’ble Gujarat High Court, which delivered its judgment in January 2025 in favour of the company, holding that the transaction was not liable to GST. Subsequently, the GST Department has filed a Special Leave Petition (SLP) before the Hon’ble Supreme Court, which is pending adjudication.
5	Joint Commissioner of Central Tax.	Joint Commissioner of Central Tax,	A Show Cause Notice (SCN) under Section 74 of the CGST Act was issued by the Joint

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		Vadodara-II vs. Hindware Limited	Commissioner of Central Tax on 30.09.2025 for FY 2019–20, alleging liability to pay GST on the sale of land, with a proposed demand of INR.6,52,75,458. The company has submitted a detailed written reply, contending that the SCN is invalid on multiple legal grounds, including lack of jurisdiction, bar of limitation, and contradiction to binding judicial precedents.
6	Commissioner of Income-tax (Appeals)	Hindware Limited filed Appeal against Assessment Order dated 27.09.2022	The assesse company (Transferee Company) filed its return of income for Assessment Year 2020-21 on 15.02.2021, declaring a total income of INR.71,67,76,450/-. The return was processed under section 143(1) of the Income Tax Act, and an intimation was issued on 20.12.2021 wherein certain adjustments were made for the following items: Disallowance of gratuity payment – INR.1,22,71,861/- ICDS adjustment – INR.7,50,49,400/- Delay in depositing employees’ PF – INR.72,108/- Upon receipt of the intimation, the assessee applied for rectification but was informed that the case was under scrutiny and the rectification would be handled by the Jurisdictional Assessing Officer (JAO). During the scrutiny proceedings, the assessee reiterated these facts and requested that the adjustments made in the intimation be addressed while passing the order under section 143(3). The assessment order under section 143(3) was subsequently passed, wherein the AO specifically stated (vide para 3.1.3 and 4) that no variation to the returned income was proposed. However, while computing the assessed income, the AO erroneously adopted the income as per the intimation (INR.80,41,69,820/-) instead of the returned income (INR.71,67,76,450/-). This resulted in an incorrect assessment, inherently carrying wrong adjustments aggregating to INR.8,73,93,369/- comprising the three items mentioned above, despite the matter being resolved during assessment. The Transferee Company filed the appeal on the following grounds: 1. Section 143(3) – Wrong Assessment The learned AO erred in not adopting the computation of income as per the return of INR.71,67,76,450/- and instead wrongly

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proceeded on the basis of income determined in
the intimation under section 143(1) amounting
to INR.80,41,69,820/-. This resulted in an
unjustified assessment, contrary to the AO’s
own finding that no variation to the returned
income was proposed. The error led to an inbuilt
wrong adjustment of INR.8,73,93,369/- on
account of three items as per the intimation.
2. Section 40A(7)/145A – Wrong
Computation
Without prejudice to the above, the AO grossly
erred in not reducing INR.1,22,71,861/- being
the provision for gratuity (which remains paid)
and INR.7,50,49,400/- as ICDS adjustment,
which ought to have been considered while
making the scrutiny assessment. The Appeal is
pending.

There are no pending litigations, adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Directors. For Promoters, please refer the section above.

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ANNEXURE-21

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ANNEXURE -24

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Additional requirements for the proposed scheme of arrangement (“Scheme”), which inter-alia provides for: (i) de-merger “Demerged Undertaking” of Hindware Home Innovation Limited (“Demerged Company” ), with and into HHIL Limited (“Resulting Company”) (refer Part II of the Scheme): and (ii) subsequent amalgamation of remaining Hindware Home Innovation Limited (“Remaining Transferor Company”) with and into the Hindware Limited (“Transferee Company”) (refer Paprt III of the Scheme), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
1.	Apportionment of losses of the listed company among the companies involved in the scheme.	No	All losses pertain to demerged undertaking, accordingly the same shall be transferred alongwith the same to the resulting company.	-
2.	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant (CA).	Yes	Enclosed	Kindly refer to Annexure A
3.	Any type of arrangement or agreement between the demerged company/resulting company/merged/amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.	Not applicable	-	-
4.	Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.	Yes	Enclosed	Kindly refer to Annexure B
5.	Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.
6.	Nature of reserves viz. Capital Reserve, Capital Redemption

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
	Reserve, whether they are notional and/or unrealized, certified by CA.
7.	The built up of the accumulated losses over the years, certified by CA.
8.	Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA.	Yes	-	Kindly refer to Annexure 15 to 17
9.	Details of shareholding of companies involved in the scheme at each stage, in case of composite scheme.	Yes	Enclosed	Kindly refer to Annexure C
10.	Whether the Board of unlisted company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof. If not, provide the reasons thereof.	Yes	No Bonus Shares was issued in HHIlL Limited. Bonus Shares was issued in Hindware Limited.	Kindly refer to Annexure D
11.	List of comparable companies considered for comparable companies’multiple method.	Yes	Enclosed	Kindly refer to Annexure10
12.	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA.	Yes	Enclosed	Kindly refer to Annexure E
13.	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme.	Yes	No action has been taken by any regulatory authority such as SEBI, RBI, NCLT, BSE, NSE, RoC, and MCA on any of the companies involved in the Scheme except as provided in Annexure F.	Kindly refer to Annexure F
14.	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.	Yes	Enclosed	Kindly refer to Annexure G
15.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.	Yes	In connection with the Scheme, the Board of Directors of the Company considered the rationale for arriving at the share exchange ratio for the issuance of shares as provided in the valuation report dated March 27,

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
			2025, issued by Ernst & Young Merchant Banking Services LLP, an IBBI registered valuer having registration no. IBBI/RV- E/05/2021/155. The board of directors considered that upon the Scheme coming into effect, each shareholder of Hindware Home Innovation Limited would be issued and allotted pari-passu ranking equity shares in 2 (two) companies (i.e., HHIL Limited and Hindware Limited), which are proposed to be listed, instead of 1 (one) company. Further, the board of directors of Hindware Home Innovation Limited considered the Fairness Opinion dated March 27, 2025, issued by Corporate Professionals Capital Private Limited, an independent SEBI registered Category I Merchant Banker wherein the Merchant Banker also opined that the share exchange ratio as provided in the Scheme is fair and reasonable from a financial point of view, to the shareholders of Hindware Home Innovation Limited.
16.	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Yes	Enclosed	Kindly refer to Annexure H
17.	How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Yes	Enclosed	Kindly refer to Annexure I

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
18.	Tax/other liability/benefit arising to the entities involved in the scheme, if any.	Not applicable	-	-
19.	Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.	No	-	Kindly refer to Annexure10
20.	Confirmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards.	Yes	-	Kindly refer to Annexure10
21.	Confirmation from Company that the scheme is in compliance with the applicable securities laws.	Yes	Enclosed	Kindly refer to Annexure J
22.	Confirmation that the arrangement proposed in the scheme is yet to be executed.

For and on behalf of Hindware Home Innovation Limited

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Payal M Puri Company Secretary and Sr. V.P. Group General Counsel M. No.: 16068

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ANNEXURE - A

LODHA & (Q LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi- 110 001, India Telephone: 91 11 23710176 / 23710177 / 23364671 / 2414 E-mail delhi@lodhaco.com

To, The Board of Directors, Hindware Home Innovation Limited 2; Red Cross Place, Kolkata- 700 001 West Bengal

Certificate of Statement of Computation of Pre Scheme and Post Scheme Assets, Liabilities, Net Worth and Revenue of Hindware Home Innovation Limited as at 31[st ] December 2024 pursuant to composite scheme of arrangement ("the scheme") of demerger of "Consumer Product Business" of the Hindware Home Innovation Limited ("Demerged Company") into HHIL Limited ("Resulting Company") and amalgamation of the "Remaining Transferor Company" (as defined in the Scheme) with Hindware Limited ("Transferee Company'')

• We, Lodha & Co LLP (Firm Regn No. 301051E/E300284), at the request of the management of Hindware Home Innovation Limited, have examined the accompanying statement of Computation of pre scheme and. post scheme assets, liabilities, net worth and revenue of Hindware Home In ovation Limited ("Demerged Company" or the "Company") as at the 31[st ] December 2024 (hereinafter referred together as the "Statement") prepared by the management, which has been an exed along with this certificate, which we have initialed for identification purposes only.

• 1.

2. This Statement together with our certificate is required by the Demerged Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to BSE Limited/ National Stock Exchange of India Limited/ National Company Law Tnbunal (the 'NCLT').

3. We have been informed that the Board of Directors of the Company had approved the composite scheme of arrangement in their meeting held on 27[th ] March 2025, proposed demerger of "Conswner Product Business" of the Company ("Demerged Company") into lililL Limited ("Resulting Company") and amalgamation'ofthe "Remaining Transferor Company" (as defmed in the Scheme) with Hindware Limited (''Transferee Company' ) , from the Appointed date 1[st ] April 2025 on effectiveness of the scheme (the "Scheme").

Management's Responsibility for the Statement

4. The preparation of the Statement is the responsibility of the Company including the preparation and ·

maintenance of all accounting records and other relevant supporting records and documents. This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

< 0[◊] �[c] [0 ] -o ; Ne lhi � -;1_ • � �,.,, @ � /Jd AcC9,?' ,; ... . r�r. ---__ ., - �(:o ,,!JI_

Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India . Lodha & Co (ICAI Reg. No. 301051 E) a Partnership Firm was converted into Lodha & Co LLP

(Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023

Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

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ANNEXURE - B

LODHA & CQ LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi - 110 001 India Telephone :91 11 23710176/23710177/23364671 /2414 E-mail delhi@lodhaco.com

To, The Board of Directors, Hindware Home Innovation Limited 2, Red Cross Place, Kolkata- 700 001 West Bengal

Certificate on built-up of Reserves along with their nature (viz. Capital Reserve, Capital Redemption Reserve, General Reserve and Securities Premium) and Accumulated losses of Hindware Home Innovation Limited, during the nine months period ended 31[st ] December 2024 and the preceding five years

1. This Certificate is issued in accordance with the terms of our engagement letter dated 10 [th ] March 2025 with Hindware Home Innovation Limited (hereinafter the "Company"/"Demerged Company").

2. We have been informed that the Board of Directors of the Company had approved the composite scheme of arrangement in their meeting held on 27 [th ] March 2025, proposed demerger of"Consumer Product Business" of the Hindwware Home Innovation Limited ("Demerged Company") into HHIL Limited ("Resulting Company") and amalgamation of the "Remaining Transferor Company" (as defined in the Scheme) with Hindware Limited ("Tr�feree Company") , from the Appointed date 1 [st ] April 2025 on effectiveness of the scheme (the "Scheme").

3. In this regard, We, Lodha & Co LLP (Firm Regn No. 301051E/E300284), Chartered Accountants, have been requested by the management of the Company to provide a limited assurance with regards to the Built-up of Reserves along with their nature (viz. Capital Reserve, Capital Redemption Reserve, General Reserve and Securities Premium) and accumulated losses of the Company during the nine months ended 31 [st ] December 2024 and the preceding five years, as set out in paragraph 6 below.

4. The Statement of Built-up of Reserves along with their nature (viz. Capital Reserve, Capital Redemption Reserve, General Reserve and Securities Premium) and Accumulated losses of the Company during the nine months ended 31 [st ] December 2024 and the preceding five years, enclosed in Annexure-A (hereinafter the "Statement"), has been prepared by the management of the Company which we have initialled for identification purposes only.

Management's Responsibility

1. The preparation of Statement is the responsibility of the Management of the Company including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

2. The Management is also responsible for ensuring that it complies with the requirements of the Composite Scheme of A angement and its compliance with the relevant laws and regulations, including Securities and Exchange Board of India (SEBI) regulations and the Companies Act, 2013, in relation to the scheme and for providing information to the SEBI, Stock Exchanges and other authorities.

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Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India. Lodha & Co (ICAI Reg. No. 301051 E) a Partnership Firm was converted into Lodha & Co LLP (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 226 Kolkala Mumbai New Delhi Chennai Hyderabad Jaipur

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h1ndware

SOMANY IMPRESA GROUP COMPANY

home innovation limited

ANNEXURE- C

To,

Date:29 .03 .2025

National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G, Sandra Kurla Complex, Sandra (E), Mumbai- 400051.

Sub: Details of shareholding of companies involved in the scheme at each stage

In respect of the scheme of arrangement ("Scheme"), which inter-alia provides for: (i) de-merger of 'Demerged Undertaking' (as defined in the Scheme and includes entire undertaking of the Consumer Product Business) of Hindware Home Innovation Limited ("Demerged Company" ), with and into HHIL Limited ("Resulting Company") (refer Part II of the Scheme): and (ii) subsequent amalgamation of remaining Hind ware Home Innovation Limited ("Remaining Transferor Company") with and into the Hindware Limited ("Transferee Company") (refer Part I of the Scheme), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, Hind ware Home Innovation Limited hereby confirms the following details of the pre and post shareholding of companies involved in the Scheme at each stage:

A. Demerger of the Consumer Products Business of the Demerged Company into the Resulting Company

• Hindware Home Innovation Limited (Demerged Company)

Particulars Category Promoter	Pre-Demerger No. of shares 4,41,17,738 3,95,28,619 8,36,46,357 % 52.74 47.26 100 Post-Demerger No. of shares % - - - - - -	Pre-Demerger No. of shares 4,41,17,738 3,95,28,619 8,36,46,357 % 52.74 47.26 100 Post-Demerger No. of shares % - - - - - -	Pre-Demerger No. of shares 4,41,17,738 3,95,28,619 8,36,46,357 % 52.74 47.26 100 Post-Demerger No. of shares % - - - - - -
Public Total	3,95,28,619 8,36,46,357	47.26 100	- -

• HIL Limited {Resulting Compan )

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Particulars	Pre-Demerger	Pre-Demerger	Post-Demerger
Category Promoter Public Total	No. of shares 5,000,000 - 5,000,000	% 100 - 100 No. of shares % 4,41,17,738 52.74 3,95,28,619 47.26 8,36,46,357 100

Pursuant to the Scheme, upon the demerger of the Demerged Undertaking, the Resulting Company shall issue and allot 1 fully paid up equity shares having face value of INR 2 each for every 1 fully paid-up equity share having face value of INR 2 each of the Demerged Company on a proportionate basis to each shareholder of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Company as on the Record Date for Demerger (as defined in the Scheme).

Hlndware Home Innovation Limited

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Corporate Office: Umt No 201 (I), (11). (IIIA), (XVI) 2nd floor, BPTP Pa•k Centra, Sector-30, NH--8, Gtuusram-122001 T +91124-47792.00, e-mail: weccirn@hindwan�.co in I investors@hindwareh6mes.com Registered Office: 2, Red Cross Pl:ace. Kofkat-3• 7C0001, We$t Bengal, India +9133-22487407/5668 www.hindwarehomes.c.om I CIN: L74999WB2017PLC222970

234

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236

SOMANY IMPRESA GROUP COMPANY

h1ndware

ANNEXURE - D

Equity built-up of Hindware Limited

Date of Issue No. of shares issued	Issue Tpe of Issue Cumulative Whether listed, Price (IPO/FPO/ capital if not listed, (Rs.) Preferential Issue/ give reasons Scheme/ Bonus/ (No of shares) thereof Rights, etc.)	Issue Tpe of Issue Cumulative Whether listed, Price (IPO/FPO/ capital if not listed, (Rs.) Preferential Issue/ give reasons Scheme/ Bonus/ (No of shares) thereof Rights, etc.)	Issue Tpe of Issue Cumulative Whether listed, Price (IPO/FPO/ capital if not listed, (Rs.) Preferential Issue/ give reasons Scheme/ Bonus/ (No of shares) thereof Rights, etc.)
02.11.2017 5,00,000 2 Incororation		Rs.10,00,000 Unlisted Public (5,00,000) Company
14.12.2020 2,40,00,000	~~-~~ Bonus	Rs.4,90,00,000 Unlisted Public (2,45,00,000) Company
04.08.2022 2,45,00,000	~~-~~ Bonus	Rs.9,80,00,000 Unlisted Public ( 4,90,00,000) Company
03.02.2023 9,00,000	452 Prefrential Issue Rs.9,89,00,000 of Partly Paid-Up ( 4,99,00,000) Equity shares*		Unlisted Public Company

• INR 1 paid up per Partly Paid-Up Equity Share against face value ofINR 2 per share E For and on behalf of 111.n1m[R] ilr.n"A � �� PayalM Puri Company Secretary and Sr. V.P. Group General Counsel M. No.: 16068

Hindware Limited (formerly known as Brilloca Limited)

Corporate Office: 301, 3 [rd ] Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91 124 477 9200 Registered Office: 2, Red Cross Place, Kolkata-700001, West Bengal, India T. +91 33-22487407/5668 care@hindware.co.in I www.hindware.com I CIN: U74999WB2017PLC223307

h1ndwar:e TRU ('{il 237 QUEO byhrdwale collection

ANNEXURE-E

LODHA & (Q LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi - 110 001, India Telephone 91 11 23710176 / 23710177 / 23364671 / 2414 E-mail delhi@lodhaco.com

To, The Board of Directors, Hindware Limited 2, Red Cross Place, Kolkata- 700 001 West Bengal

CERTIFICATE ON SHARE CAPITAL BUILT-UP OF HINDWARE LIMITED FROM INCORPORATION TILL 31[st ] DECEMBER 2024

1. We, Lodha & Co LLP (Finn Regn No. 301051E/E300284), at the request of the management of Hindware Limited ("Transferee Company"), have examined the accompanying statement of share capital built-up of the Transferee Company from incorporation till 31[st ] December 2024 (hereinafter referred together as the "Statement") prepared by the management, which has been annexed along with this certificate. This Statement together with our certificate is required by the Company pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to BSE Limited/ National Stock Exchange of India Limited.

2. We have been informed that the Board of Directors of the Company had approved the composite scheme of arrangement in their meeting held on 27[th ] March 2025, proposed demerger of "Consumer Product Business" of the Hindwware Home Innovation Limited ("Demerged Company") into HHIL Limited ("Resulting Company") and amalgamation of the "Remaining Transferor Company" (as defined in the Scheme) with Hindware Limited ("Transferee Company") , from the Appointed date 1st April 2025 on effectiveness of the scheme (the "Scheme").

Management's Responsibility for the Statement

1. The preparation of the Statement is the responsibility of the Company, including the preparation and maintenance of all accounting records and other relevant supporting records and documents. This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

2. The Management is also responsible for ensuring that it complies with the requirements of the Composite Scheme of A angement and its compliance with the relevant laws and regulations, including Securities and Exchange Board of India (SEBI) regulations and the Companies Act, 2013, in relation to the scheme and for providing information to the SEBI, Stock Exchanges and other authorities.

Our Responsibility

• 1. Pursuant to the requirements of the Scheme of Arrangement and requirement of SEBI regulation, it is our responsibility to provide a reasonable assurance whether the assertion in the Statement has

• 0[<::>] ~~[Y]~~ 0 � arithmetically correct. d

• �Ne i C"> 1,)i"elt .,, elh 1, � . � <;))'?! � �,.ea Acco�� Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India. Lodha & Co (ICAI Reg. No. 301051 E) a Partnership Firm was converted into Lodha & Co LLP

• (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 238 Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

• been accurately extracted from the books of accounts and other relevant documents and records and

• r,.. & C

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243

h1ndware

SOMANY IMPRESA GRO\JP COMPANY

home innovation limited

ANNEXURE - F

REPORT ON UNPAID DUES

To,

Date:29.03.2025

National Stock Exchange of India Limited 'Exchange Plaza'. C-1, Block G, Sandra Kurla Complex, Sandra (E), Mumbai - 400051.

Sub: Composite Scheme of Arrangement of Hindware Home Innovation Limited; HHIL Limited; and Hindware Limited.

In respect of scheme of arrangement ("Scheme"), which inter-alia provides for: (i) de-merger "Demerged Undertaking" of Hindware Home Innovation Limited ("Demerged Company" ), with and into HHIL Limited ("Resulting Company") (refer Part II of the Scheme): and (ii) subsequent amalgamation of remaining Hind ware Home Innovation Limited ("Remaining Transferor Company") with and into the Hindware Limited ("Transferee Company") (refer · Part II of the Scheme), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provision of the Companies Act, 2013, Hindware Home Innovation Limited hereby confirms the following:

Sr.No;	Particulars	Particulars	Details of dues/fne	Amount (in IR)	Reason fr non- payment
1	Pending	Dues	of Nil	Nil	NA
	SEBI
2	Pending	Dues	of Hindware Home Innovation	99,120/­	The Company vide its
	Stock Exchanges		Limited ("Company") has received a notice fom National		letter dated 26.05.2023 infrmed the BSE
			Stock Exchange of India		(Designated Stock
			Limited("NSE")and BSE Limited("BSE")fr violation		exchange) that . as the board of directors at its
			of Regulation 17(1A) of SEBI		meeting held on
			(Listing Obligations and		February 8, 2023
			Disclosure Requirements)		appointed Mr. Girdhari
			Regulations, 2015("LODR		Lal Sultania as
			Regulations").		'additional director',
					subject to the approval
			As per notice the Company has		of shareholders, the
			not obtained prior approval fom shareholders befre		Company has been in compliance of
			appointing Mr. Girdhari Lal		Regulation 17 (IA)
			Sultania who has attained the		LODR Regulation and
			age of 75 years as Additional		Companies Act, 2013.
			Director (Non-Independent
			Director) at the meeting of		Accordingly, the
			board of directors held on February 8, 2023. In the afresaid meeting, the board of directors passed a resolution fr		Company has sought waiver of fne fom BSE Limited. In this regard the Company has fled a
			the appointment of Mr.		waiver application on
			Girdhari Lal Sultania as		26.05.2023 and the same
			'additional director', subject to		is pending with BSE
			the aooroval of shareholders.		Limited.

Hindware Home Innovation limited Corporate Office: Unlt No 201 (1), (HJ.- (IIIA). (XVI) 2nd floor, BPTP Park. Centra, 5-l•ctor-30, !\iH-8, Gurugrctrn-122001 T. +91124-4779200, E-mail: wec.are@nindware.co.in I invE!stors@hindwarehom�s.com Registered Office: 2, Red Cro:s:,;, Plar.P., Kolkata- 700001, West Be-11gal, India. T. +91 33-22.487407/5668 www.hindwarehcmes.com ! CIN: L74999V'I/B2017PLC222970

- hlndware I smart apphances iiw___ ,..,. 111

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245

ANNEXURE -G

LODHA & (Q LLP Chartered Accountants

12, Bhagat Singh Marg, New Delhi -110 001, India Telephone: 9111 23710176 / 23710177 / 23364671 / 2414 E-mail delhi@lodhaco.com

To, The Board of Directors, Hindware Home Innovation Limited 2, Red Cross Place, Kolkata- 700 001 West Bengal

Certificate on statement comparing revenue and net worth of Demerged Undertakings as a percentage to overall revenue and net worth of ffindware Home Innovation Limited as at[31][st ] March 2024,[3] p[t ] March 2023 and Jt•t March 2022

1. We, Lodha & Co LLP (Finn Regn No. 301051FlE300284), at the request of the management of Hindware Home In ovation Limited have examined the accompanying statement of revenue; and net worth of "Consumer Product Business"(one of the Demerged undertaking) ofHindware Home In ovation Limited ("Demerged Company" or ''the Company':) as at 31[st ] March 2024,31 st March 2023,31[s][t ] March 2022 (hereinafter referred together as the "Statement' ) prepared by the management, which has been annexed along with this certificate, which we have initialed for identification pwposes only.

2. This Statement together with our certificate is required by the Company pursuant to the requirem ts of circulars issued under SEBI (Listing Obligations and Disclosure Requirem nts) Regulations, 2015 for onward submission to BSE Limited/ National Stock Exchange of India Limited/ National Company Law Tribunal (the ''NCLT").

3. We have been informed that the Board of Directors of the Company had approved the composite scheme of arrangement(''the scheme") in their meeting held on 27[th ] March 2025, proposed demerger of "Consumer Product Business" of the Company ("Demerged Company") into HHil., Limited ("Resulting Company") and amalgamation of the "Remaining Transferor Company" (as defined in the Scheme) with Hindware Limited ("Transferee Company") , from the Appointed date 1[st ] April 2025 on effectiveness of the scheme (the "Scheme").

Management's Responsibility for the Statement

4. The preparation of the Statement is the responsibility of the Company including the preparation and maintenance of all accounting records and other relevant supporting records and documents. This responsibility includes the design, implementation, and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; ---�t� & co'•-. �. and making estimates that are reasonable in the circumstances. lo/. e t - •X-o (1�\N/_<:)�',-, �-v·i'� •. ✓�[i] 'ir = • e!!.. A?,_c� (Identification No. ACE-5752) a Limited Liability Partnership with effect from December 27, 2023 Kolkala Mumbai New Delhi Chennai Hyderabad Jaipur 246 Regd. Office: 19, Esplanade Mansions, 14 Government Place East, Kolkata 700069, West Bengal, India. ·��;.- .. . }t' Lodha & Co (!CAI Reg. No. 301051 E) a Partnership Firm was converted into Lodha & Co LLP

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249

h1ndware

SOMAN¥ IMPRESA GROUP COMPANY

ANNEXURE- H

home innovation limited

In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.

Details are as follows:

Hindware Home Innovation Limited (Demerged Company)

Hindware Home Innovation Limited (Demerged Company)	Hindware Home Innovation Limited (Demerged Company)	Hindware Home Innovation Limited (Demerged Company)
Amounts in IR Crores
Particulars Property Plant and Equipment including Right of use assets, Capitalwork in progress and Intangible assets	Hindware Home Innovation Limited (Demer2ed Company) (Pre Scheme) (Post Scheme)" 70.60 -
Investments	62.25	-
Loans 98.00		-
Inventories Trade Receivables Deferred Tax Asset Income tax assets (net) Cash and Cash Equivalents 96.26 ~~-~~ 86.50 - 48.27 - 2.02 - 8.70 -
Other Assets Total Assets Borrowings Lease Liabilities	43.18 - 515.78 - 17.00 - 45.53 -
Trade Payable Provisions Other Liabilities Total Liabilities 43.26' 4.36 100.15 210.30		~~-~~ - - -

Consumer Products Business (Demerged Undertaking)

Consumer Products Business (Demerged Undertaking)
Particulars	Amount (IR Crore)
Property Plant and Equipment including Right of use assets,	70.60
Ca ital work in ro ress and Intan ible assets
Investments	62.15
Loans
Inventories
Trade Receivables

Hindware Home Innovation Limited (formerly Somany Home Innovation Limited)

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Corporate Office: 201, 2" Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91124 4779200/201, e-mail: wecare@hindware.co.in Registered Office: 2, Red Cross Place, Kolkata-700001, West Bengal. India. T. +91 33-22487407/5668 250

www.hindwarehomes.com I CIN: L74999WB2017PLC222970

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252

SOMANY IM:PRESA GRO-UP C'OM PANY

home innovation limited Date: 29.03.2025

h1ndware

To,

National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block, Bandra - Kurla Complex Bandra (E), Mumbai - 400051

ANNEXURE - I

Sub: Scheme - Beneficial to public shareholders of the Hindware Home Innovation Limited ("Company") and details of change in value of public shareholders pre and post scheme of arrangement.

Dear Sir/Madam

In respect of the scheme of arrangement ("Scheme"), which inter-alia provides for: (i) de-merger of 'Demerged Undertaking' (as defined in the Scheme and includes entire undertaking of the Consumer Product Business) of Hindware Home Innovation Limited ("Demerged Company" ), with and into HHIL Limited ("Resulting Company") (refer Part II of the Scheme): and (ii:) subsequent amalgamation of remaining Hind ware Home Innovation Limited with and into ("Remaining Transferor Company") the Hindware Limited ("Transferee Company") (refer Part III of the Scheme), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, Hindware Home Innovation Limited hereby confirms that, the Scheme will inter-alia enable and accrue the following benefits to the public shareholders ofHindware Home Innovation Limited:

• (i) unlocking the value in each business for the shareholders of the companies involved in the Scheme, attracting different sets of strategic and financial investors, making it easier to access growth capital for the respective companies, and providing investors with the flexibility to invest in relevant business according to their strategies and risk profiles;

• (ii) creation of focused companies, leading to improved management, better visibility on each business's performance, more effective resource allocation for growth, and better risk management;

• (iii) streamlining the corporate structure, resulting in greater operational efficiency and implementing smoother and effective controls and processes; and

• (iv) upon the Scheme coming into effect, each shareholder (including public shareholders) of Hindware Home Innovation Limited would be issued and allotted pari-passu ranking equity shares in 2 (two) companies (i.e., HHIL Limited and Hindware Limited) which are proposed to be listed, instead of 1 (one) company.

Further, this Scheme will be in the interest of all stakeholders of each of Hindware Home Innovation Limited (i.e., Demerged Comp�ny/ Remaining Transferor Company), the Resulting Contpany and the Transferee Company.

Kindly refr to Annexure 25(A) fr details of change in value of public shareholders pre and post scheme of arangement.

Inn For and behalf of Hindw. � ovation Limited � i / j� � ; P�[h] lMPuri Company Secretary and eneral Counsel .-�-.. M. No.: 16068

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Hindware Home Innovation Limited (formerly Somany Home Innovation Limited) Corporate Office: 201, 2"' Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91124 4779200/201, e-mail: wecare@hindware.co.in Registered Office: 2. Red Cross Place, Kolkata-700001, West Bengal. India. T. +91 33-22487407/5668 253 www.hindwarehomes.com I CIN: L74999WB2017PLC222970

h1ndwar-e

smart apphances

SOMANY IMPRESA GROUP COMPANY

ANNEXURE -J

h1ndware

home innovation limited

To,

Date:29.03.2025

National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block, Bandra - Kurla Complex Bandra (E), Mumbai - 400 051.

Sub: Confirmation from Hindware Home Innovation Limited

Dear Sir/ Madam,

In respect of the scheme of arrangement ("Scheme"), which inter-alia provides for: (i) de-merger of 'Demerged Undertaking' (as defined in the Scheme and includes entire undertaking of the Consumer Product Business) of Hindware Home Innovation Limited ("Demerged Company" ), with and into HHIL Limited ("Resulting Company") (refer Part II of the Scheme): and (ii) subsequent amalgamation of remaining Hindware Home Innovation Limited ("Remaining Transferor Company") with and into the Hindware Limited ("Transferee Company") (refer Part II of the Scheme), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, Hindware Home Innovation Limited hereby confirms that:

• (i) The Scheme is in compliance with the applicable securities laws.

• (ii) The arrangement proposed in the Scheme is yet to be executed.

For and on behalf of Innovation Limited pt:Puri Company Secreta up General Counsel M. No.: 16068

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Hindware Home Innovation Limited (formerly somany Home Innovation Limited) Corporate Office: 201, 2"' Floor, Park Centra, Sector-30, NH 8, Gurugram, Haryana-122 001, India. T. +91124 4779200/201, e-mail: wecare@hindware.co.in Registered Office: 2, Red Cross Place, Kolkata-700001, West Bengal, India. T. +91 33-22487407/5668 254 www.hindwarehomes.com I CIN: L74999WB2017PLC222970

c� -- - '1ra(<an'F1.1n1irun:'Fittinas

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AT KOLKATA COMPANY APPLICATION (CAA) NO. - 200 / KB OF 2025

(UNDER SECTIONS 230-232 OF THE COMPANIES ACT, 2013) IN THE MATTER OF THE COMPANIES ACT, 2013

AND IN THE MATTER OF THE COMPOSITE SCHEME OF ARRANGEMENT BETWEEN HINDWARE HOME INNOVATION LIMITED, HHIL LIMITED AND HINDWARE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

AND

IN THE MATTER OF:

HINDWARE HOME INNOVATION LIMITED, a Company incorporated under the Companies Act, 2013 having its registered office at 2, Red Cross Place, Kolkata - 700001

…Applicant Company 1/ Transferor Company

AND

HHIL LIMITED , a Company incorporated under the Companies Act, 2013 having its registered office at 2, Red Cross Place, Kolkata - 700 001

…Applicant Company 2 / Transferee Company 1

AND

HINDWARE LIMITED , a Company incorporated under the Companies Act, 2013 having its registered office at 2, Red Cross Place, Kolkata - 700 001

…Applicant Company 3 / Transferee Company 2

FORM OF PROXY

CIN: U74999WB2017PLC223307

Name of the Company: Hindware Limited Registered Office: 2, Red Cross Place, Kolkata - 700001

Name of the Unsecured Creditors :….…...……………………………………………..………………………………………………………. Registered Address: ………………………...…………………………………………………………………………………………………… Email ID:…………………...………………………………………………………………………………………………………………………… DP ID and Client ID/ Folio No.:……... ……………………………………………………………………………………………………………

I/ We, the undersigned, as an Unsecured Creditors of Hindware Limited (“ Transferee Company 2 ”), hereby appoint:

i. Name:………………………………………………………………………………………………………………………………………….. Address:……………………………………………………………………………………………………………………………………... Email ID:………………………………………………………… or failing him/her

ii. Name:………………………………………………………………………………………………………………………………………….. Address:……………………………………………………………………………………………………………………………………... Email ID:…………………………………………………………. or failing him/her iii. Name:………………………………………………………………………………………………………………………………………... Address:……………………………………………………………………………………………………………………………………... Email ID:………………………………………………………….

as my/ our proxy, to act for me/ us at the meeting of the unsecured creditors of Hindware Limited, the Transferee Company 2 to be held at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2[nd] Floor, Kolkata – 700 001 on Saturday, the 7[th] day of March, 2026 at 12:15 P.M., for the purpose of considering and, if thought fit, approving, with or without modification(s), the composite scheme of arrangement between the Hindware Home Innovation Limited, HHIL Limited and Hindware Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (“ Scheme ”) and at such meeting and at an adjournment or adjournments thereof, to vote, for me/ us and in my/ our name(s) __ [here, ‘if for’, insert ‘ FOR’ ; ‘if against’ insert ‘ AGAINST’ ’] the said Scheme as my/our proxy.

Dated this __ day of ___, 2026

_____ Signature of Unsecured Creditors	Affix Re 1/- Revenue

___ ___ _____ Signature of first Proxy Holder Signature of second Proxy Holder Signature of third Proxy Holder

255

NOTES:

1. The Form of Proxy in order to be effective should be in the prescribed form, duly completed and signed or authenticated by the concerned person and deposited at the registered office of the Transferee Company 2 at 2, Red Cross Place, Kolkata - 700001, not later than 48 hours before the scheduled time of the meeting.

2. In case of multiple proxies, proxy later in time shall be accepted.

3. Please affix a revenue stamp of Re. 1/- before signing across the same.

4. All alterations made in the Form of Proxy should be initialed.

5. Only an unsecured creditor of the Transferee Company 2 is entitled to is entitled to attend and vote at the National Law Company Tribunal (NCLT) convened meeting of the unsecured creditors of the Transferee Company 2 (“ Meeting ”), either in person or by proxy or through an authorized representative (in case the unsecured creditors is a body corporate), as the case may be, where a body corporate which is an unsecured creditors authorises any person to act as its representative at the meeting, a copy of the resolution of the board of directors or other governing body of such body corporate authorising such person to act as its representative at the Meeting, and certified to be a true copy by a director, the manager, the secretary, or other authorised officer of such body corporate shall be lodged with the Transferee Company 2 at its registered office not later than 48 hours before the scheduled time of the Meeting .

6. Such unsecured creditor is entitled to appoint a proxy to attend and vote at the Meeting instead and on behalf of such unsecured creditor and such proxy need not be an unsecured creditor. Proxies to be valid and effective should be in the prescribed Form of Proxy, duly completed and signed or authenticated by the concerned person and should be deposited at the registered office of the Transferee Company 2 not later than 48 hours before the scheduled time of the Meeting.

7. An unsecured creditor/ its proxy, attending the Meeting, is requested to bring the Attendance Slip duly completed, signed or authenticated by the concerned person along with a copy of the deposited Form of Proxy (in case of a proxy).

8. An unsecured creditor (in case such unsecured creditor is an individual) or the authorized representative of the unsecured creditor (in case such unsecured creditor is a body corporate) or the proxy should carry their valid and legible identity proof (i.e. a PAN Card/ Aadhaar Card/ Passport/ Driving License /Voter ID Card). Additionally, an unsecured creditor (in case such unsecured creditor is a sole proprietorship) or the proxy should carry a valid document evidencing the individual as the proprietor of the sole proprietorship.

256

HINDWARE LIMITED

CIN: U74999WB2017PLC223307 Registered Office: 2, Red Cross Place, Kolkata, West Bengal - 700 001, India Tel. No. 91-33-2248 7407/5668

E-mail : ngoenka@hindware.com, Website: www.hindware.com

ATTENDANCE SLIP

MEETING OF THE UNSECURED CREDITORS OF HINDWARE LIMITED ON SATURDAY, 07 MARCH, 2026 AT 12:15 P.M.

I hereby record my presence at the meeting of the unsecured creditors of Hindware Limited, convened pursuant to the Order dated 3 December, 2025 read with Corrigendum Order passed by the Hon’ble Bench of the National Company Law Tribunal at Kolkata in Company Application (CAA) No. 200 (KB) of 2025, at Somany Conference Hall of Merchants’ Chamber of Commerce & Industry, 15B, Hemant Basu Sarani, 2[nd] Floor, Kolkata – 700 001 on Saturday, the 7[th] day of March, 2026 at 12:15 P.M.

Name of the Unsecured Creditors : ……………………………………………………..………….......................................

Signature of the Unsecured Creditors: …………………………………………………………………………………………….

OR

Name of the Proxy Holder : …………..……………………………………………………………………... Signature of the Proxy Holder : ………………………..………………………………………………………...

NOTES:

1. Unsecured Creditors/ / authorized representatives or their proxies attending the meeting must bring this attendance slip to the meeting and hand over the same at the entrance of the meeting venue after completing and signing the same.

2. Unsecured Creditors / authorized representatives or their proxies desiring to attend the meeting should bring his/ her copy of the notice for reference at the meeting.

257

ROUTE MAP OF THE VENUE OF THE MEETING

									B
				R					R
				N					I				W
									T				A
				M					I				T
				U					S				E
				K					H				R
				H									L
				E					I				O
				R					N				O
				J					D
				E					I				S
				E					A				T
										Lalit Great
	Stephen House			R					S	Eastern
				D					T	Hotel
N	Towards Brabourne Road				Hemanta Basu Sarani		(Old Court	House Street)		Towards	Esplanade S
				B				UBI Tower	L A	Great Eastern
				B					R	Trading
			Mahakaran	D					K
			Metro Stn.	B A	Merchants' Chamber of				I N
				G	Commerce &				L
					Industry				A
									N
		Telephone Bhawan			Red Cross		Place		E						Raj Bhawan

258