Your Directors are pleased to present the 36^th (Thirty Sixth)
Board’s Report on the business and operations of the
Company together with the audited financial statements for
the year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year
ended March 31,2025, is summarized below.

(' in Lakhs)

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

2. OVERVIEW OF COMPANY OPERATIONS &
PERFORMANCE

The Company is primarily engaged in the manufacturing
of Electrolytic Products, including anodes, cathodes,
electrochlorinators, and Water Technology products. It
operates as a single integrated business unit. While
the operational performance has remained stable,
the management continues to focus on improving
profitability in a sustainable and strategic manner.

During the financial year ended March 31, 2025, the
Company reported a turnover of ' 6,858.24 lakhs as
against ' 7,379.62 lakhs in the previous year. The
Profit from Operations for the year under review stood
at ' 275.56 lakhs, compared to ' 2,522.47 lakhs in the
previous year.

The Profit After Tax (PAT) for the year under review
was ' 169.29 lakhs, a significant decrease from
' 1,900.74 lakhs reported for the year ended March

31, 2024. The decline in profitability is primarily
attributable to the provisioning of product warranties
amounting to ' 1,439.81 lakhs, made during the
year as a prudent measure to cover potential future
liabilities associated with product performance.

Despite the temporary impact on profits, the
management believes that this step reinforces the
Company’s commitment to quality, reliability, and long¬
term customer satisfaction, and remains confident in
the underlying strength of its business model and
future prospects.

3. DIVIDEND

The Board of Directors have not recommended any
dividend for the financial year ended March 31, 2025,
in order to conserve resources for future business
requirements and growth opportunities.

4. TRANSFER TO RESERVES

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

5. SHARE CAPITAL

The paid-up equity share capital of the Company as
on March 31, 2025, was ' 530.86 lakhs comprising
of 53,08,634 equity shares of ' 10 each. During the
year under review there was no change in the capital
structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Retirement of Director

In accordance with the provisions of Section 152 of
the Companies Act, 2013, Mr. Francesco Labbate
(DIN: 08063332), Non-Executive, Non-Independent
Director of the Company, is liable to retire by rotation
at the ensuing Annual General Meeting and owing to
other commitments, has conveyed his unwillingness
to seek re-appointment.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following persons are the
Key Managerial Personnel (KMP) of the Company as
on the date of this Report:

• Mr. Vinay Chopra - Managing Director

• Mr. Deepak Nagvekar - Chief Financial Officer

Mr. Shrikant Pai resigned from the position of
Company Secretary with effect from close of business
hours on May 9, 2025. The Company is in the process
of appointing a suitable candidate to fill the vacancy
within the prescribed timeline of three months from
the date of resignation, in compliance with Regulation
6 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

7. NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) meetings of
the Board of Directors were held. The intervening
gap between two consecutive meetings was within
the period prescribed under the Companies Act, 2013
as amended from time to time. The details of the
meetings of the Board of Directors of the Company
held and attended by the Directors during the financial
year 2024-25 are given in the Corporate Governance
Report which forms part of this Board’s Report.

8. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 4 (Four)
Committees: Audit Committee, Nomination &
Remuneration Committee, Stakeholder’s Relationship
Committee and Corporate Social Responsibility
Committee.

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

9. AUDIT COMMITTEE

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

10. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

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

11. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by
the Company during the year under review were
in the ordinary course of business and on ‘arm’s

length’ basis. Details of all the transactions entered
with related parties were placed before the Audit
Committee and Board for approval. Prior omnibus
approval of the Audit Committee and approval of the
Board was obtained for the related party transactions
which were repetitive in nature. The Audit Committee
reviews all transactions entered into pursuant to the
omnibus approval so granted on a quarterly basis.

Form AOC-2, pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts)Rules,
2014, is set out in the ‘Annexure- II’ to this report. The
details of all the Related Party Transactions as per the
Accounting Standards have been disclosed in notes
to the financial statements. There were no materially
significant related party transactions made with the
Promoters, Directors or Key Managerial Personnel
which may have a potential conflict of interest with the
Company at large.

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

In line with the requirements of the Companies Act,
2013 and amendment to the Listing Regulations, the
Company has formulated a Policy on Materiality and
dealing with Related Party Transactions which is also
available on the website of the Company at https://
india.denora.com/company/shareholder-information.
html.

12. DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the company at the end of the financial
year and of the profit of the company for that
period;

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

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

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

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

13. INDEPENDENT DIRECTORS

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

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

14. BOARD PERFORMANCE EVALUATION

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

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

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

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

The Independent Directors of your Company met on
Tuesday, April 30, 2024, without the presence of Non¬
Independent / Executive Directors and Members of
the Management. At this Meeting, the Independent
Directors reviewed the performance of the Non¬
Independent Directors and the Board of Directors as a
whole, reviewed the performance of the Chairperson
of your Board taking into account the views of
Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of
information between the Management and the Board
that is necessary for the Board to effectively and
reasonably perform their duties.

The outcome of the evaluation process was
deliberated at the Board meeting and actionable
areas are discussed and acted upon. Based on
various evaluation criteria, the performance of the
Board, various Board Committees, Chairperson and
Individual Directors (including Independent Directors)
was found to be satisfactory. The Directors were
satisfied with the Company’s standard of governance,
its transparency, meeting practices and overall Board
effectiveness.

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

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

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

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

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

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

During the Financial Year ended March 31, 2025,
Corporate Social Responsibility (CSR) provisions
under Section 135 of the Companies Act, 2013 were
applicable to the Company, as it met the prescribed
thresholds under sub-section (1) of Section 135 in the
immediately preceding financial year. The Company
incurred a CSR expenditure of '46.17 Lakhs in line
with its CSR obligations.

A brief outline of the CSR Policy of the Company, the
initiatives undertaken during FY 2024-25, and the
requisite disclosures as prescribed under Section
135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
form part of the Annual Report on CSR activities,
annexed as ‘Annexure IV’ to this Report.

The Corporate Social Responsibility Policy of the
Company is available on its website at https://india.
denora.com/investors/shareholder-information.html .

17. NOMINATION AND REMUNERATION POLICY &
BOARD MEMBERSHIP CRITERIA

Pursuant to the provisions of Section 178 of the Act
and SEBI Listing Regulations, the Company has
formulated a Nomination & Remuneration Policy for
the Directors, Key Managerial Personnel and the
Senior Management Employees. The salient feature
of this policy is to lay down the criteria for appointment
of Director, Key Managerial and Senior Management
positions in the Company and to ensure that level
and composition of remuneration is reasonable and
sufficient to attract, motivate and retain competitive
executives. The Nomination and Remuneration
Committee considers the qualifications, experience,
current trends in the industry, responsibilities
shouldered by them, past performance, performance
of the Company, the statutory provisions and other
relevant factors while deciding on remuneration of
Directors, Key Managerial and Senior Management
Personnel.

The Nomination and Remuneration Committee
works with the Board to determine the appropriate
characteristics, skills and experience for the Board
as a whole and its individual members with the
objective of having a Board with diverse backgrounds
and experience. The Nomination and remuneration
Committee recommends to the Board the persons
who may be appointed as Director of the Company,
after evaluating the appointee against a range of
criteria which include qualification, experience,
independence, integrity, professional skills, ethical
behaviour, sound business judgement, ability to
participate constructively in deliberations to assist the
Board in fulfilling its responsibilities and willingness to
exercise authority in a collective manner. The details
of skills, expertise and competencies identified by the
Nomination and Remuneration Committee and the
names of Directors who have such skills/ expertise/
competence are provided in detail in the Corporate
Governance Report.

Details of the remuneration paid to the Board of
Directors is provided in the Corporate Governance
Report. During the year under review, no changes

were made to the above policy. The Policy is available
on the Company’s website at https://india.denora.
com/investors/shareholder-information.html.

18. INTERNAL FINANCIAL CONTROLS (‘IFC’)

The Internal Financial Controls adopted and followed
by your Company are adequate with the scale
and complexity of its operations and are operating
effectively. These controls were tested by the Statutory
as well as the Internal Auditors, during the Financial
Year 2024-25 and no reportable material weaknesses
or deficiency either in their design or operations
were observed. The Audit Committee of the Board
periodically reviews the adequacy and effectiveness of
the Company’s internal control systems and monitors
the implementation of the audit recommendations.

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

19. ANNUAL RETURN

The Annual return of the Company as on March 31,
2025 in Form MGT-7 in accordance with Section 92(3)
of the Act read with the Companies (Management
and Administration) Rules, 2014, is available on the
website of the Company viz https://india.denora.com/
investors/financial/annual-reports.

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

Conservation of Energy

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

(i) The steps taken or impact on conservation of
energy.

• Replacement of old DG sets with new
energy efficient DG sets.

• Replacement of old Etching tank with energy
efficient design Etching tank (from 56kW to
36kW).

• Installation of HVLS fans replacing old
almonard fans (1 HVLS replaces 6 almonard
fans).

• Installation of Zig Wheels(0.75kW) replacing
old cooling fans (2.2kW).

• Removing split AC (2.0kW) from mini
conference & server room and linking with
existing office duct AC.

• Installation of Smart Diesel tank for
monitoring wastage or leakages on mobile
application.

• Qualified Surveillance audit for ISO
50001:2018.

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

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

• Our vision of green energy i.e. 12.5% of
total energy to be shifted to Solar Energy
(kWp) is planned for FY-2027-28.

• 1 no. Diesel Engine Forklift replaced by EV
forklifts.

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

Research and Development (R&D) &

Technology absorption

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

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - ' 644.19

Foreign Exchange Outgo - ' 3,085.94

21. RISK MANAGEMENT

The Company has in place a robust Risk Management
framework to identify and evaluate the risks. The
Company’s Board of Directors has the overall
responsibility for the establishment and oversight
of the Company’s risk management framework.

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

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Policy may be accessed on the Company’s
website at the link https://india.denora.com/investors/
shareholder-information.html

23. STATUTORY AUDITORS

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

The Auditors’ Report to the Members on the Financial
Statements for the financial year ended March 31,
2025, forms part of this Annual Report and does
not contain any qualification, reservation or adverse
remark.

24. SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Act
read with Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board had appointed Ms. Rakhee Malkarnekar,
Practicing Company Secretary (Membership No. ACS
56859 & COP No. 21439) as the Secretarial Auditor
for conducting the Secretarial Audit of the Company
for the Financial Year ended March 31,2025.

The Secretarial Audit Report for the Financial Year
ended March 31, 2025, forms part of this Annual
Report as ‘Annexure - V’. The Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the
Independent Secretarial Auditor had undertaken an
audit for the Financial Year 2024-25 for the SEBI
compliances. The Annual Secretarial Compliance
Report has been submitted to the Stock Exchange
within 60 days of the end of the Financial Year.

26. COST AUDIT

During the year under review, in accordance with the
provisions of Section 148(1) of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company has maintained the accounts and cost
records, as specified by the Central Government.
However, in terms of the said Rules, the requirement
of cost audit is not applicable to the Company for the
financial year 2024-25.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

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

28. CORPORATE GOVERNANCE

The Company has complied with the provisions
relating to corporate governance as provided under
the Listing Regulations. In compliance with Regulation
34 read with Schedule VI of the Listing Regulations, a
detailed report on Corporate Governance along with
the Auditor’s Certificate on its compliance forms part
of this Report as ‘Annexure -VI’.

29. PARTICULARS INVESTMENTS, LOANS AND
GUARANTEES

Particulars of investments made by the Company are
given in the Notes to Financial Statements for the year
ended March 31,2025, which forms part of this Annual

Report. During the year under review the Company
has not given any loans or guarantees under Section
186 of the Act.

30. HOLDING COMPANY

As on March 31,2025, the Promoter and the Holding
company i.e., Oronzio De Nora International B. V.
holds 28,49,500 equity shares representing 53.68% of
the total paid-up equity share capital of the Company.
There was no change in the shareholding of Oronzio
De Nora International B. V. in the Company during
the year. The Company continues to be a Subsidiary
Company of Oronzio De Nora International B. V.

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

As of March 31, 2025, the Company does not have
any subsidiary, associate company or a joint venture.
During the year, no other company became or ceased
to be a Subsidiary / Associate / Joint Venture company
of the Company.

32. PUBLIC DEPOSITS

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

33. INVESTOR EDUCATION AND PROTECTION FUND

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

34. INDUSTRIAL RELATIONS

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

35. COMPLIANCE WITH MATERNITY BENEFIT ACT
1961

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

36. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is committed to provide a safe and
respectable work environment to all its employees.
The Company has in place a policy on Prevention
of Sexual Harassment at workplace. In compliance
with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013,
the Company has constituted an Internal Complaints
Committee (‘ICC’). The ICC is composed of internal
members and an external member who has extensive
experience in the field.

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

a. No. of complaints of sexual harassment received/
filed during the year: Nil.

b. No. of complaints disposed off during the year:
Nil.

c. No. of Complaints pending for more than ninety
days: Nil

37. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the
Company as on March 31,2025, under the provisions
of the IEPF are given below and the same was also
disseminated on the website of the Company viz.,
https://india.denora.com/.

38. OTHER DISCLOSURES

The Directors state that during the year under review:

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

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

c. There are no material changes and commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year March 31, 2025, and the date of
this Report;

d. The Company has not issued equity shares
with differential rights as to dividend, voting or
otherwise;

e. There was no revision in the financial statements
of the Company;

f. The Company has not issued any Sweat Equity
Shares or Bonus Shares;

g. No Employee Stock Option and Employee Stock
Purchase Schemes were launched;

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

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

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

39. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
De Nora India Limited

Supriya Banerji

Place: Kundaim, Goa Chairperson

Date: July 30, 2025 DIN: 05209284