Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for NCLT Order on the Scheme

NEAPS/BSE ONLINE 16th October, 2026 The Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Plot No. C-1, Block-G, 1st Floor, New Trading Ring, Exchange Plaza, 5th Floor, Rotunda, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400001 Mumbai – 400051 (BSE Scrip Code: 542905) (NSE Symbol: HINDWAREAP) Dear Sir/Madam, Sub: 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 We refer to our earlier disclosures dated May 27, 2026, March 7, 2026, February 4, 2026 and March 27, 2025 informing the Stock Exchanges about Composite Scheme of Arrangement between the Company (also referred to as “Demerged Company/Remaining Transferor Company”), HHIL Limited (“Resulting Company”), Hindware Limited (“Transferee Company”), and their respective shareholders and creditors (“Scheme”) under Sections 230 to 232 of the Companies Act, 2013, seeking the sanction of the Hon’ble National Company Law Tribunal, Kolkata Bench (“Hon'ble Tribunal”) for the Scheme. Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Hon’ble Tribunal, vide its Order dated October 14, 2026 (“Order”), has sanctioned the Scheme. The Order has been uploaded on the NCLT website at https://nclt.gov.in/ on 15th October, 2026. The Scheme shall become effective upon filing of the Order passed by the Hon'ble Tribunal with the Registrar of Companies by the respective companies, in accordance with the terms of the Scheme. Certified copies of above NCLT order is awaited. The Order as available on the NCLT website has also been uploaded on the website of the Company and is also enclosed herewith as Annexure - A. This is for your information and records. Yours faithfully, For Hindware Home Innovation Limited Payal M Puri (Company Secretary & Sr. V. P. Group General Counsel) Name: Payal M Puri Address: 301-302, 3rd Floor, Park Centra, Sector-30, Gurugram-122001 Membership No.: 16068 Encl.: As above Annexure - A IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT NO. II KOLKATA C.P. (CAA) No. 21/(KB)/2026 Connected with C.A. (CAA) No. 200/(KB)/2025 An Application under Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and other applicable provisions of law; In the matter of: A Scheme of Arrangement of (Final Motion): 1) HINDWARE HOME INNOVATION LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction. …PETITIONER COMPANY NO. 1/TRANSFEROR COMPANY 2) HHIL LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction. … PETITIONER COMPANY NO. 2/ TRANSFEREE COMPANY NO.1 3) HINDWARE LIMITED, a company within the meaning of Companies Act, 2013 and having its registered office at 2, Red Cross Place, Kolkata-700001, West Bengal, within the aforesaid jurisdiction. … PETITIONER COMPANY NO. 3/ TRANSFEREE COMPANY NO.2 Page 1 of 19 C.P. (CAA) No. 21/(KB)/2026 Connected with C.A. (CAA) No. 200/(KB)/2025 In the matter of: 1) HINDWARE HOME INNOVATION LIMITED 2) HHIL LIMITED 3) HINDWARE LIMITED …Petitioner Companies Date of pronouncing the order: 14.10.2026 Coram: Shri Labh Singh : Member (Judicial) Ms. Rekha Kantilal Shah : Member (Technical) Appearances (via Hybrid Mode): 1. Ms. Manju Bhuteria, Sr. Adv 2. Ms. Tanvi Luhariwala, Adv. 3. Mr. Pradeep Kumar Jewrajka, Adv 4. Ms. Pooja Jewrajka, Adv ORDER Per: Rekha Kantilal Shah, Member (Technical) 1. The court convened through hybrid mode. 2. The instant petition has been filed in the second stage of the proceedings under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") for sanction of the Composite Scheme of Arrangement between 1) HINDWARE HOME INNOVATION LIMITED, being the Petitioner No. 1 abovenamed ("Demerged Company /Transferor Company "), 2) HHIL LIMITED, being the Petitioner No. 2 abovenamed ("Transferee Company No. 1"), and 3) HINDWARE LIMITED, being the Petitioner No. 3 abovenamed ("Transferee Company No. 2"), Page 2 of 19 C.P. (CAA) No. 21/(KB)/2026 Connected with C.A. (CAA) No. 200/(KB)/2025 whereby and whereunder (i) the consumer products business of the Demerged Company is proposed to be demerged from and transferred into the Transferee Company No. 1 and (ii) the remaining business/undertaking of the demerged company is being proposed to be amalgamated into the Transferee Company No. 2, with consequent dissolution of the remaining Transferor Company without winding up, from the Appointed date viz 1st April, 2025 in the manner and on the terms and conditions stated in the said Scheme of Arrangement (“Scheme”). The copy of the said Scheme is annexed to the Company Petition being- Annexure-A at Page Nos.31-74, Volume I. 3. The Petition has now come up for a final hearing. Authorised Representative for the Petitioners submits as follows:- a) The Board of Directors of the Petitioner Companies have at their respective meetings all held on 27/03/2025 passed resolution approving the proposed Scheme of Arrangement, respectively. Extracts of the resolutions are annexed to the company petition at Annexure D at Page Nos. 240-245, Volume II for petitioner no. 1; Annexure G at Page Nos. 319-323, Volume III for petitioner no. 2 and Annexure J at Page Nos. 483-487, Volume IV for petitioner no. 3. b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:- A. The Petitioner No. 1 has two distinct business segments, namely (i) the Consumer Products Business, which is primarily engaged in branding and distribution of consumer durable products, and (ii) the Building Products Business, which is an integrated play of manufacturing, branding and distribution of sanitaryware, faucets, pipes, fittings and related building products, each having distinct distribution Page 3 of 19 C.P. (CAA) No. 21/(KB)/2026 Connected with C.A. (CAA) No. 200/(KB)/2025 channels, capital requirements, skill sets, technology and manpower requirements and strategic and financial investors’ interest. B. Unlocking of value in the businesses for the shareholders 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 the relevant business according to their strategies and risk profiles; C. 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; D. Streamlining of the corporate structure, resulting in greater operational efficiency and implementation of smoother and effective controls and processes; E. Segregation of businesses enabling sharper focus and better alignment of the businesses to their customers, and enabling the respective businesses to improve competitiveness and operational efficiencies and to strengthen their position in the relevant marketplace; F. Optimal monetization and development of each of the respective businesses, with dedicated and specialised management focus on the specific needs of the respective businesses; G. Benefit to all stakeholders, leading to growth and value creation in the long run, m [Showing first 8,000 characters — download PDF for full document]