Your Board of directors (“the Board”) take pleasure in presenting the Board's Report as a part of the 35^th Annual Report of your Company (“the Company” or “Himadri”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors' Report thereon for the financial year ended 31 March 2023.

1. Financial Highlights

The Company's financial performance for the financial year ended 31 March 2023 are summarized below:

2. Performance Highlights

i) Financial Performance - Standalone

The Company achieved total revenue from operations of H 417,184.13 lakhs for the year ended 31 March 2023 as against H 279,131.40 lakhs for the year ended 31 March 2022 representing an increase of 49.46% because of increase in volume, average realization and change in product mix. The earnings before interest, taxes, depreciation, and amortization ('EBITDA') for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was H 40,817.36 lakhs as compared to H 16,159.31 lakhs for the previous year. EBITDA for the year increased

by 152.59% due to the increase in volume, average realization and operational efficiencies. During the financial year 2022-23, the Company earned a profit after tax of H 20,780.85 lakhs as compared to H 6,506.19 lakhs in the previous year.

ii) Financial Performance - Consolidated

On a consolidated basis, the total revenue from operations in the financial year 2022-23 increased by 49.46% to H 417,184.13 lakhs from H 279,131.77 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was H 41,899.31 lakhs as compared to H 16,287.13 lakhs for the previous year. EBITDA for the year increased by 157.25 % due

to an increase in volume, average realization and operational efficiencies. During the financial year 2022-23, the Company earned a profit after tax of H 21,585.90 lakhs as compared to H 3,905.48 lakhs in the previous year.

3. Dividend

In terms of Dividend Distribution Policy of the Company, the Board has recommended a dividend of H 0.25 per equity share having face value of H 1 each (i.e. @ 25% per equity share of face value H 1 each) for the financial year ended 31 March 2023 (Dividend for financial year 2021-22 @ H 0.20 per equity share of H 1 each) out of its' current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as 'AGM') of the Company. The Dividend payout during the financial year ended 31 March 2023 was H 838.68 lakhs (previous year: H 628.45 lakhs).

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31 March 2023 and the AGM. Book closure date has been indicated in the Notice convening AGM.

In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations'), the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at https://www.himadri.com/pdf/dividend-distribution-policv-10.02.2023.pdf.

Pursuant to the provisions of Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income-tax Act, 1961 and amendments thereof.

4. Reserves and Surplus

During the current financial year, the Company has not transferred any amount to the General Reserve.

5. Subsidiaries

The Company has two Subsidiary Companies 1) AAT Global Limited (“AAT”) in Hong Kong in which the Company holds 100% equity, 2) Shandong Dawn

Himadri Chemical Industry Ltd (“SDHCIL”) in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited.

During the financial year 2021-22 and 2022-23, AAT Global Limited was material subsidiary pursuant to Regulation 16 of SEBI Listing Regulations.

The Company has formulated a policy for determining material subsidiaries. The Policy is available on the website of the Company at https://www. himadri.com/pdf/policy-for-determining-material-subsidiaries-10.02.2023.pdf.

A report on the performance and financial position of each of the subsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act, 2013 (“Act'') read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to this Report as Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2023, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.himadri.com.

• Names of Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates

No Company has become or ceased to be a subsidiary or joint venture or associate of the Company during this financial year.

6. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31 March 2023, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.

The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.

7. Preferential Issue

Pursuant to the approval of the Board at its meeting held on 14 July 2022 and approval of the members of

the Company at their Extra-Ordinary General Meeting ('EGM') held on 08 August 2022, upon receipt of 25% of the issue price per warrant (i.e. H 17.50 per warrant) as upfront payment (“Warrant Subscription Price”), the Company, on 22 August 2022 has allotted 72,550,000 (Seven Crores Twenty Five Lakhs Fifty Thousand) warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of H 70 each payable in cash (“Warrant Issue Price”).

Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of H 1 (Rupee One only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance

consideration of H 52.50 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

Subsequently the Company on 17 February 2023, upon receipt of balance 75% of the issue price (i.e., H 52.50 per warrant) for 13,300,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder.

For the remaining 59,250,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated 14 July 2022.

8. Share Capital

The paid-up share capital of the Company at the beginning of the financial year was H 4,189.65 lakhs consisting of 418,965,278 equity shares of H 1 each.

During the financial year, the Company has allotted:

(i) 374,372 equity shares of H 1 each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016" on 21 April 2022.

(ii) 67,548 equity shares of H 1 each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016" on 12 December 2022.

(iii) 13,300,000 equity shares of H 1 each of the Company on 17 February 2023 towards conversion of warrants issued on preferential basis.

As a result of the above allotment the paid-up capital of the Company as at the end of the financial year increased to H 4,327.07 lakhs consisting of 432,707,198 equity shares of H 1 each.

9. Windmills

At the end of the financial year, the Company had sold both the windmills of the Company situated at Dhule, Maharashtra. The sale of the windmills do not have any material impact on the operations of the Company as the aggregate revenue generated by it forms a negligible part of the turnover of the Company.

10. Working Capital

The Company continues to enjoy working capital facilities under multiple banking arrangements with various banks including Axis Bank Limited, Bank of Baroda, Citi Bank N.A., DBS Bank India Limited, HDFC Bank Limited, ICICI Bank Limited, IDFC First Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited, RBL Bank Limited, Standard Chartered Bank,

State Bank of India, The Federal Bank Limited, The Hongkong and Shanghai Banking Corporation Limited and Yes Bank Limited. The Company has been regular in servicing these debts.

11. Credit Rating

The Company has obtained Credit Rating of its various credit facilities and instruments from ICRA Limited. The details about the rating assigned by the agency are clearly elaborated in the Corporate Governance report forming part of the Board's Report.

12. Capital Expenditure

During the financial year 2022-23, the Company incurred capital expenditure on account of addition to fixed assets aggregating to H 8,315.20 lakhs (including capital work in-progress and capital advances).

13. Directors and Key Managerial Personnel

• Changes in Board Composition and Key Managerial Personnel

During the financial year 2022-23, Mr. Bankey Lal Choudhary (DIN: 00173792), Mr. Vijay Kumar Choudhary (DIN: 00173858) and Mr. Tushar Choudhary (DIN: 00174003) Executive Directors have resigned from the Directorship of the Company with effect from 08 July 2022 due to personal reason. Your Board of Directors places on record its sincere appreciation for the services rendered by them.

Further Mr. Hardip Singh Mann (DIN: 00104948) and Ms. Sucharita Basu De (DIN: 06921540) Independent Directors have resigned from the Directorship of the Company with effect from 08 July 2022. Mr. Mann and Ms. Basu De informed the Board that their resignations were purely on account of personal reasons. They have also confirmed that there are no other material reasons attributable/ connected with the Company for their resignation. The Board places on record its deep appreciation for the contributions of Mr. Mann and Ms. Basu De during their tenure as Independent Directors of the Company.

During the year under review, the Board of the Company (based on the recommendation of the Nomination & Remuneration Committee) has appointed Ms. Rita Bhattacharya (DIN: 03157199) as Independent Director of the Company for a term of 5 (Five) consecutive years w.e.f. 11 August

2022. The Shareholders of the Company approved the said appointment with an overwhelming majority at the 34^th AGM of the Company.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of the Company at its meeting held on 21 July 2022 has approved the appointment of Mr. Anurag Choudhary, Managing Director & CEO as the Chairman of the Company. While considering the said appointment as the Chairman, the Board has considered the benefits of integrating the duties of Chairperson and Managing Director and considered the leadership qualities, industrial achievements, skill set, career trajectory of Mr. Anurag Choudhary and his incomparable know how of the Indian Chemical Industry and his recognition of the same in the industry.

During the financial year 2022-23, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations.

There were no changes in Key Managerial Personnel of your Company during the financial year 2022-23 other than disclosed above.

• Re-classification of Promoter/Promoter Group

The Board of Directors at its meeting held on 8 July 2022 took a note that the Promoters of the Company have inter-se entered into a Family Settlement Agreement (“FSA”) pursuant to which Mr. Bankey Lal Choudhary, Mr. Vijay Kumar Choudhary, Mr. Tushar Choudhary, Ms. Sushila Devi Choudhary, Ms. Saroj Devi Choudhary, Ms. Kanta Devi Choudhary and Ms. Swaty Choudhary ('Outgoing Promoters') have applied for reclassification from 'Promoter/Promoter Group' to 'Public Category' in accordance with Regulation 31A of SEBI Listing Regulations (“Reclassification”)

Thereafter, the shareholders of the Company at the EGM held on 8 August 2022 approved the reclassification. Further, the Company has received approval from National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges”) on 24 February 2023 for re-classification of the outgoing promoters from 'Promoter/Promoter Group' to 'Public Category' in accordance with Regulation 31A of SEBI Listing Regulations.

• Director retiring by rotation

Pursuant to the provisions of the Act, the members of the Company at the 34^th AGM held

on 28 September 2022, re-appointed Mr. Shyam Sundar Choudhary (DIN: 00173732) who was liable to retire by rotation.

In accordance with the provisions of the Act, Mr. Anurag Choudhary (DIN: 00173934), Chairman cum Managing Director & CEO retires from the Board by rotation and being eligible and offers himself for re-appointment. The Board of Directors recommends the said re-appointment at the 35^th AGM.

Further, the brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2, are provided in the Notice convening the ensuing AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 27 April 2023 received from Rajarshi Ghosh, Company Secretary in Practice (CP No 8921) certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India (“SEBI”)/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Details pertaining to the remuneration of KMPs employed during the year is provided in the Annual Return. During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

14. Meetings of the Board

The Board met 6 (Six) times during the financial year 2022-23. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.

The maximum gap between two Board meetings held during the year was not more than 120 days.

15. Declaration from Independent Directors

During the financial year 2022-23, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.

16. Material Changes and Commitments affecting the financial position of the Company & Change in nature of business

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

During the year under review, there was no change in the nature of the business of the Company.

17. Directors’ Responsibility Statement

Based on internal financial controls, work performed by the Internal Auditors, Statutory Auditors, Cost Auditors and Secretarial Auditors, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(3)(C) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31 March 2023:

a. In the preparation of the annual accounts for the year ended 31 March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors have selected suitable accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going-concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems are adequate and operating effectively.

18. Nomination & Remuneration Policy

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may be accessed on the Company's website at the following link: https://www.himadri.com/pdf/nomination-and-remuneration-policv-10.02.2023.pdf.

19. Loans, Investments and Guarantee

The Company has not given any loans, guarantees or securities during the year that would attract the provisions of Section 185 of the Act. The details of loans granted, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

20. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31 March 2023 is available on the website of the Company at the link https://www.himadri.com/pdf/annual-return-in-form-mgt-7-for-the-fy-2022%E2%80%932023.pdf.

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded at the same link on the website of the Company once the same is filed with Ministry of Corporate Affairs after the AGM.

21. Particulars of Remuneration of Managerial Personnel and Employees and related disclosure

Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure II enclosed hereto and forms part of this Report. In accordance with the provisions of the Section, the names and other particulars of employees drawing remuneration in excess of the

limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

22. Risk Management (Risk Assessment and Minimization Procedure)

The Company has a Policy on Risk Management (Risk Assessment and Minimization Procedure) to identify various kinds of risks in the business of the Company. The Board and the Senior Management review the Policy from time to time and take adequate steps to minimize the risk in business. There are no such risks, which, in the opinion of the Board, threaten the existence of your Company. However, some of the risks which are inherent in business and the type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.

23. Employee Stock Option Plan (ESOP)

Your Company has adopted the Himadri Employee Stock Option Plan (“ESOP 2016”) for granting options to eligible employees of your Company as approved by the Members of your Company at the 28^th AGM held on 24 September 2016.

The applicable disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the details of stock options as at 31 March 2023 under the ESOP 2016 are set out in the Report as Annexure III and the same forms part of this Report and is also available on the Company's website at https://www.himadri.com/pdf/esop-disclosure-62.pdf.

24. Auditors and Auditors’ Report

(i) Statutory Auditors

M/s Singhi & Co, Chartered Accountants (FRN 302049E), the Statutory Auditors of the Company were appointed at the 34^th AGM held on 28 September 2022 for the term of 5 (Five) consecutive years from the conclusion of the 34^th AGM till the conclusion of the 39^th AGM to be held for the financial year 2026-27. M/s. B S R & Co. LLP, Chartered Accountants (ICAI Registration Number: 101248W/W-100022) completed their term at the conclusion of the 34^th AGM.

The Report given by M/s Singhi & Co, Chartered Accountants on the financial statements of the Company for the financial year 2022-23 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

(ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendation of the Audit Committee appointed M/s Arun Kumar Maitra & Co, Practising Company Secretaries (ICSI Unique Code P2015WB086500), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2023 is annexed to this Report as Annexure IV and forms part of this Report.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2022-23 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March 2023 has been submitted to the Stock Exchanges and the said report may be accessed on the Company's website at https:// www.himadri.com/pdf/secretarial-compliance-report-31-march-2023.pdf.

• Explanation or comments by the Board on the qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors

The observations/qualifications of the Secretarial Auditors in their Secretarial Audit Report for the financial year ended 31 March 2023 forming part of the Annual Report are self-explanatory. Their observations/ qualifications and the explanation/ comments/reply of the management is annexed to this Report as Annexure V.

(iii) Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company had submitted the Cost Audit Report for the year 2021-22 within the time limit prescribed under the Act and Rules made thereunder.

During the Period under review, pursuant to Section 148 of the Act read with the Rules framed thereunder, the Board has re-appointed Mr.

to be given pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure VI.

28. Details in respect of adequacy of Internal Financial Controls with reference to the financial statements

The Company has laid down adequate internal financial controls and checks which are effective and operational. The Internal Audit of the Company for financial year 2022-23 was carried out by M/s Ernst & Young LLP (“EY”), Chartered Accountants, Internal Auditor for all divisions and units of the Company. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

29. Related Party Transactions

The related party transactions that were entered into by the Company during the financial year 2022-23, were on arm's length basis. Further, no material related party transactions were entered into by the Company during the financial year 2022-23. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure VII forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2022-23 are provided in the accompanying financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://www.himadri.com/pdf/policv-on-related-partv-transactions-10.02.2023.pdf.

30. Corporate Social Responsibility (CSR)

The Board, in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder has formulated the CSR Committee and CSR Policy. Further, the CSR Policy has been placed on the website of the Company and can be accessed through the following link: https://www.himadri.com/pdf/ corporate-social-responsibility-policy 10.02.2023.pdf.

The Company's key objective is to make a difference to the lives of the underprivileged and help them to bring a self-sustaining level. There is a deep commitment to CSR engagement. The Company has following ongoing CSR projects:

(i) Rural development project for constructing Pucca houses in place of Kutcha houses for Economically Weaker Sections (EWS) of the society in village area surrounding or adjoining to Company's plant at Mahistikry as well as surrounding villages, setting up of rural electrification facility, setting up of drainage system, setting up of water supply tanks including pipeline connectivity to the villages involving a large amount of outlay and same are under process.

(ii) Heath Care Project for Setting up of Nursing Home at Dist. Hooghly by construction of building - facilities of Kidney dialysis, eye testing, spectacles distribution, medicine distribution, Ayurvedic, naturopathic and homeopathy treatment for the betterment of local people surrounding the plant at Mahistikry as well as surrounding villages.

During the financial year 2022-23, the Company was required to spend H 160.99 lakhs, the minimum amount to be spent on CSR activity. The Company spent H 121.60 lakhs during the financial year 2022-23. Accordingly, the unspent amount for financial year 2022-23 is H 39.39 lakhs pertaining to ongoing Health Care Project and the same has been transferred to the “ Hlmadrl Speciality Chemical Ltd Unspent CSR Account 2023” pursuant to Section 135(6) of the Act for the aforesaid Heath Care Project.

Setting up the aforesaid projects requires a substantial amount of involvement of time and effort for planning and its execution. The Company, through its CSR activities, has always focused on efforts that can substantially impact the well-being of the disadvantaged segments of the population. The endeavor is to have a comprehensive approach that is meaningful and with a long-term focus to ensure scalability. The CSR Committee has been continuously focused on providing social benefits to society in its true sense.

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VIII forming part of this Report.

31. Performance Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company's Management and the Board.

Further, the Board, upon recommendation of the Nomination and Remuneration Committee and as per the criteria and manner provided for the annual evaluation of each member of the Board and its Committees, has evaluated the performance of the entire Board, its Committees, and individual directors. During the financial year 2022-23, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

32. Public Deposit

During the financial year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

33. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future

There are no significant/material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/proceeding by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31 March 2023.

34. Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)

During the financial year 2022-23, the Company was not required to transfer the amount of unclaimed/ unpaid dividend to the IEPF pursuant to the provisions of Section 124 of the Act, since no dividend was declared for the financial year 2014-15. The Company sends reminder letters to the Shareholders from time to time for claiming their unpaid dividend.

35. Transfer of Unclaimed Shares to IEPF

During the financial year 2022-23, the Company was not required to transfer the unclaimed shares to IEPF pursuant to the provisions of Section 124(6) of the Act.

The members who have a claim on dividends and shares which have been transferred to IEPF may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website of IEPF Authority at www.iepf.gov.in and sending a physical copy of the same, to the Company, along with requisite documents enumerated in the Form IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred to IEPF.

36. Corporate Governance

In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report together with a certificate from a firm of Practising Company Secretaries confirming compliance, is annexed herewith and marked as Annexure IX forming part of this Report.

37. Management Discussion and Analysis

The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of the Annual Report.

38. Business Responsibility and Sustainability Reporting (BRSR)

The Business Responsibility and Sustainability Reporting (BRSR) of the Company for the financial year ended 31 March 2023 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith and marked as Annexure X forming part of this Report and the same is also available on the Company's website at www.himadri.com.

39. Listing on Stock Exchanges

The Company's 432,707,198 equity shares of H 1 each as on 31 March 2023 are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees to these stock exchanges.

40. Dematerialisation of Shares

There were 429,905,356 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2023, representing 99.35% of the total paid-up share capital of the Company consisting of 432,707,198 equity shares of H 1 each. The Company's equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s).

41. E-voting facility at AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 35^th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd (“NSDL”). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

42. Internal Complaint Committee

The Company has an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on prevention, prohibition, and redressal of

sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

During the financial year 2022-23, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

43. Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

44. Green Initiatives & Acknowledgement

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants (“DPs”) and RTAs. To support the 'Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent (“RTAs”)/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 10/2022 dated 28 December 2022 and SEBI Circular dated 05 January 2023, the Annual Report of the Company for the financial year ended 31 March 2023 including therein the Audited Financial Statements for the financial year 2022-23, are being sent only by email to the Members.

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, debenture holders and various departments of the State and the Central Government.

Your directors appreciate and value the contribution made by every member of the Himadri family.