డైరెక్టర్ల నివేదిక Himadri Speciality Chemical Ltd.

Mar 31, 2025

Your Board of directors (“the Board”) take pleasure of presenting the Board''s Report as a part of the 37^th Annual Report
of Himadri Speciality Chemical Ltd (“the Company” or “Himadri”), together with the Audited Financial Statements
(Standalone and Consolidated) and the Auditor''s Report thereon for the financial year ended 31 March 2025.

1. Financial Highlights

The Company''s financial performance for the financial year ended 31 March 2025 are summarized below:

2. Performance Highlights

i) Financial Performance - Standalone

The Company has achieved total revenue
from operations of H 4,59,580.34 Lakhs for the
financial year ended 31 March 2025 as against H
4,18,489.03 Lakhs for the financial year ended
31 March 2024 representing an increase of 10%
because of increase in volume, operational
efficiency and change in product mix and
geographical mix. Sales volume increased
by 16%. 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 84,354.83 Lakhs as compared to H
63,236.24 Lakhs for the previous financial year.
EBITDA for the year increased by 33% due to the
increase in volume, operational efficiency and
change in product mix and geographical mix.
During the financial year 2024-25, the Company

earned a profit after tax of H 55,807.05 Lakhs as
compared to H 41,099.54 Lakhs in the previous
financial year representing an increase of 36%.

ii) Financial Performance - Consolidated

On a consolidated basis, the total revenue
from operations in the financial year 2024-25
increased by 10% to H 4,61,263.12 Lakhs from
H 4,18,489.03 Lakhs in the previous financial
year. EBITDA for the year, excluding the effect
of foreign exchange fluctuation loss/ (gain)
and other income, was H 84,674.67 Lakhs as
compared to H 63,537.59 Lakhs for the previous
financial year. EBITDA for the year increased
by 33% due to an increase in volume, change
in product mix and operational efficiencies.
During the financial year 2024-25, the Company
earned a profit after tax of H 55,509.97 Lakhs as
compared to H 41,068.18 Lakhs in the previous
financial year representing an increase of 35%.

Sl.	Particulars	Standalone		Consolidated
No.		2024-25	2023-24	2024-25	2023-24
I. Revenue from operations		4,59,580.34	4,18,489.03	4,61,263.12	4,18,489.03
II.	Other income	5,090.14	4,255.06	5,169.18	4,251.77
III.	Total income (I II)	4,64,670.48	4,22,744.09	4,66,432.30	4,22,740.80
IV.	Expenses
Cost of materials consumed		3,15,698.98	3,07,184.52	3,15,210.53	3,06,697.60
Changes in inventories of finished goods and work-in-progress		(501.19)	(3,670.28)	(507.60)	(3,670.28)
Employee benefits expense		12,436.63	10,996.88	13,938.55	11,048.10
Finance costs		4,457.13	6,371.76	4,477.24	6,386.74
Depreciation and amortisation expense		4,961.51	4,774.78	5,496.52	4,985.87
Other expenses		46,843.67	39,772.69	47,198.97	39,907.16
Total expenses (IV)		3,83,896.73	3,65,430.35	3,85,814.21	3,65,355.19
V.	Profit before exceptional items and tax (III-IV)	80,773.75	57,313.74	80,618.09	57,385.61
VI.	Exceptional Items	-	-	-	-
VII.	Profit before tax (V-VI)	80,773.75	57,313.74	80,618.09	57,385.61
VIII.	Tax expenses
Current tax		14,094.76	10,003.48	14,229.71	10,096.88
Deferred tax		10,780.02	6,210.72	10,778.99	6,210.72
Income tax related to earlier years		91.92	-	99.42	9.83
IX.	Profit for the year (VII-VIII)	55,807.05	41,099.54	55,509.97	41,068.18

3. Dividend

In terms of Dividend Distribution Policy of the Company,
the Board has recommended a dividend of H 0.60 per
equity share having face value of H 1 each (i.e. @ 60%
per equity share of face value H 1 each) for the financial
year ended 31 March 2025 (Dividend for financial year
2023-24 @ H 0.50 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 2025
was H 2,467.58 Lakhs (previous year: H 1,081.95 Lakhs).

The dividend, as recommended by the Board, if
approved at the ensuing AGM, will be paid to those
Members, whose name shall appear on the Register
of Members as on the Record Date as shall be
mentioned in the Notice of AGM. If approved, the
dividend shall be paid within 30 days from the date
of declaration as per the relevant provisions of the
Companies Act, 2013 (hereinafter referred to as Act'').

As of the date of signing of this Report, the date/
time/ venue of AGM and the Record Date was yet to
be decided. The same will be decided in due course
of time and the necessary communication in this
regard would be duly issued.

The dividend would be paid to all the equity
shareholders, whose names would appear in the
Register of Members / list of Beneficial Owners

on the Record Date to be determined for the
purpose of dividend.

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/home/uploads/govnce report/code
policv/dividend-distribution-policv-10.02.2023.pdf

Pursuant to the provisions of the 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 the 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 financial year 2024-25, the Company has
not transferred any amount to the General Reserve.
For details regarding the transfer to other reserves
please refer to note No. 18 of the financial statements
for the year which are self-explanatory.

>. Subsidiaries

The Company has eight Subsidiary Companies including three foreign subsidiaries as on 31 March 2025:

Sl. No	Indian Subsidiaries	% of holding	Type
1	Combe Projects Private Limited	100	Wholly Owned Subsidiary
2	Himadri Clean Energy Limited	100	Wholly Owned Subsidiary
3	Himadri Future Material	100	Step down Wholly Owned Subsidiary in which the
	Technology Limited		Company holds 100% equity through its Wholly Owned Subsidiary Company, Himadri Clean Energy Limited.
4	Himadri Green Technologies	100	Step down Wholly Owned Subsidiary in which the
	Innovation Limited		Company holds 100% equity through its Wholly Owned Subsidiary Company, Himadri Clean Energy Limited.
5	Invati Creations Private Limited*	40	Subsidiary
Foreign Subsidiaries
6	AAT Global Limited (In Hong Kong)	100	Wholly Owned Subsidiary
7	Shandong Dawn Himadri Chemical	94	Step down Subsidiary in which the Company holds
	Industry Limited (In China)		94% equity through its Wholly Owned Subsidiary Company, AAT Global Limited.
8	Himadri Speciality Inc (In the State of Delaware, United States of America)	100	Wholly Owned Subsidiary

*The Company has acquired 40% paid-up share capital of Invati Creations Private Limited (ICPL) and this voting right does not qualify ICPL
as a direct subsidiary under Section 2(87) of the Act. However, based on contractual rights (including potential voting rights combined
with 40% voting right), the Company has the power to make decisions concerning relevant activities and thus has control over ICPL as per
IND AS 110: "Consolidated Financial Statements." Consequently, the management of the Company has decided to consolidate the financial
statements of ICPL as a subsidiary with effect from 17 May 2024.

• Material subsidiary

During the financial year 2023-24 and 2024-25, 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/home/uploads/govnce report/code policv/policv-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 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 2025, 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 the Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates

During the financial year the following Companies have become subsidiaries of the Company:

Sl. No	Name of Subsidiaries	% of holding	Type	Date of becoming subsidiary
1	Himadri Green Technologies Innovation Limited	100	Step down Wholly Owned Subsidiary through its Wholly Owned Subsidiary Company, Himadri Clean Energy Limited.	01 August 2024
2	Invati Creations Private Limited	40	Subsidiary	17 May 2024
3	Himadri Speciality Inc (In the State of Delaware, United States of America)	100	Wholly Owned Subsidiary	07 February 2025

Note:

(i) The Company has acquired 40% paid-up share capital of Invati Creations Private Limited (ICPL) and this
voting right does not qualify ICPL as a direct subsidiary under Section 2(87) of the Act. However, based
on contractual rights (including potential voting rights combined with 40% voting right), the Company
has the power to make decisions concerning relevant activities and thus has control over ICPL as per
IND AS 110: "Consolidated Financial Statements." Consequently, the management of the Company has
decided to consolidate the financial statements of ICPL as a subsidiary with effect from 17 May 2024.

(ii) The Company has incorporated a Wholly Owned Subsidiary (WOS) under the name of "Himadri Speciality
Inc" in United States of America on 07 February 2025. This WOS is yet to commence business operations
as on 31 March 2025. The initial contribution to share capital of USD 10,000 has been made in 1,000
shares of face value of USD 10 each on 09 April 2025.

Other than the Companies mentioned above, no other Company has become or ceased to be a subsidiary or

joint venture or associate of the Company during this financial year.

• Names of the Companies which become Subsidiaries, Joint Venture or Associates after the end of financial
year and as on the date of the report.

Further the following Companies have become subsidiaries of the Company after close of the financial year:

Sl. No	Name of Subsidiaries	% of holding	Type	Date of becoming subsidiary
1	Birla Tyres Limited	100	Wholly Owned Subsidiary	01 April 2025
2	Himadri Birla Tyre Manufacturer Private Limited	49	Subsidiary	01 April 2025
3	Trancemarine and Confreight Logistics Private Limited	60	Subsidiary	04 April 2025
4	Sturdy Niketan Private Limited	99	Step down subsidiary	04 April 2025
			Trancemarine and Confreight Logistics Private Limited holds 99% shareholding in Sturdy Niketan Private Limited

Note:

(i) Birla Tyres Limited has become Subsidiary of the Company w.e.f 01 April 2025 and Wholly Owned
Subsidiary w.e.f. 07 April 2025.

(ii) The Board at its'' meeting held on 21 April 2025 has approved acquisition of 100% paid-up equity share
capital of Elixir Carbo Private Limited ("Target Company"), in cash, by way of purchase of equity shares
from the existing shareholders of the Target Company. On completion of the said purchase, Elixir Carbo
Private Limited will become the Wholly Owned Subsidiary of the Company.

6. Consolidated Financial Statements

The consolidated financial statements of the Company for the financial year ended 31 March 2025, 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 financial statements of the subsidiaries are available at the Website of the Company at www.himadri.com

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

7. Preferential Issue

• Issue of convertible warrants on a preferential basis

Pursuant to the approval of the Board at its meeting held on 20 March 2024 and approval of the Members of
the Company obtained via special resolution passed through Postal Ballot on 19 April 2024, upon receipt of
25% of the issue price per warrant (i.e. H 79 per warrant) as upfront payment (“Warrant Subscription Price”),
the Company, on 14 May 2024 had allotted 1,08,17,000 warrants, on preferential basis to the Promoters of the
Company and certain identified persons, at a price of H 316 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 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 237 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.

(Rupees Twenty-Five Crores Sixteen Lakhs
Seventy-Six Thousand Nine Hundred Thirty-Six
only) (“Purchase Consideration”), payable by
the Company to the Allottees, as consideration
for acquisition of 2,709 (Two Thousand Seven
Hundred Nine) equity shares of H 10 each of Invati
Creations Private Limited (“Target Company”),
representing 22.29% paid-up equity capital of
the Target Company held by the Allottees.

During the financial year 2024-25, the
Company has allotted 1,60,000 fully paid-up
equity shares against conversion of equal no.
of warrants exercised by the warrant holders
upon receipt of balance 75% of the issue price
(i.e., H 237 per warrant).

For the remaining 1,06,57,000 warrants outstanding
as on as on 31 March 2025 for which 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.

The details of utilization of funds raised during
the financial year 2024-25 against conversion of
warrants are given hereunder:

Sl. No	Particulars	Amount in J Lakhs
1	Funds raised through allotment of 1,08,17,000 warrants on 14 May 2024	8,545.43
2	Funds raised through allotment of 1,60,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2024-25	379.20
3	Total Funds raised and available for utilization till 31 March 2025 (1 2)	8,924.63
4	Funds utilized during the year ended 31 March 2025	8,924.63

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 Postal Ballot
dated 19 April 2024. Further, there is no category
wise variation between projected utilisation of
funds and the actual utilisation of funds.

• Issue of equity shares on preferential basis for
consideration other than cash

Pursuant to the approval of the Board at its
meeting held on 20 March 2024 and approval
of the Members of the Company obtained
via special resolution passed through Postal
Ballot on 19 April 2024, the Company, on
17 May 2024 had allotted 7,96,446 equity
shares of the Company having face value of
H 1 each, at a price of H 316 per equity share
(including a premium of H 315) per equity share
on a preferential basis for consideration other
than cash towards payment of H 25,16,76,936

8. Share Capital

The paid-up share capital of the Company at the
beginning of the financial year was H 4,925.94 Lakhs
consisting of 49,25,94,573 equity shares of H 1 each.

During the financial year 2024-25, the
Company has allotted:

(i) 1,24,115 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 23 April 2024.

(ii) 7,96,446 equity shares of H 1 each of the Company
on 17 May 2024 towards preferential allotment
of share for consideration other than cash.

(iii) 1,07,090 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 29 August 2024.

(iv) 34,000 equity shares of H 1 each of the Company
on 09 September 2024 upon conversion of
warrants issued on preferential basis.

(v) 25,000 equity shares of H 1 each of the Company
on 21 October 2024 upon conversion of warrants
issued on preferential basis.

(vi) 1,01,000 equity shares of H 1 each of the Company
on 05 March 2025 upon conversion of warrants
issued on preferential basis.

As a result of the above allotment the paid-
up share capital of the Company at the end
of the financial year increased to H 4,937.82
Lakhs consisting of 49,37,82,224 equity
shares of H 1 each.

9. 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 Hongkong
and Shanghai Banking Corporation Limited ,Yes
Bank Limited, CTBC Bank Co. Ltd and Sumitomo
Mitsui Banking Corporation. The Company has been
regular in servicing these debts.

10. Credit Rating

The Company has obtained a Credit Rating of its
various credit facilities and instruments from ICRA
Limited. The details about the ratings are clearly
drawn up in the Corporate Governance report
forming part of the Board''s Report.

11. Capital Expenditure

During the financial year 2024-25, the Company
incurred capital expenditure on account of
addition to fixed assets aggregating to H 16,165.14
Lakhs (including capital work in-progress and
capital advances).

The Board at its meeting held on 25 April 2024 has
approved brownfield expansion of a new speciality
carbon black line of 70,000 MTPA (increasing the
total speciality carbon black capacity to 1,30,000
MTPA) at an estimated capex of H 220 Crores.

The Board at its meeting held on 13 January 2025
has approved a new capex for setting up facility to
produce High Value - Added Speciality Products at an
investment of H 120 Crores. This facility will enable the
Company to extract high-value specialty products,
including Anthraquinone, Carbazole, Fluorene from
existing coal tar distillates at its existing facility. This
capital expenditure will not result in any change in
the total existing capacity.

12. Directors and Key Managerial Personnel

• Composition

The Board of the Company contains an optimum
combination of Executive and Non-Executive
Directors. As on 31 March 2025, it comprises of
6 (six) Directors, viz. 3 (three) Non-Executive
Independent Directors including a Woman
Director and 3 (three) Executive Directors.
The position of the Chairman of the Board
and the Managing Director are held by same
individual, wherein the Chairman of the Board
is an Executive Director. The profile of all the
Directors can be accessed on the Company''s
website at www.himadri.com

None of the Directors of the Company have
incurred any disqualification under Section 164(1)
& 164(2) of the Act. Further, all the Directors
have confirmed that they are not debarred from
accessing the capital market as well as from
holding the office of Director pursuant to any
order of Securities and Exchange Board of India
or Ministry of Corporate Affairs or any other
such regulatory authority.

During the year under review, the Board
has accepted the recommendations of the
Audit Committee.

The details of the Board composition and
composition of Committees are provided
separately in the Corporate Governance Report.

• Changes in Board Composition and Key
Managerial Personnel

Mr. Santimoy Dey (DIN: 06875452) has ceased
to be an Independent Director of the Company
upon completion of his second and final term
as an Independent Director and consequently
ceased to be a Director of the Company
w.e.f. the close of business hours on 23
September 2024. The Board places on record
its deep appreciation for the contributions
of Mr. Santimoy Dey during his tenure as an
Independent Director of the Company.

During the financial year 2024-25, Mr. Anurag
Choudhary (DIN: 00173934) was re-appointed
as Chairman cum Managing Director and CEO
of the Company, liable to retire by rotation,
for a period of five (5) consecutive years with
effect from 14 August 2024 to 13 August 2029
by means of passing Special Resolutions of the
members at the 36^th AGM of the Company held
on 20 June 2024.

During the financial year 2024-25, Mr. Amit
Choudhary (DIN: 00152358) was re-appointed
as Whole-time Director of the Company, liable
to retire by rotation, for a period of five (5)
consecutive years with effect from 14 August
2024 to 13 August 2029 by means of passing
Special Resolutions of the members at the 36^th
AGM of the Company held on 20 June 2024.

The Board, based on the recommendation of
the Nomination and Remuneration Committee,
has re-appointed Mr. Shyam Sundar Choudhary
(DIN: 00173732) as a Whole-time Director for a
further term of 3 (three) consecutive years with
effect from 01 April 2025 upto 31 March 2028

(both days inclusive), subject to approval of the
Members of the Company.

Further, based on the recommendation of the
Nomination and Remuneration Committee, the
Board has appointed Mr. Amitabh Srivastava
(DIN: 09704968), as an Additional Director in
the capacity of Independent Director for a term
of 5 (five) consecutive years with effect from
21 April 2025, subject to approval of the Members
of the Company.

During the financial year 2024-25, the
constitution of the Board complies with
the requirements of the Act and the SEBI
Listing Regulations.

There were no changes in the Key Managerial
Personnel of your Company during the
financial year 2024-25.

• Director retiring by rotation

Pursuant to the provisions of the Act, the
members of the Company at the 36^th AGM
held on 20 June 2024, re-appointed Mr.
Amit Choudhary (DIN: 00152358), Executive
Director of the Company, who was liable to
retire by rotation.

In accordance with the provisions of the Act,
Mr. Shyam Sundar Choudhary (DIN: 00173732),
Executive Director retires from the Board by
rotation and being eligible and offers himself
for re-appointment. The Board recommends
the said re-appointment at the 37^th AGM.

Further, the brief resume and other details
relating to the Director seeking appointment
or 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 8 April 2025
received from Mr. 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.

During the year under review, none of the
Directors of the Company is disqualified as per
the applicable provisions of the Act.

13. Meetings of the Board

The Board met 7 (Seven) times during the financial
year 2024-25. 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.

14. Declaration from Independent Directors

During the financial year 2024-25, 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 the integrity, expertise and experience
(including the proficiency) of an Independent
Director and are independent of the management.

15. 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
fundamental change in the nature of the business
of the Company.

16. Directors’ Responsibility Statement

Based on internal financial controls, work performed
by the Internal Auditors, Statutory Auditors,
Cost Auditor and Secretarial Auditor, 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 2025:

a. In the preparation of the annual accounts for
the year ended 31 March 2025, 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
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

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

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

17. 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/home/
uploads/govnce report/code policy/nomination-
and-remuneration-policv-10.02.2023.pdf

The remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration
Policy of the Company.

18. Board Diversity

The Company recognizes and embraces the benefits
of having a diverse Board that possesses a balance
of skills, experience, expertise and diversity of
perspectives, appropriate to the requirements of the
businesses of the Company. The Board has adopted
the Board Diversity Policy which sets out the approach
to diversity. The policy is available at the website of
the Company at https://www.himadri.com/home/
uploads/govnce report/code policy/nomination-
and-remuneration-policy-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 Company has also given loans to its Wholly
Owned Subsidiaries i.e. Himadri Clean Energy
Limited, Himadri Green Technologies Innovation
Limited and Himadri Future Material Technology Ltd
for business purposes.

During the financial year 2024-25, the Company
has made the following investments in securities of
other body corporate:

(i) The Company has acquired 40% paid-up equity
share capital of Invati Creations Private Limited;

(ii) The Company has made investment in Secured
Non-Convertible Debentures (“NCDs”) issued
by Dalmia Bharat Refractories Limited;

(iii) The Company has made investment in Unsecured
Compulsorily Convertible Notes issued by Sicona
Battery Technologies Pty Ltd (“Sicona”)

(iv) The Company has made further investment by
subscribing shares issued by its WOS, Himadri
Clean Energy Limited and Combe Projects
Private Limited.

The details of loans granted, guarantee given 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

In terms of provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the draft Annual Return
as on 31 March 2025 is available on the website
of the Company at the link https://www.himadri.
com/home/uploads/disclosure/annual return
companies act/1747034607 Draft MGT-7 FY -
2024-25 HSCL.pdf

The annual return uploaded on the website is a
draft in nature and the final annual return shall be
uploaded on the website of the Company once the
same is filed with the 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. The statement containing particulars of
employees pursuant to Section 197 of the Act, read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
not being sent to the Members along with this Annual
Report in accordance with the provisions of Section 136
of the Act. Copies of the said statement are available
at the registered office of the Company during the
designated working hours from 21 days before the
AGM till the date of the AGM. Any member interested in
receiving the said statement may write to the Company
Secretary, stating their Folio No./DPID & Client ID.

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 2025 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 the link https://www.

himadri.com/home/shareholder information

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.

The Report given by M/s Singhi & Co, Chartered
Accountants on the financial statements of the
Company for the financial year 2024-25 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 Auditor

Pursuant to the provisions of Section 204 of
the Act read with Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, M/s A.K Labh & Co, Practising
Company Secretaries (ICSI Unique Code
S1999WB026800), were appointed as
Secretarial Auditor to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial
Audit Report, pursuant to Section 204(1) of
the Act for the financial year ended 31 March
2025, is annexed to this Report as Annexure IV
and forms part of this Report. There is no
qualification, reservation, adverse remark, or
disclaimer given by the Secretarial Auditor
in their Reports.

The Company has undertaken an Annual
Secretarial Compliance Audit for the financial
year 2024-25 pursuant to Regulation 24A (2)
of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for the financial
year ended 31 March 2024 has been submitted
to the Stock Exchanges and the said report
may be accessed on the Company''s website at
the link https://www.himadri.com/home/stock
exchange compliance

Pursuant to the provisions of Section 204 of
the Act read with Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the

SEBI Listing Regulations, the Board of Directors
at its meeting held on 21 April 2025, upon the
recommendation of the Audit Committee,
appointed M/s LABH & LABH Associates, Firm
of Company Secretaries in Practice (FRN:
P2025WB105500) as Secretarial Auditor for a
term of five consecutive years commencing from
financial year 2025-26, subject to the approval
of the shareholders at the forthcoming AGM of
the Company. The Company has received the
necessary consent from M/s LABH & LABH
Associates to act as the Secretarial Auditor
of the Company along with the certificate
confirming that his appointment would be
within the applicable limits.

(iii) Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the
Cost Auditor of the Company submitted the
Cost Audit Report for the year 2023-24 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. Sambhu Banerjee, Cost Accountants, to
conduct an audit of the cost records of the
Company for the financial year 2024-25.

Pursuant to Section 148 of the Act, read with the
rules framed thereunder, the Board of Directors
at its meeting held on 21 April 2025, upon the
recommendation of the Audit Committee, re¬
appointed Mr. Sambhu Banerjee as the Cost
Auditor of the Company to conduct the audit of
the cost records of the Company for the financial
year 2025-26. The Company has received the
necessary consent from Mr. Sambhu Banerjee to
act as the Cost Auditor of the Company for the
financial year 2025-26 along with the certificate
confirming that his appointment would be
within the applicable limits.

Further, pursuant to Section 148 of the Act,
read with the rules framed thereunder, the
remuneration payable to Cost Auditor for the
financial year 2025-26 is required to be ratified
by the Members of the Company at the ensuing
AGM. Accordingly, an ordinary resolution
seeking the approval of Members for ratification
of payment of remuneration payable to the Cost
Auditor is included in the Notice convening the
ensuing AGM of the Company.

(iv) Internal Auditors

The Board appointed M/s Ernst & Young LLP
(“EY”), Chartered Accountants, as the Internal
Auditors of the Company for the financial year
2024-25. The Audit Committee considers and
reviews the Internal Audit Report submitted by
the Internal Auditors on a quarterly basis.

25. Maintenance of Cost Records

The Company is duly maintaining the cost accounts
and records as specified by the Central Government
in compliance with Section 148 of the Act.

26. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism
/ Whistle Blower Policy in terms of Section 177
of the Act and Regulation 22 of the SEBI Listing
Regulations for the employees to report their
grievances / concerns about instances of unethical
behavior, actual or suspected fraud or violation
of Company''s Code of Conduct by means of
protected disclosure to the Vigilance Officer
or the Chairman of the Audit Committee. The
Vigil Mechanism / Whistle Blower Policy may be
accessed on the Company''s website at https://www.
himadri.com/home/uploads/govnce report/code
policv/1744 099263 Policy on Vigil Mechanism.pdf

27. Conservation of energy, technology
absorption and foreign exchange earnings
and outgo

Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo for
the financial year ended 31 March 2025, as required
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 V.

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 2024-25 was carried out by M/s
Ernst & Young LLP (“EY”), Chartered Accountants,
Internal Auditors 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

Your Company has Policy on materiality of related
party transactions and on dealing with related party
transactions policy. The Audit Committee reviews this
policy periodically and also reviews and approves all
related party transactions, to ensure that the same
are in line with the provisions of applicable law and
the Related Party Transactions Policy.

The Audit Committee approves the related party
transactions and wherever it is not possible to
estimate the value, approves limit for the financial
year, based on best estimates.

The related party transactions that were entered into
by the Company during the financial year 2024-25,
were on an arm''s length basis. Further, no material
related party transactions were entered into by the
Company during the financial year 2024-25. The
disclosure under Section 134(3)(h) read with Section
188 (2) of the Act in form AOC-2 is given in Annexure VI
forming part of this Report.

The details of the transaction with related parties
during financial year 2024-25 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/home/
uploads/govnce report/code policv/1745210462
RPT Policy HSCL - 13.01.2025.pdf

30. Corporate Social Responsibility (CSR)

Your Company believes that it has a responsibility
to bring enduring positive value to the communities
it works with. In line with Company''s core theme
to keep India moving, we have and will continue
to build enduring and engaging relationships with
key stakeholders.

Acknowledging its responsibility towards the
society, your 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/home/uploads/govnce
report/code policy/1747470214 Corporate Social
Responsibility Policy 10.02.2023.pdf

The CSR Committee guides and monitors the
activity undertaken by the Company in this sphere.
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
the 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 2024-25, the Company
was required to spend H 648.70 Lakhs, the minimum
amount to be spent on CSR activity. The Company
spent H 245.64 in excess towards CSR in FY 2023-24
which has been set off during FY 2024-25. The
Company is required to spend in FY 2024-25 after
set-off excess CSR is H 403.06 Lakhs.

Out of net CSR obligation of H 403.06 Lakhs for the
financial year 2024-25, the Company spent H 486.06
Lakhs during the financial year 2024-25. There was
no amount unspent for the year ended 31 March 2025.
The Company has spent an excess amount H 83.00
Lakhs in CSR which is eligible for set off in three
succeeding financial years.

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 VII 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
executive directors after considering the views of
the Executive and Non-Executive Directors, the
Board as a whole assessed the quality, quantity,
and timeliness of flow of information between the
Company''s Management and the Board.

The evaluation process focused on various aspects
of the Board and Committees'' functioning such
as composition of the Board and its Committees,
experience and competencies, performance of
specific duties, obligations and governance issues.
A separate exercise was carried out to evaluate the
performance of individual Directors on parameters
such as attendance, contribution and exercise of
independent judgement.

Further, the Board, upon recommendation of the
Nomination and Remuneration Committee and
as per the criteria and manners 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 2024-25, all the
members of the Board and its Committees met the
criteria of performance evaluation as set out by the
Nomination and Remuneration Committee.

The Board expressed satisfaction with the overall
functioning of the Board and its Committees.

32. Public Deposit

During the financial year 2024-25, the Company has
not accepted any deposits from the 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 2025.

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

Pursuant to applicable provisions of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed
dividends that are required to be transferred by the
Company to the Investor Education and Protection
Fund (“IEPF” or “Fund”) established by the Central
Government, after completion of seven years
from the date of the declaration of dividend are
transferred to IEPF. Further, according to the Rules,
the shares in respect of which dividend has not
been paid or claimed by the shareholders for seven
consecutive years or more are also transferred to the
demat account of the IEPF Authority.

The Company had sent individual notices and
advertised in the newspapers seeking action from the
shareholders who have not claimed their dividends
for seven consecutive years or more. Thereafter,
the Company transferred such unpaid or unclaimed
dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to
provision of Section 124 of the Act, the Company
has transferred a sum of H 579,039 to the IEPF,
the amount of dividend which was unclaimed/
unpaid for a period of seven years, declared for the
financial year 2016-17.

During the financial year 2024-25, the Company
has transferred 85,315 shares in respect of which
dividend has not been paid or claimed for seven
consecutive years or more pursuant to Section 124
of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF may
claim those dividends and shares from the IEPF
Authority by complying with prescribed procedure
and filing the e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year
ended 31 March 2018 and which remains unpaid/
unclaimed is due to be transferred to IEPF within
statutory timelines, upon expiry of the period of

seven years. The due dates for transfer of unclaimed
dividend to IEPF are provided in the report on
Corporate Governance.

Further the shares in respect of which dividend has
not been paid or claimed for seven consecutive
years will also be transferred to IEPF. Shareholders
are requested to ensure that they claim the unpaid
dividends referred to above before the dividend and
shares are transferred to the IEPF pursuant to the
provision of Section 124 of the Act.

35. Corporate Governance

Your directors believe that corporate governance
is an ethically driven business process that is
committed to values aimed at enhancing the growth
of your Company. The endeavor is to continue and
move forward as a responsible and sustainable
Company in order to attract as well as retain talents,
investors and to maintain fulfilling relationships with
the communities and take all possible steps in the
direction to re-write a new future for your Company.

We are committed to achieve the highest standards
of ethics, transparency, corporate governance
and continue to comply with the code of conduct
framed for the Board and senior management
under SEBI Listing Regulations and have maintained
high standards of corporate governance based
on the principle of effective implementation of
internal control measures, adherence to the law
and regulations and accountability at all levels of
the organization.

Your Company''s corporate governance practices
are driven by effective and strong Board oversight,
timely disclosures, transparent accounting policies
and high levels of integrity in decision making. In
terms of the provisions of Regulation 34(3) of the
SEBI Listing Regulations, the Corporate Governance
Report of the Company together with a certificate
from Practising Company Secretaries confirming
compliance, is annexed herewith and marked as
Annexure VIII forming part of this Report.

36. 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. The said
report gives detail of the overall industry structure,
economic developments, performance and state of
affairs of your Company''s business, risk management
systems and material developments during the
year under review.

37. Business Responsibility and Sustainability
Reporting (BRSR)

The Business Responsibility and Sustainability
Reporting (BRSR) of the Company for the financial
year ended 31 March 2025 as required pursuant
to the Regulation 34(2)(f) of the SEBI Listing
Regulations is annexed herewith and marked as
Annexure IX forming part of this Report and the
same is also available on the Company''s website at
www.himadri.com.

38. Listing on Stock Exchanges

There were 49,37,82,224 equity shares of the
Company as on 31 March 2025. However, out
of 49,37,82,224 equity shares of the Company,
49,36,81,224 equity shares were listed with BSE
Limited (BSE) and the National Stock Exchange of
India Limited (NSE). The difference in the issued
and listed capital is because of 1,01,000 number of
equity shares which were allotted on 5 March 2025
and pending for listing as on 31 March 2025.

The Company has paid the annual listing fees to
these stock exchanges.

39. Dematerialisation of Shares

There were 49,37,82,224 equity shares of the
Company as on 31 March 2025, out of the 49,37,82,224
equity shares of the Company 49,19,26,832 shares
were held in electronic form representing 99.62%
of the total paid-up share capital, whereas balance
of 18,55,392 shares was held in physical form
representing 0.38% of the total paid up share capital
of the Company. 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).

40. 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 37^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.

41. Prevention of Sexual Harassment at
Workplace

Your Company firmly believes in providing a safe,
supportive, and friendly workplace environment -
a workplace where its values come to life through
supporting behaviors. A positive workplace
environment and great employee experience are
integral parts of its culture. Your Company continues
to take various measures to ensure a workplace free
from discrimination and harassment based on gender.

Your Company educates its employees as to what
may constitute sexual harassment and in the event
of any occurrence of an incident constituting
sexual harassment. Your Company has created the
framework for individuals to seek recourse and
redressal to instances of sexual harassment.

Your Company has a Sexual Harassment Prevention
and Grievance Handling at the Workplace Policy in
place to provide clarity around the process to raise
such a grievance and how the grievance will be

investigated and resolved. An Internal Committee has
been constituted in line with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder. There
are regular sessions offered to all employees to increase
awareness of the topic, and the Committee and other
senior members have undergone training sessions.

During the financial year 2024-25, 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.

During the financial year 2024-25, initiatives were
taken to demonstrate the Company''s zero tolerance
philosophy against discrimination and sexual
harassment, which included easy to understand
training and communication material which was
made easily accessible. The Company has also
conducted online training for the employees to
cover various aspects of this matter.

42. Compliance of Secretarial Standards

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India.

43. Outcome of Board Meetings

Month	Outcome
April	i) Audited Financial Results (Standalone & Consolidated) for the quarter and
2024	financial year ended 31 March 2024. ii) Declaration of Dividend iii) Brownfield expansion of Speciality Carbon Black iv) Re-appointment of Chairman Cum Managing Director & CEO; v) Re-appointment of Whole-time Director; vi) Appointment of Secretarial Auditor vii) Re-appointment of Internal Auditors
July	i) Un-audited Financial Results (Standalone and Consolidated) for the quarter ended 30 June 2024.
2024	ii) Acquisition of 100% equity shares of Himadri Green Technologies Innovation Limited to make it a Wholly Owned Step-down Subsidiary.
October	i) Un-audited Financial Results (Standalone and Consolidated) for the quarter and six-months ended
2024	30 September 2024.

Month	Outcome
January 2025	i) Un-audited Financial Results (Standalone & Consolidated) for the quarter and nine-months ended 31 December 2024 ii) Capex of H 120 Crores for setting up facility to produce High Value - Added Speciality Products iii) Incorporation of a subsidiary in India as a Public Limited Company. iv) Incorporation of foreign Wholly owned subsidiary in the United States of America (USA). v) Re-appointment of Whole-time Director;
March 2025	i) ii)	Conversion of 30,00,000 no. of 0.01% Secured Optionally Convertible Debentures (OCDs) held by the Company into equity shares of Birla Tyres Limited and subsequent acquisition of 9,999 existing equity shares of BTL held by Dalmia Bharat Refractories Limited; Conversion of 1,44,118 no. of 0.01% Unsecured Optionally Convertible Debentures (OCDs) held by the Company, into equity shares of Himadri Birla Tyre Manufacturer Private Limited;

44. General Disclosures

The Directors state that no disclosure or reporting
is required in respect of the following items
as there were no such transactions during the
year under review:

1. Issue of equity shares with differential rights as
to dividend, voting or otherwise.

2. The Company has not resorted to any buy back
of its equity shares during the year under review.

3. Neither the Managing Director nor the Whole¬
time Directors of your Company received any
remuneration or commission during the year,
from any of its subsidiaries.

4. The Company serviced all the debts and financial
commitments as and when they became due, and
no settlements were entered into with the bankers.
Since the details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the Banks or Financial Institutions along
with the reasons thereof - Not Applicable.

45. 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. 09/2024 dated 19
September 2024 and SEBI Circular dated 03 October
2024, the Annual Report of the Company for the
financial year ending 31 March 2025 including therein
the Audited Financial Statements for the financial year
2024-25, will be sent only by email to the Members.

The Board of the Company wishes to place on
record their sincere appreciation of the dedication
and commitment of all employees in continuing
their achievements and excellence in all areas of
the business. The Board thanks the shareholders,
customers, suppliers, bankers, other stakeholders
and various departments of the State Government
and the Central Government for their continuous
support to the Company.

Your Board appreciates and values the contribution
made by every member of the Himadri family.

For and on behalf of the Board

Sd/- Sd/-

Anurag Choudhary Shyam Sundar Choudhary

Chairman cum Managing Director Executive Director

Place: Kolkata & Chief Executive Officer (DIN: 00173732)

Date: 21 April 2025 (DIN: 00173934)

---

Mar 31, 2024

The Board of directors (“the Board”) take pleasure of presenting the Board''s Report as a part of the 36^th Annual Report of your Company (“the Company” or “Himadri”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditor''s Report thereon for the financial year ended 31 March 2024.

1. Financial Highlights

The Company''s financial performance for the financial year ended 31 March 2024 are summarized below:

Amount in Rs. Lakhs
Sl. No.	Particulars	Standalone		Consolidated
		2023-24	2022-23	2023-24	2022-23
I. Revenue from operations		4,18,489.03	4,17,184.13	4,18,489.03	4,17,184.13
II.	Other income	4,255.06	2,797.46	4,251.77	2,797.46
III.	Total income (I II)	4,22,744.09	4,19,981.59	4,22,740.80	4,19,981.59
IV.	Expenses
Cost of materials consumed		3,07,184.52	3,29,728.25	3,06,697.60	3,28,453.74
Changes in inventories of finished goods and work-in-progress		(3,670.28)	(3,013.87)	(3,670.28)	(3,013.87)
Employee benefits expense		10,996.88	9,094.78	11,048.10	9,151.30
Finance costs		6,371.76	6,587.51	6,386.74	6,606.90
	Depreciation and amortisation	4,774.78	4,865.73	4,985.87	5,084.76
	expense
Other expenses		39,772.69	42,537.96	39,907.16	42,673.79
Total expenses (IV)		3,65,430.35	3,89,800.36	3,65,355.19	3,88,956.62
V.	Profit before exceptional items and tax (III-IV)	57,313.74	30,181.23	57,385.61	31,024.97
VI.	Exceptional Items	-	(3,000.00)	-	(3,000.00)
VII.	Profit before tax (V-VI)	57,313.74	27,181.23	57,385.61	28,024.97
VIII.	Tax expenses
Current tax		10,003.48	4,745.61	10,096.88	4,784.30
Deferred tax		6,210.72	1,654.77	6,210.72	1,654.77
	Income tax related to earlier	-	-	9.83	-
	years
IX.	Profit for the year (VII-VIII)	41,099.54	20,780.85	41,068.18	21,585.90

2. Performance Highlights

i) Financial Performance - Standalone

The Company has achieved total revenue from operations of H 4,18,489.03 lakhs for the financial year ended 31 March 2024 as against H 4,17,184.13 lakhs for the financial year ended 31 March 2023 representing an increase of 0.31%. Sales volume increased by 18%, but revenue is almost at same level due to reduction in raw material prices which were reflected in finished product pricing. 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 63,236.24 lakhs as compared to H 40,817.36 lakhs for the previous financial year.

EBITDA for the year increased by 54.92% due to the increase in volume, change in product mix and operational efficiencies. During the financial year 2023-24, the Company earned a profit after tax of H 41,099.54 lakhs as compared to H 20,780.85 lakhs in the previous financial year representing an increase of 97.78%.

ii) Financial Performance - Consolidated

On a consolidated basis, the total revenue from operations in the financial year 2023-24 increased by 0.31% to H 4,18,489.03 lakhs from H 4,17,184.13 lakhs in the previous financial year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was H 63,537.59 lakhs as compared to H 41,899.31 lakhs for the previous financial

year. EBITDA for the year increased by 51.64% due to an increase in volume, change in product mix and operational efficiencies. During the financial year 2023-24, the Company earned a profit after tax of H 41,068.18 lakhs as compared to H 21,585.90 lakhs in the previous financial year representing an increase of 90.25%.

3. Dividend

In terms of Dividend Distribution Policy of the Company, the Board has recommended a dividend of H 0.50 per equity share having face value of H 1 each (i.e. @ 50% per equity share of face value H 1 each) for the financial year ended 31 March 2024 (Dividend for financial year 2022-23 @ H 0.25 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 2024 was H 1,081.95 lakhs (previous year: H 838.68 lakhs).

The Register of Members and Share Transfer Books of the Company will remain closed for ascertainment of shareholders eligible to receive dividend for the financial year ending 31 March 2024 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 has, formulated a Dividend Distribution Policy, which is available on the website of the Company at: https://www.himadri. com/home/corporate governance

Pursuant to the provisions of the 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 the 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 financial year 2023-24, the Company has not transferred any amount to the General Reserve.

5. Subsidiaries

The Company has five Subsidiary Companies:

Indian Subsidiaries	Foreign Subsidiaries
Combe Projects Private Limited - Wholly Owned Subsidiary	AAT Global Limited in Hong Kong - Wholly Owned Subsidiary
Himadri Clean Energy Limited - Wholly Owned Subsidiary	Shandong Dawn Himadri Chemical Industry Limited in
Himadri Future Material Technology Limited (Step down Wholly Owned Subsidiary) in which the Company holds 100% equity through its Wholly Owned Subsidiary Company, Himadri Clean Energy Limited.	China (Step down Subsidiary) in which the Company holds 94% equity through its Wholly Owned Subsidiary Company, AAT Global Limited.

During the financial year 2022-23 and 2023-24, 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/home/corporate governance

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 (hereinafter referred to as ''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 2024, 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 the Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates

During the financial year, Combe Projects Private Limited, Himadri Clean Energy Limited and Himadri Future Material Technology Limited have become subsidiaries of the Company.

Other than the Companies mentioned above, no other 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 financial year ended 31 March 2024, 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 Members of the Company seeking such information.

The financial statements of the subsidiaries are available at the Website of the Company at

www.himadri.com

The Audited Consolidated Financial Statements

along with the Auditor''s 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 had allotted 7,25,50,000 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.

During the financial year 2022-23 the Company has allotted 1,33,00,000 fully paid-up equity shares against conversion of equal no. of warrants exercised by the warrant holder upon receipt of balance 75% of the issue price (i.e., H 52.50 per warrant).

During the financial year 2023-24 the Company has allotted 5,92,50,000 fully paid-up equity shares

against conversion of equal no. of warrants exercised by the warrant holders upon receipt of balance 75% of the issue price (i.e., H 52.50 per warrant).

There are no warrants outstanding as on 31 March 2024.

The details of utilization of funds raised during the financial year 2023-24 against conversion of warrants are given hereunder:

Particulars	Amount in D Lakhs
Funds raised through allotment of 5,92,50,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2023-24	31,106.25
Funds utilized during the year ended 31 March 2024	31,106.25

There is no deviation or variation in the use of proceeds from the allotment of 5,92,50,000 fully paid-up equity shares against conversion of equal number of warrants during financial year 2023-24 from the objects as stated in the Explanatory Statement to the Notice of the EGM dated 14 July 2022.

Further the Board at its meeting held on 20 March 2024 inter-alia has approved the following:

i) Issuance of 1,08,47,000 (One Crore Eight Lakhs Forty-Seven Thousand) Warrants each convertible into, or exchangeable for, 1 (one) fully paid up equity share of the Company, having a face value of H 1/- within a period of 18 months (eighteen months) in accordance with the applicable laws (“Warrants”) at a price of H 316/- (Rupees Three Hundred Sixteen only) each payable in cash (“Warrant Issue Price”), aggregating upto H 3,42,76,52,000 (Rupees Three Hundred Forty-Two Crores Seventy Six Lakhs Fifty Two Thousand Only) to the Promoters and certain other identified persons by way of preferential issue, subject to the approval of the Members and such other regulatory or statutory approvals as may be required.

ii) Issuance of 7,96,446 (Seven Lakhs Ninety-Six Thousand Four Hundred Forty-Six) equity shares of the Company having face value of H 1/-each, at a price of H 316/- (Rupees Three Hundred Sixteen only) per equity share on a preferential basis for consideration other than cash towards payment of H 25,16,76,936 (Rupees Twenty-Five Crores Sixteen Lakhs Seventy Six Thousand

Nine Hundred Thirty Six only) (“Purchase Consideration”), payable by the Company for acquisition of 2,709 (Two Thousand Seven Hundred Nine) equity shares of H 10/-(Rupees Ten only) each, representing 22.29% paid-up equity capital of Invati Creations Private Limited (“Target Company”), subject to the approval of the Members and such other regulatory or statutory approvals as may be required.

8. Share Capital

The paid-up share capital of the Company at the beginning of the financial year was H 4,327.07 lakhs consisting of 4,32,707,198 equity shares of H 1 each.

During the financial year 2023-24, the Company has allotted:

(i) 73,461 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 27 April 2023.

(ii) 62,15,000 equity shares of H 1 each of the Company on 17 June 2023 towards conversion of warrants issued on preferential basis.

(iii) 4,63,000 equity shares of H 1 each of the Company on 22 August 2023 towards conversion of warrants issued on preferential basis.

(iv) 5,63,914 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 22 September 2023.

(v) 6,72,000 equity shares of H 1 each of the Company on 3 November 2023 towards conversion of warrants issued on preferential basis.

(vi) 3,80,50,000 equity shares of H 1 each

of the Company on 19 January 2024 towards conversion of warrants issued on preferential basis.

(vii) 1,38,50,000 equity shares of H 1 each

of the Company on 2 February 2024 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 4,925.94 lakhs consisting of 49,25,94,573 equity shares of H 1 each.

9. 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 Hongkong and Shanghai Banking Corporation Limited and Yes Bank Limited. The Company has been regular in servicing these debts.

10. Credit Rating

The Company has obtained Credit Rating of its various credit facilities and instruments from ICRA Limited. During the year the Company has also obtained rating on the Commercial paper Programme from India Ratings and Research Private Limited (Ind-Ra). The details about the ratings assigned by the above-mentioned agencies are clearly elaborated in the Corporate Governance report forming part of the Board''s Report.

11. Capital Expenditure

During the financial year 2023-24, the Company incurred capital expenditure on account of addition to fixed assets aggregating to H 5,274.77 lakhs (including capital work in-progress and capital advances).

During the financial year 2023-24, the Board has approved setting up of the Manufacturing facility for the production of Lithium-ion Battery (LiB) components with total annual production capacity of 2,00,000 MTPA with an estimated project cost of H 4,800 Crores in phases over a period of 5 to 6 years.

The Board at its meeting held on 25 April 2024 has approved brownfield expansion of a new speciality carbon black line of 70,000 MTPA (increasing the total speciality carbon black capacity to 1,30,000 MTPA) at an estimated capex of H 220 crores.

12. Directors and Key Managerial Personnel

• Changes in Board Composition and Key Managerial Personnel

During the financial year 2023-24, Mr. Santosh Kumar Agrawala (DIN: 00364962) Independent Director has resigned from the Directorship of the Company with effect from 07 August 2023. Mr. Agrawala informed the Board that his resignation was purely on account of personal reasons. He has also confirmed that there were no other material reasons attributable / connected with the Company for his resignation. The Board places on record its deep appreciation for the contributions of Mr. Agrawala during his tenure as Independent Director of the Company.

Further, Mr. Sakti Kumar Banerjee (DIN: 00631772) has ceased to be an Independent

Director of the Company upon completion of his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on 31 March 2024. The Board places on record its deep appreciation for the contributions of Mr. Banerjee during his tenure as Independent Director of the Company.

During the financial year 2023-24, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There were no change in Key Managerial Personnel of your Company during the financial year 2023-24.

• Director retiring by rotation:

Pursuant to the provisions of the Act, the Members of the Company at the 35^th AGM held on 22 June 2023, re-appointed Mr. Anurag Choudhary (DIN: 00173934) Chairman Cum Managing Director & CEO of the Company, who was liable to retire by rotation.

In accordance with the provisions of the Act, Mr. Amit Choudhary (DIN: 00152358), Executive Director retires from the Board by rotation and being eligible and offers himself for reappointment. The Board recommends the said re-appointment at the 36^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 18 April 2024 received from Mr. 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.

During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

13. Meetings of the Board

The Board met 7 (Seven) times during the financial

year 2023-24. 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.

14. Declaration from Independent Directors

During the financial year 2023-24, 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.

15. 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.

16. 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 2024:

a. In the preparation of the annual accounts for the year ended 31 March 2024, 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

17. 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-policy-10.02.2023.pdf.

18. 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.

During the financial year 2023-24 the Company has made investment in Sicona Battery Technologies Pty Ltd (“Sicona”). Sicona is an innovative Australian startup specializing in high-capacity silicon anode technology for lithium-ion batteries. Sicona has developed next-generation battery materials technology used in the anodes (negative electrodes) of lithium-ion (“Li-ion”) batteries that enable electric mobility and storage of renewable energy.

Further the Company as a Strategic Partner with Resolution Applicant - Dalmia Bharat Refractories Limited (DBRL) participated in the corporate insolvency resolution process of Birla Tyres Limited. The Hon''ble National Company Law Tribunal, Kolkata

Bench (“NCLT”), vide its order dated 19 October 2023 has approved the resolution plan submitted jointly by the Company and DBRL for acquisition of Birla Tyres Limited under the corporate insolvency resolution process (“CIRP”) in terms of the Insolvency and Bankruptcy Code, 2016 (“IBC”).

The Company has given a Corporate Guarantee to its Wholly Owned Subsidiary AAT Global Limited for its business purpose.

The Company has also given loans to its Wholly Owned Subsidiaries Combe Projects Private Limited and Himadri Clean Energy Limited for business purpose.

The details of loans granted, guarantee given, 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.

Further, subject to the approval of the Members and such other regulatory or statutory approvals as may be required, the Board at its meeting held on 20 March 2024 has inter-aliaapproved acquisition of 40% paid-up equity share capital of Invati Creations Private Limited (“Target Company”), for a total purchase consideration of H 45,16,12,800 (Rupees Forty-Five Crores Sixteen Lakhs Twelve Thousand Eight Hundred Only (“Purchase Consideration”) which is to be discharged in the following manner -

(i) H 19,99,35,864 (Rupees Nineteen Crores Ninety-Nine Lakhs Thirty-Five Thousand Eight Hundred Sixty-Four Only) will be paid in cash against issue of fresh 2,152 (Two Thousand One Hundred Fifty-Two) equity shares of H 10/-(Rupees Ten only), constituting 17.71% stake, of the Target Company; and

(ii) H 25,16,76,936 (Rupees Twenty-Five Crores Sixteen Lakhs Seventy-Six Thousand Nine Hundred Thirty-Six only) payable for acquiring 2,709 (Two Thousand Seven Hundred Nine) equity shares of H 10/-(Rupees Ten only) each, constituting 22.29% stake, of the Target Company from the existing shareholders of the Target Company for consideration other than cash to be settled by way of issue and allotment of 7,96,446 (Seven Lakhs Ninety Six Thousand Four Hundred Forty Six) equity shares of the Company having face value of H 1/-(Rupee One Only) each, at a price of H 316/- (Rupees Three Hundred Sixteen only) per equity share (including a premium of H 315/- (Rupees Three Hundred Fifteen only) per equity share to the existing shareholders of the Target Company.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31 March 2024 is available on the website of the Company at the link https://www.himadri.com/home/ uploads/shareholder_info/sholder_meeting_agm_ doc/1716200611_Annual_Return_in_Form_MGT_7_ for_the_FY_2023-24.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.

20. 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. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any Members interested in obtaining such details may write to the corporate secretarial department of the Company.

21. 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.

22. 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 2024 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 the link https://www. himadri.com/home/shareholder_information

23. 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.

The Report given by M/s Singhi & Co, Chartered Accountants on the financial statements of the Company for the financial year 2023-24 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, M/s Arun Kumar Maitra & Co, Practising Company Secretaries (ICSI Unique Code P2015WB086500), were appointed as Secretarial Auditors to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2024 is annexed to this Report as Annexure IV and forms part of this Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Reports.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2023-24 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March 2024 has been submitted

to the Stock Exchanges and the said report may be accessed on the Company''s website at the link https://www.himadri.com/home/stock exchange compliance

(iii) Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company submitted the Cost Audit Report for the year 2022-23 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. Sambhu Banerjee, Cost Accountants, to conduct an audit of the cost records of the Company for the financial year 2023-24.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board at its meeting held on 25 April 2024, upon the recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2024-25. The Company has received the necessary consent from Mr. Sambhu Banerjee to act as the Cost Auditor of the Company for the financial year 2024-25 along with the certificate confirming that his appointment would be within the applicable limits.

Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2024-25 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking approval of Members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

24. Maintenance of Cost Records

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

25. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical

behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at https://www.himadri.com/ home/corporate governance

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year ended 31 March 2024, as required 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 V.

27. 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 2023-24 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.

28. Related Party Transactions

Your Company has Policy on materiality of related party transactions and on dealing with related party transactions policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy.

The Audit Committee approves the related party transactions and wherever it is not possible to

estimate the value, approves limit for the financial year, based on best estimates.

The related party transactions that were entered into by the Company during the financial year 2023-24, were on an arm''s length basis. Further, no material related party transactions were entered into by the Company during the financial year 2023-24. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure VI forming part of this Report.

The details of the transaction with related parties during financial year 2023-24 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/home/ corporate governance

29. Corporate Social Responsibility (CSR)

Your Company believes that it has a responsibility to bring enduring positive value to the communities it works with. In line with Company''s core theme to keep India moving, it has and will continue to build enduring and engaging relationships with key stakeholders.

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/home/corporate governance

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 2023-24, the Company was required to spend H 316.39 lakhs, the minimum a mount to be spent on CSR activity. The Company has spent H 562.03 lakhs during the financial year 2023-24. There was no amount unspent for the year ended 31 March 2024. The Company has spent an excess amount H 245.64 lakhs in CSR which is eligible for set off in three succeeding financial years.

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 VII forming part of this Report.

30. 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 executive 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.

The evaluation process focused on various aspects of the Board and Committees'' functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations and governance issues. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and exercise of independent judgement.

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 2023-24, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

31. Public Deposit

During the financial year 2023-24, 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.

32. 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 2024.

33. Transfer of Unclaimed Dividend and Unclaimed Shares to Investor Education & Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF” or “Fund”) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2023-24, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of H 3,16,140.00 to the IEPF, the amount of dividend which was unclaimed/

unpaid for a period of seven years declared for the financial year 2015-16.

During the financial year 2023-24, the Company has transferred 2,48,787 shares in respect of which dividend has not been paid or claimed for seven consecutive years or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form- IEPF-5 online with MCA portal.

The dividend declared for the financial year ended 31 March 2017 and which is remain unpaid/ unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the period of seven years. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF.

Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provision of Section 124 of the Act.

34. 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 VIII forming part of this Report.

35. 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.

36. Business Responsibility and Sustainability Reporting (BRSR)

The Business Responsibility and Sustainability Reporting (BRSR) of the Company for the financial year ended 31 March 2024 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith and marked as Annexure IX forming part of this Report and the same is also available on the Company''s website at www.himadri.com.

37. Listing on Stock Exchanges

There were 49,25,94,573 equity shares of the Company as on 31 March 2024. However, out of 49,25,94,573 equity shares of the Company, 47,87,44,573 equity shares were listed with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The difference in the issued and listed capital is because of 1,38,50,000 number of equity shares which were allotted on 2 February 2024 and subsequently listed on 1 April 2024.

The Company has paid the annual listing fees to these stock exchanges.

38. Dematerialisation of Shares

There were 49,25,94,573 equity shares of the Company as on 31 March 2024, out of the 49,25,94,573 equity shares of the Company 49,04,00,411 shares were held in electronic form representing 99.55% to the total paid up share capital, whereas balance of 21,94,162 shares were held in physical form representing 0.45% to the total paid up share capital of the Company. 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).

39. 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 36^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.

40. Prevention of Sexual Harassment at Workplace

Your Company firmly believes in providing a safe, supportive, and friendly workplace environment -a workplace where its values come to life through supporting behaviors. A positive workplace

environment and great employee experience are integral parts of its culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling at the Workplace Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. There are regular sessions offered to all employees to increase awareness of the topic and the Committee and other senior members have undergone training sessions.

During the financial year 2023-24, 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.

During the financial year 2023-24, initiatives were taken to demonstrate the Company''s zero tolerance philosophy against discrimination and sexual harassment, which included easy to understand training and communication material which was made easily accessible. The Company has also conducted online training for the employees to cover various aspects of this matter.

41. Compliance of Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

42. 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. 09/2023 dated 25 September 2023 and SEBI Circular dated 07 October 2023, the Annual Report of the Company for the financial year ended 31 March 2024 including therein the Audited Financial Statements for the financial year 2023-24, will be sent only by email to the Members.

The Board of the Company wish to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business. The Board thanks the shareholders, customers, suppliers, bankers, other stakeholders and various departments of the State Government and the Central Government for their continuous support to the Company.

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

---

Mar 31, 2023

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:

Amount in J Lakhs
Sl. . . Particulars No.	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
I. Revenue from operations	417,184.13	279,131.40	417,184.13	279,131.77
II. Other income	2,797.46	721.60	2,797.46	722.16
III. Total income (I II)	419,981.59	279,853.00	419,981.59	279,853.93
IV. Expenses
Cost of materials consumed	329,728.25	239,179.74	328,453.74	238,453.82
Changes in inventories of finished goods and work-in-progress	(3,013.87)	(14,177.78)	(3,013.87)	(13,967.65)
Employee benefits expense	9,094.78	8,015.65	9,151.30	8,076.66
Finance costs	6,587.51	3,504.05	6,606.90	3,561.86
Depreciation and amortisation expense	4,865.73	4,663.40	5,084.76	4,954.76
Other expenses	42,537.96	30,721.42	42,673.79	30,962.89
Total expenses (IV)	389,800.36	271,906.48	388,956.62	272,042.34
V. Profit before exceptional items and tax (III-IV)	30,181.23	7,946.52	31,024.97	7,811.59
VI. Exceptional Items	(3,000.00)	-	(3,000.00)	(2,465.06)
VII. Profit before tax (V-VI)	27,181.23	7,946.52	28,024.97	5,346.53
VIII. Tax expenses
Current tax	4,745.61	1,388.57	4,784.30	1,389.29
Deferred tax	1,654.77	51.76	1,654.77	51.76
IX. Profit for the year (VII-VIII)	20,780.85	6,506.19	21,585.90	3,905.48

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.

The details of utilization of funds are given hereunder:
Particulars	Amount in J Lakhs
Funds raised through allotment of 72,550,000 warrants on 22 August 2022 (A)	12,696.25
Funds raised through allotment of 13,300,000 fully paid-up equity shares against conversion of equal number of warrants on 17 February 2023 (B)	6,982.50
Total Funds raised and available for utilization till 31 March 2023 (A B)	19,678.75
Funds utilized during the year ended 31 March 2023	19,678.75

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.

Sambhu Banerjee, Cost Accountants, to conduct an audit of the cost records of the Company for the financial year 2022-23.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 28 April 2023, upon the recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2023-24. The Company has received the necessary consent from Mr. Sambhu Banerjee to act as the Cost Auditor of the Company for the financial year 2023-24 along with the certificate confirming that his appointment would be within the applicable limits.

Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2023-24 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking approval of members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

25. Maintenance of Cost Records

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

26. Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Vigil Mechanism/ Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances/ concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company''s website at https://www.himadri.com/pdf/vigil-mechanism-whislteblower-policv-10.02.2023.pdf.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year ended 31 March 2023, as required

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.

---

Mar 31, 2022

Your Board of directors has the pleasure of presenting it''s report as a part of the 34^th Annual Report of your Company (“the Company” or “HSCL”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors'' Report thereon for the financial year ended 31 March 2022.

1. Financial Highlights

The financial results of the Company for the financial year ended 31 March 2022 are summarised below:

Amount in '' Lakhs
Sl.		Standalone		Consolidated
No.	Particulars	2021-22	2020-21	2021-22	2020-21
I.	Revenue from operations	279,131.40	167,945.80	279,131.77	167,945.80
II.	Other income	721.60	1,382.59	722.16	1,404.66
III.	Total income (I II)	279,853.00	169,328.39	279,853.93	169,350.46
IV.	Expenses
	Cost of materials consumed	239,179.74	115,646.45	238,453.82	108,208.81
	Changes in inventories of finished goods and work-in-progress	(14,177.78)	8,362.45	(13,967.65)	15,182.91
	Employee benefits expense	8,015.65	7,551.05	8,076.66	7,611.14
	Finance costs	3,504.05	3,321.17	3,561.86	3,343.43
	Depreciation and amortisation expense	4,663.40	4,421.95	4,954.76	4,697.42
	Other expenses	30,721.42	23,628.64	30,962.89	23,850.62
	Total expenses (IV)	271,906.48	162,931.71	272,042.34	162,894.33
V.	Profit before exceptional items and tax (III-IV)	7,946.52	6,396.68	7,811.59	6,456.13
VI.	Exceptional Items	-	-	(2,465.06)	-
VII.	Profit before tax (V-VI)	7,946.52	6,396.68	5,346.53	6,456.13
VIII.	Tax expenses
	Current tax	1,388.57	1,184.06	1,389.29	1,184.06
	Deferred tax	51.76	545.45	51.76	545.45
IX.	Profit for the year (VM-VIM)	6,506.19	4,667.17	3,905.48	4,726.62

2. Performance Highlights

i) Financial Performance - Standalone

The Company achieved total Revenue from Operations of '' 279,131.40 lakhs for the year ended 31 March 2022 as against '' 167,945.80 lakhs for the year ended 31 March 2021 representing an increase of 66.2% because of increase in volume and average realisation. The earnings before interest, taxes, depreciation, and amortisation (''EBITDA'') for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was '' 16,159.31 lakhs as compared to '' 12,75721 lakhs for the previous year. EBITDA for the year increased by 26.7% due to increase in average realisation, capacity utilisation and

operational efficiencies. During the financial year 2021-22, the Company earned a profit after tax of '' 6,506.19 lakhs as compared to '' 4,66717 lakhs in the previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in the financial year 202122 increased by 66.2% to '' 279,131.77 lakhs from '' 167,945.80 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was '' 16,28713 lakhs as compared to '' 13,092.32 lakhs for the previous year. EBITDA for the year increased by 24.4% due to increase in average realisation, capacity utilisation and

operational efficiencies. During the financial year 2021-22, the Company earned a profit after tax of '' 3,905.48 lakhs as compared to '' 4,726.62 lakhs in the previous year.

3. Dividend

In terms of Dividend Distribution Policy of the Company, the Board of Directors of the Company (''the Board'') has recommended a dividend of '' 0.20 per equity share having face value of '' 1/- each (i.e. @20%) per Equity Share on 419,339,650 equity shares of face value '' 1/-each for the financial year ended 31 March 2022 (Dividend for financial year 2020-21 @ '' 0.15/-per equity share on 418,965,278 equity shares of '' 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 2022 was '' 628.45 lakhs (previous year: '' 628.21 lakhs). The Dividend Distribution Policy has been available on the website of the Company at www.himadri.com at the link. https://www. himadri.com/pdf/corporate_governance/ dividend_distribution_policy.pdf Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders w.e.f. 1 April 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of 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 Finance Act, 2020 and amendments thereof.

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 2022 and the AGM. Book closure date has been indicated in the notice convening AGM.

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 Limited (“SDHCIL”) in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited. During the financial year 2020-21 and 2021-22, AAT Global Limited was material subsidiary pursuant to Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“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/corporate_ governance/policy_for_determining_material_ subsidiary.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 2022, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company 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 associates of the Company during this financial year.

6. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31 March 2022, 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. Windmills

During the financial year 2021-22, the windmills at Dhule in Maharashtra generated 26,14,719 kwh units of wind energy as compared to 9,15,579 kwh units in the previous year. The revenue generated by the windmills for the year remained at '' 65.89 lakhs as compared to '' 23.07 lakhs in previous year. The revenue increased due to more unit generation.

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

9. Credit Rating

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

10. Capital Expenditure

During the financial year 2021-22, the Company incurred capital expenditure on account of addition to fixed assets aggregating to '' 2,316.01 lakhs (including capital work in-progress and capital advances).

11. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152(6) of the Act, the members of the Company at the 33^rd Annual General Meeting (AGM) held on 29 September, 2021, re-appointed Mr Anurag Choudhary (DIN: 00173934) and Mr. Amit Choudhary (DIN: 00152358) who were liable to retire by rotation.

Further, Mr Santosh Kumar Agrawala (DIN: 00364962) has been re-appointed as Independent Director of the Company for the second term of five consecutive years w.e.f 14.11.2021 by means of passing Special Resolution of the members at the 33^rd AGM of the Company. During the year under review, the Board of Directors of the Company (based on the recommendation of the Nomination & Remuneration Committee) had appointed Mr. Girish Paman Vanvari (DIN: 07376482) and Mr. Gopal Ajay Malpani (DIN: 02043728) as Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. 22 June 2021 and 13 August 2021 respectively. The said appointments were approved by the Shareholders of the Company with overwhelming majority at the 33^rd AGM of the Company.

• Changes in Board Composition

During the financial year 2021-22, Mr Hanuman Mal Choraria (DIN: 00018375), Independent Director, had demised on 26 April 2021. Your Board of directors'' places on record its sincere appreciation for the services rendered by him.

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 informed 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. Hardip Singh Mann and Ms. Sucharita Basu De during their tenure as Independent Directors of the Company. Further on 8 July 2022, it was informed to the Board of Directors that the Promoters of the Company have inter-se entered into a Family Settlement Agreement (“FSA”) which has been entered into between the SSC Family and BLC Family.

• SSC Family comprises of Mr Shyam Sundar Choudhary, Mr Anurag Choudhary and Mr Amit Choudhary

• BLC Family comprises of Mr. Bankey Lal Choudhary, Mr Vijay Kumar Choudhary and Mr. Tushar Choudhary

By virtue of the FSA, BLC Family have:

i. ceased to hold any right in the management and/or control in the Company;

ii. also submitted request / application under Regulation 31A of SEBI Listing Regulations to re-classify themselves from promoter and promoter group to public category; and

Pursuant to the realignment, the SSC Family, led by Mr Anurag Choudhary, the Managing Director and CEO of the Company will continue to hold the sole rights of management and control in the Company.

• Director retiring by rotation

Mr Shyam Sundar Choudhary (DIN: 00173732), Executive Director retires from the Board by rotation and being eligible and offers himself for re-appointment. The Board of Directors recommends the said reappointment. Resume and other information regarding aforementioned Director seeking re-appointment as required under Regulation 36 of the Listing Regulations and SS-2 on General Meetings shall be given 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 20 July 2022 received from Mehta & Mehta, firm of Practising Company Secretaries, 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.

During the financial year 2021-22, the constitution of the Board complies with the requirements of the Act and the SEBI Listing Regulations.

Further, the brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 (“SS-2”), are provided in the Notice of Annual General Meeting forming part of the Annual Report.

Mr Santanu Chatterjee, Senior Vice President, HR, and Administration and designated as Key Managerial Personnel

(KMP) of the Company, demised on 20 May 2021. Your Board of Directors'' places on record their sincere appreciation for the services rendered by Mr. Chatterjee. Mr Kunal Mukherjee, Assistant Vice President; HR has been designated as Key Managerial Personnel (KMP) of the Company w.e.f. 13 August 2021. Except as stated above in this Para, there were no other changes in Key Managerial Personnel of your Company during the financial year 2021-22.

Details pertaining to the remuneration of KMPs employed during the year have been provided in the Annual Return.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors 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 Board of Directors 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 also considered the leadership qualities, industrial achievements, skill set, career trajectory of Mr. Anurag Choudhary and also his incomparable know how of the Indian Chemical Industry and his recognition of the same in the Industry.

During the year under review none of the Directors of the Company are disqualified as per the applicable provisions of the Act.

12. Meetings of the Board

The Board met 10 (Ten) times during the financial year 2021-22. 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.

MCA vide its circular dated 03 May 2021 extended the maximum stipulated time gap of 120 days to 180 days between two board meetings, held for first two quarters of FY 2021-22, i.e. till 30 September 2021, owing to the Covid-19 pandemic.

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

13. Declaration from Independent Directors

During the financial year 2021-22, 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.

14. 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 affect the financial position of the Company.

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

15. Directors’ Responsibility Statement

Based on internal financial controls, work performed by the Internal Auditors, Statutory Cost 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 2022:

a. In the preparation of the annual accounts for the year ended 31 March 2022, 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.

16. 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.himad ri.com/pdf/corporate_ governance/nomination_remuneration_policy_ june2018.pdf

17. Loans, Investments and Guarantee

The Company has not given any loans, guarantees or securities during the year that would attract provisions of Section 185 of

the Act. The Company has complied with the provisions of Section 186 of the Act with respect to investments made and loans given. The Company has not provided any guarantees or security under the provisions of Section 186 of the Act. The details of loans granted, guarantees given, 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.

18. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2022 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-2021%E2%80%932022.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 in the website of the Company.

19. 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 aforementioned 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.

20. Risk Management (Risk Assessment and Minimisation Procedure)

The Company has a Policy on Risk Management

(Risk Assessment and Minimisation 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 minimise 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.

21. Employee Stock Option Plan (ESOP)

Your Company has adopted the Himadri Employee Stock Option Plan (“ESOP 2016”) for granting of options to eligible employees of your Company as approved by the Members of your Company at the 28^th Annual General Meeting held on 24 September 2016. The applicable disclosures as required under the SEBI Guidelines as amended and the details of stock options as at 31 March 2022 under the ESOP 2016 are set out in the report as Annexure III and the same forms part of this Report.

22. Auditors and Auditors’ Report • Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) the Statutory Auditors of the Company were re-appointed at the 29^th AGM held on 22 September 2017 for second term of five years from the conclusion of the 29^th AGM till the conclusion of the 34^th AGM to be held for the financial year 2021-22.

The Report given by M/s B S R & Co. LLP, Chartered Accountants on the financial statements of the Company for the financial year 2021-22 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 Companies Act, 2013.

• Secretarial Auditor

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 (C.P. No.: 14490), to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2022 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 2021-22 pursuant to regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March 2022 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/stock_exchange_compliance/ secretarial_compliance_report2022.pdf

• Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company had submitted the Cost Audit Report for the year 2020-21 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 had re-appointed Mr. Sambhu Banerjee, Cost Accountants, to conduct audit of the cost records of the Company for the financial year 2021-22.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 21 July 2022, upon the recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost Auditor of the Company to conduct the audit of the cost records of

the Company for the financial year 2022

23. The Company has received necessary consent from Mr. Sambhu Banerjee to act as the Cost Auditor of the Company for the financial year 2022-23 along with the certificate confirming that his appointment would be within the applicable limits. Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2022-23 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking approval of members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

23. Maintenance of Cost records

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance of Section 148 of the Act.

24. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at https:// www.himadri.com/pdf/corporate governance/ vigil mechanism himadri amended wef18-03-2020.pdf

25. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy,

technology absorption, foreign exchange

earnings and outgo for the financial year ended 31 March 2022, as required 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 V.

26. 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 2021-22 was carried out by M/s S. Jaykishan, 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 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.

27. Related Party Transactions

The related party transactions that were entered into by the Company during the financial year 2021-22, were on arm''s length basis. Further, no material related party transactions were entered into by the Company during the financial year 2021-22. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure VI forming part of this report.

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

The policy 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.

28. 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_governance/ csr-policy-himadri-30-03-2021.pdf During the financial year 2021-22, the Company was required to spend '' 386.82 lakhs, the minimum amount to be spend on CSR activity. The Company has spent '' 55.61 lakhs during the financial year 2021-22. Accordingly, the unspent amount for financial year 2021-22 is '' 331.21 lakhs. The Company has transferred the unspent amount of '' 331.21 lakhs to the “Himadri Speciality Chemical Limited Unspent CSR Account 2022” for the financial year ended 31 March 2022, pursuant to Section 135(6) of the Act.

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 chosen couple of CSR projects such as rural development project for constructing pukka houses in place of kuccha 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. Further during the financial year 2021-22 the Company has also chosen 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. Setting up the aforesaid projects requires the substantial amount of involvement of the time and efforts for planning and its execution.

For this reason, during the financial year, the Company''s spending on the CSR activities has been less than the limits prescribed under the Act.

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 the society in its true sense and the shortfall will be added to the CSR expenditure for the current financial year.

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 VII forming part of this Report.

29. Annual Evaluation of the performance

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 2021-22 all the members of the Board and its Committees met the criteria of performance

evaluation as set out by the Nomination and Remuneration Committee.

30. Public Deposit

During the financial year 2021-22, 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.

31. 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 2022.

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

During the financial year 2021-22, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of '' 508,301/- to the IEPF, the amount of dividend which was unclaimed/ unpaid for a period of seven years, declared for the financial year 2013-14. The Company regularly sends reminder letters to the Shareholders from time to time for claiming their unpaid dividend.

33. Transfer of Unclaimed Shares to IEPF

During the financial year 2021-22, pursuant to the provisions of Section 124(6) of the Act, the Company has transferred 233,363 unclaimed shares of 172 shareholders in respect of which dividend has not been paid or claimed for seven consecutive years or more, to the credit of IEPF

Authority as prescribed in Section 125 of the Act.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website 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.

34. 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 Practising Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this Report.

35. 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.

36. Business Responsibility Report (BRR)

The Business Responsibility Report (BRR) of the Company for the financial year ended 31 March 2022 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith and marked as Annexure IX forming part of this Report and the same is also available at Company''s website at www.himadri. com

37. Listing on Stock Exchanges

The Company''s 419,339,650 equity shares of '' 1/- each are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the listing fee to these stock exchanges, up to date.

38. Dematerialisation of Shares

There were 415,965,296 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2022, representing 99.28% of the total paid-up share capital of the Company consisting of 418,965,278 equity shares of '' 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).

The Nomination and Remuneration Committee of the Company at its meeting held on 21 April 2022 has allotted 374,372 equity shares of '' 1/-each of the Company to the eligible employees on exercise of options pursuant to “Himadri Employee Stock Option Plan 2016”, at a price of '' 19/- per share. The Shares were allotted in dematerialised form. Consequently, the issued and paid up capital of the Company stands increased to '' 419,339,650/- consisting of 419,339,650 per equity shares of '' 1/- each.

39. 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 34^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 Limited (“NSDL”). The detailed process and guidelines for e-voting has been provided in the notice convening the meeting.

40. 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 2021-22, 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.

41. 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.

42. Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report along with Certificate on Corporate Governance and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached herewith, and the same forms part of this Report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

43. 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 Circulars and SEBI Circulars, in view of the prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the AGM and the Annual Report of the Company for the financial year ended 31 March 2022 including therein the Audited Financial Statements for the financial year 2021-2022, the afore-mentioned documents 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.

The Directors regret the loss of lives due to COVID-19 pandemic, are deeply grateful, and have immense respect for every person who risked their life and safety to fight this pandemic. Your directors appreciate and value the contribution made by every member of Himadri family.

---

Mar 31, 2018

BOARD’S REPORT

Dear Shareholders,

The Directors are pleased to present the 30^th Annual Report of your Company, together with the Audited Financial Statements and the Auditors'' Report thereon for the financial year ended 31 March 2018.

1. FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31 March 2018 are summarized below:

Amount in Rs, Lakhs

Sl. No.	Particulars	Standalone		Consolidated
		2017-18	2016-17	2017-18	2016-17
I.	Revenue from operations	202,152.30	147,125.42	207,184.68	149,008.82
II.	Other income	776.73	789.87	1,225.95	583.70
III.	Total income (I II)	202,929.03	147,915.29	208,410.63	149,592.52
IV.	Expenses
	Cost of materials consumed	133,249.40	88,052.80	137,370.32	87,458.98
	Changes in inventories of finished goods and work-in-progress	(771.63)	645.87	(845.30)	703.09
	Excise duty	5,034.56	14,708.21	5,034.56	14,708.21
	Employee benefits expense	4,663.10	3,585.39	4,839.16	3,730.54
	Finance costs	7,042.98	8,047.45	7,044.87	8,157.74
	Depreciation and Amortization expense	3,141.42	3,097.36	3,323.24	3,278.14
	Other expenses	14,976.70	17,438.08	15,546.86	19,089.24
	Total expenses (IV)	167,336.53	135,575.16	172,313.71	137,125.94
V.	Profit before tax (III-IV)	35,592.50	12,340.13	36,096.92	12,466.58
VI.	Tax expenses
	Current tax	7,609.88	2,644.45	7,612.00	2,644.45
	Deferred tax	3,725.16	1,578.31	3,725.16	1,578.31
VII.	Profit for the year (V-VI)	24,257.46	8,117.37	24,759.76	8,243.82

2. performance highlights

i) Financial Performance - Standalone

The Company achieved total Revenue from Operations of Rs, 202,152.30 lakhs for the year ended 31 March 2018 as against Rs, 147,125.42 lakhs for the year ended 31 March 2017 represented an increase of 37.40% on account of increased volume, improved product mix and better realizations. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was Rs, 45,000.17 lakhs as compared to Rs, 24,697.96 lakhs for the previous year EBITDA for the year is increased by 82.20% due to increased contribution, higher utilization of capacities and operational efficiencies. During the financial year 2017 18, the Company earned a profit after tax of Rs, 24,257.46 lakhs as compared to Rs, 8,117.37 lakhs in the previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in the financial year 2017-18 increased by 39.04% to Rs, 207,184.68 lakhs from Rs, 149,008.82 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was Rs, 45,239.08 lakhs as compared to Rs, 26,131.09 lakhs for the previous year. EBITDA for the year is increased by 73.12% due to increased contribution, higher utilization of capacities and operational efficiencies. During the financial year 2017-18, the Company earned a profit after tax of Rs, 24,759.76 lakhs as compared to Rs, 8,243.82 lakhs in the previous year

3. REDEMPTION OF DEBENTURE

The Company, on 28 June 2010, had issued

1,000 9.60% Redeemable Non-Convertible Debentures of face value of Rs, 1,000,000 each aggregating Rs, 10,000 lakhs to be redeemed at par at the end of 10 years from the date of allotment on private placement basis to ICICI Bank Limited. These debentures, as per terms of the issue, are redeemable at par on or after 7 years from the date of allotment, at the option of the either party. During the current year, the debenture holder has exercised its put option of redemption and accordingly these Non Convertible Debentures have been fully repaid on 28 June 2017.

4. DEBENTURE REDEMPTION RESERVE (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of Rs,428.56 lakhs (previous year: Rs, 678.56 lakhs) to the credit of Debenture Redemption Reserve out of its current profits for the purpose of redemption of Non-Convertible Debentures issued by the Company.

5. DIVIDEND

The Board is pleased to recommend a Dividend of 10% (Rs, 0.10 per share) on 418,407,867 equity shares of Rs, 1/- each for the financial year 2017-18 out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting of your Company. The Dividend payout (including corporate dividend tax) will be Rs, 504.41 lakhs (previous year: Rs, 503.59 lakhs).

6. SUBSIDIARIES

The Company has an unlisted non-material wholly owned Indian subsidiary Company, Equal Commodeal Private Limited (''ECPL''). The Company also has two step down subsidiary Companies 1) AAT Global Limited in Hong Kong in which the Company holds 100% equity through its wholly owned Indian Subsidiary, 2) Shandong Dawn Himadri Chemical Industry Limited (“SDHCIL”) in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited.

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report and hence not repeated here for the sake of brevity.

During the financial year 2017-18, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company

7. CONSOLIDATED FINANCIAL STATEMENTS

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 instruction for preparation of consolidated financial statements given in Schedule III of the Companies Act, 2013 and in compliance with the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

8. WINDMILLS

During the financial year 2017-18, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 3,139,620 kwh units of wind energy as compared to 3,646,615 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs, 160.24 lakhs as compared to Rs, 180.74 lakhs in previous year

9. WORKING CAPITAL

The Company continued to enjoy working capital facilities under multiple banking arrangements including State Bank of India, Central Bank of India, ICICI Bank,Citibank N.A., Axis Bank Ltd, Yes Bank Ltd, IndusInd Bank Ltd, Union Bank of India, IDBI Bank Ltd, Bank of Baroda, Standard Chartered Bank, IDFC Bank, HDFC Bank, HSBC Bank, Kotak Mahindra Bank and RBL Bank Ltd. The Company has been regular in servicing these debts.

10. REVISION OF CREDIT RATING

The Credit Analysis & Research Ltd (CARE) has revised the rating assigned to the Company''s various credit facilities and debt instruments during the financial year 2017-18 and those are as follows:

Facilities Rating

Long-term Bank Facilities	CARE A ; Stable (Single A Plus; Outlook Stable)
Short-term Bank Facilities	CARE A1 (A One Plus)
Non-Convertible Debentures	CARE A ; Stable (Single A Plus; Outlook Stable)
Commercial Paper	CARE A1 (A One Plus)

11. CAPITAL EXPENDITURE

During the financial year 2017-18, the Company incurred capital expenditure on account of addition to fixed assets aggregating to Rs, 5,205.17 lakhs (including Capital work-in-progress and capital advances).

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Shyam Sundar Choudhary (DIN: 00173732), the Executive Director of the Company will retire from the office by rotation, and being eligible, offer himself for re-appointment.

During the financial year, Mr. Santosh Kumar Agrawala (DIN: 00364962) and Mr. Suryakant Balkrishna Mainak (DIN: 02531129) have been appointed as Independent Directors by means of passing Special resolutions at the last Annual General Meeting of the Company.

During the financial year, Mr Vijay Kumar Choudhary (DIN: 00173858) has been reappointed as Whole-time Director by means of passing a Special resolution at the last Annual General Meeting of the Company.

The Board met 5 (Five) times during the financial year 2017-18 with the maximum time gap not exceeding 120 days in between two consecutive meetings.

The constitution of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.

The brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them are given separately in the attached Corporate Governance Report in terms of Section 134(3)

(b) of the Companies Act, 2013.

During the financial year 2017-18, there was no change in the Key Managerial Personnel of your Company. However, the Board of Directors at its meeting held on 29 May 2018 has expanded the list of Key Managerial Personnel by designating certain senior managerial personnel as KMP.

13. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given necessary declaration of their independence to the Board as stipulated in Section 149(6) of the Companies Act, 2013 as required in terms of Section 134(3)(d) of the Companies Act, 2013.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2018, the applicable accounting standards have 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 have prepared the annual accounts on a going-concern basis;

e. The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

16. NOMINATION & REMUNERATION POLICY

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations, has a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and Senior Management which inter-alia provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said policy was mended from time to time and annexed herewith and marked as Annexure I forming part of this report.

17. LOANS, INVESTMENTS AND GUARANTEE

During the financial year 2017-18, the Company has not given any loans, made investments or provided any guarantee except a loan given of Rs, 2,421.41 lakhs to one of its wholly owned subsidiary Company, Equal Commodeal Private Limited, for its business purpose. However, the details of loans, investments made or guarantee given and subsisting as on the close of the financial year 2017-18 are provided in the notes to the financial statements.

18. ExTRACTS OF THE ANNUAL RETURN

The extract of Annual Return for the financial year ended on 31 March 2018, as required pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

19. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND EMPLOYEES AND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure III and Annexure IV respectively forming part of this Report.

20. 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 risk 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 type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.

21. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls adopted and followed by your Company are adequate and are operating effectively which were reviewed by the Board and Audit Committee from time to time. The Board observed that during the financial year 2017-18, no material or serious observations have been received from the Internal Auditors of your Company regarding inefficiency or inadequacy of such controls.

22. EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company has adopted the Himadri Employee Stock Option Plan (“ESOP 2016”) for granting of options to eligible employees of your Company as approved by the Members of your Company at the 28^th Annual General Meeting held on 24 September 2016. The applicable disclosures as required under the SEBI Guidelines as amended, and the details of stock options as at 31 March 2018 under the ESOP 2016 are set out in the attached Annexure

V and forms part of the report Grant of Options (Second Tranche) under “ESOP 2016"

The Nomination and Remuneration Committee at its meeting held on 8 May 2018 has granted further options of 2,695,000 to the eligible employees in second tranche pursuant to Himadri Employee Stock Option Plan (“ESOP 2016”) at an exercise price of Rs, 140/- per share. These options shall vest after 1 year, and are exercisable within a period of five years from the date of grant upon satisfaction of vesting conditions.

23. AUDITORS AND AUDITORS’ REPORT

- Statutory Auditors

M/s B S R. & Co. LLP, Chartered Accountants, (Firm registration no. 101248W/W-100022) the Statutory Auditors of the Company were re-appointed at the last Annual General Meeting held on 22 September 2017 for second term of five years commencing from the conclusion of the 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting to be held for the financial year 2021-22, subject to ratification of the appointment at every Annual General Meeting.

In accordance with the Companies (Amendment) Act, 2017 with effect from 7 May 2018, the ratification of appointment of Statutory Auditors at every Annual General Meeting has been done away with, therefore the necessary resolution seeking consent of the members for ratification of appointment of statutory auditors will not be placed at the ensuing Annual General Meeting of the Company

The Auditors'' Report and notes to the financial statements are self-explanatory and therefore do not call for any further explanation.

- Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s MKB & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2018 is given in Annexure VI attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

- Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors at its meeting held on 29 May 2018, and upon recommendation of the Audit Committee, appointed Mr Sambhu Banerjee, Cost Accountant, as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2018-19. The Company has received necessary consent from Mr Sambhu Banerjee, Cost Accountant, to act as the Cost Auditor of the Company for the financial year 2018-19 along with the certificate confirming that his appointment would be within the limit as applicable.

As required under the Act, the remuneration payable to Cost Auditor is required to be ratified by the Members of the Company at the ensuing Annual General Meeting. Accordingly a Resolution seeking approval of members for ratification of payment of remuneration is included in the Notice convening the Annual General Meeting of the Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of Protected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company''s website at the link: https://www.himadri.com/pdf/corporate_ governance/policy_on_vigil_mechanism.pdf

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

Information on conservation of energy technology absorption, foreign exchange earnings and outgo for the financial year 31 March 2018, as required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VII forming part of this Report.

26. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on the Materiality of and Dealing with Related Party Transactions in terms of Regulation 23 of the SEBI Listing Regulations and the said Policy is posted on the Website of the Company and during the financial year 2017-18 there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations.

All the Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and on arm''s length basis. There have been no materially significant related party transactions between the Company and its related parties except

Wholly Owned Subsidiaries. The details of the related party transactions are disclosed as per Indian Accounting Standard (IND AS) - 24 and set out in note 40 to the Standalone financial statements forming part of this annual report. The disclosure of material related party transactions entered in the ordinary course of business during the financial year 2017-18 with its wholly owned subsidiary company as required to be made under Section 134(3)(h) read with Section 188 (2) of the Companies Act, 2013 in form AOC-2 is given in Annexure VIII forming the part of this report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013 and rules made there under has a Committee to be known as CSR Committee constituted by Mr. Santimoy Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Executive Director of the Company as its members. The CSR policy has been placed on the Website of the Company and can be accessed through the link: https://www.himadri. com/pdf/corporate_governance/policy_on_ corporate_social_responsibility.pdf During the financial year 2017-18 the Company was required to expend a sum of Rs, 57.07 lakhs towards CSR expenditure pursuant to Company''s CSR Policy however, the Company could expend a sum of Rs, 33.03 lakhs and there was a shortfall of Rs, 24.04 lakhs.

The Company''s CSR initiatives usually involve setting up the foundation of various programs on a small scale, to get experience from on ground realities and to get feedback from the concerned community, and then putting an enhanced sustainable model to ensure maximum benefit to the community. The CSR Committee has been continuously focused on providing social benefits to the society in its true sense and the shortfall will be added to the CSR expenditure for the current financial year

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

28. ANNUAL EVALUATION OF THE MEMBERS OF THE BOARD

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. All the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

29. PUBLIC DEPOSIT

During the financial year 2017-18, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There were no significant and material orders passed by any Regulatory authority or Courts or Tribunals impacting the going concern status and Company''s operation in future, therefore the disclosure under rule 8 (5)(vii) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

31. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

During the financial year 2017-18, the Company pursuant to provision of Section 124 of the Companies Act, 2013 has transferred a sum of Rs, 488,148 to the Investor Education & Protection

Fund, the amount of dividend which was unclaimed/unpaid for a period of seven years for the financial year 2009-10. The Company sends reminder letters to the Shareholders from time to time for claiming their unpaid dividend.

32. TRANSFER OF SHARES TO IEPF

The Company pursuant to the provisions of Section 124(6) of the Companies Act, 2013 has transferred 2,538,240 shares to the credit of IEPF Account of those shareholders whose dividend remained unclaimed for a consecutive period of seven years from the financial year 2008-09.

33. 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 Practising Company Secretary confirming compliance, is annexed herewith and marked as Annexure X forming part of this report.

34. MANAGEMENT DISCUSSION AND ANALYSIS

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

35. COMMITTEE ON BUSINESS RESPONSIBILITY REPORTING

Himadri is deeply committed to growing the business responsibly with a long-term perspective, as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business, as notified by the Ministry of Corporate Affairs, Government of India, in July 2011.

The Board has constituted a “Business Responsibility Report (BRR) Committee” on 29 May 2018, consisting of 1) Mr. Anurag Choudhary CEO 2) Mr. Kamlesh Kumar Agarwal - CFO

3) Mr. Monojit Mukherjee, Business Head (CBD)

4) Mr. Somesh Satnalika, Senior Vice President (Strategy & Business Development).

Scope of the Committee

- To review the BRR Policy from time to time and to make modifications required if any;

- To monitor the preparation of the BRR Reporting in the format as prescribed by the SEBI;

- To do all other acts and things which are incidental to the BRR Reporting;

The Board shall review the performance of the Committee as well as BRR Policy on annual basis.

36. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report (BRR) of the Company as required pursuant to the Regulation 34 (f) of the SEBI Listing Regulations, annexed herewith and marked as Annexure XI forming part of this report and the same is also available at Company''s website at www.himadri.com

37. LISTING ON STOCK EXCHANGES

The Company''s 418,407,867 equity shares of Rs, 1/- each are continued to be listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company on private placement basis aggregating Rs, 15,000 lakhs continue to be listed at BSE and the Company has been regular in the remittance of the listing fee to the concerned exchange for such debentures.

38. DEMATERIALISATION OF SHARES

There were 413,420,772 equity shares of the Company held by the shareholders in dematerialized form as on 31 March 2018, representing 98.81% of the total paid-up share capital of the Company consisting of 418,407,867 equity shares of Rs, 1/- each.

The Company''s equity shares are compulsorily required to be traded in dematerialised form; therefore, members are advised to expedite the process of converting the physical shareholding into dematerialized form through their D/P(s).

39. 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 Companies Act, 2013 (the Act) read with Rule 20 and 21(1)

(a) to (h) of the Companies (Management and Administration) Rules, 2014 (as amended), the Items of Business specified in the Notice convening the 30^th Annual General Meeting of the Company may be transacted through electronic voting system 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 Limited (NSDL). The detailed process and guidelines for e-voting has been provided in the notice convening the meeting.

40. 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 there under which were notified on 9 December 2013.

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 there under

During the financial year 2017-18, 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.

41. AWARDS & RECOGNITIONS

The Company received the Global Recognition at the League of American Communication Professionals and its annual report has been ranked 22^nd among the top 100 Annual Reports globally and the Company has also been Conferred Platinum Award in the core industry group. In addition, the Company has been recognized for Awards & Achievements as follows:

- 18^th Annual Greentech Environment Award

- World''s 100 Greatest Brands 2017-18 Asia & GCC

- Mr. Anurag Choudhary, CEO, recognized as “World''s 100 Greatest Leaders 2017-18”

- Mr. Anurag Choudhary, CEO, received Asia Pacific Entrepreneurship Awards (APEA) India

- Recognized as Star Export House by Ministry of Commerce, Govt. of India

- India''s Best Company of the Year Award 2017

- 16^th Annual Greentech Safety Award

42. ACKNOWLEDGEMENT

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 also express their thanks to all the employees and officers of the Company for their dedication and hard work and for achieving excellent growth of the Company.

For and on behalf of the Board

Sd/- Sd/-

Bankey Lal Choudhary Shyam Sundar Choudhary

Place: Kolkata Managing Director Executive Director

Date: 29 May 2018 (DIN: 00173792) (DIN: 00173732)

---

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 29^th Annual Report, together with the Audited Financial Statements and the Auditors'' Report thereon for the financial year ended 31 March 2017.

1. Financial Results

The financial results of the Company for the financial year ended 31 March 2017 is summarized below:

Amount in Rs, Lakhs

Sl. No.	Particulars	Standalone		Consolidated
		2016-17	2015-16	2016-17	2015-16
I.	Revenue from operations	147,125.42	129,078.10	149,008.82	132,237.61
II.	Other income	789.87	1,095.01	583.70	888.68
III.	Total income (I II)	147,915.29	130,173.11	149,592.52	133,126.29
IV.	Expenses
	Cost of materials consumed	88,052.80	77,764.73	87,458.98	78,948.43
	Changes in inventories of finished goods and work-in-progress	645.87	5,333.78	703.09	5,552.88
	Excise duty	14,708.21	13,894.24	14,708.21	13,894.24
	Employee benefits expense	3,585.39	2,961.45	3,730.54	3,196.45
	Finance costs	8,047.45	10,998.76	8,157.74	11,110.98
	Depreciation and amortisation expense	3,097.36	6,371.56	3,278.14	6,704.74
	Foreign exchange fluctuation	2,002.89	1,109.65	2,812.33	1,244.25
	Other expenses	15,435.19	13,827.16	16,276.91	14,821.81
	Total expenses (IV)	135,575.16	132261.33	137,125.94	135,473.78
V.	Profit/ (loss) before tax (III-IV)	12,340.13	(2,088.22)	12,466.58	(2,347.49)
VI.	Tax expenses
	Current tax	-	(5.31)	-	(5.31)
	Deferred tax	4,222.76	(446.51)	4,222.76	(446.51)
VII.	Profit / (loss) for the year (V-VI)	8,117.37	(1636.40)	8,243.82	(1895.67)

2. Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) Vide its notification in the Official Gazette dated 16 February 2015, notified the Indian Accounting Standards ("Ind AS”) applicable to certain classes of Companies, which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act,

2013, read with Rule 7 of the Companies Accounts Rules,

2014. Accordingly, the Company has adopted Ind AS with effect from 1 April 2016 with a transition date of 1 April 2015 and IGAAP as the previous GAAP. The financial statements for the year ended 31 March 2017 has been prepared in accordance with Ind AS.

The MCA notification also mandates that Ind AS shall be applicable to subsidiary Companies, Joint venture or associates of the Company. Hence the Company and Himadri group has prepared and reported financial statements under Ind AS w.e.f. 1 April 2016 including restatement of the opening balance sheet as at 1 April 2015.

3. Performance Highlights

i) Financial Performance - Standalone

Total Revenue from operations of the Company was Rs, 147,125.42 lakhs for the year ended 31 March 2017 as against Rs, 129,078.10 lakhs for the year ended 31 March 2016 represented an increase of 13.98% primarily on account of increase in volume and better realization of prices. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain and other income was Rs, 24,697.96 lakhs as compared to Rs, 15,296.74 lakhs for the previous year. EBITDA for the year is increased by 61.46% due to increase in volume as well as EBITDA per ton. During the financial year 2016-17, the Company earned a profit after tax of Rs, 8,117.37 lakhs as compared to loss after tax of (Rs, 1,636.40) lakhs in previous year

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in the financial year 2016-17 increased by 12.68% to Rs, 149,008.82 lakhs from Rs, 132,237.61 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain and other income, was Rs, 26,131.09 lakhs as compared to Rs, 15,823.80 lakhs for the previous year. EBITDA for the year is increased by 65.14% due to increase in volume as well as EBITDA per ton. During the financial year 2016-17, the Company earned a profit after tax of Rs, 8,243.82 lakhs as compared to a loss after tax of (Rs, 1,895.67) lakhs in the previous year.

4. Debenture Redemption Reserve (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of Rs, 678.56 lakhs (previous year: Rs, 678.57 lakhs) to the credit of Debenture Redemption Reserve out of its current profits for the purpose of redemption of Non-Convertible Debentures issued by the Company.

5. Dividend

The Board is pleased to recommend a Dividend of 10% (Re 0.10 per share) on 418,407,867 equity shares of Re 1/each for the financial year 2016-17 out of its'' current profits, subject to the approval of Members at the ensuing Annual General Meeting of your Company. The Dividend payout (including corporate dividend tax) will be Rs, 503.59 lakhs (previous year: Rs, 251.79 lakhs).

6. Subsidiaries

The Company has an unlisted non-material wholly owned Indian subsidiary Company, Equal Commodeal Private Limited (''ECPL''). The Company also has two step down subsidiaries Companies 1) AAT Global Limited in Hong Kong in which the Company holds 100% equity through its wholly owned Indian Subsidiary, 2) Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL”) in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited.

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report and hence not repeated here for the sake of brevity

During the financial year 2016-17, no Company has become or ceased to be subsidiary, joint venture or associate of the Company.

7. Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) 110 - "Consolidated Financial Statements” as notified by Ministry of Corporate affairs and as per General instruction for preparation of consolidated financial statements given in Schedule III of the Companies Act, 2013 and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations''), the Company has prepared Consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

8. Melting Plant at Sambalpur, Odisha

The Company''s Melting Plant (Coal tar Pitch) at Sambalpur in the state of Odisha has become operational since August 2016.

9. Windmills

During the financial year 2016-17, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 3,646,615 kwh units of wind energy as compared to 28,40,726 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs, 180.74 lakhs as compared to Rs, 136.76 lakhs in previous year

10. Working Capital

The Company continued to enjoy working capital facilities under multiple banking arrangements including State Bank of India, Central Bank of India, ICICI Bank, Citi Bank, Axis Bank, Yes Bank, Indusind Bank, Union Bank of India and IDBI Bank Ltd. The Company has been regular in servicing these debts.

11. Revision of Credit Rating

The Credit Analysis & Research Ltd (CARE) has revised the rating assigned to the Company''s various credit facilities and debt instruments during the financial year 2016-17 and those are as follows:

Facilities	Rating
Long-term Bank Facilities	CARE A; Stable (Single A; Outlook Stable)
Short-term Bank Facilities	CARE A1 (A One)
Non-Convertible Debentures	CARE A; Stable (Single A; Outlook Stable)

12. Capital Expenditure

During the financial year 2016-17, Cash outflow on account of addition to fixed assets was aggregating to Rs, 1,153.49 lakhs (including Capital work in-progress and capital advances).

13. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Bankey Lal Choudhary (DIN: 00173792), the Managing Director of the Company will retire from the office by rotation, and being eligible, offer himself for reappointment.

During the year Mr. Krishnava Satyaki Dutt (DIN: 02792753), an Independent Director of the Company and Mr. Pavninder Singh (DIN: 03048302), Nominee Director of BC India Investments has resigned from the Board. The Board has placed on record its warm appreciation for the valuable contributions made by these directors during their tenure. The Company was required to fill-up the vacancy in the office of Independent Directors, and accordingly the Board at its meeting held on 14 November 2016 has approved the appointment of Mr. Santosh Kumar Agrawala (DIN: 00364962), as an additional director to act as an Independent Director of your Company subject to the approval of the Shareholders by means of passing a Special resolution at the ensuing Annual General Meeting of the Company.

The Board met 4 (Four) times during the financial year 2016-17 with a maximum time gap not exceeding 120 days in between two consecutive meetings.

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.

The brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

During the financial year 2016-17, there was no change in the Key Managerial Personnel of your Company.

14. Declaration from Independent Directors

All the Independent Directors of the Company have given necessary declaration of their Independence to the Board as stipulated in Section 149(6) of the Companies Act, 2013 as required in terms of Section 134(3)(d) of the Companies Act,

2013.

15. Material Changes and commitments affecting the financial position of the Company

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

16. Directors’ Responsibility Statement

As required under Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, and as per Schedule II Part C(A) (4)(a) of the SEBI Listing Regulations, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2017, the applicable accounting standards have 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 have prepared the annual accounts on a going-concern basis;

e. The Directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

17. Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors and the said policy is annexed herewith and marked as Annexure I forming part of this report.

18. Loans, Guarantees or Investments u/s 186 of the Companies Act, 2013

The Company has provided a loan of Rs, 154.45 lakhs to Equal Commode Private Limited, a wholly owned subsidiary of the Company, during the financial year 2016-17 for business purpose. Further, the Company has not made any investments or provided any guarantees during the year under review. However, the details of Loans, investments made or guarantee given and subsists as on the close of the financial year 201617 are provided in the notes to the financial statements.

19. Extracts of the Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return as on the financial year ended on 31 March 2017, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and marked as Annexure III forming part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure IV forming part of this Report.

21. Risk Management (Risk Assessment and Minimization Procedure)

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company has formulated a Policy on Risk Management (Risk Assessment and Minimization Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and take adequate steps to minimize the same. There are no 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 type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.

22. Internal Financial Controls

The Internal Financial Controls adopted and followed by your Company are adequate and are operating effectively which were reviewed by the Board and Audit Committee from time to time. The Board observed that during the financial year 2016-17, no material or serious observations have been received from the Internal Auditors of your Company regarding inefficiency or inadequacy of such controls.

23. Employee Stock Option Plan (ESOP)

Your Company has adopted Himadri Employee Stock Option Plan ("ESOP 2016”) for granting of options to eligible employees of your Company as approved by the Members of Your Company at the 28^th Annual General Meeting held on 24 September 2016. The applicable disclosures as required under the SEBI Guidelines as amended, and the details of stock options as at 31 March 2017 under the ESOP 2016 are set out in the attached Annexure V and forms part of the report

24. Auditors and Auditor’s Report

-Statutory Auditors

The Statutory auditors M/s B.S.R. & Co. LLP, Chartered Accountants initially appointed as Joint Statutory Auditors at the Annual General Meeting (AGM) held on 29 September 2012 and would be completing their first term of five years at the ensuing AGM and are eligible for re-appointment for a further period of five years. The Company has received necessary written consent and certificates under Section 139 of the Companies Act, 2013 from them to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Auditors'' Report and notes to the financial statements are self-explanatory and therefore do not call for any further explanation.

- Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s MKB & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2017 is given in Annexure VI attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

- Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, Board of Directors at its meeting held on 10th May, 2017, and upon recommendation of Audit Committee appointed Mr. Sambhu Banerjee, Cost Accountant, as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the Financial Year 2017-18. Your Company has received necessary consent from Mr. Sambhu Banerjee, Cost Accountant, to act as the Cost Auditor of the Company for the financial year 2017-18 along with the certificate confirming their his appointment would be within limit as applicable.

As required under the Act, the remuneration payable to Cost Auditor is required to be ratified by the Members of the Company at the ensuing Annual general Meeting, accordingly a Resolution seeking approval of members for ratification of payment of remuneration is included in the Notice convening the Annual General Meeting of the Company

25. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of Protected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company''s website at the link: http://himadri.codez.co.in/pdf/corporate-governance/Code-Policies/Policy_on_Vigil_Mechanism.pdf

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VII forming part of this Report.

27. Related Party Transactions

The Company has formulated a Policy on Materiality of and Dealing with Relating Party Transaction in terms of Regulation 23 of the SEBI Listing Regulations and the said Policy is posted on the Website of the Company and during the financial year 2016-17 there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations, except those entered with its'' Wholly Owned Subsidiaries.

All the Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and on arm''s length basis. There have been no materially significant related party transactions between the Company and its'' related parties except those entered with its Wholly Owned Subsidiaries. The details of the related party transactions are disclosed as per Indian Accounting Standard (IND AS) - 24 and set out in note 39 to the Standalone financial statements forming part of this annual report.

The disclosure of material related party transactions entered in ordinary course of business during the financial year 2016 17 with its Wholly Owned Subsidiary company as required to be made under section 134(3)(h) read with section 188 (2) of the Companies Act, 2013 in form AOC-2 is given in Annexure VIII forming the part of this report.

28. Corporate Social Responsibility (CSR)

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013 and rules made thereunder has a Committee to be known as CSR Committee with Mr. Santimoy Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Whole Time Director of the Company as its members. The CSR policy has been placed on the Website of the Company and can be accessed through the link:

http://himadri.codez.co.in/pdf/corporate-governance/Code-

Policies/Policy_on_Corporate_Social_Responsibility.pdf

The Company was not required to undertake any CSR activities during the financial year 2016-17 as per the provisions of Section 135 of the Companies Act, 2013; however, it has voluntarily expended a sum of Rs, 14.70 lakhs on CSR activities covered within the scope of the CSR Policy of the Company The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure IX forming part of this report.

29. Annual Evaluation of the Members of the Board

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. All the members of the Board and its Committee met the criteria of performance evaluation as set out by Nomination and Remuneration Committee.

30. Public Deposit

During the financial year 2016-17, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure under rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, are not applicable to the Company.

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

There were no significant and material orders passed by any Regulatory authority or Courts or Tribunals impacting the going concern status and Company''s operation in future, therefore the disclosure under rule 8 (5)(vii) of Companies (Accounts) Rules, 2014, is not applicable to the Company

32. Transfer to Investor Education & Protection Fund

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with the Registrar to locate the shareholders who have not claimed their dues.

During the financial year 2016-17, the Company has transferred a sum of Rs, 538,410 to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and the same was transferred.

33. 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 Practicing Company Secretary confirming compliance, is annexed herewith and marked as Annexure X forming part of this report.

34. Management Discussion and Analysis

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

35. Listing on Stock Exchanges

The equity shares of the Company continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating Rs, 25,000 lakhs continue to be listed at BSE and the Company has been regular in the remittance of the listing fee to the exchange for such debentures.

36. Dematerialization of Shares

There were 410,412,612 equity shares of the Company held by the shareholders in de materialized form as on 31 March 2017, representing 98.09% of the total paid-up share capital of the Company consisting of 418,407,867 equity shares of Re 1/- each.

The Company''s equity shares are compulsorily required to be traded in de materialized form; therefore, members are advised to expedite the process of converting the physical shareholding into de materialized form through their D/P(s).

37. 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 Companies Act, 2013 (the Act) read with Rule 20 and 21(1) (a) to (h) of the Companies (Management and Administration) Rules, 2014 (as amended), the Items of Business specified in the Notice convening the 29^th Annual General Meeting of the Company may be transacted through electronic voting system 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 this purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Limited (NSDL). The detailed process and guidelines for e-voting has been provided in the notice convening the meeting.

38. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Internal Compliant 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 there under which were notified on 9 December 2013.

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 there under During the financial year 2016-17, the committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards of sexual harassment received by the Committee during the year

39. Acknowledgement

Your Directors express their sincere appreciation for contribution and cooperation received from its bankers, customers, vendors, suppliers, dealers, investors, business associates and all the stakeholders including Government of India, the State Governments where the Company operates and other governmental agencies.

Your directors also express their thanks to all the employees and officers of the Company for their dedication and hard working and for achieving excellent growth of the Company

For and on behalf of the Board

Sd/- Sd/-

Bankey Lal Choudhary Shyam Sundar Choudhary

Place: Kolkata Managing Director Executive Director

Date: 10 May 2017 (DIN: 00173792) (DIN: 00173732)

---

Mar 31, 2016

Dear shareholders,

The Directors are pleased to present the 28^th Annual Report, together with the Audited Financial Statements and the Auditors'' Report thereon for the financial year ended 31 March 2016.

State of affairs of the Company

The financial performance of the Company for the financial year ended 31 March 2016 is summarized below:

Amount in Rs, Lakhs

	Standalone		Consolidated
	2015-16	2014-15	2015-16 1	2014-15
Gross Turnover	128,995.18 1	55,359.62	132,154.69	161,408.21
Other Operating Income	82.92	167.96	82.92	167.96
Other Income	1,240.17	1,495.92	1,033.84	1,309.05
Total Revenue	116,424.03 1	39,245.78	119,377.21	145,107.50
Operating Profit	14,942.47	13,050.04	14,939.39	13,732.76
Less: Finance Costs	10,221.83	10,150.66	10,334.05	10,263.02
Depreciation	6,371.56	5,535.87	6,704.74	5,917.62
Profit / (Loss) before exceptional item and tax	(1,650.92)	(2,636.49)	(2,099.40)	(2,447.88)
Add: Exceptional Item - Profit on sale of Investment in subsidiary	-	-	-	-
Profit / (Loss) before tax	(1,650.92)	(2,636.49)	(2,099.40)	(2,447.88)
Provision for tax
Net Current Tax	(5.31)	64.10	(5.31)	64.10
Deferred Tax Charge / (Credit)	(438.01)	(1,260.52)	(438.01)	(1,260.52)
Profit / (Loss) after tax (before adjustment of minority interest)	(1,207.60)	(1,440.07)	(1,656.08)	(1,251.46)
Minority Interest	-	-	(32.37)	(8.45)
Profit / Loss for the year	(1,207.60)	(1,440.07)	(1,623.71)	(1,243.01)
Add: Surplus brought forward	25,545.49	28,055.02	21,814.49	24,128.64
Add: Depreciation charge (Net of deferred tax of RS,125.51 lakhs)	-	(237.14)	-	(238.82)
Surplus available for appropriation	24,337.89	26,377.81	20,190.78	22,646.81
Appropriations
Transfer to Debenture Redemption Reserve	(678.57)	(832.32)	(678.57)	(832.32)
Proposed Equity Dividend	(209.20)	-	(209.20)	-
Corporate Equity Dividend Tax	(42.59)	-	(42.59)	-
Balance carried to Balance Sheet	23,407.53	25,545.49	19,260.42	21,814.49

Debenture Redemption Reserve (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of RS,678.57 lakhs to the credit of Debenture Redemption Reserve out of its profits from the previous years for the purpose of redemption of Non-Convertible Debentures issued by the Company.

During the year, 12,300 Deep Discount Debentures (DDD) were converted into 32,675,297 equity shares of the Company at a price of RS,19/- per share with the approval of Shareholders by passing a special resolution at the Extra-Ordinary General Meeting held on 22 March 2016 and upon such conversion, the resulted amount aggregating to RS,2,152.50 lakhs lying in Debenture Redemption

Reserve Account against such DDD was reversed and taken back into the credit of General Reserve Account of the Company.

Dividend

The Board considering the consistency in the payment of Dividend and with a view to reward the shareholders, has recommended payment of dividend of 5% (H0.05 per share) on 418,407,867 equity shares of RS,1/- each for the financial year 2015-16 out of its'' accumulated profits, subject to approval of members at the ensuing annual general meeting. The total payout on account of dividend (including dividend tax) will be RS,251.79 lakhs (previous year: Nil).

Financial summary or highlights

i) Financial Performance - Standalone

Total Revenue of the Company was RS,116,424.03 lakhs for the year ended 31 March 2016 as against RS,139,245.78 lakhs for the year ended 31 March 2015 - a reduction of 16.39% primarily on account of decline in realization of prices. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ gain and other income was RS,15,514.45 lakhs as compared to RS,12,279.18 lakhs for the previous year. EBITDA for the year is increased mainly on account of higher operating efficiencies and increase in capacity utilization. During FY 2015-16, the Company incurred a loss after tax of RS,1,207.60 lakhs as compared to loss after tax of RS,1,440.07 lakhs in previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the total revenue from operations in FY 2015-16 marginally decreased by 17.73% to RS,119,377.21 lakhs from RS,145,107.50 lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain and other income, was RS,16,041.51 lakhs as compared to RS,13,105.69 lakhs for the previous year. During FY 2015-16, the Company incurred a loss after tax of RS,1,623.71 lakhs as compared to a loss of RS,1,243.01 lakhs in the previous year.

Subsidiaries

The Company has an unlisted non-material wholly owned Indian subsidiary Company, Equal Commode Private Limited (''ECPL''). The Company also has further two subsidiary Companies 1) AAT Global Limited in Hong Kong in which the Company holds 100% equity through its wholly owned Indian Subsidiary, 2) Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") in China, in which the Company holds 94% equity through its wholly owned subsidiary Company, AAT Global Limited.

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report and hence not repeated here for the sake of brevity.

During FY 2015-16, no Company has become or ceased to be subsidiary, joint venture or associate of the Company.

Consolidated Financial Statements

In accordance with Accounting Standard 21 - "Consolidated Financial Statements" issued in the Companies (Accounting Standard), Rules 2006 notified by the Central Government and as per General instruction for preparation of consolidated financial statements given in Schedule III of the Companies Act, 2013 and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations''), the Company has prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

Melting Plant at Sambalpur, Odisha

During the previous year, the Company had started setting up a Melting Plant (Coal tar Pitch) at Sambalpur in the state of Odisha to cater the demand of the customers located in the surroundings of Sambalpur. The construction work is in progress and the plant is expected to be operational by the end of Q2 FY 2016-17.

Windmills

During FY 2015-16, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 28,40,726 kwh units of wind energy as compared to 3,081,708 kwh units in the previous year. The revenue generated by the windmills for the year remained at RS,136.76 lakhs as compared to RS,143.59 lakhs in previous year.

Working Capital

The Company continued to enjoy working capital facilities under multiple banking arrangements including State Bank of India, Central Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation (HSBC), DBS Bank, Citibank, Axis Bank, Yes Bank, Indusind Bank, Union Bank of India and IDBI Bank Ltd. The Company has been regular in servicing these debts.

Revision of Credit Rating

The Credit Analysis & Research Ltd (CARE) has revised the rating assigned to the Company''s various credit facilities and debt instruments during FY 2015-16 and those are as follows:

Facilities	Rating
Long-term Bank Facilities	CARE A- (Single A Minus)
Short-term Bank Facilities	CARE A2 (A Two Plus)
Non-Convertible Debentures	CARE A- (Single A Minus)

Capital Expenditure

During FY 2015-16, Cash outflow on account of addition to fixed assets was aggregating to RS,1,325.07 lakhs (including Capital work in-progress and capital advances).

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Vijay Kumar Choudhary (DIN: 00173858) and Mr. Shyam Sundar Choudhary (DIN: 00173732), the directors of the Company will retire from the office by rotation, and being eligible, offer themselves for re-appointment.

During the year Mr. Rahul Kumar Yadav (DIN: 01649493), Nominee Director of VCIGPM Ltd and Mr. Chandra Shekhar Sarda (DIN: 01649493), an Independent Director of the Company has resigned from the Board. The Board has placed on record its warm appreciation for the valuable contributions made by them during their tenure.

The Company was not required to fill-up the vacancy in the office of Independent Directors, as the number of Independent Director are sufficient to comply with the provision of Companies Act 2013 and also the provisions of SEBI Listing Regulations. The Board met 5 (Five) times during FY 2015-16 with a maximum time gap not exceeding 120 days in between two consecutive meetings.

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.

The brief resume and other details relating to the Directors, who are to be appointed/re-appointed as stipulated under Regulation 36(3) of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

Further the Company in compliance of the provisions of Section 203 of the Companies Act, 2013 and designated Mr. Bankey Lal Choudhary, Managing Director, Mr. Shyam Sundar Choudhary, Whole-time director, Mr. Vijay Kumar Choudhary, Whole-time director, Mr. Anurag Choudhary, Chief Executive Officer, Mr. Kamlesh Kumar Agarwal, Chief Financial Officer and Mr. Bajrang Lal Sharma, Company Secretary, as the Key managerial Personnel of the Company with effect from 1 April 2014. The above mentioned Key Managerial Personnel do not hold Whole-Time Key Managerial Position in any other Company.

Directors'' Responsibility Statement

As required under Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2016, the applicable accounting standards have 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 loss 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 have prepared the annual accounts on a going-concern basis;

e. The Directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

Declaration from Independent Directors

All the Independent Directors of the Company have given necessary declaration of their Independence to the Board as stipulated in Section 149(6) of the Companies Act, 2013 as required in terms of Section 134(3)(d) of the Companies Act, 2013.

Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors and the said policy is annexed herewith and marked as Annexure I forming part of this report.

Material Changes and commitments affecting the financial position of the Company

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

Loans, Guarantee, or Investments u/s 186 of the Companies Act, 2013

The Company has provided a loan of H200 lakhs to Equal Commodeal Private Limited, a wholly owned subsidiary of the Company, during FY 2015-16 for business purpose. Further, the Company has not made any investments or provided any guarantees during the year under review. However, the details of Loans, investments made or guarantee given are provided in the notes to the financial statements.

Related Party Transactions

The Company has formulated a Policy on Materiality of and Dealing with Relating Party Transaction in terms of Regulation 23 of the SEBI Listing Regulations and the said Policy is posted on the Website of the Company and during FY 2015-16 there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations.

All the Related Party Transactions (not material in nature) entered into by the Company during the financial year were in ordinary course of business and on arm''s length basis. There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or relatives. The details of the related party transactions are disclosed as per Accounting Standard - 18 and set out in Note 39 to the standalone financial statements forming part of this annual report.

Extracts of the Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return as on the financial year ended on 31 March 2016, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

Particulars of Remuneration of Managerial Personnel and Employees and related disclosure

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and marked as Annexure III forming part of this Report.

I n terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure IV forming part of this Report.

Auditors and Auditor''s Report

• Joint Statutory Auditors

The joint statutory auditors M/s S. Jaykishan, Chartered Accountants and M/s B.S.R. & Co. LLP, Chartered Accountants, retire at the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. The Company has received necessary written consent and certificates under Section 139 of the Companies Act, 2013 from them to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. However, M/s S. Jaykishan, Chartered Accountants one of the Joint Statutory Auditor''s has expressed their unwillingness to be re-appointed at the ensuing annual general meeting, they would be completing a tenor of ten years as Auditors at the ensuing annual general meeting, since their first appointment was made at the AGM held on 18 September 2006, hence the remaining Statutory Auditors M/s BSR & Co. LLP, Chartered Accountants will be re-appointed and ratified at the ensuing Annual general Meeting.

M/S BSR & Co. LLP, Chartered Accountants, would be completing their fourth year at the ensuing AGM since their initial appointment made at AGM held on 29 September 2012.

The Board has placed on record its deep sense of appreciation for the services rendered by M/s S. Jaykishan, Chartered Accountants during their tenure as the Auditor''s of the Company.

The Auditors'' Report and notes to financial statements are self-explanatory and therefore do not call for any further explanation.

• Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s MKB & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for FY 2015-16. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2016 is given in Annexure V attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

• Cost Auditor

The Cost Auditor, Mr. Sambhu Banerjee, appointed by the Board has submitted the Cost Audit Report within the time limit prescribed under the Act and Rules made there under.

As per Section 148 and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has appointed Mr. Sambhu Banerjee as the Cost Auditor for the FY 2015-16 on the recommendations made by the Audit Committee. Your Company has received consent from Mr. Sambhu Banerjee to act as the Cost Auditor of Your Company for the FY 2015-16 along with a certificate confirming his independence.

Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct by means of Protected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company''s website at the link: www.himadri.com/Himadri Policy on Vigil Mechanism Amended.pdf

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VI forming part of this Report.

Risk Management (Risk Assessment and Minimization Procedure)

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company has formulated a Policy on Risk Management (Risk Assessment and Minimization Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and its process to minimize the same. There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are elaborately described in the Management Discussion and Analysis which forms part of this Report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were reviewed and no reportable material weakness was observed.

Corporate Social Responsibility (CSR)

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013 and rules made there under has a Committee to be known as CSR Committee with Mr. Sanctimony Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Whole time director of the Company as its members. The CSR policy has been placed on the Website of the Company and can be accessed through the following link: http://www.himadri.com/Himadri CSR Policy.pdf.

During FY 2015-16 the provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company, however, the Company has voluntarily expended a sum of RS,24.16 lakhs on CSR activities covered within the scope of the CSR Policy. The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VII forming part of this report

Annual Evaluation of the Members of the Board

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 committee, has evaluated the performance of the entire Board, its committee and individual directors. All the members of the Board and its committee met the criteria of performance evaluation as set out by Nomination and Remuneration Committee.

Public Deposit

During FY 2015-16, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure under rule 8 (5)(v) & (vi) of Companies (Accounts), Rules 2014, are not applicable to the Company.

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

There were no significant and material orders passed by any Regulatory authority or Courts or Tribunals impacting the going concern status and Company''s operation in future, therefore the disclosure under rule 8 (5)(vii) of Companies (Accounts), Rules 2014, is not applicable to the Company.

Transfer to Investor Education & Protection Fund

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of RS,1,068,206 to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

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 Practicing Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this report.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of this report

Listing on Stock Exchanges

The equity shares of the Company continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating RS,250 Crores continue to be listed at BSE and the Company has been regular in the remittance of the listing fee to the exchange for such debentures.

Dematerialization of Shares

There were 377,546,325 equity shares of the Company held by the shareholders in dematerialized form as on 31 March 2016, representing 90.23% of the total paid-up share capital of the Company consisting of 418,407,867 equity shares of RS,1/- each. The Company has issued and allotted 32,675,297 equity shares of RS,1/- each to one of the Promoter Group Company on preferential basis on 25 March 2016 and as on the close of financial year these shares were under process of dematerialization and Lock-in as per the provisions of SEBI (ICDR) Regulations, 2009 and accordingly the Promoters'' shareholding stands increased.

The Company''s equity shares are compulsorily required to be traded in dematerialized form; therefore, members are advised to expedite the process of converting the physical shareholding into dematerialized form through their D/P(s).

E-voting facility at AGM

In terms of Regulation 44 of SEBI Listing Regulations and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 and 21(1) (a) to (h) of the Companies (Management and Administration) Rules, 2014 (these amends), and the Items of Business specified in the Notice convening the 28^th Annual General Meeting of the Company may be transacted through electronic voting system and the Company is providing e-Voting facility to its'' members who will be the members of the Company as on 24 September 2016 fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform provided by National Securities Depository Limited (NSDL). The detailed process and guidelines for e-voting has been provided in the notice convening the meeting.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Internal Compliant 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 there under which were notified on 9 December 2013.

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 there under.

During FY 2015-16, the committee submitted its Annual Report as prescribed in the said Act and no complaints of sexual harassment were received by the Committee.

Appreciation

Your Board of Directors are thankful to our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support. We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/-

Bankey Lal Choudhary Shyam Sundar Choudhary

Place: Kolkata Managing Director Executive Director

Date: 23 May 2016 (DIN: 00173792) (DIN: 00173732)

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 27th Annual Report, together with the Audited Financial Statements and the Auditors' Report of the Company for the financial year ended 31 March 2015.

STATE OF AFFAIRS OF THE COMPANY

The performance of the Company for the financial year ended 31 March 2015 is summarised below:

Amount in Rs. Lakhs

Standalone

Particulars 2014-15 2013-14

Gross Turnover 155,359.62 153,430.42

Other Operating Income 167.96 37.15

Other Income 1,495.92 1,408.42

Total Revenue 139,245.78 137,736.01

Operating Profit 13,050.04 10,812.55

Less: Finance Costs 10,150.66 11,651.47

Depreciation 5,535.87 5,452.43

Profit / (Loss) before exceptional item and tax (2,636.49) (6,291.35)

Add: Exceptional Item - Profit on sale of Investment in subsidiary - 704.99

Profit / (Loss) before tax (2,636.49) (5,586.36)

Provision for tax

Net Current Tax 64.10 0.46

Deferred Tax Charge / ( Credit) (1,260.52) (1,675.93)

Profit / (Loss) after tax (before adjustment of (1,440.07) (3,910.89) minority interest)

Minority Interest - -

Profit / Loss for the year (1,440.07) (3,910.89)

Add: Surplus brought forward 28,055.02 33,249.52

Add: Depreciation charge (Net of deferred tax of (237.14) - Rs. 125.51 Lakhs)

Surplus available for appropriation 26,377.81 29,338.63

Appropriations

Transfer to Debenture Redemption Reserve (832.32) (832.32)

Proposed Equity Dividend - (385.73)

Corporate Equity Dividend Tax - (65.56)

Balance carried to Balance Sheet 25,545.49 28,055.02

Particulars Consolidated

2014-15 2013-14

Gross Turnover 161,408.21 156,715.46

Other Operating Income 167.96 37.15

Other Income 1,309.05 1,248.19

Total Revenue 145,107.50 140,896.82

Operating Profit 13,732.76 10,134.10

Less: Finance Costs 10,263.02 11,762.47

Depreciation 5,917.62 5,843.82

Profit / (Loss) before exceptional item and tax (2,447.88) (7,472.19)

Add: Exceptional Item - Profit on sale of Investment in subsidiary - -

Profit / (Loss) before tax (2,447.88) (7,472.19)

Provision for tax

Net Current Tax 64.10 0.46

Deferred Tax Charge / ( Credit) (1,260.52) (1,675.93)

Profit / (Loss) after tax (before adjustment of (1,251.46) (5,796.72) minority interest)

Minority Interest (8.45) (98.51)

Profit / Loss for the year (1,243.01) (5,698.21)

Add: Surplus brought forward 24,128.64 31,1 10.46

Add: Depreciation charge (Net of deferred tax of (238.82) - Rs. 125.51 Lakhs)

Surplus available for appropriation 22,646.81 25,412.25

Appropriations

Transfer to Debenture Redemption Reserve (832.32) (832.32)

Proposed Equity Dividend - (385.73)

Corporate Equity Dividend Tax - (65.56)

Balance carried to Balance Sheet 21,518.49 24,128.64



DEBENTURE REDEMPTION RESERVE (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of Rs. 832.32 Lakhs to the credit of Debenture Redemption Reserve out of its profits from the previous years for the purpose of redemption of various kind of debentures issued by the Company.

FINANCIAL SUMMARY OR HIGHLIGHTS

i) Financial Performance - Standalone

Total Revenue of the Company for the year FY2015 marginally increased by 1.10% to Rs. 139,245.78 Lakhs from Rs. 137,736.01 Lakhs during the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain, provision for doubtful debts/ advances/contingencies and other income was Rs. 12,111.22 Lakhs as compared to Rs. 17,840.09 Lakhs for the previous year. EBITDA for the year is mainly impacted by write down in the inventory valuation. During FY2015, the Company incurred a loss after tax of Rs. 1,440.07 Lakhs as compared to loss after tax of Rs. 3,910.89 Lakhs in previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the Total Revenue from operations in the year FY2015 increased marginally by 2.99% to Rs. 145,107.50 Lakhs from Rs. 140,896.82 Lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain, provision for doubtful debts/advances/contingencies and other income, was Rs. 12,937.73 as compared to Rs. 17,484.25 Lakhs for the previous year. During FY2015, the Company incurred a loss after tax of Rs. 1,243.01 Lakhs as compared to a loss of Rs. 5,698.21 Lakhs in the previous year

These losses were incurred primarily on account of higher material cost, depreciation and write down of inventory valuation.

SUBSIDIARIES

The Company has following subsidiaries:

i) Equal Commodeal Private Limited - India (Wholly Owned Subsidiary)

ii) AAT Global Limited - Hong Kong (Step Down -Wholly Owned Subsidiary)

iii) Shandong Dawn Himadri Chemical Industry Limited -China (Step Down - Subsidiary)

None of the above subsidiary is material in nature as per the Policy of the Company for determining material subsidiaries and the same may be accessed on the Company's website at the link: www.himadri.com/Himadri Policy for determining material subsidiary.pdf

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report forming the part of consolidated financial statements and hence not repeated here for the sake of brevity.

During FY2015, no Company has become or ceased to be subsidiary, joint venture or associate of the Company.

MELTING PLANT AT SAMBALPUR, ODISHA

During the year, the Company has proposed to set up a Melting Plant (Coal tar Pitch) at Sambalpur in the state of Odisha to cater the demand of the customers located in the surroundings of Sambalpur. The cost of the project will be financed through Internal Accruals. The construction work is in progress and the plant is expected to be operational by the end of FY2016.

WINDMILLS

During FY2015, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 3,081,708 kwh units of wind energy during the year as compared to 3,568,437 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs. 143.59 Lakhs as compared to Rs. 160.64 Lakhs in previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21, AS-23 and AS-27, issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with the Listing Agreement with the stock exchanges, the Company has prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.

WORKING CAPITAL

The Company continued to enjoy working capital facilities from various banks including State Bank of India, Central Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation (HSBC), DBS Bank, Citibank, Axis Bank, Yes Bank, IndusInd Bank, Union Bank of India and IDBI Bank Ltd. The Company has been regular in servicing these debts.

Himadri would like to thank these financial institutions for their continued trust and support.

CREDIT RATING BY CARE

The rating of "CARE A " (Single A Plus) re-affirmed by the Credit Analysis & Research Limited (CARE) for the long term bank facilities including non convertible debentures which is considered to have adequate degree of safety regarding timely servicing of financial obligations.

The CARE has re-affirmed the rating of "CARE A1 " (A One Plus) assigned for the short term bank facilities, which is considered to have very strong degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

CAPITAL EXPENDITURE

During FY2015, there was an addition to capital expenditure aggregating to Rs. 2,098.62 Lakhs (including Capital work in-progress).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Pavninder Singh (DIN: 03048302) and Mr. Bankey Lal Choudhary (DIN: 00173792), the directors of the Company will retire from the office by rotation, and being eligible, offer themselves for re-appointment.

The Company was required to appoint a Woman Director pursuant to Section 149(1 )(b) of the Companies Act, 2013 and Smt. Rita Bhattacharya (DIN: 03157199) was nominated by Life Insurance Corporation (LIC) of India pursuant to the right of nomination in accordance with terms of Non-Convertible Debentures issued by the Company on private placement and the Board taken on record her appointment at its meeting held on 22 April 2014.

During the year Mr. Sushil Kumar Saraf (DIN: 00535726), Independent Director of the Company has resigned from the Board with effect from 15 July 2014, due to his full time involvement in his own business and he expressed his difficulty in attending the meetings of the Board and Committees to be held from time to time.

The Board at its meeting held on 27 May 2014 appointed Mr. Santimoy Dey (DIN: 06875452) as Additional Director. Further the Board at its meeting held on 11 August 2014, appointed Mr. Hanuman Mal Choraria (DIN: 00018375) and Mr. Chandra Shekhar Sarda (DIN:00252003), as Additional Directors. These directors were further appointed as Independent Non-Executive, Non-Rotational Director by the shareholders at the last Annual General Meeting held on 24 September 2014 for a period of five years with effect from the date of the Annual General Meeting

Further at the last Annual General Meeting of the Company held on 24 September 2014, the Independent directors namely i) Mr. Sakti Kumar Banerjee (DIN: 00631772), ii) Mr. Hardip Singh Mann (DIN: 00104948), iii) Mr. Krishnava Satyaki Dutt (DIN: 02792753), were appointed as Independent Non-Executive, Non-Rotational Directors for a period of five years with effect from 1 April 2014.

The Board of Directors at its meeting held on 12 February 2015 upon recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Bankey Lal Choudhary (DIN: 00173792) as Managing Director of the Company for a period of three years w.e.f. 1 April 2016, subject to the approval of Shareholders u/s 196, 197, 203 of the Companies Act, 2013 and upon fulfillment of conditions as laid down in Schedule V appended to the said Act. The necessary resolution along with terms and conditions and explanatory statement is being provided in the Notice convening the 27th Annual General Meeting of the Company

The Board of Directors at its meeting held on 12 February 2015 upon recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Shyam Sundar Choudhary (DIN: 00173732) as Whole time Director of the Company for a period of five years w.e.f. 1 April 2015, subject to the approval of Shareholders u/s 196, 197, 203 of the Companies Act, 2013 and upon fulfillment of conditions as laid down in Schedule V appended to the said Act. The necessary resolution along with explanatory statement is being provided in the Notice convening the 27th Annual General Meeting of the Company.

The Company in Compliance of the provisions of Section 149 of the Companies Act, 2013 and the provisions of Clause 49 of the Listing Agreement has appointed Six Independent Directors at the Last Annual General Meeting held on 24 September 2014 representing half of the Board as Independent Non - Executive.

The brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Clause 49(VIII)(E) of the Listing Agreement, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

Further the Company in compliance of the provisions of Section 203 of the Companies Act, 2013 designated Mr. Bankey Lal Choudhary, Managing Director, Mr. Shyam Sundar Choudhary, Whole-time director, Mr. Vijay Kumar Choudhary, Whole-time director, Mr. Anurag Choudhary, Chief Executive Officer, Mr. Kamlesh Kumar Agarwal, Chief Financial Officer and Mr. Bajrang Lal Sharma, Company Secretary, as the Key managerial Personnel of the Company with effect from 1 April 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, and as per Clause 49(III)(D) (4)(a) of the Listing agreement with the Stock Exchanges, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards have 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 loss 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 have prepared the annual accounts on a going-concern basis;

e. The Directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

DECLARATION FROM INDEPENDENT DIRECTORS

As required in terms of Section 134(3)(d) of the Companies Act, 2013, the Board hereby confirm that all the Independent Directors of the Company have given necessary declaration of their Independence as stipulated in Section 149(6) of the Companies Act, 2013.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of Directors has formulated a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees, and the said policy is annexed herewith and marked as Annexure I forming part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

LOANS, GUARANTEE AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013

The Company has not provided any Loans, Guarantee or made any Investment during FY2015, except certain Loans, Guarantees and Investment made to Subsidiaries of the Company, given for business purpose. There are certain investments made by the Company in past financial years and the same are subsisting as on the date of the closure of the financial year are within the overall limits as provided u/s 186 of the Companies Act, 2013, the details thereof are provided in financial statements of the Company.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Materiality of and Dealing with Relating Party Transaction in terms of Clause 49 of the Listing Agreement and the said Policy is posted on the Website of the Company and during FY2015 the Company has not entered into any materially significant related party transaction with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and on arm's length basis. The Related Party Transactions undertaken by the Company during the year includes periodical payments of remuneration to its directors and their relatives and key managerial personnel. All such transactions were usually undertaken with prior consent of the Audit Committee on quarterly basis. As regards to the payment of remuneration to relatives of Directors, the prior approval of the shareholder has been obtained by means of special resolution at the last Annual General Meeting held on 24 September 2014.

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

EXTRACTS OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return as on the financial year ended on 31 March 2015, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND EMPLOYEES AND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and marked as Annexure III forming the part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure IV forming the part of this Report.

JOINT STATUTORY AUDITORS

The joint statutory auditors M/s S. Jaykishan, Chartered Accountants and M/s B S R & Co. LLP, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received necessary consent and certificates under Section 139 of the Companies Act, 2013 from them to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

The Auditors' Report and notes on Accounts are selfexplanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s MKB & Associates, Practising Company Secretaries, to conduct Secretarial Audit for FY2015. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2015 is annexed herewith and marked as Annexure V to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock exchanges for employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of Protected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company's website at the link: www. himadri.com/Himadri Policy on Vigil Mechanism Amended.pdf

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VI forming the part of this Report.

RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION PROCEDURE)

The Company has formulated a Policy on Risk Management (Risk Assessment and Minimization Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and its process to minimize the same. The details of various risks and its mitigation are provided in the Management Discussion and Analysis Report forming the part of this Report.

INTERNAL FINANCIAL CONTROLS

The Audit Committee of the Company monitors the adequacy of Internal Control System and procedures in the Company and the Committee has recommended the appointment of internal auditor to monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Internal Auditor submits the Internal Audit report periodically before the Audit Committee alongwith their findings, which are usually elaborately discussed at the meetings of the Audit Committee and based on their report, findings and submissions the senior management undertake corrective measures in their respective areas and thereby strengthen the controls. During FY2015, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The management gives adequate attention to the welfare activities of the village area around the plant and its' surroundings. In line with its objective of corporate social responsibility, a free dispensary service was created for villagers near Mahistikry (West Bengal) plant. The Company has been involved in providing education, medical support, donation for food and clothing, and has also organised blood donation camps, eye check-up camps, etc. The management is also actively engaged in sponsoring educational programs at the school level.

The Board in compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder has formulated a Committee to be known as CSR Committee with Mr. Santimoy Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Whole time director of the Company as its members. The Committee has formulated and recommended a policy on CSR as well as the projects to be undertaken by the Company for this purpose and recommended a sum of ' 23.80 Lakhs to be expended during FY2015 on CSR activities.

The Company has expended a sum of Rs. 27.99 Lakhs on CSR activities covered within the scope of the CSR Policy. The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VII forming part of this report

ANNUAL EVALUATION OF THE MEMBERS OF THE BOARD

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 committee, has evaluated the performance of the entire Board, its committee and individual directors. And on the basis of the performance evaluation all the members of the Board are eligible to continue to act as Directors of the Company.

PUBLIC DEPOSIT

During FY2015, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013, therefore the disclosure under rule 8(5)(v) & (vi) of Companies (Auditors), 2014, are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There were no significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and Company's operation in future.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate

with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of Rs. 2,470,690 to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 125 of the Companies Act, 2013. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices adopted by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

LISTING ON STOCK EXCHANGES

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating Rs. 250 Crores continue to be listed at Bombay Stock Exchange Limited and the Company has been regular in the remittance of the listing fee to the exchange for such debentures.

DEMATERIALISATION OF SHARES

There were 377,398,949 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2015, representing 97.84% of the total paid-up capital of the Company. The Promoters' shareholding is in dematerialised form in terms of SEBI circular and there is no change in their shareholding.

The Company's equity shares are compulsorily required to be traded in dematerialised form, therefore, members are

advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

E-VOTING FACILITY AT AGM

In terms of Clause 35B of the Listing Agreement with Stock Exchanges and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on 22 September 2015 being the "Cut-off Date" fixed for the purpose, of exercising their right to vote at the 27th AGM by electronic means through the e-Voting platform provided by National Securities Depository Limited (NSDL). The details process and guidelines for e-voting has been provided in the notice convening the meeting.

INTERNAL COMPLIANT COMMITTEE

The Company has constituted an Internal Compliant 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 which were notified on 9 December 2013.

During FY2015, the committee submitted Annual Report as prescribed in the said Act and there were no complaints received by the Committee.

INDUSTRIAL RELATIONS

The Company maintains close and cordial relation with its' workmen and a result there was no incidence of stoppages of work in any plant or any demonstration against the Management. Himadri takes sufficient care for its employees at all levels and provide adequate motivation and friendly work environment. The Company organizes Annual Cultural Program for employees, Annual Family Picnic and Get-Together, Observance of Employees' Birthday and awarding a token Gift to all Employees. The Management also award employees on Exemplary Service. The Management holds periodically, Elementary Health Check up facilities viz. ENT, Neurological, Cardio logical, Orthopedic, Gynecological, Endo-chronological, Urological, Scientific Pain Management, Eye Test, Dietary Counseling and Pathological and Radiological Check Ups like -X-Ray Chest PA View (Digital), Pulmonary Function

Test, Complete Hierogram, Fasting Blood Sugar, Blood for Serum Creatinine, Blood for Liver Function Test, Blood for Urea etc. At the plant site the Company also provides Recreation and Welfare facilities like subsidized Breakfast, Lunch and Dinner and also Indoor Game Facilities like -Cricket, Volleyball, Basketball, Chess etc. We also send our employees to participate in Corporate Sports Competition organized by FICCI. The management has adopted various measures for enhancing efficiency, competency and skills of individual employees through training and motivation. The Company has in place a performance-based employee appraisal and reward system and streamlined the feedback module.

FORWARD LOOKING STATEMENTS

This Report should be read in conjunction with the financial statements included herein and the notes thereto. This report may contain forward-looking statements that involve risks and uncertainties. When used in this Report, the words 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'will' and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. The Company does not take any responsibility to publicly revise any such statement. Readers are cautioned not to place undue reliance on these forwardlooking statements that speak only as of their dates.

ACKNOWLEDGEMENT

The Directors wish to place on record, their sincere appreciation for the continued support and cooperation extended to the Company by Investors, Debenture holders, various departments of the Central and the State Government, Banks and Financial Institutions, various governmental regulatory authorities, customers, suppliers and employees of all levels.

For and on behalf of the Board

Sd/- Sd/- Bankey Lal Choudhary Shyam Sundar Choudhary Place: Kolkata Managing Director Executive Director Date: 26 May 2015 (DIN: 00173792) (DIN: 00173732)

---

Mar 31, 2013

The Directors have great pleasure in presenting the 25th Annual Report, together with the audited financial statements and the Auditor''s Report of the Company for the financial year ended 31st March, 2013

Financial Results

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Amount in Rs. Lakhs)

Particular For the year ended 31.03.2013 For the year ended 31.03.2012

Gross Turnover 1,46,570.38 1,24,106.25

Other Income 3,040.03 1,975.04

Total Income 1,32,980.18 1,14,311.10

Operating Profit 14,829.30 20,166.64

Interest and Finance charges 7,905.53 7,572.28

Depreciation 5,217.64 4,440.55

Profit before Tax 1,706.13 8,153.81

Provision for Tax

Current Tax 29.25 6.63

Deferred Tax charge / (Credit) (677.89) 1,815.53

Profit after Tax 2,354.77 6,331.65

Add: Surplus brought forward 33,691.04 29,807.70

Surplus available for appropriation 36,045.81 36,139.35

Appropriations

Transfer to General Reserve 1,500.00

Transfer to Debenture Redemption Reserve 2,345.00 500.00

Proposed Dividend 385.73 385.73

Corporate Dividend Tax 65.56 62.58

Balance carried to Balance Sheet 33,249.52 33,691.04

Dividend

The dividend, as proposed, is in accordance with the Company''s policy to pay sustainable dividend linked to long-term performance, keeping in view the capital needs for the Company''s growth plans and intent to achieve optimal financing of plans through internal accruals.

The Board is pleased to recommend payment of dividend of Rs. 0.10 per share on 38,57,32,570 equity shares of Rs. 1/- each for the financial year 2012-13, subject to approval of members at the subsequent annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 451.29 Lakhs (previous year: Rs. 448.31 Lakhs).

Financial Performance

Total Income of the Company for the year 2012-13 increased by 16.33% to Rs. 1,32,980.18 Lakhs from Rs. 1,14,311.10 Lakhs during the previous year. The EBITDA for the year, excluding the effect of foreign exchange gain/loss, was Rs. 12,875.64 Lakhs as compared to Rs. 22,459.60 Lakhs for the previous year. The Net Profit was down to Rs. 2,354.77 Lakhs from Rs. 6,331.65 Lakhs during the financial year 2012-13.

On consolidated basis, the Total Revenue

from Operations of the Company for the year 2012-13 increased by 18.22% to Rs. 1,35,331.54 Lakhs from Rs. 1,14,475.89 Lakhs during the previous year. The EBITDA for the year, excluding the effect of foreign exchange gain/loss, was Rs. 11,701.75 Lakhs as compared to Rs. 22,084.70 Lakhs for the previous year. During the financial year 2012-13, the net profit decreased to Rs. 943.79 Lakhs from Rs. 5,725.40 Lakhs in the previous year.

The Net Profit for the year declined mainly due to increase in input costs, finance cost and higher provisioning for depreciation.

Expansion of Coal Tar Pitch capacity – Mahistikry

The Company has commenced capacity expansion for its distillation plant at Mahistikry for manufacture of Coal Tar Pitch in the financial year 2011-12. The expansion is at full swing and is expected to be completed within the current financial year, enhancing the Company''s Coal Tar distillation capacity by sixty per cent.

Subsidiary / Joint Venture

Himadri Global Investment Ltd.

(WOS)

Himadri Global Investment Ltd. is the

Company''s wholly owned subsidiary in

Hong Kong. The financial statements of the subsidiary Company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this report. The Company has reported a Net Loss of HK$ 1,542,035.00 (previous year Profit of HK $ 1, 36,690) for the year ended 31st March, 2013.

Joint Venture in China

Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") is a joint venture Company in China, in which the Company holds 94% (after injecting capital of RMB 47 million) equity through its wholly owned subsidiary Company, Himadri Global Investment Limited (HGIL). HGIL has extended a loan of RMB 349.13 Lakhs as on 31st March, 2013. During the year 2012-13, the joint venture in China has reported a loss of RMB 171.61 Lakhs.

Windmills

During the year 2012-13, the performance of windmills at Dhule in Maharashtra remained satisfactory and wind energy of 37,93,845 kwh units has been generated as compared to 36,18,177 kwh units of wind energy in the previous year. The revenue generated by the windmills for 2012-13 is Rs. 165.29 Lakhs as compared to Rs. 152.00 Lakhs in previous year.

Consolidated financial statement

In accordance with Accounting Standards AS-21, AS-23 and AS-27, issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with Listing Agreement with stock exchanges, the Company has prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditor''s Report thereon forms part of the Annual Report.

Finance Working Capital The Company continued to enjoy the working capital facilities under multiple banking arrangements from various banks including State Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation (HSBC), DBS Bank, Citibank, Central Bank of India, Axis Bank, Yes Bank, Standard Chartered Bank and Union Bank of India. During the year, the Company has been sanctioned additional working capital of Rs. 25 Crores from IndusInd Bank. The Company has been regular in servicing these credit facilities.

Term Loan

During the year 2012-13, the rupee term loan from The Hong Kong and Shanghai Banking Corporation Limited (HSBC) aggregating to Rs. 75 Crores were fully re- paid and the charge / mortgage of these loans have been released and satisfied with the Registrar of the Company.

Capital Expenditure During 2012-13, there was an addition to capital expenditure aggregating to Rs. 15,961.58 Lakhs (including Capital work in-progress).

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Bankey Lal Choudhary, Mr. Sushil Kumar Saraf and Mr. Basudeb Sen the directors of the Company will retire from the office by rotation, and being eligible, offer themselves for re-appointment. However, Mr. Basudeb Sen has expressed his unwillingness to be elected as Director of the Company at the ensuing Annual General Meeting of the Company. The Board has placed on record its warm appreciation for the valuable services rendered by Mr. Sen during his tenure as an Independent Director of the Company since August 2010.

Mr. Pavninder Singh was appointed as Additional Director on the Board with effect from 30th October, 2012. Mr Singh, as an Additional Director, will hold office upto the date of the forthcoming Annual General Meeting of the Company. The Company has received notice from a member under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Singh, to be appointed as Director of the Company, at the subsequent Annual General Meeting of the Company. Accordingly, the resolution for appointment of

Mr. Singh has been included in the notice convening the Annual General Meeting of the Company.

During the year, Mr. Amit Chandra, the Nominee Director of Bain Capital India Investments, has resigned with effect from 25th October, 2012. The Board placed on record, deep sense of appreciation for his valuable contributions made during his tenure.

The terms of appointment of Mr. Bankey Lal Choudhary, Managing Director, has expired on 31st March, 2013. The Board has re-appointed him for a further period of three years with effect from 1st April, 2013, subject to the approval of members in ensuing Annual General Meeting. The particulars of these Directors seeking re-appointment are given in annexure to the notice.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

i) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 or loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts on a going-concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure "A" to the Directors'' Report.

Particulars of employees as per Section 217 of the Companies Act, 1956

Information in accordance with the

provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 (as amended vide GSR 289 (E) dated 31.03.2011) is not applicable, as none of the employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration in excess of the limit prescribed under these amended rules.

Public Deposit

During the year 2012-13, the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Auditors

The statutory joint auditors M/s S. Jaykishan, Chartered Accountants and M/s B. S. R. & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received necessary certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not otherwise, disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such an appointment. The Auditors'' Report and notes on Accounts are self- explanatory and therefore do not call for any further explanation.

Corporate Governance

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices adopted by the Company, together with a certificate from a practicing company secretary confirming compliance, is set out in the Annexure forming part of this report.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Listing on Stock Exchanges

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating Rs. 200 Crores continue to be listed at Bombay Stock Exchange Limited and the Company has been regular in remittance of listing fee to the exchange for such debentures.

Dematerialisation of Shares

There were 37,69,45,779 equity shares of the Company held by the shareholders in dematerialised form as on 31st March, 2013, representing 97.72% of the total paid-up capital of the Company. The Promoters'' shareholding has been fully dematerialised in terms of SEBI circular. The Company''s equity shares are compulsorily required to be traded in dematerialised form, therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Industrial Relations

During the year 2012-13, the employee relations scenario in all the works / units of the Company continued to be cordial. The management has adopted various measures for enhancing efficiency, competency and skills of individual employees through training and motivation. Occupational safety at workplace has been given utmost importance.

Acknowledgement

The Directors place on record, their deep appreciation for the continued support and cooperation extended to the Company by the various departments of Central and State Government, banks, other financial institutions, shareholders, debenture holders, various regulatory authorities, customers and employees of all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: 25 May 2013 Managing Director Executive Director

---

Mar 31, 2012

The performance of the Company for the financial year ended 31st March, 2012 is summarised below:

(Rs. in Lacs)

For the year ended For the year ended 31.03.2012 31.03.2011

Gross turnover 1,24,106.25 77,174.54

Other income 1,975.04 771.52

Total income 1,14,311.10 70,779-78

Operating profit 20,166.64 20,692.91

Interest and finance charges 7,572.28 3,027.84

Depreciation 4,440.55 3,324.82

Profit before tax 8,153.81 14,340.25

Provision for tax

Current Tax 6.63 2,071.51

Deferred tax 1,815.53 829.83

Profit after tax 6,331.65 11,438.91

Add: Surplus brought forward 29,807.70 20,817.10

Surplus available for appropriation 36,139.35 32,256.01

Appropriations

Transfer to General Reserve 1,500.00 1,500.00

Transfer to Debenture Redemption Reserve 500.00 500.00

Proposed Dividend 385.73 385.73

Corporate Dividend Tax 62.58 62.58

Balance carried to balance sheet 33,691.04 29,807.70

Dividend

Your Directors have recommended payment of dividend of Re 0.10 per share on 38,57,32,570 Equity Shares of Re 1/- each for the financial year 2011- 12, subject to approval of members at the ensuing annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 448.31 Lacs. The dividend as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and intent to achieve optimal financing of plans through internal accruals.

Financial Performance

Total income of the Company for the year 2011-12 increased by 61.50% to Rs.1,14,311.10 Lacs from Rs.70,779-78 Lacs during the previous year. The EBIDTA for the year, excluding the effect of foreign exchange gain/loss was Rs. 22,459-60 Lacs as compared to Rs. 19,255.69 Lacs for the previous year. The net profit was down to Rs. 6,331.65 Lacs from Rs. 11,438.91 Lacs during the financial year 2011-12.

The net profit for the year declined mainly due to higher mark to market provision for foreign exchange fluctuation loss due to sharp depreciation of Rupee against US Dollar. The another reason for decline in the net profit was higher depreciation and finance costs.

Windmills

During the year 2011-12, the performance of Windmills at Dhule in Maharashtra remained satisfactory and it generated Wind Energy of 36,18,177 kwh units as compared to 32,01,432 kwh units of Wind Energy in previous year. The revenue generated of Rs.152.00 Lacs as compared to Rs. 129.59 Lacs in previous year.

Subsidiary / Joint Venture

Himadri Global Investment Ltd (WOS)

Himadri Global Investment Ltd is the Company's wholly-owned subsidiary. The financial statements of the subsidiary company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this Report. The Company has reported a net income of H l< $ 1,36,690.28 (Previous year loss of Hl< $ 19,83,213) for the year ended 31st March, 2012.

Joint Venture in China

Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") is a joint venture company in China, in which the Company holds 94% equity through its' Wholly Owned Subsidiary Company Himadri Global Investment Limited.

During the year 2011-12, the Company has completed the process of setting up green field project through its' Joint venture for distillation of coal tar in Longkou, Shandong Province, China. The Plant has become commercially operational in the third quarter of financial year 2011-12.

Himadri Global Investment Limited (HGIL) has injected capital of RMB 47 Million to its subsidiary, SDHCIL making HGIL ownership of 94%. Additionally, HGIL invested an amount of RMB 31 Million in SDHCIL towards loan.

Consolidated financial statement

In accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with Listing Agreement with stock exchanges, the Company prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditor's Report thereon form part of the Annual Report.

Capacity Expansions

The Company has commenced the following projects during the current financial year.

Carbon Black

During the year 2011-12, the Company has successfully expanded the capacity of its' Carbon Black Project at Mahistikry by 140%.

Power Plant

During the year 2011-12 the Company has expanded the capacity of its' Power Plant based on waste heat gas generated during the process of manufacture of carbon black at Mahistikry, Dist Hooghly (W.B.) from 12 MW to 20 MW. The economic operations of Carbon Black Plant largely depend upon utilisation of its waste heat gas generated during the process of manufacture of Carbon Black.

Since the Company has expanded the capacity of its' Carbon Black Plant which has further necessitated to increase the corresponding capacity of its' Power Plant in order to make its' expansion in Carbon Black more economical, hence the Company has enhanced its capacity from existing 12 MW to 20 MW.

SNF

The Company during the year 2011-12, has commissioned the project at Mahistikry to manufacture "Sulfonated

Naphthalene Formaldehyde (SNF)"and thereby annual capacity of SNF has increased by 278%.

Advanced Carbon Material- SEZ Unit at Falta (West Bengal)

The Company has commenced during the year production of Advanced Carbon Material at SEZ Unit at Falta (West Bengal).

Coal Tar Pitch

The Company has started the expansion of its' existing Coal Tar distillation capacity at Mahistikry with a view to meet the additional requirements of feed stock by the Carbon Black after successful expansion of the Carbon Black Projects and to cater the additional demand of Coal Tar Pitch. The capacity of the Coal Tar distillation will be increased by 60% after completion of this expansion.

Finance

Working Capital

The Company continued to enjoy the working capital facilities under multiple banking arrangements from State Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation Limited, DBS Bank Limited, Citibank N.A., Central Bank, Axis Bank Limited and Yes Bank Limited. During the year, the Company has been sanctioned additional working capital facilities from Standard Chartered Bank and Union Bank of

India. The Company has been regular in servicing these debts.

Credit Rating by CARE

The Company continued to enjoy credit rating from the Credit Analysis & Research Ltd (CARE) which has reaffirmed the rating of "CARE Al " (A One Plus) assigned for its' short term debts, which is considered to have very strong degree of safety regarding timely payment of financial obligations.

The CARE has re-affirmed the rating of "CARE AA-" assigned for long term facilities, which is considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The CARE has re-affirmed the rating of "CARE AA-" for Non Convertible Debentures, which is considered to be of high degree of safety regarding timely servicing of financial obligations.

Capital expenditure

During 2011-12, the Company incurred a capital expenditure of Rs. 26,562.31 Lacs (including Capital work in progress).

Directors

In accordance with the provisions of the Companies Act, 1956 Mr. Shyam Sundar Choudhary, Mr. Damodar Prasad Choudhary and Mr. Bhagwati Prasad Dhanuka, Directors of the company, will retire from the office by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. The particulars of these Directors seeking re-appointment are given in annexure to the notice.

The Board has appointed Mr. Krishnava Dutt and Mr. Hardip Singh Mann as Additional Directors of the Company with effect from 14.11.2011. These Directors will hold office upto the date of the forthcoming Annual General Meeting (AGM) of the Company. The Company has received notice from members under Section 257 of the Companies Act, 1956, proposing the candidature for appointment of Mr. Dutt and Mr. Mann as Directors of the Company at the ensuing Annual General Meeting and accordingly the resolutions for appointment of Mr. Krishnava Dutt and Mr. Hardip Singh Mann has been included in the Notice convening the annual general meeting of the Company.

The terms of appointment of Mr. V. K. Choudhary- Whole-time Director has expired on 31st March, 2012. The Board has re-appointed him for the further period of five years with effect from 1st April, 2012, subject to the approval of members in ensuing Annual General Meeting.

Recognitions

The Company's Mahistikry Unit has been recognised by the Government of India, Ministry of

Science and Technology, Department of Scientific and Industrial Research, vide their Letter No: F. No. TU/ IV- RD/ 3148 / 2010 dated March 29, 2011 as In-House R & D Centre up to 31.03.2013.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii) the Directors have selected such 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 that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

iv)the Directors have prepared the annual accounts on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earning and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure "A" to the Directors' Report.

Particulars of employees as per Section 217 of the Companies Act, 1956

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975( as amended vide GSR 289 (E) dated 31.03.2011) are not applicable, as none of the employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration in excess of the limit prescribed under these amended rules.

Public deposit

During the year 2011-12, your Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Auditors

M/s S. Jaykishan, Chartered Accountants and M/s B S R & Co, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company for the financial year 2012-13. The Company has received special notice from a member under section 225 of the Companies Act, 1956 proposing the name of M/s B S R & Co, Chartered Accountants to be appointed as the Joint Auditors of the Company along with the retiring Auditors M/s S. Jaykishan, Chartered Accountants from the conclusion of this annual general meeting until the conclusion of the next annual general meeting. M/s B S R & Co, Chartered Accountants and the retiring Auditors have been duly informed with a copy of the said notice.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices adopted by the Company together with a certificate from the Company's Auditors' confirming compliance, is set out in the Annexure forming part of this Report.

Management discussion and analysis

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Listing on stock exchanges

The Equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE), and The National Stock Exchange of India Limited (NSE). The Company has remitted the Listing Fee to these Stock Exchanges, up to date.

Dematerialisation of shares

There were 37,66,57,399 equity shares of the Company held by the shareholders in dematerialised form as on 31st March, 2012, representing 97.647% of the total paid-up capital of the Company. The Promoters' shareholding has been fully dematerialised in terms of SEBI Circular. The Company's equity shares are compulsorily required to be traded in dematerialised Form, therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Industrial Relations

The industrial relations at all the works/ units of the Company continued to be cordial during the year 2011-12. The management, with a view to build a strong and efficient human capital in the Company, endeavors to provide excellent work environment and full motivation to every employee. The company has adopted various measures to enhance efficiency, competency and skills of individual employees through training programmes and motivation.

Acknowledgement

Your Directors are thankful to the various Central and State Government Departments & Agencies for their continued support and cooperation. Your Directors are also grateful to various stakeholders, i.e. customers, members, bankers, dealers, vendors, shareholders financial institutions including Life Insurance Corporation of India and other business partners for their excellent support extended to the Company during the whole of the year.

Your directors also wish to convey their gratitude to the foreign investors and shareholders for their confidence reposed by them in the Company. We Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company for their contribution towards growth and development of the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: May 15,2012 Managing Director Executive Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company' together with the audited financial statements for the financial year ended 31 March 2011.

Financial Results

The performance of the Company for the financial year ended 31 March 2011 is summarised below:

(Rs. in lacs)

For the year ended For the year ended

31.03.2011 31.03.2010

Gross turnover 78,491.36 52,763.02

Other income 1,379.70 1,523.53

Total income 79,871.06 54,286.55

Operating profit 20,635.39 19,793.58

Interest and finance charges 2,970.32 2,788.10

Depreciation 3,324.82 2,480.30

Profit before tax 14,340.25 14,525.18

Provision for tax

Current Tax 2,860.00 2,488.00

Deferred tax 829.83 3,755.92

MAT credit entitlement (788.49) (2,452.72)

Profit after tax 11,438.91 10,733.98

Add: Surplus brought forward 20,817.10 12,032.92

Surplus available for appropriation 32,256.01 22,766.90

Appropriations

Transfer to General Reserve 1,500.00 1,500.00

Transfer to Debenture Redemption Reserve 500.00 –

Proposed Dividend 385.73 385.73

Corporate Dividend Tax 62.58 64.07

Balance carried to balance sheet 29,807.70 20,817.10

Dividend

Your Directors recommend payment of dividend of Re 0.10 per share on 38,57,32,570 Equity Shares of Re 1/- each for the financial year 2010-11, subject to approval of members at the ensuing annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 448.31 Lac. The dividend as proposed is in accordance with the Company's policy to pay sustainable dividends linked to the Company's long term performance, keeping in view the capital needs for the future growth plans and intent to achieve optimal financing of plans through internal accruals.

Financial Performance

Total income of the Company for the year 2010-11 increased by 47% to Rs 79,871.06 lacs from Rs 54,286.55 lacs during the previous year. The Company earned a net profit of Rs 11,438.91 lacs , as against a net profit of Rs 10,733.98 lacs in the previous year registering a growth of 6.57 % over the last year.

Windmills

During the year 2010-11, the performance of windmills at Dhule in Maharashtra remained satisfactory generating wind energy to the tune of 32,01,432 kwh units as compared to 38,51,040 kwh units of wind energy generated during the previous year. The revenue generated amounted to Rs. 129.60 Lac as compared to Rs. 150.52 Lac during the previous year.

Subsidiary / Joint Venture Himadri Global Investment Ltd (WOS) Himadri Global Investment Ltd is the Company's wholly-owned subsidiary. The financial statements of the subsidiary Company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this report. The Company has reported a net loss of H K $ 19,83,213 for the year ended 31 March 2011.

Shandong Dawn Himadri Chemical Industry Company Limited ("SDHCICL")

In the previous year the Company started the process of setting up green field projects in China through its wholly owned subsidiary Company i.e. Himadri Global Investment Limited (HGIL) for distillation of coal tar in Longkou, Shandong Province, China. SDHCICL is a joint venture Company with 94% share holding by HGIL.

As of 31 March 2011, HGIL injected capital to the tune of HK$ 540.27 lacs (US$ 69.47 lacs) into its subsidiary SDHCICL taking HGIL's ownership to 94%. According to the Certificate of Approval for establishment of the Subsidiary, HGIL has injected a total of RMB 470 lacs into the subsidiary. The Company during the year under review, remitted Rs. 3476.59 lacs to its wholly owned subsidiary Company Himadri Global Investment Limited. The plant is expected to be operational in 2011-12.

Consolidated financial statement

In accordance with Accounting Standards AS-21, AS-23 and AS- 27 issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with Listing Agreement with stock exchanges, the Company prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditor's Report thereon form part of the Annual Report.

Pursuant to the Circular No. 2/ 2011 issued by Ministry of Corporate Affairs' general exemption has been granted to the companies from attaching annual accounts of the subsidiary companies' therefore, the Board of Directors in its' meeting held on 23rd May 2011 has given its' consent for not attaching the Balance Sheets of its' subsidiary companies.

Expansions

Your Company has undertaken massive expansion plans and proposes to increase its production capacities of coal tar pitch, carbon black, power plant and SNF.

Coal Tar Pitch

The Company with a view to cater to demand of its coal tar pitch has proposed to expand its capacity to manufacture coal tar pitch

Carbon Black

After successful completion of the carbon black project in the financial year 2009-10, the Company embarked upon doubling the capacity to manufacture carbon black at Mahistikry, Hooghly, West Bengal

Power Plant

The Company is setting up a new 8 MW power plant to utilise waste heat gas generated during the process of manufacture of carbon black.

SNF

The Company has a manufacturing unit at Vapi in Gujarat to manufacture Sulfonated Naphthalene Formaldehyde ( SNF). During the financial year under review, the capacity at Vapi plant was hiked by 125% and concurrently, an effort was made to expand the SNF capacity by 278% by setting up a green field plant at Mahistikry, Hooghly, West Bengal. This incremental capacity will be commissioned during 2011-12. The cost of these expansions will be partly financed by equity, term loans and partly through internal accruals.

Finance

Foreign Currency Loan (ECB)

During the year 2010-11, the Company has been sanctioned foreign currency loan (ECB) of US$ 9.43 million from ICICI Bank Limited, US$ 15 Million from The Hongkong & Shanghai Banking Corporation Ltd. and US$ 34 million from DEG to partly finance its, ongoing projects

Working Capital

The Company continued to enjoy the working capital facilities under multiple banking arrangements from State Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation Limited, DBS Bank Limited, Citibank N.A., Central Bank, Axis Bank Limited and Yes Bank Limited. The Company has been regular in servicing these debts.

Issue of Non-Convertible Debentures

During the year 2010-11, the Company has issued secured, redeemable, non-convertible debentures on private placement basis to ICICI Bank Limited and LIC of India aggregating to Rs. 200 crores to partly finance its ongoing projects. The Company has been regular in servicing these debentures. These debentures are listed at Bombay Stock Exchange and the Company has remitted the listing fee to the Exchange on schedule.

Credit Rating by CARE

The Company continued to enjoy favourbale credit ratings from the Credit Analysis & Research Ltd (CARE) which has assigned the Company a CARE AA- rating for its, Long Term bank facilities and Non Convertible Debentures and PR1 rating for its, short term bank facilities.

Capital expenditure

During the year 2010-11, the Company incurred a capital expenditure of Rs. 264.96 crores.

Directors

In accordance with the provisions of the Companies Act, 1956 Mr. Bankey Lal Choudhary and Mr. Sakti Kumar Banerjee, Directors of your Company' retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. Particulars of the Directors seeking reappointment are given in annexure to the notice.

The terms of appointment of Mr. B.L. Choudhary as Managing Director have expired on 31 March 2011. The Board has re- appointed him as Managing Director for a further period of two years with effect from 1 April 2011. The approval of members in the ensuing Annual General Meeting would be sought for his reappointment.

Recognitions

The Company's Mahistikry Unit has been recognised by the Government of India, Ministry of Science and Technology, Department of Scientific and Industrial Research, vide their Letter No: F. No. TU/ IV- RD/ 3148 / 2010 dated March, 29, 2011 as In-House R & D Centre up to 31.03.2013.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures if any;

2. the Directors have selected such 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 that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earning and outgo Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure A to the Directors' Report.

Particulars of employees as per Section 217 of the Companies Act, 1956

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 (as amended vide GSR 289 (E) dated 31.03.2011) are not applicable, as none of the employees' either employed throughout the financial year or part of the financial year, was in receipt of remuneration in excess of the limit prescribed under these amended rules.

Corporate Governance

Your Company has been proactive in adopting objectives of good corporate governance for building investors' confidence and enhancing their long term wealth. A separate report on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of corporate Governance as stipulated under clause 49 of the Listing Agreement with Stock Exchange (s) is given in Annexure hereto forming part of this Report.

Management discussion and analysis

A separate report on Management Discussion and Analysis' as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Public deposit

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and as on 31 March 2011 the Company has no unclaimed deposits or interest thereon due to any depositor.

Auditors

The Company's Auditors M/s. S. Jaykishan, Chartered Accountants' Kolkata, hold office until conclusion of the ensuing Annual General Meeting. The Company has received a written certificate from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment. M/s S. Jaykishan, Chartered Accountants and the Auditors of the Company retiring at the ensuing Annual General Meeting are eligible for re-appointment.

With reference to the observation made by the Auditors regarding fixed assets records' we are to state that the Company maintains proper records of the fixed assets, whereas the details of certain fixed assets are under compilation.

The efforts are being made to complete these records at the earliest Listing on stock exchanges

The Company's equity shares continued to be listed on the Bombay Stock Exchange Limited (BSE), and National Stock Exchange of India Limited (NSE). The Company has been regular in payment of listing fees to these exchanges. During the year the shares of the Company got de-listed voluntarily from the Calcutta Stock Exchange Limited (CSE).

Dematerialisation of shares

There were 37,59,45,489 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2011, representing 97.463% of the total paid-up capital of the Company. The Company's equity shares are compulsorily required to be traded in dematerialised form; therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Stock Split

Pursuant to stock split approved by the shareholders at the last annual general meeting held on 28 September 2010, each equity shares of face value of Rs. 10/- has been sub-divided into ten equity shares of Rupee 1/- each. The Record Date was fixed on 9th November 2010. Shareholders are requested to surrender the old share certificates to the Registrar and Share Transfer Agent for cancellation and issue of new certificates. The Company has been allotted the following new ISIN by the Depositories:

NSDL - INE 019C01026 CDSL - INE 019C01026

Industrial Relations

The industrial relations across all the works / units of the Company continued to be cordial & harmonious during the year under review. The enthusiasm and unstinting efforts of employees have enabled the Company to be at leadership position in the industry. The management, with a view to build a strong and efficient human capital in the Company, endeavors to provide excellent work environment and full motivation to every employee.

Acknowledgement

Your Directors acknowledge with deep sense of appreciation for the co-operation and support received from its customers, suppliers, financial institutions, bankers, various regulatory authorities, State Government and Central Government.

Your Directors also wish to convey their gratitude to the foreign investors and shareholders for their confidence reposed by them in the Company. We also wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: 29th July, 2011 Managing Director Executive Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report, together with the audited financial statements and the Auditors Report of your Company for the financial year ended 31 March 2010.

Financial Results

The performance of the Company for the financial year ended 31 March 2010 is summarised below:

(Rs. in lacs)

For the year ended For the year ended

31.03.2010 31.03.2009

Gross turnover 56,214.31 43,538.54

Other income 1,523.53 394.32

Total income 57,737.84 43,932.86 Operating profit 19,793.58 12,852.13

Interest and finance charges 2,788.10 1,902.29

Depreciation 2,480.30 1,572.28

Profit before tax & exceptional item 14,525.18 9,377.56

Exceptional item - 3,060.21

Profit before tax 14,525.18 6,317.35

Provision for tax

Current Tax 2,488.00 710.00

Fringe Benefit Tax - 22.00

Deferred tax 3,755.92 984.49

MAT credit entitlement -2,452.72 -76.79

Profit after tax 10,733.98 4,677.65

Add: Surplus brought forward 12,032.92 8,740.69

Surplus available for appropriation 22,766.90 13,418.34

Appropriations

Transfer to General Reserve 1,500.00 1,000.00

Dividend for earlier year - 6.80

Proposed Dividend 385.73 322.63

Corporate Dividend Tax 64.07 55.99

Balance carried to balance sheet 20,817.10 12,032.92

Dividend

Your Directors have recommended payment of dividend of Re.1/- per share on 3,85,73,257 Equity Shares of Rs. 10/- each for the financial year 2009-10, subject to approval of members at the ensuing annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 449.80 lacs as against Rs. 385.42 lacs in the previous year.

The dividend as proposed is in accordance with the Companys policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Companys growth plans and intent to achieve optimal financing of plans through internal accruals.

Operations

During the year under review, your Company recorded gross turnover of Rs. 56214.31 lacs, against Rs. 43538.54 lacs in the previous year, representing an increase of 29.11% over the previous year. The net profit for the financial year ended 31 March 2010 recorded an increase of 129.47% to Rs. 10733.98 lacs from Rs. 4677.65 lacs in the previous year.

Windmills

During the year 2009-10, the performance of Windmills at Dhule in Maharashtra remained satisfactory and it generated Wind Energy of 38,51,040 KWH Units as compared to 36,65,906 KWH Units of Wind Energy in previous year. The revenue generated of Rs. 150.52 lacs as compared to Rs. 137.58 lacs in previous year.

Subsidiary and Joint Venture

Himadri Global Investment Ltd

Himadri Global Investment Ltd is the Companys wholly-owned subsidiary. The financial statements of the subsidiary company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this Report. The Company has reported a net loss of Hong Kong $ 23170 for the year ended 31 March 2010, this is basically on account of payment of auditors fees and other statutory charges, as the company is non operational during the year.

Shandong Dawn Himadri Chemical Industry Company Limited (“SDHCICL")

The company has begun the process of setting up green field project in China through its wholly owned subsidiary company i.e. Himadri Global Investment Limited (HGIL) for manufacture of coal tar pitch in Longkou, Shandong Province, China. SDHCICL is a Joint Venture Company with 94% share holding by HGIL.

Consolidated financial statement

As stipulated in the Listing Agreement with stock exchanges, the Company prepared consolidated financial statements in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

Expansion, modernisation and diversification Carbon Black

After successful completion of 50,000 MTPA in 1st phase of expansion programme during the year, the company embarked upon further expansion to manufacture Carbon Black at Mahistikry, Hooghly, W.B.

Captive Power Plant

During the year under review, the company has successfully commissioned captive power plant of 12 MW at Mahistikry, based on waste heat gas generated during the process of manufacture of carbon black. The company with a view to make the proposed expansion of Carbon Black project, viable and cost effective has proposed to expand the capacity of its power plant.

The cost of these expansions will be partly financed by Equity, term loans and partly through internal accruals.

Finance

Allotment of shares upon conversion of warrants During the year 2009-10, the Company allotted 4,12,000 equity shares of Rs. 10 each at a premium of Rs. 416 per share upon conversion of equal number of warrants issued to Citigroup Venture Capital International Growth Partnership Mauritius Limited in the year 2007-08. The Company has received the balance final consideration of Rs. 177.16 lacs on allotment of these shares, which was utilised for capital expenditure.

Preferential issue of shares

The company with an object to part finance its expansion plans and to meet the increased demand of working capital during the year has mobilised funds of Rs. 252.40 Crore by means of issue and allotment of 63,10,000 equity shares of Rs. 10/- each to Bain Capital India Investments, on preferential basis at price of Rs. 400/- per share, in terms of the special resolution passed by the shareholders at the Extra Ordinary General Meeting held on 29 January 2010

Consequently, the subscribed, issued and paid up capital of the company has been increased to Rs. 38,57,32,570/- divided into 3,85,73,257 equity shares of Rs. 10/- each. These additional shares issued during the year have been listed at the Stock Exchanges of BSE and NSE.

Foreign Currency Convertible Bond (FCCB)

During the year 2009-10, the company has issued Foreign Currency Convertible Bond (FCCB) for aggregate value of USD 7.00 millions to International Finance Corporation (IFC) for financing its carbon black project including captive power plant and coal tar pitch expansion project at Mahistikry in West Bengal.

Foreign Currency Loan (ECB)

During 2009-10, the Company has availed foreign currency loan (ECB) of USD 7 millions from International Finance Corporation (IFC) and USD 10 millions from DBS Bank Limited to finance its carbon black project including captive power plant and coal tar pitch expansion project at Mahistikry in West Bengal.

Authorised capital

During the year 2009-10, the company with a view of giving effect to the various capital raising proposals has increased the authorised capital existing from Rs. 50 Crore to Rs. 70 Crore by way of passing an ordinary resolution through the postal ballot held pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2001.

Working Capital

During 2009-10, the Company has been sanctioned enhanced working capital facilities under multiple banking arrangements from DBS Bank Limited and ICICI Bank Limited. The Company has been regular in servicing these debts.

Credit Rating by CARE

During the year under review, Credit Analysis & Research Ltd (CARE) assigned the Company with a CARE AA- for its Long Term bank facilities and Non Convertible Debenture and PR1+ for its short term bank facilities and Short Term debt (including commercial paper).

Capital expenditure

During 2009-10, the Company incurred a capital expenditure of Rs. 123.86 Crore (excluding Capital work-in-progress).

Directors

Mr. B. P. Dhanuka, was appointed as additional Director on the Board with effect from 28 January 2010. The company has received notice from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose Mr. B. P. Dhanuka, to be appointed as Director of the Company at the ensuing annual general meeting of the company and accordingly the resolution for appointment of Mr. Dhanuka, is placed before the members for their consideration.

Mr. S. K. Goenka, an Independent Director of the Company has resigned during the year.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. D. P. Choudhary and Mr. S. K. Saraf, Directors of the Company, retire by rotation and are eligible for reappointment. Particulars of the Directors seeking reappointment are given in annexure to the notice.

Conservation of energy, technology absorption and foreign exchange earning and outgo Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure “A" to the Directors Report.

Particulars of employees

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees ) Rules, 1975 as amended, regarding employees is given in Annexure “B" to the Directors Report.

Corporate Governance

Your Directors strive to attain high level of Corporate Governance while interacting with all the stakeholders. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a separate section on Corporate Governance, together with a certificate from the Companys Auditors, confirming the compliance of conditions of Corporate Governance, is given in Annexure hereto forming part of this Report.

Management discussion and analysis

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Directors responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii. We have selected such 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 that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company assets and for preventing and detecting fraud and other irregularities;

iv. We have prepared the annual accounts on a going concern basis.

Public deposit

The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the financial year 2009-10.

Auditors

The Statutory Auditors M/s. S. Jaykishan, Chartered Accountants, retires at the ensuing Annual General Meeting and are eligible for reappointment. The Company received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1-B) of

the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

With reference to the observation made by the Auditors regarding fixed assets records, we are to state that the Company maintains proper records of the fixed assets, whereas the details of certain fixed assets are under compilation. The efforts are being made to complete these records at the earliest

Listing on stock exchanges

The Companys equity shares continued to be listed on the Bombay Stock Exchange Limited (BSE), the National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Association Limited (CSE) and the Company regularly pays the listing fees to the stock exchanges.

Dematerialisation of shares

There were 3,74,79,104 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2010, representing 97.16% of the total paid-up capital of the Company. The Companys equity shares are compulsorily required to be traded in dematerialised form; therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Industrial relations

The industrial relations across all the works / units and factories of the Company continued to be cordial during the year under review. The management, with a view to build a strong and efficient human capital in the Company, endeavors to provide excellent work environment and full motivation to every employee.

Acknowledgement

Your Directors wish to place on record their appreciation for the continued support and cooperation extended to the Company by its customers, shareholders, bankers, suppliers, various regulatory and government authorities and other business associates. Your directors wish to place on record their sincere appreciation for the commitment, dedication and hard work put in by every employee of the company for their contribution towards the progress of the company.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: 28th May, 2010 Managing Director Executive Director