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:

>. Subsidiaries

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

*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:

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:

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.

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

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

(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.

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)