Hindustan Zinc has a robust portfolio of products including zinc,
lead and silver, and value-added products including continuous
galvanising grade (CGG), special high grade (SHG) jumbos and other
die-cast alloys. With more than 50 years of operational experience,
the Company’s steadfast focus remains on delivery and enhancing
stakeholder’s value through exploration, responsible mining and
operational excellence while prioritising the safety of our people
and conservation of scarce natural resources through technology
and innovation.

With a total R&R base of 453.2 million tonnes and an average zinc-
lead grade of c.7%, the Company’s mine life is over 25 years and our
fully integrated zinc operations currently hold c.77% market share in
India’s primary zinc industry.

Uniquely Positioned in the Metals and Mining Landscape

Your Directors are pleased to inform you that
Hindustan Zinc has demonstrated commendable
overall performance with robust operational metrics
and improved ESG foothold through emphasis on
safety-first culture and responsible business activities,
supported by regular stakeholder engagement. With
this multi-faceted proactive approach towards its
hyperopic strategy, the Company has shown resilience
against the strong market headwinds.

Business Highlights

Your Company maintained exceptional performance
throughout the year, achieving significant operational
milestones. Ore production for the full year was
16.33 million tonnes, and mined metal production
recorded its historic high of 1,095 kt, up 1% YoY, driven
by improved mined metal grades and mills recovery.
Mine development as required for catering to the

production requirements and securing future resource
base, stood at 96 km for the year.

The Company has achieved its ever highest refined
metal production of 1,052 kt, supported by strong mined
metal production, better plant availability and operational
parameters. The saleable silver production stood at
687 MT during the year.

Operational Performance:

Production

For the full year, ore production was at 16.33 million
tonnes, marginally down YoY, on account of lower
production at Rajpura Dariba, Sindesar Khurd & Rampura
Agucha mines which were down 13%, 3% and 3%
respectively, partly offset by strong production growth at
Zawar & Kayad, which were up 4% and 23% respectively.
FY2025 saw the best-ever mined metal production of
1,095 kt compared to 1,079 kt in the previous year, driven
by improved mined metal grades and mills recovery.

For the full year, we saw our highest metal production
at 1,052 kt in line with consistent mined metal flow from
mines, better plant availability and other operational

parameters, while silver production was down 8% at
687 MT, impacted by change in mining sequence and
lower silver input from Sindesar Khurd mine in line with
mine grade.

The Company generated 4,033 million units of thermal
based power in FY2025. Total green power generation
was 667 million units as compared to 696 million units in
FY2024. The Company has also sourced 307 million units
of renewable energy from Serentica Renewables India Pvt.
Ltd., taking the renewable energy share to c.13% of the
overall power requirement during the year.

Sales

During the year, the Company achieved its highest ever
domestic refined zinc metal sales of 603 kt as against
580 kt last year, up 4%, taking the domestic primary zinc
market share to c.77%, while export sales for the year
stood at 225 kt as compared to 238 kt a year ago. The
aggregate sales increased by 1% as compared to the
previous year, in line with the production. Lead metal sales
in the domestic market were 166 kt, while export sales
were 59 kt leading to increase in aggregate sales by 4%
from a year ago, in line with the increase in lead metal

production. Silver sales were 687 MT in FY2025, almost all
in the domestic market.

Consolidated Financial Performance

Details of the Company’s annual financial performance
as published on the Company’s website and presented
during the Analyst Meet, after declaration of annual results,
can be accessed using the following link: https://www.
hzlindia.com/wp-content/uploads/Results-Presentation-
Q4FY25 v10.pdf

The above revenue and
production cost resulted in
profit before depreciation,
interest and tax (PBDIT) of
' 18,371 crore in FY2025, up
by 25% on account of higher
metal volume, better zinc
and silver prices, gains from
strategic hedging initiative
and favourable exchange rate
partly offset by lower lead
prices & lower silver volume.

Revenue

The Company reported ‘revenue from operations’ including
other operating income of ' 34,083 crore, an increase
of 18% YoY primarily on account of higher metal volume,
better zinc and silver prices, gains from strategic hedging
initiative, and favourable exchange rate partly offset by
lower lead prices & lower silver volume.

The ‘other income’ was ' 983 crore during the year
compared to ' 1,074 crore in the previous year.

Production Cost

Zinc’s cost of production (COP), excluding royalty for
FY2025 was ' 88,960 (US$ 1,052) per tonne, lower by
4% YoY (in ' terms). The full-year COP showed significant
improvement, primarily driven by better overall metal
grades, higher by-product sales, and softened coal
and input commodity prices. Enhanced domestic coal
materialisation and an increased supply of renewable
energy further contributed to this positive outcome.

Operating margin

The above revenue and production cost resulted in profit
before depreciation, interest and tax (PBDIT) of ' 18,371
crore in FY2025, up by 25% on account of higher metal
volume, better zinc and silver prices, gains from strategic
hedging initiative and favourable exchange rate partly
offset by lower lead prices & lower silver volume.

Net profit

Net profit was ' 10,353 crore, up 33% YoY mainly on
account of higher PBDIT and a lower effective tax
rate of 23.6% vs 24.7% driven by one time reversal of
tax provisions, partly offset by higher depreciation &
amortisation, interest expense and exceptional items.

Earnings Per Share (EPS)

The EPS for the year was ' 24.50 per share as compared to
' 18.36 per share in FY2024.

Cash Flows

* Includes Cash & Equivalents (refer Note 11 of the Audited Financial
Statements), other bank balances excluding earmarked unpaid dividend
accounts balance (refer Note 12 of the Audited Financial Statements) and
Current & Non-Current Treasury Investments (refer Note 9 of the Audited
Financial Statements)

** Earnings before Interest, Tax, Depreciation and Amortisation expenses and
Income on investments

Gross Working Capital

Gross working capital represented by inventory, trade
receivables and other current assets decreased from
' 2,516 crore to ' 2,257 crore as of March 31, 2025,
primarily due to decrease in other current assets and trade
receivables. The working capital cycle was 25 days in
FY2025 as compared to 33 days in FY2024.

Gross Block

The gross block during the year increased from ' 43,684
crore to ' 48,425 crore. This was largely due to the
ongoing mining projects and other sustaining capex.

Capital Employed

The total capital employed as of March 31, 2025, was
' 14,495 crore, as compared to ' 13,465 crore at the end c
previous fiscal year.

I —r> Refer page 101 for description
Projects and Expansion Plan

As Hindustan Zinc advances in the journey towards 2 Mtpi
integrated metal expansion, several projects have been
undertaken throughout the year:

Ý A 160 ktpa roaster project at Debari is expected to be
commissioned in July 2025, further enhancing the metal
volume

Ý The cellhouse debottlenecking project to enhance the
metal capacity by 21 ktpa is in progress with completion
targeted by Q2FY26 for Dariba Smelting Complex and
Q3FY26 for Chanderiya Lead-Zinc Smelter

Ý A lead-silver recovery plant based on hot acid leaching
technology is under progress in Dariba, which enables
an additional recovery of 27 MTPA silver and its
commissioning is expected by Q4FY26

Ý Work on 510 ktpa fertiliser plant in Chanderiya is under
progress and the project is targeted to be completed by
Q1FY27

Ý The Company has also received requisite regulatory
approvals for Bamnia Kalan Mines in the previous year
and site work started in June 2024. The peripheral
boundary wall work is completed and excavation work is
under progress

Ý Board approved a major expansion project to enhance
the integrated refined metal capacity by 250 ktpa in
June 2025. This expansion includes establishing a new

integrated smelter with 250 ktpa capacity in Debari,
along with a leaching and purification plant, a cell house,
an additional 160 ktpa roaster, melting & casting, and
other required infrastructure. The plan also involves
concentrator expansion, several debottlenecking projects,
and mining development capabilities to boost capacity
and enhance mining and milling infrastructure

Dividend Distribution Policy and Dividend

During FY2025, the Company declared two interim
dividends amounting to ' 12,253 crore, details of which are
as under:

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) is available on the Company’s
website on https://www.hzlindia.com/wp-content/uploads/
Dividend-Policy-2016.pdf.

Credit Rating and Liquidity

CRISIL has reaffirmed the Company’s long-term rating
of AAA/Stable and short-term rating of A1 . The ratings
continue to reflect the Company’s low-cost operations,
strong market position, efficient and integrated operations,
high reserve & resource, and a strong balance sheet.

The Company follows a conservative investment policy and
invests in high quality debt instruments. As on March 31,
2025, the Company’s gross investments and cash & cash
equivalents were ' 9,482 crore.

II. SUSTAINABILITY GOALS AND HIGHLIGHTS
ESG Highlights

Health, Safety and Environment

Rooted in sustainability and ESG excellence, Hindustan
Zinc has consistently demonstrated its critical role as the
forerunner in clean energy transition metals. We have beer
recognised as global ESG leader in S&P Global Corporate
Assessment 2024 with us being ranked 1^st globally in
metals and mining sector for the second consecutive year.
With an improvement in overall score to 86, Hindustan Zin<
also got featured in Sustainability Yearbook 2024 amongst
the top 1% most sustainable organisations globally for the
second consecutive year.

With utmost commitment towards highest standards
in occupational health and safety, environment, and
governance, we constantly strive to uphold our position in
the global sustainability landscape.

Occupational Health & Safety

At Hindustan Zinc, ensuring the safety and well-being
of our employees and business partners remains our
top priority. We are committed to fostering a secure
work environment where every individual returns home
safely. Despite our steadfast adherence to our ‘Zero
Harm’ philosophy, we deeply regret the loss of three
business partner colleagues and one Hindustan Zinc
employee in work-related incidents over the past year.

A thorough root cause analysis was conducted for each
incident, reinforcing our continuous improvement efforts
in workplace safety. Our frontline leaders and safety
experts are actively involved in applying lessons from past
incidents, ensuring continuous learning and improvement.

To strengthen our fatality prevention strategy, we have
implemented several targeted safety initiatives. In
alignment with Vedanta’s vision of zero fatalities, we
introduced the Vihaan-Critical Risk Management (CRM)
Program, which proactively identifies high-risk activities

and applies critical controls to prevent fatalities. We have
also adopted the Infrastructure Inframatrix, a structured
framework that assesses, monitors, and controls top
infrastructure-related risks of our operations. This initiative
reinforces operational safety and reliability while enhancing
long-term efficiency. Complementing this, the Structural
Integrity Management Committee plays a crucial role in
identifying and mitigating structural risks. Using a criticality
ranking system, we evaluate infrastructure based on
condition and load, thus prioritising key risks.

Additionally, the Suraksha Kavach initiative has been
extended to smelting operations, addressing 15 high-risk
tasks in addition to 25 mining activities already covered.

We also facilitate external and internal workshops,
international and national recognised courses for our
employees and business partners for upgrading technical
and behavioural skills.

Hindustan Zinc maintains world-class rescue facilities
with advanced technology and highly trained personnel.

A key initiative is the inclusion of women rescuers,
enhancing preparedness and inclusivity in emergency
response. In FY2025, 23 women employees completed
intensive training in work-at-height and confined space
rescue operations.

We also prioritise occupational health management,

conducting regular medical examinations and industrial
hygiene assessments to mitigate exposure to hazardous
substances, noise, and air quality risks. In FY2025, over
1,300 industrial hygiene sample assessments were
conducted to ensure workplace safety.

Through proactive interventions, leadership accountability,
and cutting-edge technology, Hindustan Zinc continues to
set industry benchmarks in safety excellence.

Environment

Hindustan Zinc is committed towards environmental
conservation through reducing carbon footprint, lowering
air emissions, managing water and waste effectively, and
fostering biodiversity, etc., which are the important aspects
of our philosophy of responsible business operations.

Hindustan Zinc has received validation on its near-term anc
net-zero targets by the Science Based Targets initiative
(SBTi). Our targets include a commitment to reduce 50%
of absolute Scope 1 and 2 GHG emissions and further
reduction of 25% of absolute Scope 3 GHG emissions by
FY2030 from the base year FY2020 and further achieving
net-zero emissions across the value chain by FY2050.
These target ambitions have been approved by the SBTi in
line with 1.5°C trajectory.

Hindustan Zinc also became the first in the Indian metals
and mining sector to publish its Climate Action Report,
aligned with International Financial Reporting Standards
(IFRS) S2 - Climate-related Disclosures framework.

During the year, we have signed an incremental power
delivery agreement for renewable energy to increase
from 450 MW to 530 MW, and the project progress is
going well. In FY2025, we sourced c.13% of the renewable
energy against the overall power requirement across
the plants. The 530 MW RE-RTC will help in reducing our
GHG emissions significantly by 3.5 MtCO₂e per annum by
2028. The usage of renewable energy has also enabled
Hindustan Zinc to launch Asia’s first low carbon zinc,
EcoZen, which boasts a carbon footprint of less than

3 Battery-Electric Vehicles (BEVs) in our
underground operations at Sindesar
Khurd Mine.

10 EV trucks for interunit transport of goods.

Introduction of 3 EV stations as well as
deployment of 180 LNG-powered trucks in
partnership with Greenline.

1 tCO₂e per tonne of zinc produced, about 75% lower
than the global average.

Our initiatives in reducing our Scope 3 emissions
include deploying 3 battery-electric vehicles (BEVs) in
our underground operations at Sindesar Khurd Mine,

10 EV trucks for interunit transport of goods,
introduction of 3 EV stations as well as deployment of
180 LNG-powered trucks in partnership with Greenline,
for upstream & downstream transportation, which has
resulted in avoidance of 1,066.15 tCO₂e in FY2025.

A 4,000 KLD water treatment plant was commissioned
at Rampura Agucha Mine in FY2025. The plant will
result in reduction of freshwater dependency, aligning
with the vision of becoming 5 times water positive by
2025. The dry tailing plant at Rajpura Dariba Mine has
been operational since September 2024 and will result

in a significant amount of water recovery from the tailings,
making this our second unit generating dry tailings after
Zawar Mines.

We had a 3-year engagement with International Union for
Conservation of Nature (IUCN) for preparing biodiversity
management plans (BMPs) for all of our locations except
the Pantnagar Metal Plant, supporting Hindustan Zinc to
achieve its target of no net loss of biodiversity against a
2020 baseline.

The first fuming furnace which has been commissioned
at Chanderiya Lead Zinc Smelter (CLZS), has helped us in
improving metal recovery and reducing the generation of
jarosite waste. As a significant achievement in our pursuit
of reducing waste by improving efficiency, Hindustan
Zinc received an Indian patent titled as ‘Method for
manufacturing of paver block and bricks from industrial
waste’.

We have also partnered with Indian Institute of Technology
(IIT) Madras and Jawaharlal Nehru Centre for Advanced
Scientific Research (JNCASR) to develop sustainable
energy storage solutions. IIT Madras is creating a 1 kWh
rechargeable zinc-air battery prototype, offering a cost-
effective and durable alternative to lithium-ion batteries.
This collaboration aims to enhance the viability of zinc-
based batteries for a sustainable energy future.

We organised a series of training sessions called
“Wednesday for Transition”, which were designed to
provide suppliers with essential knowledge on ESG
(Environmental, Social, and Governance) topics like
biodiversity, safety, materiality, etc.

We had a 3-year engagement with
International Union for Conservation
of Nature (IUCN) for preparing
biodiversity management plans
(BMPs) for all of our locations
except the Pantnagar Metal Plant,
supporting Hindustan Zinc to
achieve its target of no net loss
of biodiversity against a 2020
baseline.

Our sustainability-related activities received

several endorsements during the year:

Ý Our Sustainability Report 2023-24 ranked
1^st globally in the Materials category, earning
a Platinum award in the LACP Vision Awards
2023/24

Ý Rajpura Dariba Complex received Scope 1 Water
Positive Aspiring Company Certificate

Ý Hindustan Zinc was honoured with ICC
Sustainability Excellence Award in Manufacturing
sector

Ý The Company won ESG Excellence Award 2024
at KPMG ESG Conclave

Ý Hindustan Zinc was featured in TIME’s Top 500
World’s Most Sustainable Companies 2024

Ý The Company won BW Business World’s
Sustainability Awards 2024 for leading the
Sustainability Charter in India’s Energy and
Mining Industry

Ý Hindustan Zinc was recognised as Green Leader
Supplier by Larsen & Toubro

Ý The Company won Inspirational Sustainability
Performance Award by Amara Raja

Corporate Social Responsibility (CSR)

The Company’s CSR initiatives passionately focus on
community upliftment by strengthening the local economy
and improving the quality of life by working in the areas of
education, sustainable livelihoods, women empowerment,
health, water & sanitation, sports & culture, environment &
safety and community assets creation. Please refer to the
community development chapter in the Integrated Annual
Report, located on page 186, for further information.

1. Over 1.3 lakh training hours, including
over 30k hours of digital learning

2. Collaboration with institutions like 11M
Udaipur and NIT Rourkela for providing
specialised expertise

3. 90 executives graduated through our
work integrated learning program in
partnership with BITS Pilani and IIM
Udaipur

4. Recognition through DRONA and other
such awards to nurture a culture of
continuous learning

1. Impacted over 250 employees, including
Technical and Business Stars and
Safety Champions, through Ambavgarh
Dialogue.

2. Connecting employees with industry
leaders and change-makers nationwide
through Leaders Unplugged

3. Promoted 26 Technical and 7 Business
Stars to higher roles with expanded
responsibilities through ACT-UP
(Accelerated Competency Tracking and
Upgradation Programme)

4. Comprehensive assessments like
360-degree feedback for over 200
executives and creation of 250 talent
cards through Talent Review Council

5. Selected 31 leaders for critical roles in
smelting operations and asset integrity
through SHIKHAR

6. Institutionalised analytics cell,
ACCELERATORS, to drive key strategic
pillars like economic analysis, zinc market
insights, new business opportunities, and
competitor benchmarking

7. Covered over 200 anchors and proteges
through our flagship mentoring program,
GURU CHAKRA

PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial
Personnel, and the executive management team during
FY2025 was in accordance with the Nomination and
Remuneration Policy of the Company. 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 as
Annexure X.

In terms of the provision of Section 136 of the Act
and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Report and the Financial Statements are being sent to
the Members of the Company excluding the statement of
particulars of employees.

The said information is available for inspection through
electronic mode. Any member interested in obtaining
such information may write to the Company Secretary and
the same will be furnished upon such request.

In line with the internal guidelines of the Company, no
payment is made towards commission to the Executive
Director of the Company, who is in full time employment
with the Company.

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

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
workplace and has an Internal Complaints Committee
(“ICC”) in compliance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Members of the Corporation’s
ICC are responsible for conducting enquiries pertaining
to such complaints. Such policy broadly covers the
viewpoints below:

Ý Promote a workplace based on equality & respect

Ý Provide a safe and congenial work environment

Ý Awareness & sensitisation about sexual harassment
at the workplace

Ý Prevent sexual harassment

Ý Provide formal and informal mechanism for redressal
in case of complaint of sexual harassment at the
workplace

Ý Define the implications and outcome of sexual
harassment

Ý Ensure protection against retaliation to
complainants, witnesses, Committee members
and other employees involved in prevention and
complaint resolution

In line with the internal guidelines
of the Company, no payment is
made towards commission to the
Executive Director of the Company,
who is in full time employment with
the Company.

To ensure that ICC is well acquainted with the knowledge
of investigation under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, Hindustan Zinc organised a 1-day training workshop
for all the ICC members by an external expert.

V. RISK MANAGEMENT

The businesses are exposed to a variety of risks, which
are inherent to a global natural resources organisation,
and we understand that it is imperative for an organisation
to manage its risk for achieving strategic goals. As part
of our governance philosophy, the Board has an Audit
& Risk Management Committee to ensure a robust risk
management system. The details of the Committee and its
terms of reference are set out in the Corporate Governance
Report, which forms part of this Annual Report.

At Hindustan Zinc, we are determined to ensure that our
system is robust and proactive to successfully apprehend
risks and mitigate them before they play out. We, therefore,
have a strong sustainable risk management framework,
supported by SAP-based tools to allow transparent risk
reporting and escalations. Risk prioritisation criteria are
clearly defined and mapped across different functions,
categories and activities along with the likelihood of
potential impact. Risks are continually evaluated for timely
implementation of mitigation measures.

Risk Management Framework

The risk management framework provides a rationalised
approach to identify, discuss, measure, and manage vital
opportunities and risks that the enterprise faces. It details
the guidelines to enable business units and corporate
functions across the Company to manage risks, while
pursuing the Company’s strategy. Please refer to the risk
management chapter in the Integrated Annual Report,
located on page 68, for further information.

Internal Financial Control Systems and their adequacy

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by

VI. SUBSIDIARIES/JOINT VENTURES

As on March 31,2025, your Company has 5 wholly-owned
subsidiaries (“WOS”) and 1 joint venture (“JV”) as per
the Companies Act, 2013 (“the Act”) which have been
classified as subsidiaries/JVs under Indian Accounting
Standards (Ind AS). Same are as follows: -

During the year under review, Vedanta Limited, the
holding company had reduced its shareholding from
64.92% to 63.42%.

The Company has no material subsidiaries during the
year under review. In terms of the Listing Regulations,
as amended from time to time, the Company’s policy for
determining material subsidiary may be accessed at
https://www.hzlindia.com/wp-content/uploads/HZL-Policy-
for-Determing-Material-Subsidiaries.pdf

Further, the statement on the performance and financial
position of each subsidiary and joint venture and salient
features of their financial statements in the prescribed
Form AOC-1 is annexed to this annual report.

VII. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest
standard of corporate governance practices at all times
by staying true to its core values of transparency and
accountability in all its engagements, which are the two
basic tenets of corporate governance. We consider it
our inherent responsibility to protect the rights of all our
stakeholders and disclose timely, adequate, and accurate
information regarding our financials and performance, as
well as the leadership and governance of the Company.

Your Company is dedicated to enhancing long-term value
for all stakeholders while upholding integrity, fulfilling
societal obligations, protecting the environment, and
adhering to regulatory requirements. Our actions are
guided by our core values and principles, which are
consistently reinforced throughout the organisation. These
principles have always been and will continue to be our
guiding force in the future. As a Company deeply rooted in
values and commitment, we believe that profitability should
be aligned with our responsibility towards all stakeholders.

Corporate Governance Report

As a listed company, necessary measures are taken
to comply with the Listing Regulations. The Corporate
Governance Report forms part of this report.

Business Responsibility & Sustainability Report

The Business Responsibility and Sustainability Report
describing the initiatives taken by the Company from an
environmental, social and governance perspective, also
forms a part of this report.

Directors and Key Managerial Personnel

The Board of Directors is the apex body constituted
by shareholders for overseeing the Company’s overall
functioning. The Board provides strategic direction and
leadership and oversees the management policies and
their effectiveness looking at long-term interests of
shareholders and other stakeholders.

DIRECTORS

Appointments

The appointment of all members of the Board of Directors
is made by the shareholders, either at the Annual General
Meeting (AGM), Extraordinary General Meeting (EGM), or
through a Postal Ballot, in accordance with the applicable
governance procedures.

Mr. Vivek Kumar Bajpai (DIN: 10717439), as Government
Nominee Director

During FY2025, based on the recommendation of the
Nomination and Remuneration Committee and approval
of the Board through a circular resolution passed on July
24, 2024, Mr. Vivek Kumar Bajpai (DIN: 10717439) was
appointed as the Government Nominee Director of the
Company with effect from July 24, 2024. The same was
approved by the shareholders of the Company through
postal ballot resolution on September 05, 2024.

Mr. Dinesh Mahur (DIN: 10862645), as Government
Nominee Director

During FY2025, based on the recommendation of the
Nomination and Remuneration Committee and approval
of the Board through a circular resolution passed on
December 05, 2024, Mr. Dinesh Mahur (DIN: 10862645)
was appointed as the Government Nominee Director of the
Company with effect from December 05, 2024. The same
was approved by the shareholders of the Company through
postal ballot resolution on January 19, 2025.

Cessations

Ms. Farida M. Naik as Government Nominee Director

Ms. Farida M. Naik ceased to be Government Nominee
Director with effect from July 24, 2024, pursuant to the order
received from the Ministry of Mines, Government of India.

Ms. Veena Kumari Dermal as Government Nominee
Director

Ms. Veena Kumari Dermal ceased to be Government
Nominee Director with effect from December 05, 2024,
pursuant to the order received from the Ministry of Mines,
Government of India.

Further changes during FY2026:

1. Mr. Akhilesh Joshi ceased to be a Non-Executive
Independent Director of the Company upon completion
of his second and final term on July 31, 2025.

The Board of Directors, based on the recommendation
of the NRC, has approved the appointment of Mr. Anoop
Kumar Mittal (DIN: 05177010) as a Non-Executive
Independent Director for a first term of 2 years from
August 1,2025, to July 31,2027, subject to shareholder
approval at the 59^th Annual General Meeting.

2. Ms. Nirupama Kotru ceased to be the Non-Executive
Nominee Director effective July 25, 2025, following
an order from the Ministry of Mines, Government of
India. On the same date, Mr. Ashish Chatterjee (DIN:
07688473) was appointed as the Non-Executive
Nominee Director, pursuant to the Ministry’s order.

Director retiring by rotation

Pursuant to the provisions of section 152 of the Act,

Ms. Priya Agarwal (DIN: 05162177), Chairperson, Non¬
Executive Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM)

BOARD EFFECTIVENESS
Familiarisation Programme for Directors

The Board members are provided with necessary
documents, reports and internal policies to enable them to
familiarise themselves with the Company’s operations, its
procedures and practices. Periodic presentations are made
at the Board and Board Committee meetings, on business

and being eligible, seeks re-appointment. The necessary
resolution for re-appointment of Ms. Priya Agarwal forms
part of the Notice convening the ensuing AGM scheduled
to be held on Monday, August 25, 2025.

KEY MANAGERIAL PERSONNEL
Appointments/Cessations

In terms of Section 203 of the Act, Mr. Arun Misra, CEO &
Whole-time Director and Mr. Sandeep Modi, Chief Financial
Officer, continue to hold their positions as Key Managerial
Personnel of the Company as on March 31,2025.

Ms. Harsha Kedia resigned from her position as the
Company Secretary & Compliance Officer with effect from
the close of business hours on October 28, 2024.

Based on the recommendation of the Nomination &
Remuneration Committee and the Board of Directors,

Ms. Aashhima V Khanna, was appointed as the Company
Secretary & Compliance Officer (Key Managerial Personnel
(KMP)) with effect from January 28, 2025.

Board and Committees

The Board met seven times during the year under review.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and the
Listing Regulations. The Committees of the Board usually
meet the day before or on the day of the Board meeting, or
whenever the need arises for transacting business.

A detailed update on the Board, its committees, their
composition, terms and reference, meetings held during
FY2025, and the attendance of each director is detailed in
the Corporate Governance Report, which forms part of this
Integrated Annual Report.

As on March 31,2025, the Board has six committees.

and performance of the Company, global business
environment, business strategy, risks, safety, health and
environment, and ESG & sustainability etc. The details of
the familiarisation program are provided in the Corporate
Governance Report forming part of this Annual Report and
can also be accessed on the website of the Company at
www.hzlindia.com.

Annual Board Evaluation

The NRC has devised a criteria for evaluation of the
performance of the Directors including the Independent
Directors. The said criteria provide certain parameters like
attendance, acquaintance with business, communication
inter se between Board members, effective participation,
domain knowledge, compliance with the Code of Conduct,
vision and strategy, benchmarks established by global
peers etc., which is in compliance with applicable laws,
regulations and guidelines.

The annual Board evaluation of the performance of the
Board for FY2025 was carried out with the help of an
external agency. During the year, the Company had
engaged a leading consulting firm, for carrying out the
performance evaluation of all the Board members, the
Board as a whole and of various Committees. It was
facilitated by way of an online structured questionnaire.
The evaluation parameters and the process have been
explained in the Corporate Governance Report.

Feedback Mechanism

The results of evaluation showed high level of commitment
and engagement of the Board and its various Committees.
The Board was satisfied with overall performance and
effectiveness of the Board, Committees and individual
Directors and appreciated the Company’s ethical
standards, transparency, and progress on sustainability
and ESG during the year.

The Board members also provided their inputs for further
enhancing the overall effectiveness of the Board and the
Committees. It was noted that the Board, as a whole, is
functioning in an effective and cohesive manner.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

Based on the recommendation of Nomination and
Remuneration Committee (“NRC”), the Board has
approved the Nomination and Remuneration Policy which
enumerates the criteria for assessment and appointment/
re-appointment of Directors and KMP’s on the basis of
their qualifications, knowledge, skills, industrial orientation
independence, professional and functional expertise
among other parameters with no bias on the grounds of
ethnicity, nationality, gender or race or any other such
discriminatory factor.

The Nomination and Remuneration Policy was reviewed
and revised by the Board of Directors on recommendation
of the Nomination and Remuneration Committee in its
meeting held on April 19, 2024, with a view to align the
policy with the latest legal provisions.

The policy sets out the guiding principles for the
compensation to be paid to the Directors, KMP’s and
the executive management team; and it also provides
for implementation of Board familiarisation, diversity,

performance evaluation and succession planning for
cohesive leadership management.

Detailed Company’s policy on appointment of Directors
and their remuneration is available on the Company’s
website https://www.hzlindia.com/wp-content/uploads/
HZL-Nomination-Remuneration-Policy final-19.04.2024.pdf

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has, inter alia, received the following
declarations from all the Independent Directors confirming
that:

a. they continue to meet the criteria of independence as
prescribed under the provisions of the Act, read with
the Schedule and Rules issued thereunder and the
Listing Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV of the
Companies Act, 2013.

The Board of Directors of the Company have taken on
record the declaration and confirmation submitted by
the Independent Directors after due assessment of the
credibility of the same.

In terms of Section 150 of the Act read with Rule 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs (“IICA”).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has in place proper systems to ensure
compliance with the provisions of the applicable secretarial
standards issued by The Institute of the Company
Secretaries of India and such systems are adequate and
operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The ‘Strategy and Performance Overview’ section of this
Integrated Annual Report gives a detailed information
on the Company’s strategy, operations and the market in
which it operates including industry-wide developments,
product-wise performance and outlook. It also discusses
the key performance indicators, ratio analysis and financial
performance with respect to operational performance.

The ‘Operating Context and Value Creation’ section of
this Integrated Annual Report discusses the operating
context, risks and concerns and risk management strategy
of the Company. The initiatives and material development
in the areas of human resources/industry relations and
sustainability are covered in the ‘Environmental, Social and
Governance’ chapter of this Integrated Annual Report.

VIII. AUDIT REPORTS AND AUDITORS
Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No. 301003E/E300005) have been
appointed as the Statutory Auditors of the Company at
the 55^th Annual General Meeting (AGM) to hold office for a
period of 5 years, i.e. until the conclusion of the 60th AGM
to be held in 2026.

The auditors have confirmed that they are not disqualified
from being re-appointed as statutory auditors of the
Company. Further, the report of the Statutory Auditors
along with notes to financial statements is enclosed to this
report. The notes on financial statements referred to in the
Auditors’ Report are self-explanatory and do not call for
any further comments.

The Statutory Auditors’ report for FY2025 does not contain
any qualification, reservation or adverse remarks which
calls for any explanation from the Board of Directors.

Secretarial Auditors

M/s Sanjay Grover & Associates, Practicing Company
Secretaries, New Delhi, (Firm Registration No.P2001DE052900)
had been appointed by the Board of Directors of the
Company on April 19, 2024, as Secretarial Auditors to
carry out the Secretarial Audit of the Company for FY2025.
The Company had received a certificate confirming their
eligibility and consent to act as the Secretarial Auditors.

Pursuant to SEBI Notification dated December 12, 2024,
and on the recommendation of the Board of Directors,
the appointment of M/s Sanjay Grover & Associates,
Practicing Company Secretaries, New Delhi, (Firm
Registration No. P2001DE052900) for the first term
of 5 years as the Secretarial Auditors of the Company
is proposed to be considered at the ensuing AGM for
approval of the shareholders.

The Secretarial Audit Report for FY2025 forms part of
this report and confirms that the Company has complied
with the provisions of the Act, Rules, Regulations
and Guidelines and that there were no deviations or
non-compliances except pertaining to shortage of
independent director on the Board.

Internal Auditors

M/s Deloitte Touche Tohmatsu India LLP, (LLPIN: AAE-
8458) had been appointed as Internal Auditors to carry
out the internal audit of the Company for FY2025.

The Company also has an independent in-house
management assurance system (MAS) team to manage
the group’s internal audit activity that functionally
reports to the Audit & Risk Management Committee.

Cost Auditors

M/s K.G. Goyal & Co., Cost Accountants (Firm’s
Registration No. 000017), had been appointed as Cost
Auditors of the Company for FY2025 to carry out audit
of the cost records of the Company. The Company
had received a certificate confirming their eligibility
and consent to act as the Auditors. The cost accounts
and records of the Company are duly prepared and
maintained by the Company as required under Section
148(1) of the Act pertaining to cost audit.

Auditors Certificate

• Certificate on the compliances with the conditions
of Corporate Governance (CG) as per provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, has
been issued by Sanjay Grover & Associates, practising
Company Secretaries and Secretarial Auditors of the
Company. The only adverse remark in CG certificate
is for not fulfilling the criteria of adequate number of
Independent Directors, for which the Company has
provided the adequate explanation.

• A certificate from Company Secretary in Practice
certifying that none of the Directors of the Company
are disqualified from being appointed as Directors as
specified under Section 164(1) and 164(2) of the Act

IX. OTHER DISCLOSURES
Related Party Transactions

In line with the requirements of the Act and the Listing
Regulations, your Company has formulated a policy
on related party transactions (RPTs) and the same can
be accessed using the following link: https://www.
hzlindia.com/wp-content/uploads/HZL RPT-Policy
Revised 21.04.2023.pdf.

During the year under review, all contracts/arrangements/
transactions entered with related parties were approved
by the Audit & Risk Management Committee of the
Company and were at arm’s-length and in the ordinary
course of business. Certain transactions, which were
repetitive in nature, were approved through omnibus
route. However, there were no material transactions of the
Company with any of its related parties as per the Act and
Listing Regulations which required shareholders’
approval. All RPTs are subjected to independent review
by a reputed accounting firm to establish compliance with
the requirements of RPTs under the Act and
Listing Regulations.

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is
annexed as Annexure-2.

Deposits

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the Balance Sheet.

Transfer to Reserves

The Company has NIL transfer to General Reserves out of
the profits during the period of reporting.

Debentures

During FY2025, your Company raised ' 500 crore through
issuance of Non-Convertible Debentures (“NCDs”) in three
separate transferable and redeemable principal parts of
face value of ' 1,00,000 each on private placement basis
as per the following details:

Annual Return

Pursuant to section 92(3) read with section 134(3)(a)
of the Act, the annual return as on March 31, 2025,
is available on the Company’s website https://www.
hzlindia.com/investors/reports-press-releases/

Particulars of Loans, Guarantees or Investments

Your Company has given loans and guarantees,
provided security and made investments within the
limits with the necessary approvals and in terms and
accordance with the provisions of Section 186 of the
Companies Act, 2013. The particulars of such loans and
guarantees given, securities provided, and investments
made are provided in the notes to the Financial
Statements.

Details of Applications made or any Proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the Financial Year

There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the period under review.

Material Changes affecting the Financial Position of
the Company

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of FY2025 and the
date of this report.

Significant or Material Orders passed by the
Regulators or Courts or Tribunals

There are no significant material orders passed by the
regulators or courts or tribunals impacting the going
concern status of the Company and its operations in
future during the period under review.

Change in nature or business of the Company

There is no change in the nature of business of your
Company during the year under review.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in Annexure I to this report.

X. INTEGRATED REPORT

The Company being one of the top companies in the
country in terms of market capitalisation, has voluntarily
provided integrated report, which encompasses both
financial and non-financial information to enable the
members to take well informed decisions and have
a better understanding of the Company’s long-term
perspective. The report also touches upon aspects
such as organisation’s strategy, governance framework,
performance and prospects of value creation based

on the six forms of capital viz. financial capital,
manufactured capital, intellectual capital, human capital,
social and relationship capital and natural capital.

The key initiatives taken by the Company with respect
to stakeholder engagement, ESG, Health and Safety of
employees has been provided separately under various
sections of this Integrated Annual Report.

XI. AWARDS AND ACCOLADES

Your Company continued its quest for excellence
in its chosen area of business to emerge as a true
global brand. Several awards and rankings continue
to endorse as a thought leader in the industry. Your
Company has received numerous prestigious awards
for its outstanding innovative work, drawing attention
with its impressive achievements. Its unwavering
commitment to excellence has led to recognition
across various platforms, serving as a testament to its
ethical practices, sustainable approach, and a well-
established, professional work environment.

The details of the awards and recognitions secured
by the Company have been highlighted in a separate
section in the Integrated Annual Report.

XII. ACKNOWLEDGEMENTS

Your Company’s business is deftly managed by an
adroit set of leaders with global and diverse experience
in the sector in order to accomplish the mission of
carving our niche as the leading global natural resource
Company. The professionally equipped and technically
sound management has set progressive policies and
objectives, follows best global practices, all with a
plausible vision to take the Company ahead to the
next level.

The Board thanks the customers, vendors, investors,
business partners, worker unions, auditors and bankers
for their continued support during the year. The Board
places on record its appreciation of the contribution
made by employees at all levels. The Company’s
resilience to meet challenges was made possible by
their hard work, solidarity, commitment and support.

The Board thanks the Government of India, the State
Government(s) where Hindustan Zinc has its operations,
and other regulatory authorities and government
agencies for their support and looks forward to their
continued support in the future.

For and on behalf of the Board of Directors

Arun Misra Kannan Ramamirtham

CEO & Whole-time Director Director

DIN :01835605 DIN :00227980

Udaipur Mumbai

Date: April 25, 2025