Dear Shareholders,

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

1. Financial Highlights

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

2. Performance Highlights i) Financial Performance - Standalone

The Company has achieved total revenue from operations of H 4,59,580.34 Lakhs for the financial year ended 31 March 2025 as against H

4,18,489.03 Lakhs for the financial year ended 31 March 2024 representing an increase of 10% because of increase in volume, operational efficiency and change in product mix and geographical mix. Sales volume increased by 16%. The earnings before interest, taxes, depreciation, and amortization (‘EBITDA') for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was H 84,354.83 Lakhs as compared to H 63,236.24 Lakhs for the previous financial year. EBITDA for the year increased by 33% due to the increase in volume, operational efficiency and change in product mix and geographical mix. During the financial year 2024-25, the Company earned a profit after tax of H 55,807.05 Lakhs as compared to H 41,099.54 Lakhs in the previous financial year representing an increase of 36%. ii) Financial Performance - Consolidated

On a consolidated basis, the total revenue from operations in the financial year 2024-25 increased by 10% to H 4,61,263.12 Lakhs from

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

3. Dividend

In terms of Dividend Distribution Policy of the Company, the Board has recommended a dividend of H 0.60 per equity share having face value of H 1 each (i.e. @ 60% per equity share of face value H 1 each) for the financial year ended 31 March 2025 (Dividend for financial year 2023-24 @ H 0.50 per equity share of H 1 each) out of its' current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as ‘AGM') of the Company. The Dividend payout during the financial year ended 31 March 2025 was H 2,467.58 Lakhs (previous year: H 1,081.95 Lakhs). The dividend, as recommended by the Board, if approved at the ensuing AGM, will be paid to those Members, whose name shall appear on the Register of Members as on the Record Date as shall be mentioned in the Notice of AGM. If approved, the dividend shall be paid within 30 days from the date of declaration as per the relevant provisions of the Companies Act, 2013 (hereinafter referred to as ‘Act'). As of the date of signing of this Report, the date/ time/ venue of AGM and the Record Date was yet to be decided. The same will be decided in due course of time and the necessary communication in this regard would be duly issued.

The dividend would be paid to all the equity shareholders, whose names would appear in the Register of Members / list of Beneficial Owners on the Record Date to be determined for the purpose of dividend. In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations'), the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at: https://www. himadri.com/home/uploads/govnce_report/code_ policy/dividend-distribution-policy-10.02.2023.pdf Pursuant to the provisions of the Income-tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after the necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.

4. Reserves and Surplus

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

5. 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_policy/policy-for-determining-material-subsidiaries-10.02.2023.pdf

A report on the performance and financial position of each of the subsidiaries as per provisions of sub-section (3) of Section 129 of the 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.

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

Fortheremaining1,06,57,000warrantsoutstanding as on as on 31 March 2025 for which the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

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

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the Postal Ballot dated 19 April 2024. Further, there is no category wise variation between projected utilisation of funds and the actual utilisation of funds.

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

Pursuant to the approval of the Board at its meeting held on 20 March 2024 and approval of the Members of the Company obtained via special resolution passed through Postal Ballot on 19 April 2024, the Company, on

17 May 2024 had allotted 7,96,446 equity shares of the Company having face value of H 1 each, at a price of H 316 per equity share (including a premium of H 315) per equity share on a preferential basis for consideration other than cash towards payment of H 25,16,76,936

(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.

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 incurredanydisqualificationunderSection164(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 36th 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 36th AGM of the Company held on 20 June 2024.

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

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

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

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

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

Director retiring by rotation

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

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

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

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 8 April 2025 received from Mr. Rajarshi Ghosh, Company Secretary in Practice (CP No: 8921) certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

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

13. Meetings of the Board

The Board met 7 (Seven) times during the financial year 2024-25. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.

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

14. Declaration from Independent Directors

During the financial year 2024-25, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

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

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

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

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

16. Directors' Responsibility Statement

Based on internal financial controls, work performed by the Internal Auditors, Statutory Auditors, Cost Auditor and Secretarial Auditor, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(3)

(C) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31 March 2025:

a. In the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors have selected suitable accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. The Directors have taken proper and sufficient careforthemaintenanceofadequateaccounting 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-policy-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 theBoardDiversityPolicywhichsetsouttheapproach 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 28th 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

(i) Statutory Auditors

M/s Singhi & Co, Chartered Accountants (FRN 302049E), the Statutory Auditors of the Company were appointed at the 34th AGM held on 28 September 2022 for the term of 5 (Five) consecutive years from the conclusion of the 34th AGM till the conclusion of the 39th AGM to be held for the financial year 2026-27. The Report given by M/s Singhi & Co, Chartered Accountants on the financial statements of the Company for the financial year 2024-25 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

(ii) Secretarial Auditor

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

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

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

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

(iii) Cost Auditor

Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company submitted the Cost Audit Report for the year 2023-24 within the time limit prescribed under the Act and Rules made thereunder.

During the Period under review, pursuant to Section 148 of the Act read with the Rules framed thereunder, the Board has re-appointed Mr. Sambhu Banerjee, Cost Accountants, to conduct an audit of the cost records of the Company for the financial year 2024-25.

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

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

(iv) Internal Auditors

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

25. Maintenance of Cost Records

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

26. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Vigil Mechanism

/ Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at https://www. himadri.com/home/uploads/govnce_report/code_ policy/1744099263_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)oftheActinformAOC-2isgivenin AnnexureVI 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_policy/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 37th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-Voting have been provided in the notice convening the meeting.

41. Prevention of Sexual Harassment at Workplace

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

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

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

During the financial year 2024-25, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

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

42. Compliance of Secretarial Standards

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

43. Outcome of Board Meetings

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.