hindalco industries ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 63rd Annual Report and the audited standalone and consolidated financial

statements of your company for the year ended 31st March, 2022.

Financial Highlights

Rs in Crore

	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	1,95,059	1,32,008	67,653	42,701
Other Income	1,136	1,199	535	650
Profit Before Interest, Tax and Depreciation (PBITDA)	29,638	18,896	11,828	4,884
Depreciation and Amortisation	6,729	6,628	1,752	1,708
Impairment Loss/(Reversal) of Non Current Assets (Net)	155	138	95	140
Finance Costs	3,768	3,738	1,417	1,469
Profit before Exceptional Items and Tax Share in Profit / (Loss) in Equity Accounted Investments	18,986	8,392	8,564	1,567
Share of Equity Accounted Investments	6	5	-	-
Profit before Exceptional Items and Tax	18,992	8,397	8,564	1,567
Exceptional Items	582	(492)	(107)	7
Profit before Tax	19,574	7,905	8,457	1,574
Tax Expenses	5,373	2,723	2,950	581
Profit/ (Loss) for the year from Continuing Operations	14,201	5,182	-	-
Profit/ (Loss) for the Year from Discontinued Operations	(464)	(2,066)	-	-
Tax Expense/ (Benefit) of Discontinued Operations	7	(367)	-	-
Profit/ (Loss) for the year from DiscontinuedOperations	(471)	(1,699)	-	-
Profit/ (Loss) for the year	13,730	3,483	5,507	993
Other Comprehensive Income / (Loss)	(1,148)	4,784	(397)	3,780
Total Comprehensive Income	12,582	8,267	5,110	4,773
Basic EPS - Continuing Operations (Rs)	63.85	23.30	-	-
Basic EPS - Discontinued Operations (Rs)	(2.12)	(7.64)	-	-
Basic EPS (Rs)	61.73	15.66	24.76	4.46

Appropriations to Reserves :

		Rs in Crore
Appropriations	2021-22	2020-21
Opening Balance in Retained Earnings and Other Comprehensive Income	11,026	6,624
Total Comprehensive Income for the Current Year	5,110	4,773
Dividends paid	(667)	(222)
Hedging (Gain)/ Loss and cost of hedging transferred to non financial assets	(41)	(1)
Employee Share Based Transactions	2	2
Transferred to Debenture Redemption Fund	(150)	(150)
Closing Balance in Retained Earnings and Other Comprehensive Income	15,280	11,026

Dividend:

For the year ended 31st March, 2022, the Board of Directors of your Company has recommended dividend of Rs 4.00 per share (Previous year Rs 3.00 per share) to equity shareholders.

Equity shares that may be allotted upon exercise of Options granted under the Employee Stock Option Scheme and out of the Share Capital Suspense before the Book Closure for payment of dividend will rank paripassu with the existing shares and shall also be entitled to receive the aforesaid dividend.

In terms of provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, herein after referred to as " Listing Regulations" your Company has formulated a Dividend Distribution Policy. The Policy is given in Annexure I to the Annual Report and is also accessible from your Companys Website www.hindalco.com.

Overview and State of the Companys Affairs:

The Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2022 have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

Standalone full year highlights

Your Company registered a revenue of Rs 67,653 crores for the fiscal year 2022 vs Rs 42,701 crores in the previous year up 58% on account of higher global prices of aluminium and copper in FY22 versus EBIDTA of Rs 4,884 crores in FY21. EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) stood at Rs 11,828 crores, up 142% compared to the last year, on account of higher profitability in Aluminium business supported by improved macros, higher volumes, and cost optimization. Depreciation was up 3% at Rs 1,752 crore in FY22 versus Rs 1,708 crores in FY21. The Finance Cost was lower on Year by 4% at Rs 1,417 crores in FY22 versus Rs 1,469 crores in FY21. This reduction in finance cost was mainly due to overall reduction in the average cost of long-term loans on account of re-financing. The Profit before Tax (and Before Exceptional Items) stood at Rs 8,564 crore, up by 447% compared to the previous year due to higher EBITDA. Net Profit for FY22 stood at Rs 5,507 crores as compared to Rs 993 crore up 455% Year on Year compared to the previous year.

Consolidated Full Year Highlights

Hindalcos Consolidated Revenue stood at Rs 1,95,059 crore for FY22 compared to Rs 1,32,008 crore in the previous year up 48% on account of higher global prices of aluminium and copper in FY22 versus FY21. The Company recorded consolidated EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) of Rs 29,638 crore, up by 57% due to favorable macros, strategic product mix and an improved performance by the downstream business in FY22 versus FY21. Consolidated Profit before Tax (and Before Exceptional Items) was Rs 18,992 crore in FY22, up by 126% compared to the previous year on account of higher EBITDA. Net Profit after Tax in FY22, stood at Rs 13,730 crores compared to Rs 3,483 crores in the previous year up 294% Year on Year on account of exceptional performance by India Business in FY22. For detailed analysis, refer to the Management Discussion and Analysis section of the Integrated Annual Report.

Highlights of the Companys Subsidiaries:

1. Utkal Alumina International Limited

Utkal Alumina revenues were Rs 4,594 crore in FY22 compared to Rs 2,787 crore in FY21 up by 65% because of higher transfer pricing compared to last year on account of higher average global alumina prices in FY22 versus FY21. The EBITDA for FY22 stood at Rs 2,215 crore higher by 62% compared to Rs 1,371 crore in FY21. The Profit after Tax in FY22 was Rs 1,099 crore versus Rs 605 crore in FY21 up by 82% Year on Year on account of higher EBITDA in FY22. (Refer to the table below for comparison in FY22 versus FY21 key financial number).

Particulars (Rs in Crore)	FY22	FY21	% Change
Revenue	4,594	2,787	65%
EBITDA	2,215	1,371	62%
PAT	1,099	605	82%

2. NoveLis Inc.

The Performance highlights of NoveLis Inc. are provided in detail for FY22 versus FY21 in the Management Discussion and Analysis Section of the Integrated Annual Report.

Key Initiatives

In India operations, Hindalco successfully completed its 500Kt UtkaLs Alumina refinery brownfield capacity expansion in FY22. This project was at a capital outlay of around Rs 1,500 crore. This has strengthened the Companys integration and boosted the availability of best- in-class alumina and in a reduction of the overall cost of production in FY22.

In FY22, Hindalco made two acquisitions valued $79 million of Hydros Kuppam Extrusion facility in India to expand its presence in the upper end of the value-added to enhance our capabilities in high-end extrusions and a fabricated solutions and a Copper cCr facility of Ryker (now Asoj) with capacity of 225 kt, expanding overall capacities in the value-added segment. This will not only enhance the Companys capabilities but also help the Company to move towards a more sustainable business model.

In addition to the above, Hindalco announced certain organic growth investments in India in the businesses of Aluminium, Copper, Specialty Alumina and also Resource Securitisation over the next five years in the range of $3.0-3.3 billion, including some certain projects which are under appraisal. The company continues to focus on its downstream strategy to increase its downstream capacities in the Flat Rolled Products, Extrusions and other flat rolled products. All these investments are mainly targeted towards catering the rising demand of downstream products in the domestic market.

Novelis has identified more than $4.5 billion of potential organic capital investment opportunities to grow Novelis business through debottlenecking, recycling, and new capacity investments over the next five years focused on increasing capacity and capabilities that meet growing customer demand and align with its sustainability commitments. This includes expansion of cold rolling and recycling capacity in Zhenjiang, China, a highly advanced recycling center for automotive in the U.S. and a recycling center at UAL joint venture in South Korea.

This also includes Novelis $2.5 billion greenfield, fully integrated rolling and recycling plant in Bay Minette, Alabama. This new U.S. plant will support strong demand for sustainable beverage can and automotive aluminum sheet and advance towards a circular economy.

Novelis continues to focus on its safe integration of Aleris continuing operations to drive several strategic benefits and is expected to generate over $220 million in synergies, through traditional integration cost synergies and strategic synergies created by enhancing and integrating operations in Asia.

During the year, all these expansion projects are in line with Companys Capital Allocation framework, focussed on value enhancing growth, its product enrichment, maintaining a robust capital structure for maximising shareholder value.

Human Resources:

Several innovative people - focused initiatives have been instituted at the Group level, and these are translated into action at all of the Group Companies. Our basic objective is to ensure that a robust talent pipeline and a high-performance culture, centred around accountability is in place. We feel this is critical to enable us retain our competitive edge.

Research and Development

Your Companys Research & Development (R&D) activities are focused on developing and commercializing premium differentiated products, improving our competitive cost position, product quality and environmental sustainability. To support these goals, we are managing a pipeline of projects that address near and mid-term needs, as well as the exploration of future opportunities. This year R&D team continued development in the area of making our processes greener & sustainable and value added products & applications. These initiatives helped our plants to mitigate challenges of raw material quality, reducing specific energy consumption and carbon footprint, cost effective management of waste generated during processing, recovery of value from by-product as well as any waste products. Specific programs have also been initiated to adopt new digitalisation techniques such as soft sensors, digital twins, etc. The predictive and prescriptive models based on AI /ML data analytics coupled with physic based models are helping better process control & achieve desired process performance. These tools also help in understanding the requirement of existing and prospective customers, and provide a better service, in order to increase your companys market share in the chosen market space. Technical competencies developed by your company will go a long way in terms of quick absorption of technologies, enabling pushing boundaries of our processes, so as to increase the economic performance and improve our new product/ new application pipeline to address the impending market opportunities.

Your Company already operates three Hindalco Innovation Centres (HIC), one HIC-Alumina at Belagavi working on R&D of bauxite ore, alumina refining and specialty alumina, hydrate products and their application in different end uses; as well as waste management; and one HIC-SemiFab located at Taloja, near Mumbai, working in the area of tribology, energy and environment management and aluminium fabricated products and new applications. Additionally, R&D Team at Birla Copper, Dahej, is focusing on maximisation of copper recovery as well recovery of various metal values, such as, Selenium, Tellurium, Nickel, Bismuth, etc., from the effluent generated in the plant and value added applications of the solid wastes. In addition, your company engages the Aditya Birla Groups corporate

research and development centre, Aditya Birla Science and Technology Company Private Limited ("ABSTCPL"), for conducting R&D in select areas of work through chartered R&D projects. These are based on the domain expertise and R&D facilities available in ABSTCPL. ABSTCPLs forte of having multidisciplinary teams of technical experts, scientists and engineers, enables your company to develop building competencies in select areas, as a long term value to business. Both the HICs at Belagavi and Taloja as well as ABSTCPL are DSIR, GOI recognised R&D Centres. Parallelly, we also work with different R&D institutes of national and international reputes to develop technologies for our mutual benefits. The engagement has resulted into patent applications, which have been and will be assigned to your company on the grant of the patent.

Consolidated Financial Statements:

The Consolidated Financial Statements for the year ended 31st March, 2022 have been prepared by your Company in accordance with the provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations" and forms part of the full Annual Report.

Employee Stock Option Schemes:

ESOS - 2006

During the year ended 31st March 2022, the Company has allotted 391,304 fully paid-up equity share of Rs 1/- each of the Company (Previous year 65,652) on exercise of options under ESOS 2006.

ESOS - 2013:

During the year ended 31st March 2022, the Company has allotted 97,173 fully paid-up equity share of Rs 1/- each of the Company (Previous year 3,95,908) on exercise of options under ESOS 2013.

ESOS - 2018:

During the year, the Company has granted 18,72,984 stock options (Previous year 5,82,240) and 612,560 RSUs (Previous year 20,487) under ESOS 2018. Hindalco Employee Welfare Trust has transferred 8,78,968 fully paid-up equity share of Rs 1/- each of the Company during the year on exercise of Options under ESOS 2018.

The details of Stock Options and Restricted Stock Units granted under the above-mentioned Schemes are available on your Companys website viz. www.hindalco.com.

A certificate from the statutory auditor on the implementation of your Companys Employees Secretarial Option Schemes wi ll be placed at the ensuing Annual General Meeting for inspection by the members.

There is no material change in the Schemes and the aforementioned schemes are in compliance with SEBI ( Share Based Employee Benefits) Regulations, 2014.

Corporate Governance

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices.

The entire report on Corporate Governance forms part of Integrated Annual Report.

Directors Responsibility Statement

As stipulated in Section 134(3)(c) of the Companies Act, 2013 ("the Act"), your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the accounting policies selected have been applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2022 and of the profit of your company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of your Company have been prepared on a going concern basis;

e) your Company had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;

f) your Company has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Energy, Technology and Foreign Exchange:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.

Particulars of Employees:

In accordance with the provisions of Section 197(12) of the Companies Act,2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, in Line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to aLL Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure III to the Integrated Annual Report.

Directors:

Board constitution and changes:

Mr.Kumar MangaLam BirLa (DIN: 00012813) wiLL retire from office by rotation at Annual General Meeting, and being eligible, offers himseLf for reappointment. Mr. Kumar MangaLam BirLa has given required declaration under Companies Act, 2013.

Mr. Praveen Kumar Maheshwari (DIN:00174361) is re-appointed as the WhoLe-time Director for a term of 1 Year w.e.f. 28th May, 2022, subject to shareholders approval at the ensuing Annual GeneraL Meeting. He is aLso the Chief Financial Officer of the Company.

Brief resume of the Directors being appointed and re-appointed form part of the Notice of the ensuing Annual General Meeting.

The Board recommends, re-appointment of Mr. Kumar MangaLam BirLa and Mr. Praveen Kumar Maheshwari. Item seeking your approvaL is incLuded in the Notice convening the Annual General Meeting.

Brief resumes of the directors being appointed/ reappointed form part of the notice of the ensuing Annual General Meeting.

All the directors being appointed/reappointed have given required declaration under Companies Act, 2013 and Listing Regulations.

Independent Directors Statement:

Independent Directors on your Companys Board have submitted decLarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

Policy on appointment and remuneration of Directors and Key Managerial Personnel:

The Nomination and Remuneration Committee has formulated the remuneration poLicy of your company which is attached as Annexure IV to the Integrated Annual Report.

Meetings of the Board:

The Board of Directors of your Company met Seven times during the year, detaiLs of which are given in the Corporate Governance Report forming part of the Integrated Annual Report.

Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing and DiscLosures Requirement) Regulations, 2015, the Directors has carried annual performance evaluation of Board, Independent Directors, Non Executive Directors, Executive Directors, Committee and Chairman of the Board.

The evaLuation framework focused on various aspects of the Board and Committees such as review, timeLy information from management etc. Also, the performance of individual directors was divided into Executive, Non Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, action oriented, externaL knowLedge etc.

Board members have evaluated Independent Directors, Non executive Directors, Executive Directors, Committee and Chairman of the Board. The resuLt of evaLuation was satisfactory and meets the requirements of the Company. Board fuLLy agreed and rated 100% on its functioning, skiLL sets and working atmosphere. Independent Directors scored weLL on expressing their views and in understanding the Company and its requirements. Non-Executive Directors scored weLL in understanding the Company and its requirements and keep themseLves current on the areas to be discussed. Executive Directors are action oriented and ensures timeLy implementation of the Board decisions. Board is completely satisfied with the functioning of various Committees. Board has fuLL faith in the Chairman in Leading the Board effectiveLy and ensuring contribution from all its members.

Audit Committee:

The Audit Committee comprises Mr. K.N. Bhandari, Independent Director, Mr. Vikas BaLia, Independent Director & Mr. Y.P. DandiwaLa, Independent Director. Mr. Satish Pai :Managing Director and Mr. Praveen Kumar Maheshwari: Chief FinanciaL Officer and WhoLe-Time Director are the permanent invitees. Further details relating to the Audit Committee are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

Key Managerial Personnel:

In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Satish Pai: Managing Director, Mr. Praveen Kumar Maheshwari : Chief FinanciaL Officer and WhoLe Time Director and Mr. AniL MaLik: Company Secretary are the Key ManageriaL Personnel of your Company.

Vigil Mechanism:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimisation to those who avaiL of the mechanism and direct access to the Chairman of the Audit Committee in exceptionaL cases is provided to them.

The vigiL mechanism is avaiLabLe on your Companys website viz. www.hindaLco.com.

Auditors Statutory Auditors

M/s. Price Waterhouse & Co. Chartered Accountants LLP (ICAI Registration No. 304026E/E-300009) were appointed as the Statutory Auditors of the company to hoLd office from the conclusion of Fifty Eighth Annual General Meeting held in 2017 tiLL the concLusion of the Sixty third AnnuaL GeneraL Meeting of the Company, to be held in the Calendar year 2022.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, wiLL be in accordance with the Limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with RuLe 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. Price Waterhouse & Co. Chartered Accountants LLP, as Statutory Auditors wiLL be in the best interests of the Company and therefore, the members are requested to consider their reappointment as Statutory Auditors of the Company, for a term of five years, from the concLusion of the ensuing AnnuaL General Meeting, till the Annual General Meeting to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.

The observation made in the Auditors Report are selfexpLanatory and therefore, do not caLL for any further comments under Section 134(3)(f) of the Act.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have

on the recommendation of the Audit Committee, appointed M/s. Nanabhoy & Co., Cost Accountants, Mumbai as Cost Auditors, to conduct the cost audit of your Company for the financiaL year ending 31st March, 2023, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resoLution seeking Members ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act,

2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed BNP & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting the Secretarial Audit of your Company for the financiaL year ended 31st March, 2022. The Report of the SecretariaL Auditors is annexed herewith as Annexure V to the Integrated Annual Report.

The SecretariaL Audit Report does not contai n any quaLification, reservation or adverse remark.

As per Regulation 24A of the Listing Regulations, material unlisted subsidiaries of a listed entity incorporated in India is required to annex a SecretariaL Audit Report issued by a Company Secretary in practice. In compLiance with the above requirement, the SecretariaL Audit Report of UtkaL ALumina International Limited, a material subsidiary of your Company, is given in Annexure VB to the Annual Report. The Secretarial Audit Report do not contain any quaLification, reservation or adverse remark.

Environment Protection and Pollution Control

Your Company is committed to sustainable development. A detailed report of the Companys initiatives and commitment to environment conservation is part of the Integrated Annual Report.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) RuLes,

2014 are given in the notes to Financial Statements of the Integrated Report.

Corporate Social Responsibility:

In terms of the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate SociaL Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility

("CSR") Committee which is chaired by Mrs. Rajashree BirLa. The other Members of the Committee for the Financial year ending 31st March 2022 were Mr. Y.P. DandiwaLa, Independent Director, Mr. A.K. AgarwaLa, Non Executive Director and Mr. Satish Pai: Managing Director. Dr. Pragnya Ram, Group Executive President, Corporate Communication & CSR is a permanent invitee to the Committee.

Your Company also has in place a CSR Policy and the same is available on your Companys website viz. www.hindaLco. com. The Committee recommends to the Board activities to be undertaken during the year.

Your Company is a caring corporate citizen and lays significant emphasis on development of the communities around which it operates. Your Company has identified several projects relating to Social Empowerment & Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year and initiated various activities in neighbouring villages around plant locations. During the financial Year 2021-22 the Company has spent Rs 38 Crores under Section 135 of the Companies Act, 2013 on CSR activities , which is more than 2% of average net profits of the Company for immediately preceeding three financial years.

The Annual Report on CSR activities is attached as Annexure VI to the full Annual Report.

Risk Management

Pursuant to the requirement of Securities and Exchange Board of India (Listing and Disclosures Requirement) Regulations, 2015, the Company has constituted Risk Management Committee, which is mandated to review the risk management plan/process of your company.

Risk evaluation and management is an ongoing process within the Organization. Your Company has comprehensive risk management policy which is periodically reviewed by the Risk Management Committee.

Contracts and Arrangements with Related Parties

During the financial year, your Company entered into related party transactions which were on arms length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015. The related party transactions have been approved by the Audit Committee and Board of your Company, as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 .

The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Companys website viz. www.hindalco.com.

Extract of Annual Return:

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 ("the Act") read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March 2022 is available at www.hindaLco.com .

Business Responsibility Report:

As per Listing Regulations, a separate section of Business Responsibility Report forms part of Integrated Annual Report.

Internal Control System and Their Adequacy:

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined by the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal auditors, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

Your directors confirm having Laid down internal financial controls and that such internal financial controls are adequate and were operating effectively

Subsidiary, Joint Ventures or Associate Companies:

The financial statements of your Companys subsidiaries and related information have been placed on the website of your Company viz. www.hindaLco.com

In accordance with the provisions of the section 129 (3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financiaL position of each of the subsidiaries, associates and Joint Venture is attached as Annexure VII to this Report.

The names of Companies which have become or ceased to be subsidiaries, Joint Ventures and associates are also provided in the aforesaid statement.

Other Disclosures:

• There were no material changes and commitments affecting the financial position of your Company between end of financial year and the date of report.

• Your Company has not issued any shares with differential voting.

• There was no revision in the financial statements.

• Your Company has not issued any sweat equity shares.

• Mr. Satish Pai is a director on the Board of NoveLis Inc, wholly owned subsidiary. He is in receipt of annuaL fee of US$ 1,50,000 in the caLendar year 2022. Mr. Praveen Kumar Maheshwari: WhoLe Time Director and Chief Financial Officer has not received any commission/ Remuneration from your Companys subsidiaries.

• There is no change in the nature of business.

• During the year under review, your Company has not accepted any fixed deposits from the public faLLing under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2022, there were no deposits which were unpaid or uncLaimed and due for repayment.

• There are no significant and materiaL orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

• There were no frauds reported by the Auditors u/s 143(12) of the Companies Act, 2013.

• As per the requirement of the SexuaL Harassment of Women at the WorkpLace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied with provisions reLating to the constitution of InternaL Complaint Committee under POSH.

• Directors of your Company hereby state and confirm that the Company has compLied with aLL the appLicabLe Secretarial Standards.

Appreciation

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Honorable Ministers, Secretaries and other officials of the Ministry of Mines, Ministry of CoaL, the Ministry of ChemicaLs and FertiLizers and various State Governments. Your Directors thank the FinanciaL Institutions and Banks associated with your Company for their support as weLL.

Your Companys employees are instrumental in your Company scaLing new heights, year after year. Their commitment and contribution is deepLy acknowLedged.

Your involvement as Shareholders is greatly valued. Your Directors Look forward to your continuing support.

For and on behalf of the Board

Satish Pai	K.N. Bhandari
Managing Director	Independent Director
DIN:06646758	DIN: 00026078
PLace: Mumbai
Dated: 22nd JuLy, 2022