Hira Ferro Alloys Ltd Directors Report

To The Members,

Your Directors have pleasure in presenting the 40^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statement and the Auditors Report of the Company for the year ended 31^st March 2024.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	34560.39	45378.01	34560.89	45378.91
Other Income	1875.43	1331.76	1875.43	1331.76
Total Revenue	36436.32	46709.77	36436.32	46709.77
Profit before Interest, Depreciation	3853.65	4119.87	3931.44	4059.50
&Tax
Finance Charges	1512.34	628.18	1512.34	628.18
Depreciation & Amortization Exp.	1202.22	546.33	1202.22	546.33
Profit before Tax	1139.09	2945.36	1216.88	2884.99
Tax Exp : Current & Deferred Tax	319.01	766.40	338.59	766.39
Net Profit after Tax	820.09	2178.96	878.30	2118.61

REVIEW OF PERFORMANCE:

The performance of your Company during the year under review was satisfactory due to demand in steel sector and better price realization. The highlights of the financial performance for the year are as under:

The Company achieved gross sales of Rs 34560.39 lacs, EBIDTA of Rs 3853.65 Lacs & PAT of Rs. 820.09 Lacs during year as compared to gross sales of Rs. 45378.01 lacs EBIDTA of Rs. 4119.87 Lacs & PAT of Rs. 2178.96 lacs during the previous year.

The sales turnover of Ferro Alloys decreased to 30167.81 Lakhs as against previous year of Rs. 37578.63 Lakhs, registering a reduction of 19.72 % in view of lower price in Steel Sector as compare to previous year.

The sale of power decreased to Rs.4132.01 Lakhs as against previous year of Rs. 4552.29 Lakhs, registering a reduction of 9.23 % due to increase in captive consumption.

The Company registered Net Profit after tax of Rs.820.09 Lakhs as against net profit after tax of Rs. 2178.96 Lakhs during the previous year due to lower price realizations and increase in depreciation and finance charges of the Company.

During FY 2023-24, HFAL produced 41637.30 MTs of Ferro Alloys as compared to 43156.30 MTs in FY 2022-23 & sold 41619.85 MTs of Ferro Alloys in FY 2023-24 as compared to 41707.82 MTs in FY 2022-23.

During the FY 2023-24, HFAL also generated 114898900 units of power in its Thermal Power Plant as compared to 14205200 units in FY 2022-23 and 32221350 units of power in its Bio- mass Power Plant as compared to 62922855 units in FY 2022-23 and 2733043 units of power in its Wind Power as compared to 2737017 units in FY 2022-23 and 54239946 units of power in its Captive Solar Power as compared to 1147200 units in FY 2022-23.

COMMENCEMENT OF OPERATIONS AT SOLAR POWER PLANT

We are pleased to inform you that HFAL has commissioned 22 MWp Captive Solar PV Power Plant, out of the proposed capacity of 60 MWp and the same has been duly synchronized with the grid on 29.11.2023.

In this regard, we would like to further mention that the Company had earlier commissioned 30 MWp Solar PV Power Plant on 29.03.2023 and thus out of proposed 60 MWp capacity. The 52 MWp Solar PV Power Plant has been commissioned.

It may be clarified that that the Company had earlier proposed to set up 60 MWp Captive Solar PV Power Plant at Bemetra and could commission only 52 MWp due to non-availability of contiguous land. The Company is making efforts to acquire purchase the adjacent land for balance 8 MWp capacity and the same will be installed & commissioned in due course, as and when adjacent land will be acquired.

The power generated at said Solar Power Plant will be captively consumed by HFAL. The generation of solar energy will not only support the green initiatives and reduce the carbon foot print, but also help saving in cost of power and overall profitability of the Company.

DIVIDEND

It has been decided not to pay any dividend for the financial year 2024-25.

TRANSFER OF AMOUNTS & SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies Act, 2013, our company has not required to transferred funds to Investor Education And Protection Fund (IEPF) in view of no amount is pending as Unclaimed and Unpaid Dividend as on 31^st March, 2024.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has not any unpaid and unclaimed dividend as on 31.03.2024. The previous years unclaimed dividend details are available on the Companys website at Investors Information at www.hiraferroalloys.com.

SHARE CAPITAL

During the year, there was no change in share capital of the Company. As on 31.03.2024, the paid up share capital of the company was Rs. 1,33,18,85,000 divided into 2,31,88,500 equity shares of Rs 10/- each and 11,00,00,000 Preference Shares of Rs 10/-each.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options nor sweat equity or convertible securities and none of the Directors of the Company hold convertible instruments/OCCRPPS of the Company.

The equity shares of the company representing 99.87% and preference shares representing 100% of the preference shares (ISIN- INE573I03017) are in the dematerialized form as on 31.03.2024

The dematerialization facility is available to the equity shareholders of the company from both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).The Depositories has allotted the ISIN: INE573I01011 to the Company for dematerialization of shares of the company.

DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the Financial year 2023-24, your Company has not transferred any amount to General Reserve.

CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing Ferro Alloys, Products and Generation of Electricity. During the year, your company has started Generation of Power through Solar Energy, which is captively consumed for manufacturing of activities etc..

There is no change in the nature of business of the Company during the Financial Year 2023-24.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments affecting the financial position of the Company occurred between 01.04.2024 to the date of this report.

CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES ANDASSOCIATE COMPANIES:

During the year, there is no change in status of subsidiary, Joint venture and associate Company. Your Company has not any Subsidiary Company and Joint Venture Company and There is no change of status of associate Company namely Xtratrust Digisign Private Limited.

PARTICULARS OF EMPLOYEES

The Statement showing the names and other particulars of the employees of the company as required under Rule 5(2&3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the employees of the company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule 5(2) during the financial year 2023-24 except Mr. Narayan Prasad Agrawal Managing Director, the details of which are given below:

Particulars	Details
Name	Mr. Narayan Prasad Agrawal
Designation	Managing Director
Remuneration Paid	Rs.180.00 lacs
Nature of employment, Whether contractual or otherwise	Permanent
Qualifications and Experience of the Employee	Shri Narayan Prasad Agrawal, Managing
	Director, is a commerce graduate having more than 4 decades of rich experience in the field of operation and administration of Ferro Alloys Plant and he has been holding charge of the financial, commercial and administrative aspects of the company very efficiently.
Date of commencement of employment	29.09.2001
The age of such employee	65 Years
The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub rule (2) above	NIL
Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or manager	None

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONS:

During the year under review, there was no change in Board of Directors of the Company except the following:

1. Mr. B. N. Ojha, Independent Director of the Company retired on 09^th August, 2024 upon completion of his second term of 5 years.

2. Mr. Hukam Chand Daga (DIN00441914) has been appointed as an Additional Independent Director with effect from 10^th August, 2024 for a term of 5 (five) years by the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, subject to approval of Shareholders in ensuing Annual General Meeting scheduled to be held on 20^th September, 2024. He is having more than 4 decades of professional experience in various Aditya Birla Group of Companies namely Hindalco, Renusagar Power Co., Grasim Industries, Indian Rayon, HGI Industries Ltd. and Essel Mining Ltd worked in different States of India with diverse nature of business, making turnaround and achieving Industry Leadership in most of them. He will be also appointed on the Board of Directors of Godawari Power And Ispat Limited (Holding Company) wef 9th August, 2024.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Dinesh Kumar Gandhi (DIN: 01081155) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. There is no other change in directors and key managerial person of the Company during the financial year 2023-24.

The particulars of Directors seeking appointment/reappointment/Retiring by Rotation at the ensuing Annual General Meeting (In Pursuance of regulation Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India) is given in explanatory statement and also as an annexure to the notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

The Board designated the following officials as the Key Managerial Personnel, pursuant to Section 2(51) of the Companies Act, 2013 read with Section 203 of the Act:

1. Mr. Narayan Prasad Agrawal, Managing Director 2. Mr.Dilip Chouhan, Chief Financial Officer 3. Mr.Mohit Chande, Company Secretary

CSR COMMITTEES RESPONSIBILITY STATEMENT:

In accordance with the amended provisions of Companies (CSR) Rules, 2014, the Board of Directors in its meeting held on 10^th May, 2022 has constituted the CSR Committee, since the Companys Net Worth, Turnover and profit for the last three Financial Years exceeded the limits prescribed in Section 135 (1) of the Companies Act, 2013 and CSR expenditure liabilities during the FY 2022 -23 is more than Rs.50.00 lakhs.

The CSR committee met twice during the year 2023-24. The composition of Corporate Social Responsibility Committee (CSR Committee) and other details of meeting held during the year are as under:

Sl. No. Name of the	Designation	Meeting Date	Meeting Date
Director		08.05.2023	01.11.2023
1 Shri B.N. Ojha	Chairman-Independent Director	Present	Present
2 Shri Yarra Chandra Rao	Member-Non Executive Director	Present	Present
3 Shri Ajay Dubey	Member-Non Executive Director	Present	Absent

However, the CSR Committee has been reconstituted by the Board in its meeting held on 03.08.2024 comprising of the following members with effect from 10.08.2024.

Sl. No. Name of the Director	Designation
1. Ms Bhavna Govindbhai Desai	Chairperson-Independent Woman Director
2. Shri Yarra Chandra Rao	Member-Non Executive Director
3. Shri Ajay Dubey	Member-Non Executive Director

The implementation and monitoring of CSR activities, is in compliance with CSR objectives and existing CSR Policy of the Company.

The Corporate Social Responsibility Policy is available on the website of the Company at Policy at https://www.hiraferroalloys.com/investors.Your company has spent Rs. 140.25 Lacs during the Financial Year 2023-24 on CSR activities.

The Annual report on CSR activities to be included in the boards report for financial year 2023-24 is enclosed as Annexure 1.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013 based on the representations received from the operating management and Chief Financial Officer of the company:

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

That your Directors have selected such accounting policies and applied them consistently, and made judgment and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

That your Directors have prepared the annual accounts on a going concern basis;

That your Directors had laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and were operating effectively;

That your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors of the Company have given declarations as required under the provisions of section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as laid down under section 149 (6) of the Companies Act,2013.

ANNUAL EVALUATION OF BOARD, ETC:

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the directors in its meeting held on 20.04.2024.

INDEPENDENT DIRECTORS MEETING:

A meeting of Independent Directors has been held on 20.04.2024 inter-alia, to discuss: Review

the performance of Independent Directors. Review the performance of the Non-Independent Directors. Review the performance of the committees and Board as a whole.

Review the performance of the Chairman of the company, taking in to account the views of Executive Directors and Non-Executive Directors. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT COMMITTEE COMPOSITION:

The Board of Directors has constituted an Audit Committee comprising of three directors including two Independent Directors and one Non-Executive Director all having financial literacy. There was no change in constitution of committee during the year.

The audit committee met four times during the year 2023-24. The composition of the committee and the details of meeting attended by its members during the year are given below:

Sl. No. Name of the Director	Designation	Attendance at the Audit Committee Meeting held on
		08.05.2023	25.07.2023	01.11.2023	31.01.2024
1 Shri Bhrigu Nath Ojha	Chairman Independent Director	Present	Present	Present	Present
2 Shri Y. C. Rao	Member NonExecutive	Present	Present	Present	Present
3. Ms. Bhavana Govindbhai Desai	Member Independent Director	Present	Present	Present	Present

However, the Audit Committee has been reconstituted by the Board in its meeting held on 03.08.2024 comprising of the following members with effect from 10.08.2024.

Sl. No. Name of the Director	Designation
1. Shri Hukam Chand Daga	Chairman Independent Non-Executive Director
2. Ms. Bhavana Govindbhai Desai	Member Independent Non-Executive Woman Director
3. Shri Yarra Chandra Rao	Member Non-Executive Director

The functioning and terms of reference of the audit committee the role ,powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 177 of the Companies Act, 2013.

NUMBER OF MEETINGS OF BOARD:

During the year, four Board Meetings were duly convened and the necessary quorum was maintained in all the said meetings.

The Composition of the Board and the attendance of the directors are as under;

Sl. No. Name of the Director	Designation	Attendance at the Board Meeting held on
		08.05.2023	25.07.2023	01.11.2023	31.01.2024
1 Shri Yarra Chandra Rao	Chairman & Non- Executive Director	Present	Present	Present	Present
2 Shri NarayanPrasad Agrawal	Managing Director	Present	Present	Present	Absent
3 Shri BhriguNath Ojha	Independent Director	Present	Present	Present	Present
4 Ms. Bhavna Govindbhai Desai	Woman Independent Director	Present	Present	Present	Present
5 Shri DineshKumar Gandhi	Director	Present	Present	Present	Present
6 Shri Vinod Pillai	Whole Time Director	Present	Present	Present	Present
7 Shri Ajay Dubey	Director	Present	Present	Absent	Present

NOMINATION AND REMUNERATION COMMITTEECOMPOSITION:

The Board of Directors has constituted the Nomination and Remuneration Committee comprising of three directors including two Independent Directors and one Non-Executive Director. The committee met one time during the year 2023-24.

The composition of the committee and the details of meeting attended by its members during the year are given below:

Sl. No. Name of the Director	Designation	Meeting held On 25.07.2023
1 Shri Bhrigu Nath Ojha	Chairman Independent Director	Present
2 Shri Yarra Chandra Rao	Member Non-Executive Director	Present
3 Ms. Bhavna Govindbhai Desai	Member Independent	Present

However, the Audit Committee has been reconstituted by the Board in its meeting held on 03.08.2024 comprising of the following members with effect from 10.08.2024.

Sl. No. Name of the Director	Designation
1 Shri Hukam Chand Daga	Chairman Independent Non-Executive Director
2 Shri Yarra Chandra Rao	Member Non-Executive Director
3 Ms. Bhavana Govindbhai Desai	Member Independent Non-Executive Woman Director

The Nomination and Remuneration Policy of the company as adopted by the Board is available on website of the Company and can be access at Policy at https://www.hiraferroalloys.com/investors

The Non-Executive Directors were paid sitting fees within the limit prescribed under Companies Act, 2013 i.e. Rs 10,000/- per meeting for attending the Board and Audit Committee meetings and Rs. 5,000/-per meeting for attending other committee meetings.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee comprises of two Independent Directors and one Non-Executive Director and Company Secretary has been designated as secretary to the committee.

The Stakeholders Relationship Committee met twice during the year 2023-24.The composition of the committee and the details of meeting attended by its members during the year are given below:

Sl. No. Name of the	Designation	Attendance at	Attendance at the
Director		Meeting on	Meeting held on
		25.07.2023	31.01.2024
1 Shri Bhrigu Nath Ojha	Independent Director	Present	Present
2 Shri Yarra Chandra Rao	Member Non-Executive Director	Present	Present
3 Ms Bhavna Govindbhai Desai	Member Independent Director	Present	Present

However, the Stakeholders Relationship Committee has been reconstituted by the Board in its meeting held on 03.08.2024 comprising of the following members with effect from 10.08.2024.

Sl. No.	Name of the Director	Designation
1.	Ms. Bhavana Govindbhai Desai	Chairperson Independent Non-Executive Woman Director
2.	Shri Yarra Chandra Rao	Member Non-Executive Director
3.	Shri Hukam Chand Daga	Member Independent Non-Executive Director

The Committee oversees the performance of the Registrar and Share Transfer Agents recommends measures to improve the level of investor services and matters pertaining to shareholders complaints and grievances e.g. non-receipt of annual report, non-receipt of dividend warrant, change of address etc. The functioning and terms of reference of the committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of the Companies Act,2013.

AUDITORS:

Statutory Auditors

During the year, there was no change in statutory auditor of the Company. The M/s Singhi & Co., having Registration FRN: 302049E was appointed by the shareholders and board of directors of the company for a period of five years from the financial year 2022-23 to financial year 2026-27 i.e. till conclusion of the Annual General Meeting to be held in the year 2027 on a remuneration to be decided mutually by the Board of Directors of the Company and the Statutory auditor from time to time. The statutory auditor have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor for term of 5 (five) years.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules, 2014, M/s Sanat Joshi & Associates has been appointed as cost auditors for conducting Cost Audit for the financial year 2024-25. The cost records are maintained with the Company.

Internal Auditors

M/s. OPS & Co, Chartered Accountants were appointed as Internal Auditors for the FY 2023-24 and FY 2024-25.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs Tanveer Kaur Tuteja, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report on Secretarial Audit of the Company for the year 2023-24 is enclosed herewith as Annexure -2. There are no qualifications, reservations or adverse remarks in the secretarial audit report of the company.

AUDITORS REPORTS

There are no qualifications, reservations or adverse remarks in the Statutory Auditors Report on the Financial Statements of the company for the financial year 2023-24 and hence does not require any explanations or comments.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Board of Directors in its meeting held on 9^th February, 2015 approved and established ‘Whistle Blower Policy and ‘Code of Conduct for the directors &employees of the Company as required under the provisions of Sec.177 of the Companies Act,2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules,2014.

The Details of Establishment of Mechanism is available on the website of the Company at Policy at https://www.hiraferroalloys.com/investors.

The said Policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees shall be informed about the Vigil Policy by the Personnel Department at the time of their joining.

RELATED PARTY TRANSACTIONS

The Audit Committee in its meeting held on 8^th May, 2023 has accorded its omnibus approval to the Board of the Company for entering into transactions with related party in accordance with the provisions of Section 188 of the Companies Act, 2013.

All related party transactions that were entered in to by the Company during the financial year 2023- 24 were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other related parties which may have a potential conflict with the interest of the company at large.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and Investments made by the company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in Financial Statements (Ref. Note 6, 12 & 33).The company has not given any corporate guarantees to any other party.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY TH EREGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future operations.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Rule 8 of The Companies (Accounts) Rules, 2014,are as under:-

Conservation of Energy:	Remarks
Steps taken for conservation:	No additional measures have been taken during the financial year for conservation of energy
Steps taken for utilization of alternate sources of energy:-	Installed additional 22 MW Solar Captive Power Plant on 27.11.2023
Capital Investment of energy conservation equipments:-	83.64 Cr.
Technology Absorption:	None
Efforts made for technology absorption:
Benefit Derived:
Expenditure on Research and Development ,if any	NA
Details of technology Import, if any	None
Year of Import	None
Whether imported technology fully absorbed	NA
Area where absorption of imported technology has not taken	NA
place if any.	NA
Foreign Exchange Earning/Outgo:
Earning(FOB)	Rs. 4053.89 Lakhs
Outgo	Rs. 8697.25 Lakhs

During the year under review your company has used foreign exchange of Rs. 280.41 Lakhs Lakhs (previous year Rs. 464.30 Lakhs).

ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at investors relation at https://www.hiraferroalloys.com/investors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size and scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit Charter to maintain its objectivity and independence. The Internal Audit or reports to the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating system, accounting procedures and policies of the company. Based on the report of the Internal Auditors, process owners under take corrective actions in their respective areas and there by strengthen the control Significant Audit observations and corrective actions, thereon are presented to the Audit Committee of the Board.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate business risks associated with the operations and other activities of the Company and formulated risk mitigations strategies.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary Training) are covered under this Policy. However no complaint has been received during the year 2023-24.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCES 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:

Your company has not made any one time settlement with any of its lenders.

ACKNOWLEGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers, State and Central Government authorities and the valued customers for their continued support. The Board also whole heartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

ANNEXURE-1

TO THE BAORDS REPORT 2023-24 ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company-

The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII of the Companies Act, 2013.

2. Composition of CSR Committee:

The Board of Directors has constituted CSR committee in its meeting held on 10.05.2022 and the Composition of CSR committee meeting held on 08.05.2023 and attendance of members are as under

Sl. No. Name of Director	Designation/Nature of Directorship	Number of Meetings of CSR Committee held during the year	Number of Meeting of CSR Committee attended during the year
1. Shri Bhrigu Nath Ojha	Chairman (Independent Director)	2	2
2. Shri Yarra Chandra Rao	Member (Non-Executive Director)	2	2
3. Shri Ajay Dubey	Member (Non-Executive Director)	2	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company at Investors Information https://www.hiraferroalloys.com/investors at Policy Section

4. Provide the executive summary along with web link (s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report)- Not applicable.

5. Total CSR obligation for the financial year 2023-24

Particulars	Amount
(a) Average net profit of the company as per section 135(5)	69,94,53,293
(b) Two % of average net profit of the company as per section 135(5)	1,39,89,065
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years	NIL
(d) Amount required to be set off for the financial year if any	1,89,502
(e) Total CSR obligation for the financial year 2022-23 (5b+5c-5d)	13,799,563

6. CSR amount spent or unspent for the Financial Year

(a) Amount spent on CSR Projects(both Ongoing Project and other than Ongoing Project)	1,42,87,452
(b) Amount spent in Administrative Overheads	NIL
(c) Amount spent on Impact Assessment, if applicable	NIL
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]	1,42,87,452

(e) CSR amount spent or unspent for the Financial Year:

Total	Amount Unspent
Amount Spent for the	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
Financial Year Rs.	Amount	Date of Transfer	Name of the Fund	Amount.	Date of transfer
14287452	NIL	NA	NA	NIL	NA

(f) Excess amount for set-off, if any

Sl No. Particular	Amount in Rs
(i) Two % of average net profit of the company as per section 135(5)	1,37,99,563
(ii) Total amount spent for the Financial Year	1,42,87,452
(iii) Excess amount spent for the financial year [(ii)-(i)]	4,87,889
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	4,87,889

7. Details of Unspent CSR amount for the preceding three financial years:

1 2	3	4	5	6		7	8
Sl. No. Preceding Financial Year.	Amount transferred to Unspent CSR Account under section 135 (6)	Balance Amount in Un- spent CSR Account under sub section (6) of section 135	Amount spent in the Financial Year (in Rs.).	Amount transferred to any fund specified under Schedule VII as per section 135 (5), if any.		Amount remaining to be spent in succeeding financial years.	Deficiency, if any
	(in Rs.)	(in Rs.)		Amount (in Rs).	Date of transfer	(in Rs.)
1 2020-21	NIL	NA	NIL	NIL	NA	NIL	NA
2 2021-22	NIL	NA	NIL	NIL	NA	NIL	NA
3 2022-23	NIL	NA	NIL	NIL	NA	NIL	NA
Total	NIL	NA	NIL	NIL	NA	NIL	NA

8. Whether any capital asset have been created or acquired through corporate social responsibility amount spent in the financial year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) NOT APPLICABLE

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

(Pursuant to Section 204 (1) of the companies act, 2013 and rule No.9 of the companies (Appointment and Remuneration of Managerial Personal) rules, 2014)

To,

The Members,

Hira Ferro Alloys Limited

I have conducted the secretarial audit of the compliance of applicable statutory provision and the adherence to good corporate practices by Hira Ferro Alloys Limited (CIN:U27101CT1984PLC005837)

(hereinafter called the company) having its Registered Office situated at Plot No. 567/B Urla Industrial Area, Raipur, Chhattisgarh, India, 493221. Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Hira Ferro Alloys Limiteds books, paper, minute books, forms, and return filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representative during the conduct of secretarial audit and as per the explanations given to me and the representation made by the management, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March , 2024 generally complied with the statutory provisions listed hereunder and also that company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter ;

I have examined books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Hira Ferro Alloys Limited for the financial year ended on 31^st March, 2024 according to the applicable provision of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

4. The following Act, are specially applicable to the Company namely: a) Electricity Act, 2003 & The Electricity Rules, 2005; b) Central Electricity Authority (Safety requirements for construction, operation and maintenance of electrical plants and electric lines) Regulations, 2011; c) Indian Electricity Grid Code; d) The Indian Boilers Act-1923 e) Industrial Dispute Act,1947

5. Other laws applicable to the company as per the representations made by the Management.

6. The following Enactments, Agreements and Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) were not applicable:- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018; i) The Securities and Exchange Board of India (Employees Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999 j) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; k) The Listing Agreements;

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review and as per the explanations and clarifications given to me and the representation made by management, the company has generally complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that compliance of applicable financial laws including Direct & Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by Statutory Auditors and other designated Professionals.

I further report that the Board of Directors, the Audit Committee, CSR Committee and Remuneration Committee of the company were duly constituted. The Changes in the composition of the Board of Directors that took during the period under review were carried out in compliance with the provision of the Act.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes

I further report as per the explanation given to me and the representation made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to the monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no specific events / actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above, have taken place.

Annexure A To, The Members Hira Ferro Alloys Limited

My report of even date is to be read along with this note.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these Secretarial Records based on my Audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company as well as correctness of the values and figures reported in various disclosures and returns as required to be submitted by the Company under the specified laws, though I have relied to a certain extent on the information furnished in such returns.

4. Wherever required, I have obtained the management representative about the compliance of laws, rules, and regulations and happening of events etc.

5. The Compliance of the provision of corporate and other applicable laws, rules, regulation, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

7. The List of law applicable to the Company to the secretarial Audit Report is as confirmed by the Management of the Company. The secretarial audit report is neither an assurance nor a confirmation that the list is exhaustive.

8. Due to the inherent limitations of an Audit including internal, financial, and operating controls as well as specific circumstances noted above, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with audit practices.