Hira Ferro Alloys Ltd Directors Report

To,

The Members of HIRA Ferro Alloys Limited,

Your Directors have pleasure in presenting the 41 st 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 31st March 2025.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	59560.09	34560.89
Other Income	868.17	1875.43
Total Revenue	60428.26	36436.32
Profit before Interest, Depreciation & Tax	7610.98	3853.65
Finance Charges	1829.55	1512.34
Depreciation & Amortization Exp.	1568.48	1202.22
Profit before Tax	4212.95	1139.09
Tax Exp : Current & Deferred Tax	1136.16	319.01
Net Profit after Tax	3076.79	820.09

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 59560.09 Lakhs, EBIDTA of Rs 7610.98 Lakhs & PAT of Rs. 3076.79 Lakhs during year as compared to gross sales of Rs. 34560.89 Lakhs EBIDTA of Rs. 3853.65 Lakhs & PAT of Rs. 820.09 Lakhs during the previous year.

The sales turnover of Ferro Alloys increased to 52800.33 Lakhs as against previous year of Rs. 30167.81 Lakhs, registering a growth of 75.02 % in view of high price in Steel Sector as compare to previous year.

The sale of power increased to Rs.6545.28 Lakhs as against previous year of Rs. 4132.01 Lakhs registering a growth of 58.40% due to increase in captive consumption and favorable demand in steel sector.

The Company registered Net Profit after tax of Rs. 3076.79 Lakhs as against net profit after tax of Rs. 820.09 Lakhs during the previous year due to batter price realizations and increase in demand of Steel.

During FY 2024-25, HFAL produced 69667.45 MTs of Ferro Alloys as compared to 41637.30 MTs in FY 2023-24 & sold 71639.65 MTs of Ferro Alloys in FY 2024-25 as compared to 41619.85 MTs in FY 2023-24.

During the FY 2024-25, HFAL also generated 186100600 units of power in its Thermal Power Plant as compared to 114898900 units in FY 2023-24, 91034400 units of power in its Bio- mass Power Plant as compared to 32221350 units in FY 2023-24, 3059875 units of power in its Wind Power as compared to 2733043 units in FY 2023-24 and 81104852 units of power in its Captive Solar Power as compared to 54239946 units in FY 2023-24.

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 31st March, 2025.

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 31.03.2025. The details of previous years unclaimed dividend which was duly transferred to IEPF 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 31.03.2025, 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 having INE573I01011 representing 99.88 % and preference shares representing 100% of the preference shares (ISIN- INE573I03017) are in the dematerialized form as on 31.03.2025.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 2024-25, 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 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 2024-25.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments affecting the financial position of the Company occurred between 01.04.2025 to the date of this report.

CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES ANDASSOCIATE COMPANIES:

Your Company has not any Subsidiary Company, Associate Company and Joint Venture Company as on 31.03.2025. However your company is a subsidiary Company of Godawari Power and Ispat Limited.

During the year under review, the Company has sold entire stake in Xtratrust Digisign Private Limited and accordingly the Xtratrust Digisign Private Limited ceased from the status of associate company w.e.f. 31.12.2024.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONS:

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

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

Mr. Hukam Chand Daga (DIN00441914) has been appointed as an Additional Independent Director with effect from 10th August, 2024 for a term of 5 (five) years by the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee and subsequently the shareholders of the Company in their Annual General Meeting held on 20th September, 2024 approved his appointment as an Independent Director of the Company wef 9 th August, 2024.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Ajay Dubey Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors at its meeting held on 1st August, 2025, subject to approval of shareholder in ensuing Annual General Meeting has re-appointed Ms Bhavna Govindbhai Desai (DIN: 06893242), as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 7th August, 2025 upon recommendation of Nomination and Remuneration Committee after evaluating and considering the skills, experience and knowledge etc..

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 Chauhan, Chief Financial Officer

3. Mr.Mohit Chande, Company Secretary

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 2024-25 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 Lakhs
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	66 Years
The percentage of equity shares held by the employee in the Company	NIL
within the meaning of clause (iii) of sub rule (2) above
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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In accordance with the amended provisions of Companies (CSR) Rules, 2014, the Board of Directors in its meeting held on 10th May, 2022 has constituted the Corporate Social Responsibility Committee (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.

The CSR committee met once during the year 2024-25. During the year, the CSR Committee has been re-constituted by the Board in its meeting held on 03.08.2024 with effect from 10.08.2024. The composition of CSR Committee and other details of meeting held during the year are as under:

Sl. No.	Name of the Director	Designation	Meeting Date 10.05.2024
1	Ms Bhavna Govindbhai Desai*	Chairperson-Independent Woman Director	NA
2	Shri Yarra Chandra Rao	Member-Non Executive Director	Present
3	Shri Ajay Dubey	Member-Non Executive Director	Present
4	Shri B.N. Ojha*	Chairman-Independent Director	Present

*Ms Bhavna Govindbhai Desai has been appointed as Chairperson in place of Shri B.N. Ojha wef 10.08.2024.

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. 132.95 Lakhs during the Financial Year 2024-25 on CSR activities.

The Annual report on CSR activities to be included in the boards report for financial year 2024-25 is enclosed as Annexure -1.

AUDIT COMMITTEE:

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. During the year, the CSR Committee has been re-constituted by the Board in its meeting held on 03.08.2024 with effect from 10.08.2024. The audit committee met four times during the year 2024-25. 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	10.05.2024	03.08.2024	24.10.2024	28.01.2025
1	Shri Hukam Chand Daga*	Chairman Independent Non-Executive Director	NA	NA	Present	Absent
2	Shri Y. C. Rao	Member Non Executive Director	Present	Present	Present	Present
3	Ms. Bhavana Govindbhai Desai	Member Independent Director	Present	Present	Present	Present
4	Shri Bhrigu Nath Ojha*	Chairman Independent Director	Present	Present	NA	NA

* Shri Hukam Chand Daga has been appointed as Chairperson in place of Shri B.N. Ojha wef 10.08.2024.

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, Five 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	10.05.2024	03.08.2024	24.10.2024	18.01.2025	28.01.2025
1	Shri Yarra Chandra Rao	Chairman & Non- Executive Director	Present	Present	Present	Present	Present
2	Shri Narayan Prasad Agrawal	Managing Director	Present	Present	Absent	Present	Present
3	Shri Hukam Chand Daga*	Independent Director	NA	NA	Present	Present	Absent
4	Ms. Bhavna Govindbhai Desai	Woman Independent Director	Present	Present	Present	Present	Present
5	Shri Dinesh Kumar Gandhi	Director	Present	Present	Present	Absent	Absent
6	Shri Vinod Pillai	Whole Time Director	Present	Present	Present	Present	Present
7	Shri Ajay Dubey	Director	Present	Present	Present	Absent	Present
8	Shri B N Ojha*	Independent Director	Present	Present	NA	NA	NA

* Shri Hukam Chand Daga has been appointed wef 10.08.2024 and Shri B.N. Ojha has been retired wef 09.08.2024.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted the Nomination and Remuneration Committee comprising of three directors including two Independent Directors and one NonExecutive Director. The committee met one time during the year 2024-25. During the year, the Nomination and Remuneration Committee has been re-constituted by the Board in its meeting held on 03.08.2024 with effect from 10.08.2024. 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 Date 03.08.2024
1	Shri Hukam Chand Daga*	Chairman Independent Director	NA
2	Shri Yarra Chandra Rao	Member-Non Executive Director	Present
3	Ms Bhavna Govindbhai Desai*	Woman Independent Director	Present
4	Shri B.N. Ojha*	Chairman- Independent Director	Present

* Shri Hukam Chand Daga has been appointed as Chairperson in place of Shri B.N. Ojha wef 10.08.2024.

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 Board of Directors has constituted the Stakeholders Relationship Committee comprising of three directors including two Independent Directors and one NonExecutive Director and Company Secretary has been designated as secretary to the committee. The committee met one time during the year 2024-25. During the year, the Stakeholders Relationship Committee has been re-constituted by the Board in its meeting held on 03.08.2024 with effect from 10.08.2024. 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 Date 28.01.2025
1	Ms. Bhavana Govindbhai Desai*	Chairperson Independent Director	Present
2	Shri Hukam Chand Daga*	Member Independent Director	Absent
3	Shri Y. C. Rao	Member Non-Executive Director	Present
4	Shri Bhrigu Nath Ojha*	Chairman Independent Director	NA

* Ms. Bhavana Govindbhai Desai has been designated as Chairperson and Shri Hukam Chand Daga has been appointed as member in place of Shri B.N. Ojha wef 10.08.2024.

The Committee oversees the performance of the Registrar and Share Transfer Agent, recommends measures to improve the level of investor services and matters pertaining to shareholders complaints and grievances e.g. non-receipt of annual report and other grievances if any. 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.

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;

(i) 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;

(ii) 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;

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

(iv) 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;

(v) 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 and 01.05.2025.

INDEPENDENT DIRECTORS MEETING:

A meeting of Independent Directors has been held on 20.04.2024 & 01.05.2025 inter- alia, to discuss:

(i) Review the performance of Independent Directors.

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

(iii) Review the performance of the Chairman of the company, taking in to account the views of Executive Directors and Non-Executive Directors.

(iv) 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.

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. ASGA & Associates, (Formerly known as OPS & Co.) Chartered Accountants were appointed as Internal Auditors of the Company for the FY 2024-25 and FY 2025-26.

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 2024-25 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 9th 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 are available on the website of the Company at Policy Section 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 10th May, 2024 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 2024- 25 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.

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.

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:-	NA
Capital Investment of energy conservation equipments:-	NIL
Technology Absorption:	None
Efforts made for technology absorption: Benefit Derived: Expenditure on Research and Development ,if any Details of technology Import, if any Year of Import Whether imported technology fully absorbed Area where absorption of imported technology has not taken place if any.	NA None None NA NA NA
Foreign Exchange Earning/Outgo:
Earning(FOB)	Rs.7651.36 Lakhs
Outgo	Rs.15770.28 Lakhs

During the year under review your company has used foreign exchange of Rs. 212.14 Lakhs (previous year Rs. 280.41 Lakhs).

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, and Temporary Training) are covered under this Policy. However no complaint has been received during the year 2024-25.

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

There are no applications made during the financial year 2024-25 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.

	For and on behalf of Board of Directors
	Yarra Chandra Rao
	Chairman DIN : 00603401
1 st August 2025,	567B Urla Industrial Area Raipur, Chhattisgarh