HEG Ltd

Dear Members,

Your Directors have The pleasure of presenting The ir 52^nd Annual Report toge Their with Audited Financial Statements for The financial year ended 31^st March, 2024.

1. Financial Results

Note: No amount transferred to reserves.

2. Overall Performance

The Company recorded net sales of C2,379.82 Crore during The financial year 2023-24 as compared to C 2,435.32 Crore in The previous financial year. The Net Profit during The financial year 2023- 24 was at C 231.54 Crore as compared to a net profit of C 455.51 Crore in financial year 2022-23 translating to Basic Earnings Per Share at C 59.99 for The financial year 2023-24 as against C 118.02 in financial year 2022-23.

3. State of Company's Affairs

The analytical review of The Company's performance and its businesses, including initiatives in The areas of Human Resources and Corporate Social Responsibility have been presented in The section of Management Discussion and Analysis of this Annual Report.

Electrode Sector

As per World Steel Association's data, total world steel production did not register any growth in CY2023 compared to CY2022 and remained more or less at The same level of 1888 million mt.

World Steel production outside China also remained at around 868 mmt – similar to 870 mmt in CY2022.

Chinese steel production while growing in The first half of 2023, dropped significantly in The second half and The full-year production of 1020 mmt was again in The same region as 2022 due to demand erosion.

However, persistent low domestic demand within China has resulted in increased Chinese steel exports which increased by 34% from 67 mmt in 2022 to 97 mmt in 2023 putting pressure on steel production in The rest of The world.

Amongst some of The large Steel producing regions - US stood at The same level in 2023 at 80.7 mmt as in 2022 while production in EU declined by 7 percent.

India ranked as The second-largest global steel producer, recorded a notable 11.8% increase in production, reaching 140.2 mmt on The back of healthy domestic demand from The infrastructure and real estate sectors. Here we need to remember that in India, steel production is predominantly thru blast furnace route and a significant portion of Steel is also produced from induction furnaces which is not our customer segment.

Due to weak industrial and manufacturing activities, steel prices remained subdued through The year in most steel-consuming markets.

Despite The pricing pressure on graphite electrodes, The Company operated at 81% utilization, The highest utilization rate among all Western graphite electrode companies.

During The third quarter of FY24, The Company commercialized its brownfield expansion project to increase The existing capacity from 80,000 TPA to 1,00,000 TPA. Due to The long duration of The production cycle of our products commercial production from our expanded capacity will be in The market during FY24-25.

The Needle coke prices keep correcting due to difficult market conditions but There is always a time lag between needle coke procurement time and sales of finished electrodes.

While The short-term prospects for graphite electrodes appear dismal owing primarily to geopolitical instability that has impacted industrial activity in developed nations, The long-term demand for graphite electrodes looks promising, considering a global thrust on adopting The EAF route for manufacturing steel.

Till date, as per company information, more than 90 mmt of new Greenfield capacities have already been announced and we keep seeing such announcements regularly.

Out of this, about 10 mmt is already in operation and anOther 30 mmt is expected to be in operation btw now and end of 2025.

We expect GE demand to increase gradually by around 150 to 200,000 mt by 2030, which is a significant increase over The current demand of around 5-600,000 tons UHP ex China.

We remain one of The most cost-competitive and quality producers of graphite electrodes in The world fully ready to capture any available opportunities.

Power Generation

The Company has captive power generation capacity of 76.5MW (comprising two Theirmal power plants and a hydroelectric power facility).

Company currently buys its power needs from MP state electricity board and excess power generated is sold in The market through IEX and bi-partite power purchase agreement with open access to consumers.

The turnover of The Power Segment marginally decreased to C 33.83 Crore in FY 2023-24 (after inter-segmental sales) from C 47.10 Crore in FY 2022-23.

4. Change in Share Capital

During The Financial Year 2023-24, There was no change in The Share Capital of The Company.

5. Material Changes and Commitments

No material changes and commitments affecting The financial position of The Company have occurred between The end of The financial year of The Company to which The financial statements relate and The date of The report.

6. Change in The Nature of Business

There is no change in The nature of business during The financial year 2023-24.

7. Subsidiary, Associate Companies or Joint Ventures (i) Subsidiary Company

The Company has 1 (One) Wholly Owned Subsidiary ("Subsidiary or WOS") namely TACC Limited incorporated on 26^th December, 2022.

TACC Limited had no business operations during The financial year 2023-24 and Net Loss was C152.62 Lakh.

In terms of provisions of Section 136(1) of The Companies Act, 2013, The audited financial statements of TACC Limited, WOS of HEG Limited, have been placed on The website of The Company and are not being annexed in this Annual Report.

The financial statements of The subsidiary are kept for inspection by The shareholders at The registered office of The Company. The Company shall provide, The copy of The financial statements of its subsidiary to The shareholders free of cost upon The ir request.

The Managing Director of The Company does not receive any remuneration or commission from its subsidiary except The sitting fee.

(ii) Associate Companies or Joint Ventures

There are two Associates of The Company namely Bhilwara Infotechnology Limited and Bhilwara Energy Limited.

Bhilwara Infotechnology Limited had a turnover (Revenue from Operations) of C 27.77 crore and Profit After Tax was C 5.36 crore in The financial year 2023-24.

Bhilwara Energy Limited had a consolidated turnover (Revenue from Operations) of C 475.10 crore and Net Profit (attributable to owners of The parent) was C 162.40 crore as per The ir audited consolidated financial statements for The financial year ended 31^st March, 2024.

The Company has no Joint Ventures.

No Company has become/ceased to be an Associate or Joint Venture during The financial year 2023-24.

Performance of Associate Companies & Subsidiary and The ir contribution to overall performance of The Company has been mentioned in The Notes to Accounts to The consolidated financial statements.

Pursuant to The provisions of Section 129(3) of The Companies Act, 2013, a statement containing The salient features of financial statements of subsidiary and associate companies is annexed in The Form AOC-1 to The consolidated financial statements and hence not repeated here for The sake of brevity.

8. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by The Company in accordance with applicable provisions of The Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements toge Their with Auditors' Report form part of The Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remarks.

9. Dividend

Your Directors are pleased to recommend a final dividend at The rate of C22.50 per equity share on 3,85,95,506 equity shares of face value of C 10 each for The financial year ended 31^st March, 2024 subject to The approval of The Shareholders at The ensuing 52^nd Annual General Meeting (AGM) of The Company. The dividend, if declared by The Shareholders in The AGM will be subject to deduction of tax at source at applicable rates.

As per Regulation 43A of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Dividend Distribution Policy is attached as Annexure IV, which form part of this report and is also available on The website of The Company.

10. Corporate Governance

A report on Corporate Governance forms part of this Report along with The Auditors' Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors' Certificate for The financial year 2023-24 does not contain any qualifications, reservations or adverse remarks.

11. Management Discussion and Analysis

Management Discussion and Analysis Report as required under The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual Report.

12. Business Responsibility & Sustainability Report (BRSR)

As per Regulation 34 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility & Sustainability Report describing The initiatives taken by The Company from an environmental, social and governance perspective is attached as part of The Annual Report.

13. Internal Control / Internal Financial Control Systems and Adequacy ereof

The Company has an adequate internal control system commensurate with The size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to The top management. The Company has a well-defined organisational structure, authority levels and internal rules and guidelines for conducting business transactions.

Fur Their, The Internal Financial Control framework is under consistent supervision of Audit Committee, Board of Directors and also Independent Statutory Auditors. During The year, no reportable material weakness in The design or operations was observed.

14. Personnel a) Industrial relations

The industrial relations during The period under review generally remained cordial at all The plants of The Company.

b) Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-I.

15. Public Deposits

Your Company has not invited any deposits from public/ shareholders in accordance with Chapter V of The Companies Act, 2013.

16. Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals

There were no significant material orders passed by The Regulators/Courts/Tribunals during The financial year 2023-24 which would impact The going concern status of The Company and its future operations.

17. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with The provisions of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given as Annexure-II forming part of this Report.

18. Directors and Key Managerial Personnel i. DIRECTORS

Shri Ravi Jhunjhunwala (DIN: 00060972) was re-appointed as Managing Director of The Company in The 51^st Annual General Meeting ("AGM") held on 31^st August, 2023. There-appointment of Shri Ravi Jhunjhunwala, as Managing Director was approved in The said AGM for The period of five years with effect from 13^th February, 2024 upto 12^th February, 2029. He will continue to act as Chairman and Chief Executive officer of The Company in accordance with The Articles of Association and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Smt. Ramni Nirula (DIN: 00015330) was reappointed as an Independent Director in 51^st AGM held on 31^st August, 2023. There-appointment of Smt. Ramni Nirula, as an Independent Director was approved for The second term of five consecutive years with effect from 31^st October, 2023 upto 30^th October, 2028.

The first term of office of Shri Jayant Davar (DIN: 00100801), as an Independent Director is expiring on 13^th August, 2024. The Board has recommended The re-appointment of Shri Jayant Davar as an Independent Director upon The recommendation of Nomination and Remuneration Committee, for a second term of five consecutive years with effect from 14^th August, 2024 upto 13^th August, 2029, subject to approval of Shareholders at The ensuing Annual General Meeting.

Shri Manish Gulati (DIN: 08697512) and Smt. Vinita Singhania (DIN: 00042983) shall retire by rotation at The ensuing Annual General Meeting and being eligible, offer The mselves for re-appointment. The Board hereby recommends The ir re-appointment for approval of shareholders in The ensuing Annual General Meeting.

Shri Davinder Kumar Chugh, Independent Director, resigned from The Board with effect from 22^nd May, 2024. The Board places on record its appreciation for The valuable guidance and contribution provided by Shri Davinder Kumar Chugh in The deliberations of The Board during his tenure as Independent Director.

The Board confirms that independent director appointed during The year possess The desired integrity, expertise and experience. The Independent Directors of The Company stated that The y are in compliance with The Section 150 of The Companies Act, 2013 read with Rule 6 (1) & (2) of The Companies (Appointment & Qualification of Directors) Rules, 2014.

All Independent Directors have given declarations that The y meet The criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ey have also complied with The Code for Independent Directors prescribed in Schedule IV of The Companies Act, 2013.

In The opinion of Board, Independent Directors fulfil The conditions specified in The Companies Act, 2013 read with schedules and rules Thereto as well as The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

The Company has a Code of Conduct for The Directors and Senior Management Personnel. is Code is a comprehensive code applicable to all Directors and members of The Senior Management. A copy of The Code has been put on The Company's website www.hegltd.com.

The brief profile, pursuant to Regulation 36 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, of The Directors eligible for appointment/re-appointment forms part of The Notice of Annual General Meeting and Corporate Governance Report.

ii. KEY MANAGERIAL PERSONNEL

The following are The Key Managerial Personnel of The Company as on 31^st March, 2024: a) Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO b) Shri Manish Gulati, Executive Director

c) Shri Gulshan Kumar Sakhuja, Chief Financial Officer d) Shri Vivek Chaudhary, Company Secretary

19. Board Evaluation

The Board has carried out an annual evaluation of its own performance, The Directors individually as well as The evaluation of The working of its Committees, in The manner as enumerated in The Nomination and Remuneration Policy, in accordance with The provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation exercise covered various aspects of The Board's functioning such as composition of The Board & Committee(s), The ir functioning & effectiveness, contribution of all The Directors and The decision making process by The Board.

Your Directors express The ir satisfaction with The evaluation process and inform that The performance of The Board as a whole, its Committees and its member individually were adjudged satisfactory.

20. Nomination and Remuneration Policy

The Nomination & Remuneration Policy of The Company is in place and is attached as Annexure-III to this Report.

21. Meetings of The Board

The Board of Directors met six times in The financial year 2023-2024 through Physical Meeting / Video Conferencing as permitted by relevant MCA circulars

& SEBI Circulars read with Rule 3 of The Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of The Companies Act, 2013. The intervening period between any two consecutive Board Meetings was within The maximum time gap prescribed under The Companies Act, 2013, Regulation 17 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-1 issued by ICSI. The details of The Board Meetings and The attendance of The Directors are provided in The Corporate Governance Report.

22. Contracts and Arrangements with Related Parties

The Board of Directors of The Company, acting upon The recommendation of its Audit Committee of Directors, has approved The policy and procedures with regard to Related Party Transactions for reviewing, approving and ratifying Related Party transactions and in providing disclosures with respect to The above transactions, as required under The Companies Act, 2013, SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time and Other applicable provisions, rules and regulations made Thereunder.

All related party contracts/arrangements/ transactions that were entered into during The financial year were on an arm's length basis and were in The ordinary course of business.

All Related Party Transactions are placed before The Audit Committee for approval. Prior omnibus approval of The Audit Committee was obtained for The transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to The omnibus approval so granted is placed before The Audit Committee for approval on a quarterly basis. The statement is also supported by a Certificate from The Internal Auditor and Chief Financial Officer.

The updated policy on Related Party Transactions as approved by The Board is uploaded on The Company's website, The weblink of which is as under: https://hegltd.com/wp-content/uploads/2022/05/HEG_ RPT-Policy_09.02.2022.pdf

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis The Company that have a potential conflict with The interests of The Company.

In terms of Regulation 23 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company has submitted The half yearly disclosure of related party transactions on a consolidated basis to The BSE Ltd. and National Stock Exchange of India Ltd.

Since No material Related Party Transactions were entered during The financial year of The Company. Accordingly, The disclosure of Related Party Transactions as required under Section 134(3)(h) of The Companies Act, 2013 in Form AOC-2 is not applicable.

23. Committees of The Board

The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of all The committees, along with The ir charters, composition and meetings held during The year, are provided in The Report on Corporate Governance, as part of this Annual Report.

All The recommendations of The Committees were accepted by The Board during The financial year 2023-24.

24. Auditors

M/s SCV & Co LLP having (Firm Registration No- 000235N/N500089), Chartered Accountants, The Statutory Auditors of The Company had been reappointed as The Statutory Auditors for a second term of 5 consecutive years from The conclusion of 50^th Annual General Meeting (AGM) held on 1^st September, 2022 till conclusion of 55^th AGM of The Company, on such remuneration as may be mutually agreed between The Board of Directors of The Company and The Statutory Auditors from time to time.

Fur Their The Auditors have confirmed The ir eligibility under Section 141 of The Companies Act, 2013 read with rules made Thereunder.

The Auditors' Report read along with Notes to Accounts is self explanatory and Therefore does not call for any fur Their comments.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

No fraud has been reported by The Statutory Auditors under Section 143(12) of The Companies Act, 2013 and The rules made Thereunder.

25. Cost Auditors

In terms of sub-section (1) of Section 148 of The Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, The Company is required to maintain The cost records. Accordingly, such accounts and records have been maintained by The Company.

The Cost Audit for financial year ended 31^st March, 2023 was conducted by M/s. N.D. Birla & Co. (M. No. 7907). The said Cost Audit Report was filed on 6^th September, 2023.

No fraud has been reported by The Cost Auditors under Section 143(12) of The Companies Act, 2013 and The rules made Thereunder.

Based on The recommendation of Audit Committee at its meeting held on 22^nd May, 2024, The Board has approved The re-appointment of M/s. N.D. Birla & Co. (M. No. 7907), as The Cost Auditors of The Company for The financial year 2024-2025 on a remuneration of C3,00,000/- plus applicable taxes and out of pocket expenses that may be incurred by The m during The course of audit.

As required under The Companies Act, 2013, The remuneration payable to The Cost Auditor is required to be placed before The Members in a general meeting for The ir ratification. Accordingly, a resolution seeking Member's ratification for The remuneration payable to M/s. N.D. Birla & Co., Cost Auditors is included in The Notice convening The ensuing Annual General Meeting.

26. Secretarial Auditor

Pursuant to The provisions of Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company had appointed M/s. GSK & Associates, a firm of Company Secretaries in Practice to undertake The Secretarial Audit of The Company for The financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-V.

No fraud has been reported by The Secretarial Auditors under Section 143 (12) of The Companies Act, 2013 and The rules made Thereunder.

The Board upon The recommendation of Audit Committee has re-appointed M/s. GSK & Associates, Company Secretaries in practice as Secretarial Auditor of The Company for The financial year 2024-25.

27. Qualification, Reservation or Adverse Remark in The Audit Reports

There is no qualification, reservation or adverse remark made by The Statutory or Cost or Secretarial Auditors in The ir Audit Reports issued by The m.

28. Business Risk Management

The objective of risk management at The Company is to protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risk is an integral part of every employee's job.

Theirisk Management Policy of The Company is in place. The Company's risk management strategy is integrated with The overall business strategies of The organization and is communicated throughout The organization. Risk management capabilities aide in establishing competitive advantage and allow management to develop reasonable assurance regarding The achievement of The Company's objectives.

The annual strategic planning process provides The platform for identification, analysis, treatment and documentation of key risks. It is through this annual planning process that key risks and risk management strategies are communicated to The Board. The effectiveness of risk management strategies is monitored both formally and informally by management and process owners. There is no major risk which may threaten The existence of The Company.

The Company has duly constituted Risk Management Committee inter-alia to oversee Risk Management framework of The Company. The details pertaining to The composition, meetings and terms of reference of The Risk Management Committee are included in The Report on Corporate Governance which forms part of The Annual Report.

29. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), The Company has undertaken CSR projects directly and/or through implementation agencies in The areas of promotion of education, eradicating hunger & poverty, initiatives towards Community Service and Rural Development, Healthcare, Plantation

& Environment Development, Protection of National heritage, Art, Culture etc. ese projects were in accordance with The CSR Policy of The Company and Schedule VII of The Companies Act, 2013.

The Company has a policy on CSR and has constituted a CSR Committee for undertaking CSR activities. The Composition of Committees & Other details are provided in The Corporate Governance Report which forms part of The Annual Report.

The CSR policy may be accessed on The Company's website at The link mentioned below: https://hegltd.com/wp-content/uploads/2021/06/ amended-csr-policy.pdf

The various CSR projects inter-alia undertaken will bring qualitative changes in The lives of The community around The plant location. One of The key project is The empowerment of farmers by fruiting cycle under Project Global Raisen (Rural Economic Transformation) which will result in improvement in The ir income resulting into The ir higher familial and societal status. The Company has established first mega kitchen "Akshaya Patra" in Bhopal. The Kitchen has started serving meals to 900 schools feeding 50,000 children everyday. The Company also runs Graphite school at Mandideep, Bhopal, which is CBSE affiliated and run by The Company for last 22 years. The new school building has started from 5^th April, 2023 with The academic session of 2023-24 taking The total capacity of The school to 2,700 students.

The Annual Report on CSR activities as required under The Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-VI, forming part of this report.

30. Internal Auditors

Pursuant to The provisions of Section 138 of The Companies Act, 2013 and based on The recommendation of Audit Committee, The Board has approved The re-appointment of M/s. S.L. Chhajed & Co. LLP, as The Internal Auditors of The Company for The financial year 2024-2025.

i) In preparation of The annual accounts, The applicable accounting standards have been followed and There are no material departures from The same;

ii) ey have selected such accounting policies and applied The m consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of The state of affairs of The Company at The end of The financial year 2023-24 and of The profit of The Company for The year under review;

iii) ey have taken proper and sufficient care for maintenance of adequate accounting records in accordance with The provisions of The Companies Act, 2013 for safe guarding The assets of The Company and for preventing and detecting frauds and o The irregularities;

iv) ey have prepared The annual accounts on a going concern basis;

v) They have laid down internal financial controls to be followed by The Company and that such internal financial controls are adequate and are operating effectively; and

vi) They have devised proper systems to ensure compliance with The provisions of all applicable laws and that such systems are adequate and operating effectively.

32. Vigil Mechanism /Whistle Blower Policy

The Company has a vigil mechanism named "Whistle Blower Policy", which is overseen by The Audit Committee. The Policy inter-alia provides safeguards against victimization of The Whistle Blower. Employees and Other stakeholders have direct access to The Chairperson of The Audit Committee for lodging concerns if any, for review. The policy is posted on The website of The Company, The web link of which is as under: https://hegltd.com/wp-content/uploads/2018/07/ Whistle-Blower-Policy-08.05.2018.pdf

33. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under The provisions of Section 186 of The Companies Act, 2013 form part of The notes to The financial statements provided in The Annual Report.

34. Investor Education and Protection Fund (IEPF)

There was no dividend declared for The financial year 2015-16 in The Annual General Meeting held on 28^th September, 2016, hence no amount of unclaimed dividend and shares were required to be transferred to IEPF/IEPFA during financial year 2023-24.

The details of same are given in Corporate Governance Report under head Shareholder Information.

35. Insider Trading

In compliance with The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted The following-

i) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The said Code lays down guidelines, which advise Insiders on The procedures to be followed and disclosures to be made in dealing with The shares of The Company and cautions The m on consequences of non-compliances.

ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information- The Code ensures fair disclosure of events and occurrences that could impact price discovery in The market.

iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of UPSI- The policy aims to enable The employees of The Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing The SEBI promptly of such leaks, inquiries and results of such inquiries.

iv) Internal Control Mechanism to prevent Insider Trading- eInternalControlMechanismisadopted to ensure compliances with The requirements given in The regulations and to prevent Insider Trading. The Audit Committee also review compliance with The provision of regulations periodically.

36. Annual Return

In terms of The Section 92 (3) of Companies Act, 2013 as amended, The Annual Return of The Company is placed on The website of The Company https://hegltd.com/annual-general-meeting

37. General Disclosure

a) The Company has maintained Cost Records in accordance with Section 148(1) of The Companies Act, 2013.

b) The Company has a group policy in place against Sexual Harassment in line with The requirements of The Sexual Harassment of Women at The Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company has complied with The provisions of above said act. The Company has undertaken 20 workshops or awareness programmes against sexual harassment of women at The workplace. No complaint of Sexual Harassment was received during The financial year 2023-24.

c) The Company is in compliance of all applicable secretarial standards issued by The Institute of Company Secretaries of India from time to time.

d) The details of difference between amount of The valuation done at The time of one-time settlement and The valuation done while taking loan from The Banks or Financial Institutions along with The reasons Thereof: Not Applicable.

e) The details of application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 (31 of 2016) during The year along with The ir status as at The end of The financial year: Not Applicable.

38. Key Initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety

The Company has duly constituted Stakeholders Relationship Committee with broad terms of reference, The details of which is provided in The Corporate Governance Report which forms part of The Annual Report.

As a responsible corporate citizen, The Company supports The ‘Green Initiative' undertaken by The Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including The Annual Report etc. to shareholders at The ir e-mail address registered with The Depository Participants and Registrar & Transfer Agent.

To support The ‘Green Initiative' and in compliance of Rule 18 of The Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered The ir email addresses or want to update a fresh email id are requested to register The same with The ir Depository Participant in case The shares are held by The m in electronic form and with Company's Registrar & Transfer Agents (RTA) in case The shares are held by The m in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from The Company electronically. The Company has also sent The communication to The concerned shareholders with regard to registration of The ir email address etc. with The Registrar and Share Transfer Agent/ Depository Participants in connection with service of documents through electronic mode.

Fur The, as permitted by MCA Circulars and SEBI Circulars issued from time to time, The Notice of The 52^nd AGM and The Annual Report of The Company for The financial year ended 31^st March, 2024 including Therein The Audited Financial Statements for The year 2023-24, are being sent only by email to The Members.

The Company remained agile to emerging market opportunities by remaining connected with all its customers across The lean period. is effort allowed it to improve its capacity utilisation better than most peers in this space. A higher utilisation helped in better absorption of costs which improved cash flow. The Company stays in contact with its customers on a regular basis. The IT department is developing solutions for increased transparency in business operations and better connectivity with customers.

The Company is committed to protecting The environment. Their&D team works closely with some reputable research institutes to develop environment friendly approaches for sustainable growth which involves identifying alternative/ regenerative carbon feedstock.

The Company supports The principles of inclusive growth and equitable development through not just its corporate social responsibility initiates but through its core business as well. The Company's social upliftment initiatives focus around healthcare, education, removing hunger, community development and environmental conservation, which facilitates in bettering lives and improving livelihood, amongst Others.

39. Acknowledgements

Your Directors wish to place on record, The ir appreciation for The valuable assistance and support received by your Company from banks, financial institutions, The Central Government, The Government of Madhya Pradesh, The Government of Uttar Pradesh and The ir departments. The Board also thanks The employees at all levels, for The dedication, commitment and hard work put in by The m. The Directors appreciate and value The contribution made by every member of The HEG family.