Hariom Pipe Industries Ltd

Board's Report

Dear Members,

The Board of Directors is delighted to present the 17^th Annual Report on the business and operations of the Company (''the Company'' or ''HPIL''), together with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023-24).

(i) Financial Results:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The key highlights of standalone financial performance for the year ended March 31, 2024, as compared with the previous year is summarized below:

(ii) Operational Review:

During the year under review, your Company has registered a total income of Rs.1,15,838.47 Lakhs as against Rs.64,446.03 Lakhs in the previous financial year, showing a significant year- on-year growth of 80%. The Net Profit of the Company has increased to Rs.5,679.95 Lakhs as against the Net Profit of Rs.4,620.80 Lakhs in the previous financial year showing a rise of 23%. Earnings per share for the year was Rs.20.34/-.

Your Company is actively engaging with customers to nurture long-term partnerships while also seeking to establish new relationships. The Directors remain optimistic about the business's prospects and are hopeful for improved performance and increased revenue in the coming year. They are confident that these efforts will lead to greater success and sustained growth for the Company.

2. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend @6%, i.e., Rs.0.60/-(Sixty Paisa only) per equity share of face value of Rs. 10/- each, as final dividend for the FY 2023-24, subject to the approval by the members at the ensuing Annual General Meeting. The payment of dividends will be subject to deduction of applicable taxes and shall be payable to those shareholders whose name appears in the Register of Members as on the record date i.e., September 16, 2024. The final dividend for the FY 2023-24 would involve a cash outflow of Rs.1,73,19,075.00/- (Rupees One Crore Seventy- Three Lakhs Nineteen Thousand and Seventy-Five only).

The Dividend Distribution Policy, pursuant to Regulation 43A of SEBI Listing Regulations (as amended) is available on the Company's website and can be accessed at URL https://www.hariompipes. com/pdf/policies/Dividend-Distribution-Policy.pdf.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserves during the financial year ending March 31, 2024.

(i) Authorised Capital:

During the year under review, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company is Rs.40,00,00,000/- (Rupees Forty Crores only) divided into 3,66,83,800 (Three Crore Sixty-Six Lakhs Eighty-Three Thousand and Eight Hundred) equity shares of Rs.10/- (Rupees Ten only) each and 33,16,200 (Thirty-Three Lakhs Sixteen Thousand and Two Hundred) 0% Series A redeemable NonCumulative Preference Shares of Rs.10/- (Rupees Ten only) each.

(ii) Paid-up Capital:

During the year under review, the Paid-up Share Capital of the Company was increased from Rs.30,56,56,290/- to Rs.31,81,51,260/-. The total Paid-up Share Capital of the Company is Rs.31,81,51,260/- (Thirty One Crore Eighty One Lakhs Fifty One Thousand Two Hundred and Sixty only) divided into 2,88,65,126 Equity Shares of Rs.10/- each and 29,50,000 Preference Shares of Rs.10/- each as on 31^st March, 2024.

a) The Board of Directors vide resolution passed by circulation on April 06, 2023 has allotted 2,750 Equity Shares of Rs.10/- each as Preferential Issue.

b) The Board of Directors vide resolution passed by circulation on January 03, 2024 has allotted 12,46,747 Equity Shares at an issue price of Rs.345/- each (i.e., of the face value of Rs.10/- each and at a premium of Rs.335/- each), consequent to the exercise of 12,46,747 convertible warrants allotted on preferential basis.

5. PREFERENTIAL ISSUE:

The Company's Members at their meeting held on February 20, 2023, approved the issuance of 21,44,000 equity shares and 33,71,000 convertible warrants at Rs.345 each. The Company received inprincipal approval for these from BSE Limited and National Stock Exchange of India Limited on March 24, 2023 and March 27, 2023, respectively, for the issue and allotment of 21,43,500 equity shares and 33,69,500 convertible warrants.

On April 6, 2023, the Company allotted 2,750 equity shares and 7,500 convertible warrants, with trading approval for the equity shares granted on June 5, 2023, from both stock exchanges.

The funds raised through this preferential issue will be used by the Company to meet the Company's working capital requirements. There has been no deviation or variation in the utilization of the proceeds of the preferential issue during the year under review.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

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

7. DEPOSITS FROM PUBLIC:

During the year under review, the Company has neither accepted nor renewed any deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any modification, amendment and re-enactment thereto for the time being in force from the public.

8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / associate companies during the year under review.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of this Annual Report. The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report in accordance with the provision of Listing Regulations for the year ended March 31, 2024.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time are annexed as "BR_Annexure - I" to this Annual Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Seven (7) Directors with an optimum combination of Executive, Non-Executive and Independent Directors including two Women Directors and three Independent Directors. The details of Board and Committee composition, tenure of directors, number of meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

a) Directors Retiring by Rotation:

In compliance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mrs. Sunita Gupta, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Board of Directors recommend her re-appointment.

Brief profile of Mrs. Sunita Gupta has been provided in the notice and forms a part of this Annual Report.

b) Appointment/Re-appointment/Change in Designation of Director:

During the year under review, the Members approved the following appointment, re-appointment and change in designation of Directors:

(i) Re-appointment of Mr. Rupesh Kumar Gupta, (DIN: 00540787) as a Managing Director of the Company for a period of 3 (three) years effective from January 08, 2024.

(ii) Re-appointment of Mr. Sailesh Gupta (DIN: 00540862) as a Whole Time Director of the Company for a period of 3 (three) years effective from January 08, 2024.

(iii) Change in designation of Mr. Soumen Bose (DIN: 09608922) from Non-Executive Independent Director to Non-Executive Director of the Company effective from January 03, 2024.

Except as stated above, there were no changes in the Board of Directors of the Company.

c) Key Managerial Personnel:

In compliance with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were following changes in the Key Managerial Personnel of the Company during the year under review:

(i) Mr. Chirag Partani resigned from his position as Company Secretary and Compliance Officer effective from the close of business hours on October 10, 2023. The Board sincerely appreciates and acknowledges his contributions and dedicated service during his tenure.

(ii) Mrs. Rekha Singh was appointed as the Company Secretary and Compliance Officer of the Company effective from October 10, 2023.

Except as mentioned above, there have been no other changes in the Key Managerial Personnel of the Company. As on March 31, 2024, the Company has following Key Managerial Personnel:

Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms a part of this Annual report.

d) Meetings of the Board:

During the year under review, five (5) meetings of the Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of Board meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

(i) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, with respect to their name appearing in the data bank of Independent

Directors maintained with Indian Institute of Corporate Affairs.

(ii) Meeting of Independent Directors:

Meeting of the Independent Directors, held without the presence of NonIndependent Directors and members of Management took place on February 27, 2024. The Independent Directors inter- alia have reviewed and evaluated the performance of Non-Independent Directors, the Committees, the Managing Director and the Board as a whole along with the performance of the Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(iii) Familiarization Programmes for Independent Directors:

In accordance with the requirements of Listing Regulations, all the Independent Directors are familiarized with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of the familiarization programme imparted to Independent Directors of the Company during FY 2023-24 is available on the Company's website, which can be accessed at https://www.hariompipes.com/investor- relations-details-of-familiarization- programmes.php

(f) Committee of the Board and details of meetings:

The various Committees constituted by the Board, as stipulated under the Companies Act and Listing Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee;

(iv) Corporate Social Responsibility (CSR) Committee; and

(v) Risk Management Committee.

All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.

During the year under review, four (4) meetings of the Audit Committee, three (3) meetings of Nomination and Remuneration Committee, one (1) meeting of Stakeholders Relationship Committee, one (1) meeting of Corporate Social Responsibility (CSR) Committee and two (2) meetings of Risk Management Committee were convened and held.

Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees during the year has been enumerated in the Corporate Governance Report, which forms a part of this Annual Report.

(g) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. Potential independent Board members are also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board diversity, the policy is available on the Company's website, which can be accessed at https://www. hariompipes.com/pdf/policies/nomination-and- remuneration-policy.pdf

12. BOARD EVALUATION:

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the Listing Regulations, an evaluation of the annual performance of the Board, its Committees and Individual Directors were undertaken by the Board. To ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ("NRC") has put in place an evaluation framework for conducting the performance evaluation exercise.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its committees and individual Directors for the FY 2023-24.

The performance evaluation of the Board was conducted based on key attributes such as composition, administration, corporate governance, independence from Management, safeguarding the interest of the Company and its minority shareholders etc. Parameters for evaluation of Directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, the Committees were evaluated on parameters such as adherence to their terms of the mandate, deliberations on key issues, reporting to Board etc. Evaluation of the Chairman was focused on the basis of his leadership, guidance to the Board and overall effectiveness. The Directors expressed their satisfaction with the evaluation process.

In a separate meeting of the Independent Directors, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Board.

13. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered into by the Company during the year under review, were in the Ordinary Course of Business and at an Arm's Length basis and were reviewed and approved by the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions are presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements which forms a part of this Annual Report.

In compliance with the requirements of the Listing Regulations, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company's website at https:// www.hariompipes.com/pdf/policy-on-related- party-transaction.pdf

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as "BR_Annexure - II" to this Annual Report.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India ('ICSI').

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief, your Directors state that:

a. In the preparation of the annual accounts for financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31, 2024 and of the statement of profit and loss of the Company for the financial year ended March 31, 2024;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended March, 31, 2024 on a 'going concern basis';

e. They had laid down proper Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

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

(i) Statutory Auditors and Statutory Auditor's Report:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. R Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/W100721) were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 14^th Annual General Meeting held on September 14, 2021 till the conclusion of 19^th Annual General Meeting to be held in the year 2026.

The Independent Auditors' Report issued by M/s. R Kabra & Co. LLP, Chartered Accountants, Statutory Auditors of the Company on the Financial Statements for the FY 2023-24 is unmodified and do not contain any qualification, reservation, or adverse remark or disclaimer. The Statutory Auditor's Report is enclosed with the Financial Statements and forms a part of this Annual Report.

Reporting of Frauds by Auditors:

During the year under review, there is no instance of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

(ii) Cost Auditors and Cost Audit Report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company has to maintain the cost accounts and records, as specified by the Central Government. These cost accounts and records are subject to an audit by a Cost Accountant.

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s. Sheshadri & Associates, Cost Accountants, (Firm Registration No. 101476) as the Cost Auditors of the Company for conducting the cost audit for the FY 2024-25. The necessary consent letter and certificate of eligibility was received from the cost auditors confirming their eligibility to be reappointed as the Cost Auditors of the Company. Further, a resolution seeking Members' approval for ratifying the remuneration payable to the Cost Auditors for the FY 2024-25 has been included in the the notice convening 17^th Annual General Meeting for their ratification.

The Cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

Cost Audit Report for the year ended March 31, 2024:

The Cost Audit Report for the FY 2023-24 Shall be filed with the Central Government within the stipulated timeline.

Maintenance of Cost Records:

The provisions of Cost Records are applicable to the Company and the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) Section 148 of the Companies Act, 2013.

(iii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on May 17, 2024 have re-appointed M/s. VSSK & Associates, Practicing Company Secretary as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the year ending March 31, 2025.

Annual Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed as "BR_Annexure - III" to this Annual Report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. VSSK & Associates, Secretarial Auditors and submitted to the stock exchanges.

(iv) Internal Auditors and Internal Audit Report:

Pursuant to the provisions of Section 138 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Ravi Ladia & Co., Chartered Accountants (Firm Registration No. 014255s), as an Internal Auditors of the Company for the FY 2024-25. M/s. Ravi Ladia & Co., have confirmed their willingness to be re-appointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.

17. CREDIT RATINGS:

During the FY 2023-24, CRISIL Ratings Limited has assigned the following rating vide its letter dated April 01, 2024, to the Company:

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has constituted Corporate Social Responsibility (CSR) Committee comprising of three Directors, Mr. Rupesh Kumar Gupta, Mr. Sailesh Gupta and Mr. Pramod Kumar Kapoor. The Chairman of the committee is an Executive Director. During the year under review, the Company has spent a total sum of Rs.87,20,504/- on the CSR activities as approved by the CSR Committee.

Brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "BR_Annexure - IV" and forms a part of this Annual Report. The above said Policy is available on the Company's website, which can be accessed at https://www.hariompipes.com/ pdf/policies/CSR-Policy.pdf.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, as well as the size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure the reliability of financial reporting, providing timely feedback on the achievement of operational and strategic goals, ensure compliance with policies, procedures, applicable laws and regulations and assure that all assets and resources acquired are used economically.

20. QUALITY AND SYSTEMS:

During the year under review, your Company continues to maintain its certification under the Integrated Management Systems with certifications under ISO 9001:2015.

21. CODE OF CONDUCT:

In compliance with Regulation 17(5) of Listing Regulations, the Company has a comprehensive Code of Conduct ('the Code') in place applicable to all the Senior Management Personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Company's website, which can be accessed at https://www.hariompipes. com/pdf/code-of-conduct/Code-of-Conduct-for- Board-and-Senior-Management.pdf.

The Members of the Board and Senior Management Personnel have affirmed compliance with the respective Code of Conduct, as applicable to them for the financial year ended March 31, 2024. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Corporate Governance Report which forms a part of this Annual Report.

22. ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the financial year ended March 31, 2024, has been hosted on the Company's website, which can be accessed at https://www.hariompipes. com/investor-relations-annual-return.php.

23. CORPORATE GOVERNANCE REPORT:

Your Directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with the Regulation 34(3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Corporate Governance Report as on March 31, 2024 as stipulated under the Listing Regulations forms a part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulations forms a part of this Annual Report.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In accordance with Regulation 34(2)(f) of the Listing Regulations read with SEBI Circular SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 dated May 10, 2021, the BRSR for the FY 2023-24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms a part of this Annual Report. In addition to the BRSR, the Annual Report of your Company provides an insight on various ESG initiatives adopted by the Company.

25. COMPANY'S POLICIES:

The details of the policies approved and adopted by the Board are provided in the Corporate Governance Report which forms a part of this Annual Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The Company has not given any Loans, Guarantees or made any Investments under section 186 of the Companies Act 2013.

27. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with an objective of having a Board with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors can be accessed at the Company's website at https://www.hariompipes. com/pdf/policies/nomination-and-remuneration- policy.pdf

Based on the recommendations of Nomination and Remuneration Committee, the Board has framed a Remuneration Policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration, specifying criteria for evaluation of performance and process. As part of the policy, Company strives to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel (KMP) and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for the Human Resources and Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company.

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Non-Executive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, commission, retirement benefits) should be given to Managing Director, Wholetime Directors, KMPs and Senior Management.

The Remuneration Policy, outlining the principles and guidelines for the compensation of Directors, Key Managerial Personnel (KMP) and Senior Management can be accessed at the Company's website at https://www.hariompipes.com/pdf/ policies/nomination-and-remuneration-policy.pdf

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Whistle Blower Policy aims to encourage directors, employees and other stakeholders to report any instances of unethical or improper activity, actual or suspected fraud or violation of the Code of Conduct without fear of retaliation. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The policy may be accessed on the Company's website at https://www.hariompipes.com/pdf/policies/whistle- blower-policy.pdf.

During the year under review, your Company has not received any complaints under the vigil mechanism.

29. RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for appropriate identification and establishing controls to effectively manage different kinds of risks. This risk identification exercise is integrated with the annual planning cycle, ensuring both regularity and comprehensiveness. Risks are identified at the strategic, business, operational and process levels.

The Board has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of Listing Regulations, 2015 to frame, implement and monitor the risk management plan and ensure its effectiveness. The details of the Committee, its terms of reference and meeting details are set out in the Corporate Governance Report which forms a part of this Annual Report. The Policy on Risk Management of the Company is posted on the Company's website and can be accessed at https://www.hariompipes. com/pdf/policies/Risk-Management-Policy-new. pdf.

30. PARTICULARS OF EMPLOYEES:

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other

requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as "BR_Annexure - V". Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules forms a part of this Annual Report. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing Annual General Meeting.

31. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

In compliance with the provisions of SEBI (PIT) Regulations, 2015, the Board has formulated a Code of Internal Procedures and Conduct to regulate, monitor, and report trading by Insiders. This code outlines the guidelines and procedures to be followed, and the disclosures required by insiders when dealing with Company shares, while also warning them of the consequences of non-compliance. The code of conduct has been hosted on the Company's website, which can be accessed at https://www.hariompipes.com/pdf/ code-ofconduct/Code%20of%20Conduct%20 under%20PIT%20Regulations,%202015.pdf.

Further, the Board has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Policy"). This code ensures the fair disclosure of events and occurrences that could affect price discovery in the market for the Company's securities, promoting uniformity, transparency, and fairness in dealings with all stakeholders, and ensuring adherence to applicable laws and regulations. The Fair Disclosure Code has been hosted on the Company's website, which can be accessed at https://www.hariompipes. com/pdf/policies/Fair-Disclosure-Policy.pdf.

32. POLICY ON SEXUAL HARASSMENT:

The Company has always believed in proving a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been constituted by the Senior Management. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been reported.

33. LISTING STATUS:

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The annual listing fees for the year 2024-25 have been paid to both the exchanges. The Company has also paid the Annual Custody Fee to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year ended March 31, 2024.

34. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD'S REPORT:

The Company has not made any revisions to the Financial Statements or Board's Report for any of the three preceding financial years.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, no significant and/ or material orders, were passed by any Court or Regulator or Tribunal, which may impact the going concern status of the Company and its future operations.

36. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application have been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

37. MATERIAL CHANGES AND COMMITMENTS:

The material events that have occurred after the close of the financial year till the date of this report are as follows:

1. A non-compete agreement dated September 18, 2021 was executed between Hariom Pipe Industries Limited and M/s. Ultra Pipes represented by their common promoter. This agreement prohibits the promoters from engaging in or expanding any business activities that compete with Hariom's business through M/s. Ultra Pipes.

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on May 27, 2024, approved the acquisition of the Operating Assets (Building and Plant & Machinery) of M/s. Ultra Pipes, located in Mahbubnagar District, at a pay consideration of Rs.40.16 Crores under the terms and conditions specified in the Asset Acquisition Agreement.

This action aligns with the commitment outlined in the definitive agreement. Since the agreement restricts the promoter from expanding capacity in Ultra Pipes and running it independently, this acquisition will ensure smooth operations and overall business prosperity for Hariom Pipe Industries Limited.

2. As approved by the members in their meeting held on February 20, 2023, the Company has allotted 33,48,125 and 7,500 Convertible Warrants on March 31, 2023 and April 06, 2023 respectively. These warrants carry a right to subscribe 1 (one) Equity Share per warrant, and shall be exercised in one or more tranches during the period commencing from the date of allotment of warrants until the expiry of 18 (eighteen) months from the date of allotment of warrants.

Accordingly, the Board of Directors vide resolution passed by circulation on June 24, 2024 has approved second tranche of allotment of 20,93,825 Equity Shares, at an issue price of Rs.345/- each (i.e., face value of Rs.10/- each and at a premium of Rs.335/- each), consequent to the exercise of 20,93,825 convertible warrants allotted on preferential basis. The newly allotted shares will rank pari-passu with the existing equity shares of the Company in all respects, including dividend entitlement and voting rights.

The Company has completed all necessary formalities and regulatory compliances associated with this allotment. The shares will be credited to the respective demat accounts of the warrant holders, and necessary filings with the regulatory bodies will be completed in due course.

Except as mentioned above, there are no other material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2024 and the date of this Board's Report.

38. GENERAL:

During the year under review, your Directors notify that no disclosure or reporting is required for the following items as there were no transactions related to these items during the financial year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

(iii) The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

(iv) There was no one-time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

39. HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

40. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the cooperation and continued support received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Governments, Regulators and local bodies. The Directors also wish to place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The Board look forward to your continued support in the future