HEG Ltd. — Annual Report 2025

Jul 10, 2025

July 10, 2025

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HEG/SECTT/2025

BSE Limited P J Towers Dalal Street MUMBAI - 400 001. Scrip Code : 509631	National Stock Exchange of India Limited Exchange Plaza, 5thFloor Plot No.C/1, G Block, Bandra - Kurla Complex Bandra (E), MUMBAI - 400 051. Scrip Code : HEG

Sub: Regulation 34 - Notice of 53[rd ] Annual General Meeting (AGM) & Annual Report for the Financial Year 2024-25.

Dear Sir/Madam,

This is in continuation to our earlier letter dated July 3, 2025 with regard to intimation for 53[rd] Annual General Meeting (“AGM”) scheduled to be held on Wednesday, August 20, 2025 at 12:30 p.m (IST) through Video Conferencing /Other Audio Visual Means (“VC/OAVM”) only, pursuant to Regulation 30 and 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the 53[rd] AGM Notice along with the Annual Report of Financial Year 2024-25 being sent through electronic mode to those Members whose e-mail address is registered with the Company or the Depository Participant(s).

Further, pursuant to the Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please also find enclosed a copy of the letter providing web-link/path and QR Code for accessing the Annual Report of the Company for the Financial Year ended March 31, 2025 which is being sent to all the members who have not registered their email address with the Company/Depository Participant(s).

The Notice of the AGM along with the Annual Report for the financial year 2024-25 is also uploaded on the Company’s website at www.hegltd.com .

Kindly take the same on your record.

Thanking You,

Yours faithfully, For HEG Limited

Vivek Digitally signed by Vivek Chaudhary Chaudhary Date: 2025.07.10 11:19:09 +05'30' Vivek Chaudhary Company Secretary A-13263 heg.investor@lnjbhilwara.com

Encl: As above

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AND READY

At HEG, resilience isn’t just a reflection of where we have been - it’s the reason we are ready for where we are going.

Over the years, we have faced headwinds that tested our strength - volatile markets, shifting demand curves, economic slowdowns, and supply - side disruptions. Yet, every challenge was met not with hesitation, but with hard hats and high conviction.

We expanded, when others paused. We upgraded, when others waited. We reimagined our possibilities - because staying still was never an option.

We are Resilient - As we’ve endured, evolved, and emerged stronger. We are Ready - As we’ve prepared, positioned, and powered up for what’s next.

This is not just our story. This is our time. HEG - RESILIENT & READY.

CONTENT

Corporate Overview

Resilient And Ready ............................ 02 About HEG ............................................ 06 Statement From The Chairman’s Office ........................ 10 Key Performance Indicators ............ 14

Management Discussion & Analysis ............................................... 16 Corporate Social Responsibility ...................................... 32 Board of Directors ............................... 39

Statutory Reports

Board’s Report ...................................... 40

Corporate Governance Report ...................................................... 68

Business Responsibility & Sustainability Report .................. 100

Financial Statements

Standalone Financial Statements ........................................... 152 Consolidated Financial Statements ........................................... 242 Corporate Information .................... 342

RESILIENCE

DEFINES US

Our ‘Never Say Die’ spirit gives us the strength to navigate challenges with determination and adaptability. It allows us to learn, grow, and turn obstacles into opportunities, striving to improve. With each challenge, we emerge stronger and more committed towards progressing to a brighter future.

READINESS DRIVES US

Our ‘Active Thinking’ philosophy enables us to conceptualise beyond the immediately visible and proactively prepare for the evolving market demands.

It facilitates the construction of a foundational infrastructure platform that transcends conventional practices, thereby providing us with a notable competitive advantage.

Our methodology establishes new benchmarks within the industry through scalability, strategic allocation of capital, and swift execution.

Collectively, these elements ensure that we are adequately prepared for what’s next.

The potent combination of Resilience and Readiness positions us as a Future-Ready organisation.

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THE WORLD’S LARGEST SINGLE SITE GRAPHITE ELECTRODE PLANT

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ABOUT US

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The Manufacturing
Headquartered
facility is at
in Noida , India.
Mandideep ,
Madhya Pradesh.
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Products are Marketing
UHP (Ultra High Power) presence in India
and HP (High Power) and 35 countries
electrodes used in across the world
Electric Arc Furnaces.
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Equity shares are
listed on the BSE
Limited (BSE) and
National Stock
Exchange of India
Limited (NSE).
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OUR RECOGNITION
Youngest entrant in the global graphite
electrode space.
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The world’s largest single-site graphite electrode manufacturer. Catering to the Top 25 steel producers of the world. Recognised as the highest exporter in the product category for last 25 years. Playing a defining role in decarbonising the steel sector globally.

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OUR VISION
A vibrant globally acknowledged top league
player in Graphite Electrode
& allied business with a commitment
to growth, innovation, quality &
customer focus.
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OUR MISSION
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To become a leading international player
in Graphite Electrodes & related businesses
by leveraging our core competence and
thereby enhancing value to our customers,
shareholders, employees & society.
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NUMBERS THAT DEFINE US
100,000 TPA
Graphite Electrode Capacity
ISO 9001:2015 ISO 14001:2015 ISO 45001:2018
Quality Management Environmental Occupational Health and
Management Systems Safety Management Systems
H 2,153 crore 67%
Revenue from Proportion of Revenue
Operations from Exports
H 388 crore H 101 crore H 319 crore
EBITDA Net Profit Net Cash Flow
from Operations
H 9,334 crore
Market Capitalisation on the BSE
(March 31, 2025)
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53[rd] Annual Report

AT HEG, WE ARE READY FOR THIS INTERESTING OPPORTUNITY.

Between

tons 150,000 to 200,000

Incremental Demand expected for Graphite Electrodes by 2030.

EAF share (excl. China) increased from 44% in 2015 to 50% now

WE AIM TO CAPITALISE ON THIS OPPORTUNITY EFFECTIVELY AND EFFICIENTLY.

Decarbonisation is now an irreversible trend with more and more EAF capacities coming up.

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STATEMENT FROM THE CHAIRMAN’S OFFICE

Our robust foundation adequately positions us to capitalise on forthcoming opportunities. As we persist in adapting to market demands, we remain confident in our capacity to generate enduring value for our shareholders and positively contribute to the decarbonisation of the steel sector.

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Dear Shareholders,

It is with great pleasure that I address you, reflecting on the journey of growth and learning that we have undertaken over the past year. This address holds a special place in my heart it is more than a report on our financial performance. In fact, it allows me to attempt to express my passion for what I believe will unfold over the next 3 to 5 years.

THE YEAR THAT WAS…

Fiscal Year 2025 represented a significant milestone for our company as we reinforced our position within the challenging graphite electrode sector. Our business is intrinsically linked to the steel industry, particularly in relation to the steel manufactured via the Electric Arc Furnace (EAF) method, which is predominant in Western world and Middle East.

Steel production exhibited subdued performance throughout the year, particularly in our focus regions, attributable to intense human conflict and various geopolitical challenges, which shifted the focus from development initiatives to de-risking measures.

THE PERIOD THAT COULD BE…

The other important factor that impacted the global steel sector was the substantial surge in steel production and, consequently, exports by China. The development intensified competition in international markets, pressured global prices and amplified challenges for producers in other regions struggling with tepid domestic demand.

Despite short-term pressures, decarbonisation is now an irreversible trend in the entire world. Steel produced through EAF emits one fourth of carbon v/s the same steel produced through the Blast Furnace route. With most of the world putting more and more focus on environment and reduction of carbon, we remain optimistic about the long-term growth potential for graphite electrode demand.

As a result, the graphite electrode sector endured significant headwinds regarding offtake and margins.

According to the World Steel Association, EAF steel production (w/o China) rose from about 44% to 50%

We were no strangers to this global trend. We too reported a dip in our financial performance.

between 2015 and 2024. With more and Revenue from operations dropped from more electric arc furnaces being installed, C 2,395 crore in FY24 to C 2,153 crore in this is likely to rise at an accelerated phase FY25. Likewise, EBITDA and Net Profit as the de carbonisation push intensifies. declined from C 526 crore to C 388 crore and C 232 crore to C 101 crore over the Increased demand: An analysis of same period.

the global steel sector indicates that approximately 50 million tons of new Green field Electric Arc Furnace capacities are likely to be operational in the next few years between now and end of 2027/28 while about 10 mmt has already been operational.

Notwithstanding the subdued numbers, I am pleased with our overall performance. We approached the subdued trend with poise and confidence. While most of our peers in the industry operated at 6065%, capacity utilisation, we were able to maintain our operational level at 80% despite expanding capacity from 80,000 to 100,000 tons.

From several other announcements made by some of the large steel companies, another 30 to 40 mmt of additional Electric Arc Furnaces are likely to be installed post 2028. This augurs well for our company.

We believe that we are amongst the lowest cost producer of graphite electrodes globally – and we believe we have further strengthened this position as we now operate the single largest plant of Graphite Electrodes in the western world with a capacity of 100,000 tons. In a difficult market condition, this has helped us to maintain highest capacity utilisation in the industry.

Reduced supply: The capacity of Graphite electrodes has seen a decline over the course of the past 12 to 18 months. There have been four plant closures and another four plants have reduced their capacities in the western world, resulting in a cumulative capacity reduction of 120,000 tons – this accounts for approximately 16-18% of the Global total capacity, excluding China and Russia.

The anticipated imbalance in the graphite electrode sector, characterised by increasing demand alongside decreasing supply bodes well for our industry prospects in medium to long term.

OUR RESILIENCE & READINESS

I am pleased to state that HEG is poised to capitalise on the positive trend likely to unfold over the coming years. My optimism stems from our resilience and readiness for whatever lies ahead.

Our resilience: In our five-decade journey, we have experienced and endured multiple sectoral cycles, each enriching our knowledge and enhancing our strength to endure. Even when others were pushed to the brink of closure and beyond, we not only prevailed but also strengthened our growth levers. We scaled capacities, improved product quality, reduced costs, fostered relationships, and widened our reach.

Today, our resilience resides within our team, which is prepared for every possible eventuality and opportunity for future growth.

Our readiness: We have a strong presence in most of the EAF steel companies worldwide – small or big.

Exports have accounted for between 65 to 70% of our total sales for number of years.

Over the past few years we have kept expanding our capacities to meet the expected future demand and we are fully ready for a rebound in performance with the sectorial trend reversal.

OUR NEW VERTICAL

Our graphite anode plant project has gained momentum. We possess the requisite land parcel and relevant site permissions. The groundwork has

commenced. We have finalised the machinery, and orders will be placed within the current year. The C 1,850 crore project, financed through a debt-equity balance, is expected to be operational by 2027.

The opportunity: Currently, anode powder – a critical material for lithium-ion battery production is entirely imported from China. Credible research indicates that India’s domestic demand for anode powder is projected to reach 100,000 to 140,000 tons annually by 2030, driven by the scaling up of local cell manufacturing. With commercial operations in place, we will be well-positioned to capture a share of this growing market and contribute to the development of a localised, resilient battery supply chain.

Our edge: We possess significant advantages in this business space. Our team, technology, and processes are well-established. Our research and development efforts spanning over two decades, along with our pilot plant, have enabled us to stabilise our processes for producing high-quality products.

Most significantly, our presence in India allows us to manage costs effectively, facilitating a seamless entry into the global market.

Our capacity: In the initial phase, we intend to establish a capacity of 20,000 tons, with the potential to double it within the next four to five years, considering the prevailing economic conditions and the sector dynamics.

OUR RESTRUCTURING

The Board has approved the Scheme of Arrangement under which the Graphite business will be transferred to HEG Graphite Limited, which will also be listed on the stock exchanges. The anode business will remain under HEG Limited.

We have filed the application with the stock exchanges. This restructuring will be completed in the current year.

HEG Limited and HEG Graphite Limited will chart independent paths as two distinct, publicly listed entities. Given their fundamentally different growth drivers, risk profiles, and capital needs, this strategic demerger enables each business—Graphite and Green Energy— to focus on its unique strengths. It unlocks value by allowing dedicated management, sharper strategic focus, and better capital allocation.

This marks a significant step in our sustainability journey and positions both companies for agile, competitive growth. Shareholders will benefit from owning shares in two specialised companies, each with enhanced investment potential and long-term value creation opportunities. We believe this is the right move for our company, our employees, and our shareholders, and we look forward to the future it will create for both businesses.

In conclusion, the coming few years instil a sense of optimism within us. Our robust foundation adequately positions us to capitalise on forthcoming opportunities. As we persist in adapting to market demands, we remain confident in our capacity to generate enduring value for our shareholders and positively contribute to the decarbonisation of the steel sector.

As we chart our course for the future, I express my deepest gratitude to the growing HEG family and our valued stakeholders. Your unwavering support and commitment have been the bedrock of our success.

Warm regards,

Ravi Jhunjhunwala Chairman, Managing Director & CEO

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KEY PERFORMANCE

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Total Income EBITDA Net Worth
( B in crore) ( B in crore) ( B in crore)
FY 23 2,576 FY 23 729 FY 23 4,077
FY 24 2,537 FY 24 526 FY 24 4,145
FY 25 2,279 FY 25 388 FY 25 4,160
Net Profit Net Cash from Operations Return on capital employed
( B in crore) ( B in crore) ( In %)
FY 23 456 FY 23 114 FY 23 13.27
FY 24 232 FY 24 615 FY 24 7.19
FY 25 101 FY 25 319 FY 25 3.86
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Earnings per share
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( B )
FY 23 23.60
FY 24 12.00
FY 25 5.25
Dividend payout
( B in crore)
FY 23 154
FY 24 164
FY 25 87
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MANAGEMENT DISCUSSION AND ANALYSIS

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AN ECONOMIC OVERVIEW

The Global Economy

The global economic landscape has demonstrated resilience amid varying performance levels across nations, although with a mix of cautious optimism and lingering uncertainties, particularly against the backdrop of heightened geopolitical instability.

In 2024, the global economy recorded a real GDP growth rate of 3.3%, reflecting resilience despite intensifying downside risks. However, a slowdown in momentum became evident as policy uncertainties and geopolitical tensions escalated, setting a cautious tone for 2025.

Regional Progress: China’s economic performance lagged projections. Conversely, the US market sustained strong momentum, supported by resilient consumer demand. India, the world’s fifthlargest economy with a GDP of US$3.91 trillion, displayed remarkable resilience in 2024, despite challenges like high inflation and global uncertainties.

Inflation: Global headline inflation declined to 5.7% in 2024, down from 6.8% in 2023 and 8.7% in 2022. . Despite easing inflation, levels remain above pre-pandemic rates, and the 2025 forecast is now 4.34%. There are notable differences among countries, as advanced economies may return to inflation targets sooner than emerging markets. The key challenge in 2025 is preventing global fragmentation and managing policy shifts without undermining long-term growth.

Manufacturing: In 2024, the global manufacturing sector exhibited a

performance characterised by variability. China continued to serve as a significant catalyst, demonstrating robust expansion. European manufacturing also experienced mixed results. Manufacturing in the United States yielded mixed outcomes, with various indicators suggesting growth while others indicated a potential slowdown. Overall, global manufacturing sustained a modest expansion, with an anticipated growth rate of 0.6%.

Commodities: Commodity price trends in 2024 offer a mixed outlook. Ample supply and sluggish demand have kept commodity prices relatively stable in the latter half of 2024. Oil prices have faced continued pressure in late 2024, largely due to a lacklustre forecast for global demand and abundant supply.

Trade: Global trade hit a record US$33 trillion in 2024, expanding 3.7% (US$1.2 trillion), according to the latest Global Trade Update by UN Trade and Development. Services drove growth, rising 9% for the year and adding US$700 billion, nearly 60% of the total growth. Trade in goods grew 2%, contributing US$500 billion. Most regions saw growth, except for Europe and Central Asia.

Currency Fluctuation: Fluctuations in currency values and exchange rates are influenced by a myriad of factors, including adjustments in interest rates, inflationary trends, political developments, and global economic expansion. While the U.S. dollar demonstrated resilience, experiencing a rise of 7% in 2024 notwithstanding two Federal Reserve rate cuts, other currencies faced considerable volatility.

3.3 %

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Global GDP growth
in 2024
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0.6 % Global Manufacturing Expansion in 2024

5.7 % Global inflation in 2024

2.8 % Global GDP growth in 2025

Outlook: The global economy is expected to grow by 2.8% in 2025 and 3.0% in 2026. Global headline inflation will likely decline more significantly in 2025. Medium-term risks are mainly downside, while nearterm risks are mixed. Policy interventions could disrupt disinflation trends, delaying monetary easing and affecting fiscal and financial stability.

Global headline inflation is projected to reach 4.3% in 2025 and 3.6% in 2026, with advanced economies reaching target levels of 2.5% by 2025. In line with this, crude prices are likely to decline in 2025. However, nonfuel commodity prices are set to rise by 2.5%, supporting growth in key resource-driven sectors.

Economic policy shifts and evolving trade dynamics will likely drive businesses to adapt, innovate, and compete in a rapidly changing global market. The IMF underscores the importance of proactive policymaking to support a smooth disinflation process and enhance market confidence. These create a dynamic business environment, encouraging strategic planning and resilience across industries.

The Indian Economy

India’s economic narrative for the fiscal year 2025 demonstrates notable resilience and consistent progress, with GDP growth anticipated to be 6.5%, notwithstanding global uncertainties and trade disruptions. Increasing Goods and Services Tax (GST) collections, heightened e-way bill generation, and an enhancement in consumer sentiment underscore the sustained momentum, particularly evident in the concluding quarter. A resurgence in manufacturing, along with stable rural demand propelled by rising household consumption, presents a depiction of strengthening economic activity, establishing a solid foundation for future growth.

The inflation landscape brightened considerably, offering relief to

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Real GDP growth (%)
6.7
6.5
6.2
5.6
Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25
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policymakers and consumers alike. Retail

and a stable economic environment. Moreover, India has ample foreign exchange reserves covering about 11 months of imports and nearly 90% of external debt, strengthening financial resilience and currency stability.

inflation eased to 4.6% in FY25, down from 5.4% the previous year, eases to a 6-year low of 3.2% in April’25, aided by favourable weather, relatively stable commodity prices, an improved supply chain, and a sharp decline in vegetable prices. In contrast, wholesale inflation rose to 2.3% during the same period.

Outlook: FY26 appears optimistic, with GDP growth projected at 6.5%. The government’s fiscal roadmap, targeting a 4.4% deficit, aligns with its vision to make India the world’s third-largest economy by 2030. The government’s commitment to fiscal consolidation remains unwavering, supporting its goal of keeping the budget gap below 4.5% by FY26.

India’s growth rate Index for eight core industries increased by 4.5% during fiscal year 2025. The net GST collections increased by 9.4 % to ₹22.08 trillion in FY25, indicating increasing economic activity despite global economic challenges.

This trajectory may encounter challenges due to geopolitical volatility, trade disruptions, and fluctuations in commodity prices. Domestically, the primary drivers include private investment, consumer sentiment, and corporate wages. Enhanced agricultural performance, easing food inflation, and macroeconomic stability could stimulate rural demand.

India’s services exports have been the key driver behind the notable growth in overall exports. However, manufactured goods exports experienced a significant slowdown due to subdued demand in key destination markets and the impact of aggressive trade and industrial policies in major economies.

Gross Foreign Direct Investment (FDI) inflows grew nearly 14%, highlighting the economy’s appeal to international investors. This surge stems from investorfriendly policies, a large domestic market,

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The Steel Sector

Global Steel Sector

These disruptions, resulted in a 0.8% decline in total crude steel production to 1,882.6 million metric tons (mmt) in 2024 from 1,897.9 mmt in 2023. China remained the dominant producer, though its 1.7% decline in output reflects the impact of strict regulations and a slowdown in domestic demand.

The global steel industry has been navigating a challenging environment marked by geopolitical tensions, disruptions in supply chains, and fluctuating demand. In 2024, ongoing conflicts in Israel and Gaza, the situation in Ukraine, heightened tensions in the Red Sea – including Suez Canal disruptions caused by Houthi rebels, have intensified global trade challenges. For the steel industry, these developments have led to rising transportation costs, disruptions in raw material supply chains, and a slowdown in production. These effects are further intensified by prevailing economic uncertainties and evolving trade restrictions, adding additional pressure on global steel industry.

Turkey, which makes more than 70% of its steel via recycledcontent electric arc furnaces (EAFs), registered a 9.4% increase in steel production in 2024.

Several major economies, including Japan (3.4% decline), U.S. (2.4% decline), Russia (7% decline), and South Korea (4.7% decline), experienced production drops due to weakened demand. Although Germany’s steel production rose by 5.2%, it remains well below pre-crisis levels, having declined significantly over the past 2–3 years due to the Russia-Ukraine war and high energy costs

Crude steel production

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World ROW China World (%) ROW(%) China(%)
200 16
150 8
100 0
50
-8
0
-16
Sr. No Country 2024 2023 Y-o-Y
1 China 1,005.1 1,022.5 -1.7%
2 India 149.6 140.8 6.3%
3 Japan 84.0 87.0 -3.4%
4 United State 79.5 81.4 -2.4%
5 Russia 70.7 76.0 -7.0%
6 South Korea 63.5 66.7 -4.7%
7 Germany 37.2 35.4 5.2%
8 Turkey 36.9 33.7 9.4%
9 Brazil 33.7 32.0 5.3%
10 Iran 31.0 30.7 0.8%
Total World 1,882.6 1,897.9 -0.8%
World ex china 877.5 875.4 0.2%
Jan-24 May-24 Jun-24 Jul-24
Production (Mt)
Growth (% y-on-y)
Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Feb-24 Mar-24 Apr-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24
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Source : World Steel Association.Estimates are subject to revision in the next update. The table above represents 71 countries.

India emerged as a prominent driver of growth, increasing its steel production by 6.3% (CY2024), driven by rising infrastructure projects and strong government support. This growth highlights India’s expanding role in the global steel market, positioning it as a key player in the coming years.

The steel industry faces a volatile landscape influenced by economic conditions, trade policies, and technological advancements. Despite short-term uncertainties, developing economies like India provide a model for growth, demonstrating that investment in infrastructure, sustainability, and innovation are essential for future stability and expansion within the industry.

Outlook: The global steel industry is projected to see a gradual recovery in 2025, with demand expected to grow by 1.2% after decline last year. This recovery will be driven by increased infrastructure projects, industrial expansion, and rising demand from key sectors such as automotive and construction.

China’s steel demand is expected to remain sluggish in 2025 due to a weak property sector and slowing infrastructure investment. Domestic steel consumption is projected to decline by 1%, a smaller drop than the estimated 3% decline in 2024.

India’s steel demand is expected to grow by 8-9% in 2025, surpassing other major economies. This growth will be supported by increased steel-intensive construction in housing and infrastructure and steady demand from the engineering sector. EU steel demand is expected to recover in 2025, though consumption will remain below pre-pandemic levels. Also, North American automotive production is expected to see a steady recovery in 2025, contributing to a rise in demand for key steel product segments.

As infrastructure development and industrial expansion continue to drive consumption, the industry’s resilience and adaptability will be key to sustaining longterm growth.

China’s Dominance in World Steel

mmt of steel to foreign markets, an all-time record. The growth was driven by attractive prices offered by Chinese producers amid weak global demand.

China remains the world’s largest steel producer and exporter, but 2024 showed sharp contrasts between the domestic market and external supplies. The country’s steel production decreased by 1.7% year-on-year, to 1,005 mmt, .

The increase in exports amid a decline in domestic production indicates a change in the strategies of Chinese steel companies. Instead of adapting to weak domestic demand, they are actively looking for foreign markets. This puts additional pressure on the global steel market, especially in the face of oversupply.

Exports, on the other hand, reached a record high of 110.72 mmt, up 22.7% from 2023. These imbalances clearly reflect the Chinese economy’s deep structural problems and significantly impact the global steel market.

Even though China has reduced steel WHAT DOES THIS MEAN production, exports continue to grow FOR THE GRAPHITE amid weak domestic demand. The main ELECTRODE INDUSTRY? factor behind the decline in consumption

is the slowdown in the construction and This suggests that industrial sectors, which are usually the main consumers of steel. The Chinese production in government continues to implement a Ex-China regions (where

strict debt control policy, which restricts about 50% of steel is financing new infrastructure projects, produced using thereby reducing the demand for steel in the domestic market. At the same the EAF route) dropped. time, rising energy costs and stricter environmental standards have also led to As a result, the demand a decline in production.

As a result, the demand for graphite electrodes dropped in rest of the world except China.

However, this situation did not prevent China from actively increasing its exports. In 2024, the country exported 110.72

China’s Finished steel exports in 2014-2024

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China’s Steel Exports Reached 110.7 mmt in 2024 - Highest Ever Since 2015
+23%
108.0
112.0 110.7
93.0
75.4
69.3 64.3 66.9 67.3 90.3
53.7
CY14 CY15 CY16 CY17 CY18 CY19 CY20 CY21 CY22 CY23 CY24
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Indian Steel Sector

Despite global supply chain challenges, the Indian steel industry has exhibited remarkable resilience, supported by domestic demand, strategic capacity expansions, and sustained infrastructure development. With steady growth and increasing investments, the sector continues to fortify its presence in domestic and international markets, reaffirming its role as a key pillar of industrial and economic advancement.

The steel industry has emerged as a key pillar of India’s economic growth, supporting diverse sectors as the country advances toward becoming a global manufacturing hub through initiatives like “Make in India.” Contributing approximately 2% to the national GDP, India is now the world’s second-largest steel producer, further solidifying its position in the global market.

India’s steel production rose from 140.8 mmt in CY2023 to 149.6 mmt in CY2024, reflecting a 6.3% increase over the previous year. This growth momentum continued, with India steel demand expected to grow by 8-9% - 2025, underscoring the sector’s sustained expansion and strengthening capacity.

During April’24 to February’25, India’s finished steel consumption was around 137.8 mmt . This represented a significant increase, with a growth rate of 11.3% year-over-year

The EAF Steel Sector

Decarbonisation in the steel industry is essential for reducing its carbon footprint. Advanced technologies such as electric arc furnaces, hydrogenbased steelmaking, carbon capture, and increased recycling and renewable energy use are promoting sustainability. With regulatory support and industry initiatives, the shift towards low-carbon steel production is gaining momentum.

The global steel industry is a major contributor to greenhouse gas emissions, accounting for approximately 7-9% of

Demand Catalysts

Infrastructure development:

During FY2025, India exported 4.9 mmt of finished steel, while imports stood at 9.5 mmt, highlighting the evolving trade dynamics in the sector. Indian steel companies faced challenges due to fears of a global slowdown and rising imports, which impact profitability. However, a revival is expected in the coming quarters, driven by lower raw material costs and a safeguard duty on imports.

Large-scale investments in roads, highways, railways, airports, and urban projects under government initiatives like Gati Shakti, Bharat-mala, and Smart Cities Mission are driving steel demand.

revival is expected in the coming quarters, Manufacturing & Industrial expansion: driven by lower raw material costs and a The “Make in India” initiative and the safeguard duty on imports. Production-Linked Incentive (PLI) schemes are enhancing domestic manufacturing Estimates for 2025: Steel demand in capabilities and augmenting the demand India will continue to outpace other for steel across various sectors, including major steel-consuming economies in automotive, machinery, and capital goods. calendar year 2025 with a growth of 8-9%, driven by a shift towards steel- Urbanisation & Real-estate growth: intensive construction in the housing and The rapid expansion of urban areas, infrastructure sectors along with better the increasing demand for housing, demand from engineering, packaging and ongoing commercial real estate and other segments according to rating projects are significantly propelling agency CRISIL’s report. the consumption of steel within the

Urbanisation & Real-estate growth: The rapid expansion of urban areas, the increasing demand for housing, and ongoing commercial real estate projects are significantly propelling the consumption of steel within the construction and building materials sectors. With India’s population reaching 1.44 billion and the urban population anticipated to rise to 675 million by the year 2035, the demand for steel in infrastructure and development is poised for substantial growth significantly.

Long-term perspective: Long-term growth is anticipated, supported by infrastructure demand and softening Chinese exports, though global uncertainties remain a major concern. India’s steel consumption is projected to reach 206 mmt by 2030, with per capita steel usage expected to rise to 160 kgs. The industry is expanding its steel capacity through new steel plants. This aligns with India’s long-term vision of achieving 300 mmt annually in steelmaking capacity by 2030.

Defence & Aerospace : Increasing investments in defence manufacturing and aerospace are generating demand for high-grade steel used in military and aviation applications.

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Crude steel production by process
Share of BOF steel Share of EAF steel in
in global production global production
71.1% 28.6%
Average BF-BOF Average DRI-EAF Average scrap-EAF
CO2 intensity CO2 intensity CO2 intensity
2.33 1.37 0.68
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global anthropogenic CO₂ emissions .To align with the Paris Agreement’s climate goals, the steel industry must reduce its emissions by 93% by 2050. Achieving this ambitious target necessitates the adoption of innovative technologies and substantial investments in decarbonisation efforts.

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Electric Arc Furnaces (EAFs) are pivotal in decarbonising the steel industry by offering a sustainable alternative to traditional blast furnace methods. Unlike conventional processes that rely heavily on coal and iron ore, EAFs primarily utilise scrap steel and electricity, leading to a substantial reduction in carbon emissions.

As of 2023, EAFs accounted for approximately 29% of global crude steel production. This method is notably more environmentally friendly.EAFs using scrap typically emit around 0.5 – 0.6 t CO2/t steel, compared to higher emissions from traditional blast furnace-basic oxygen furnace (BF-BOF) routes. The CO2 emission intensity of BF-BOF route is nearly 3 to 4 times higher than EAF route.

In 2024, 49% of the world’s steelmaking capacity (excluding china) was based on electric arc furnaces (EAFs). By 2030, EAF based steel production globally will comprise 36% of total steel, reflecting the industry’s shift towards more sustainable and lowcarbon technologies.

Adoption of the EAF Route by Key Steel-producing Regions

The US: EAF-based steelmaking is China: China’s steel industry is reshaping the U.S. market and industry transitioning to more sustainable by driving a shift towards more practices by adopting Electric Arc Furnace sustainable and cost-efficient steel (EAF) technology. As of January 2024, production. Its reliance on recycled China has about 151 mmt per annum of scrap steel reduces dependence on EAF capacity, while 913 mmt per annum raw material imports, strengthening relies on traditional methods. By 2030, domestic supply chains and improving China aims for EAF steel production to market resilience. The US has exceed 20%, supporting its goals to peak experienced a significant shift in steel CO₂ emissions before 2030 and achieve production methods, with Electric Arc carbon neutrality by 2060. Furnaces (EAFs) now accounting for approximately 70% of domestic steel Other regions: Asia-Pacific is at the output making US as one of the largest forefront of EAF adoption, with increasing EAF steel manufacturer. The flexibility investments in green steel production of EAF technology allows producers to and circular economy initiatives. quickly adapt to fluctuating demand, The demand for high-quality steel, making the U.S. steel industry more government policies on carbon reduction, competitive globally. By 2030, North and advancements in automation are America, is expected to add about 25 shaping the industry’s future. The Electric mmt of new EAF capacity. Arc Furnace (EAF) share in global steel production is projected to increase in Asia-Pacific region leading the transition towards sustainable steelmaking.

Europe: The European steel industry is transforming from blast furnacebasic oxygen furnace (BF-BOF) route to electric arc furnace (EAF) steelmaking to reduce carbon emissions and enhance sustainability. EAF’s share of European steel production expected to increase from about 45% to over 50% by 2030, showing a commitment to eco-friendly practices. This transition includes adding over 40 mmt of new green steelmaking capacities, mainly through EAF or EAF-direct reduced iron (DRI), expected to be operationalised between 2025 and 2030. The shift to EAF steelmaking is crucial for Europe’s decarbonisation strategy and meeting global climate goals.

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The Graphite Electrode Sector

Despite its advantages and increasing relevance in the global drive to a decarbonised world, Graphite electrodes are manufactured by a handful of players globally (excl. China). This is owing to the extremely guarded technology and limited availability of needle coke worldwide. These realities prevent the entry of new players in this business space. Resonac, GrafTech International and HEG Limited dominate the market, leveraging advanced manufacturing technologies and strong supply chain networks. HEG was the last entrant into this space about five decades ago and is now the third-largest graphite electrode company with largest graphite electrode plant at one location in the western world

Graphite electrodes play a vital role in global decarbonisation efforts by driving the shift towards low-carbon steel production and are an essential component for producing steel in Electric Arc Furnaces (EAFs). Graphite electrode is required due to its high thermal conductivity, low electrical resistance and oxidation resistance, ensuring efficient and reliable performance in hightemperature industrial applications.

GREEN STEEL IN INDIA India’s Steel Ministry announced a formula for defining ‘green steel,’ categorising it into three groups based on the quantity of carbon emissions per metric ton of the alloy produced. Steel produced with carbon dioxide emissions of less than 2.2 tons per tonne of finished steel would be defined as “green steel, “ while that produced with emissions below 1.6 tons per ton would be classified as “five-star green-rated steel” – the best among the three.

In electric arc furnaces (EAFs), graphite electrodes are essential for conducting electricity and generating the intense heat needed to melt raw materials, primarily in steelmaking and ferroalloy production. When connected to a power source, these electrodes create an electric arc between their tip and the metal scrap inside the furnace, producing temperatures as high as 3,000°C. This extreme heat efficiently melts metals, making EAFs a more sustainable alternative to traditional blast furnaces.

HEG continues to be amongst the lowest cost producer of electrodes, more so with our last expansion which brought our capacity to 100,000 mt

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This shift is anticipated to generate an additional requirement of approximately 200,000 tons of graphite electrodes to support the expanding infrastructure.

In the near term, the outlook for graphite electrodes remains challenging due to geopolitical instability and muted steel production and demand however the long-term outlook for the graphite electrodes industry is very promising.

industry increasingly embraces the electric arc furnace (EAF) method for production.

With countries and regions intensifying their efforts toward decarbonisation, projections indicate that around 170–180 million tons of EAF capacity (excluding China) will be introduced by 2030.

This transition underscores the crucial role graphite electrodes will play in the steel industry’s evolution toward sustainability.

The demand for graphite electrodes is expected to grow steadily as the steel

SWOT Analysis

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Strengths

Weaknesses

Threats

Opportunities

• Graphite Electrodes The graphite electrode As the world transitions are irreplaceable in industry is intrinsically linked towards Green Steel, the EAF steelmaking. steel to steel demand, as its usage is demand for Graphite makers using the EAF driven primarily by the level of Electrodes is expected route. steel production. to scale.

Supply-chain disruptions and alternative methods like hydrogen-based-steel making may lessen the importance.

• A streamlined industry dominated by a handful of global players.

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53[rd] Annual Report

About the Company

Operational Performance

The Company’s FY25 performance was shaped by a subdued market environment driven by global economic volatility and trade disruptions.

Electrode pricing remained under pressure due to subdued demand, even as needle coke prices stayed stable for the past two to three quarters. Although sales volumes increased, overall performance was impacted by lower realisations compared to the previous fiscal year, resulting in a narrowing of profitability.

Having stabilised the plant operations post expansion to 100,000 tons, the Company operated the plant at about 80% capacity utilisation with a base level of 100,000 tons in FY25 against 80% at 80,000 tons, in FY24.

Financial Performance

Networth stood at C 4,160 crore as of March 31, 2025, against C 4,145 crore as of March 31, 2024. The Return on Networth stood at 2.44% in FY25 against 5.63% in FY24. With a rebound in the fortunes of the global steel sector in the current year, the performance is likely to witness an uptick.

The subdued global steel market impacted the Company’s financial performance as subdued demand resulted in considerable price erosion and reduced profitability.

to C 388 crore over the same period. Net Profit decreased from C 232 crore in FY24 to C 101crore in FY25. The Net Cash Flow from Operations also dropped from C 615 crore in FY24 to C 319 crore in FY25.

Hence, Revenue from Operations dipped from C 2,395 crore in FY24 to C 2,153 crore in FY25. EBITDA dropped from C 526 crore

Key Ratios

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Particulars 2024-25 2023-24 Variance Reasons for change
Operating Profit Margin 2.80 8.74 -67.93% Operating profit margin has decreased
(%) due to fall in sale prices and loss on fair value of
investments booked in other expenses.
Return on Net Worth (%) 2.44 5.63 -56.68% Net profit has decreased due to lower margins and
loss on fair valuation of investments.
Net Profit Margin (%) 4.74 9.73 -51.28% Net profit margin has decreased due to reduced
margins and loss on fair valuation of investments.
Interest Coverage Ratio 4.77 9.82 -51.41% Earning before interest has decreased due to reduced
margins and loss on fair valuation of investments.
Current Ratio 2.19 2.23 -1.93% -
Debt-Equity Ratio 0.14 0.15 -5.90% -
Debtors Turnover Ratio 4.51 4.77 -5.53% -
Inventory Turnover Ratio 0.74 0.87 -15.56% -
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Internal Control and Its Adequacy

controls and implements necessary improvements. Furthermore, the Audit Committee of the Board supervises financial and audit controls.

The Company utilises an ERP system equipped with integrated controls to facilitate timely financial reporting. A systematic auditing process periodically assesses internal controls, as well as legal, regulatory, and environmental compliance. The internal audit team evaluates the effectiveness of these

The Company maintains a comprehensive internal control system to achieve its objectives, evaluate risks, and ensure reliable financial and operational reporting. A well-structured framework of checks and balances protects assets, ensures compliance with regulations, and fosters ongoing procedural and systemic enhancements.

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Quality Management

At HEG, Quality Management is fundamental to the Company’s culture. It goes beyond simply ensuring superior products—it’s about consistently exceeding customer expectations. By eliminating defects and adding value at every production stage, HEG is committed to delivering the highest-quality products with unwavering excellence.

At The Shopfloor: HEG’s manufacturing unit operates efficiently, utilising standard operating procedures (SOPs). This structured approach enables centralised control, ensuring streamlined operations and improved performance. The Company follows a dual approach to quality, focusing on both processes and products. HEG’s products maintain high quality due to stringent processes applied across manufacturing and other operations, effectively reducing wastage. Quality checks are conducted at each stage, from selecting raw materials to manufacturing and post-production, maintaining high standards. Quality training is regularly provided across all levels to ensure adherence to excellence. HEG remains proactive in identifying upskilling opportunities, ensuring customer satisfaction and long-lasting business relationships that reflect its consistent quality standards.

At the Top Floor: HEG has adopted business process automation across the organisation to minimise human errors and ensure timely and efficient customer service internally and externally. A detailed system of checks and balances at every level improves product quality and operational performance.

The senior marketing and management teams regularly engage with key customers to gather feedback to enhance product quality. Experts carefully examine this feedback before integrating it into operational processes to support ongoing improvement. HEG’s commitment to excellence has positioned it as a reliable service provider to the world’s top 25 steel producers.

Quality Management flows seamlessly from leadership to the shop floor and vice versa. HEG fosters a culture where everyone is encouraged to contribute innovative ideas to enhance product and service quality.

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Innovation

The Research and Development team is led by esteemed scientists, who are instrumental in facilitating substantial advancements in process optimisation and enhancing product quality. Furthermore, the team is engaged in the development of innovative carbon materials and alternatives aimed at improving energy efficiency, thermal regulation, and environmental management. With a steadfast commitment to growth and profitability, the R&D team collaborates with prominent research centres to investigate novel and sustainable strategies for future expansion.

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ESG - Charting a Sustainable Future:

HEG’s Journey Through Environmental Stewardship, Social Empowerment, and Governance Excellence This year, our mission places sustainability at the core of our graphite manufacturing, recognising that stewardship of natural resources is vital to our success. We are enhancing energy efficiency, reducing our consumption and emissions, and actively supporting global efforts to combat climate change. We are responding to customer needs, focusing especially on the rising demand for eco-friendly options, which aligns us with market trends and enhances our competitive edge. We have strengthened our sustainable practices and enhanced the resilience and adaptability of our business, allowing us to manage market volatility and regulatory shifts. We have published our first ESG Report for the year 2023–24 and will continue to update it every year.

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Human Resources

The proficient, accountable, and highly driven team at HEG is indispensable for sustainable growth. The organisation places a high priority on ensuring that employees are well-informed, engaged, and connected.

The Company is unwavering in its dedication to employee development, with the Human Resources department concentrating on ongoing technical, business, and behavioural skill enhancement. Employees are encouraged to participate in dynamic team-building activities that foster collaboration and teamwork. The organisation commemorates festivals and national events to reinforce team dynamics beyond the workplace. Furthermore, the Information Technology department has developed applications that improve organisational transparency and customer connectivity.

Risk Management

HEG implements a comprehensive risk management process to effectively identify and mitigate business risks. Its structured Enterprise Risk Management (ERM) framework is integral to decision-making and the assurance of long-term profitability. The ERM framework adheres to an annual cycle characterised by the establishment of objectives, an ongoing identification of key risks, the formulation of mitigation strategies, the monitoring of leading indicators, and the resolution of potential gaps.

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53[rd] Annual Report

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Global Vikas Trust: Mitigating Economic Deprivation through Sustainable Agriculture

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across India to transition from traditional crops to fruit-based horticulture.

HEG is proud to partner with Global Vikas Trust (GVT), a non-profit organisation founded by Mr. Mayank Gandhi, whose mission is to transform rural India through sustainable agriculture. What began in Parli, Maharashtra—once known for the highest number of farmer suicides—has now become a replicable model of hope and prosperity. With HEG’s support, GVT expanded its impact to Madhya Pradesh, empowering over 30,000 farmers

Together with GVT, we continue to advance inclusive rural development, promote environmental stewardship, and build resilient agricultural communities—planting the seeds for a stronger, self-reliant India.

According to a recent study by the Tata Institute of Social Sciences, this model has led to a tenfold increase in farmer income—from an average of C 38,723 to H 3,93,986 per acre—underscoring the transformative potential of sustainable farming and marketdriven linkages.

The Akshaya Patra: Sustaining Smiles, Empowering Futures

HEG continues its proud association with The Akshaya Patra Foundation, advancing our shared vision of eradicating classroom hunger and empowering the next generation through nutrition and education. What began as a modest initiative serving 1,500 students in five government schools has evolved into the world’s largest NGO-run school feeding program, operating 75 automated kitchens across 16 states and 2 union territories.

Today, Akshaya Patra provides nutritious mid-day meals to 22 lakhs + underprivileged children across 24,000+ schools—all within a 40-kilometre radius of its kitchens—every school day. These meals do more than nourish; they encourage school attendance, reduce dropout rates, and empower families by breaking the cycle of poverty through education.

HEG’s flagship CSR initiative—the first Akshaya Patra kitchen in Madhya Pradesh, built at a cost of ₹14 crores —has become a beacon of hope for children in the Bhopal and Raisen districts. Since its inauguration, the kitchen has served mid-day meals to approximately 50,000 students across 900 government schools.

The kitchen is equipped with semiautomated, state-of-the-art infrastructure and ensures the highest hygiene standards, efficiency, and scalability. This centralised model allows for safe preparation and seamless distribution, ensuring that no child in the region goes hungry.

In April 2024, Akshaya Patra reached a historic milestone of 400 crores of cumulative meals served— a globally recognised and felicitated achievement at the United Nations Headquarters in New York.

As we reflect on this remarkable journey, we reaffirm our commitment to driving change through collaboration and compassion. Together, with Akshaya Patra, we are building not just stronger communities, but a more stronger, more hopeful India—nourished by every plate, uplifted by every child, and built one boundless tomorrow every time.

“HEG/Akshaya Patra Bhopal has served 1.7 cr meals to school children as on date since the establishment of the kitchen.”

Overall Plantation

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40.18
As of June 2025 lakh
Cumulative 5.80+ crores
92.25
lakh
189.33
lakh
157.05
2025
lakh
77.69 Jan-June
19.06 lakh (Ongoing project)
11.85 lakh
lakh 2024
2023
2022
2019 2020 2021
No. of
Farmers: 1,790 + 3,316 + 3,988 + 5,824 + 6,384 + 4,432 + 1,234 = 26,968
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Empowering Education through Graphite School

2. Infrastructure & Innovation

3. Holistic Development & Experiential Learning:

At HEG, we believe that quality education is the foundation of community progress. In the mid-1970s, when our plant in Mandideep became operational, the region lacked access to formal schooling. Recognising this gap, our founder, Mr. L.N. Jhunjhunwala envisioned and established Graphite Higher Secondary School—a commitment that has stood strong for nearly four decades.

HEG’s ongoing investments have enabled the school to offer state-of-the-art classrooms, laboratories, libraries, and sports facilities—creating a dynamic and holistic learning ecosystem that inspires and empowers.

This year, Graphite School introduced several standout initiatives under Holistic Development & Experiential Learning, including Brainiac Splash 2024 – Interdisciplinary Innovation Exhibition, the Dome Planetarium Program, the Seed Bank Initiative by the SDG Club, Visit to Scope Global Skills University for Class XII students, etc.

Responding to growing community demand and the school’s rising reputation, HEG inaugurated a new campus in 2023, built at a cost of ₹22 crore, expanding capacity from 1,300 to 2,500 students. The new facility features modern infrastructure and an enhanced academic environment, further solidifying the school’s position as the most soughtafter institution in the area.

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1. Academic Excellence

The year witnessed stellar academic performance, with students achieving remarkable results in Class 10 and 12 board exams. This success reflects the dedication of both faculty and students, and reinforces the school’s standing as a hub of academic excellence in the region.

Apna Ghar Ashram: A Home for the Homeless

Over the past five years, HEG has been privileged to support the care of 550 Prabhujans, with 150 successfully reunited with their families—restoring hope and rebuilding lives even in the most challenging circumstances.

Driven by unwavering dedication, Apna Ghar has grown to operate 62 branches across 11 states, caring for over 12,500 Prabhujans nationwide. In 2019, with support from HEG, a new centre was launched in Bhopal to serve 50 Prabhujans. Recently, the Ashram moved to a larger facility, now providing care and shelter to 125 Prabhujans.

Established in 2000 by Dr. Bharadwaj, Apna Ghar Ashram is a sanctuary for the homeless and destitute, offering food, shelter, clothing, and medical care— all free of cost. Known affectionately as Prabhujans (children of God), the residents find not just a safe haven, but a loving family environment where dignity and respect prevail.

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Ashoka University: Strengthening India’s Foundation

HEG is proud to continue its longstanding support for Ashoka University, a visionary institution that has redefined higher education in India. Born from the collective dream of some of the country’s leading industrialists in 2007, Ashoka was established to provide world-class, holistic liberal education—accessible to both Indian and international students, right here in India.

HEG is honoured to be one of continued partnership, we reaffirm our the founding contributors to this belief that empowering young minds transformative initiative and remains through education is key to building a deeply committed to supporting brighter, stronger India. the university’s journey. Through our

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Ashoka’s mission goes beyond academic excellence. It champions inclusivity through need-based scholarships, ensuring that no deserving student is denied a quality education due to financial constraints. With a strong emphasis on critical thinking, research, and leadership, Ashoka nurtures the changemakers and thought leaders of tomorrow.

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Advancing Sustainable Tourism and Cultural Heritage – Sabhyata Foundation

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HEG partnered with Sabhyata Foundation to promote sustainable tourism and heritage conservation. In the past two years, we supported the restoration of the Red Fort with a ₹70 crore investment and are now focused on the Bhimbetka Rock Caves , a nearby UNESCO World Heritage site.

Recognising our expertise, the Government of India has entrusted us with projects at Safdarjung Tomb, Purana Qila, Humayun’s Tomb, Mehrauli Archaeological Park, and Gandikota Fort.

Through Bhilwara Sur Sangam , our annual classical music festival, we celebrate India’s rich cultural heritage, now in its 11th year, with performances by leading artists.

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Board of Directors

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Ravi Jhunjhunwala Riju Jhunjhunwala Chairman, Managing Vice Chairman, Director and CEO Non-Executive Director DIN: 00060972 DIN: 00061060

Manish Gulati Dr. Kamal Gupta Executive Director Non-Executive Director DIN: 08697512 DIN: 00038490

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Vinita Singhania Non-Executive Director DIN: 00042983

Satish Chand Mehta Sandip Somany Dr. Nand Gopal Khaitan Independent Director Independent Director Independent Director DIN: 02460558 DIN: 00053597 DIN: 00020588

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Shekhar Agarwal Non-Executive Director DIN: 00066113

Ramni Nirula Independent Director DIN: 00015330

P.S. Dasgupta

Jayant Davar

Independent Director Independent Director DIN: 00012552 DIN: 00100801

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Board’s Report

Dear Members,

Your Directors have the pleasure of presenting their 53[rd] Annual Report together with Audited Financial Statements for the financial year ended 31[st] March, 2025.

1. Financial Results

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( H in Crores)
Particulars 2024-25 2023-24
Net sales 2137.34 2,379.82
Other operating income 15.37 15.08
Total income from operations (Net) 2152.71 2,394.90
Other income 126.68 141.67
Total income 2279.39 2,536.57
Profit before finance cost, depreciation and amortization 387.56 525.63
Finance cost 39.20 35.74
Profit before depreciation and amortization 348.36 489.89
Depreciation and amortization 200.54 174.65
Profit/(Loss) before tax 147.82 315.24
Provision for taxation:
Current tax 48.42 74.58
Deferred tax (1.91) 9.12
Net Profit/(Loss) for the period 101.31 231.54
EPS (Basic) ( D ) 5.25 12.00
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Note: No amount transferred to reserves.

2. Overall Performance

Human Resources and Corporate Social Responsibility have been presented in the section of Management Discussion and Analysis of this Annual Report.

The Company recorded net sales of H 2137.34 Crore during the financial year 2024-25 as compared to H 2,379.82 Crore in the previous financial year. The Net Profit during the financial year 2024-25 was H 101.31 Crore as compared to a net profit of H 231.54 Crore in financial year 2023-24 translating to Basic Earnings Per Share at H 5.25 for the financial year 2024-25 as against H 12.00 in financial year 2023-24.

Electrode Sector

According to data from the World Steel Association, total global steel production remained largely unchanged in CY 2024 compared to CY2023, at 1,882.6 mmt versus 1,897.9 mmt, indicating no significant year-on-year growth.

3. State of Company’s Affairs

Steel production outside of China was recorded at approximately 877.5 mmt in CY2024, broadly in line with 875.4 mmt in CY2023.

• The analytical review of the Company’s performance and its businesses, including initiatives in the areas of

China’s steel production declined by 1.7% to 1,005.1 mmt in 2024 from 1,022.5 mmt in 2023, primarily due to sustained weak domestic demand.

Owing to this, Chinese steel exports increased significantly to 110.7 mmt in 2024, up from 90.3 mmt in 2023 and 67 mmt in 2022, thereby intensifying competitive pressures on global steel producers.

Among major steel-producing regions, the United States registered a 2.4% decline in production, totalling 79.5 mmt in 2024 compared to 81.4 mmt in 2023.

India, now firmly established as the world’s second-largest steel producer, reported a 6.3% increase in production, reaching 149.6 mmt in 2024, supported by robust domestic demand—particularly from the infrastructure and real estate sectors. It is noteworthy that in India, steel production is predominantly conducted via the blast furnace route, with a substantial portion also produced through induction furnaces, which do not fall within our 4. customer base.

Owing to subdued industrial and manufacturing activity, steel prices remained under pressure across most key consuming markets throughout the year.

Despite ongoing pricing pressures on graphite electrode demand, the Company operated at a utilization rate of 77% in 2024-25, the highest among all western graphite electrode manufacturers.

Needle coke prices remained stable during the year and expected to remain at similar level for the first half of 2025-26.

While short-term prospects for graphite electrodes remain muted—primarily due to geopolitical uncertainties impacting industrial activity in developed markets—the long-term outlook remains positive, driven by the global shift toward EAF-based steelmaking.

To date, more than 100 mmt of new greenfield EAF capacity has been announced globally. Of this, approximately 11 mmt is operational, and an additional 54 mmt is expected to come online between 2025 and 2027.

We anticipate that graphite electrode demand will gradually increase by 190,000–200,000 mt by 2030, representing a significant rise over the current Ultra High Power (UHP) demand (ex-China) of approximately 500,000–600,000 mt.

We remain among the most cost-competitive and high-quality producers of graphite electrodes globally. With our extensive customer base, we are fully prepared to capture emerging opportunities.

Power Generation

The Company has captive power generation capacity of 86 MW (comprising two thermal power plants and a hydroelectric power facility).

The thermal plants remained closed for most of the year 2024-25 due to un-economical price of coal generated power.

Company currently buys its power needs from MP state electricity board and hydro power generated is sold in the market through IEX and bipartite power purchase agreement with open access to consumers.

The turnover of the Power Segment marginally decreased to H 32.66 crore in FY 2024-25 from H 33.83 crore in FY 2023-24.

Change in Share Capital

During the FY 2024-25, pursuant to the approval of Shareholders through Postal Ballot on September 20, 2024, the Authorized Share Capital of the Company stood sub-divided/ split as per below details:

Authorized Share Capital before sub-division/split:

H 70,00,00,000 (Rupees Seventy Crores) divided into:

• (a) 5,50,00,000 (Five Crore Fifty Lac) Equity Shares of H 10/- (Rs. Ten) each, and

• (b) 15,00,000 (Fifteen Lac) Preference Shares of H 100/- (Rs. One hundred) each.

Authorized Share Capital after sub-division/split:

H 70,00,00,000 (Rupees Seventy Crores) divided into:

• (a) 27,50,00,000 (Twenty Seven Crores Fifty Lakhs) Equity Shares of H 2/- (Rs. Two) each, and

• (b) 15,00,000 (Fifteen Lakhs) Preference Shares of H 100/- (Rs. One Hundred) each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was re-organized from H 38,59,55,060/-(Rupees Thirty Eight Crore Fifty Nine Lakhs Fifty Five Thousand and Sixty Only) divided into 3,85,95,506 (Three Crore Eighty Five Lakhs Ninety Five Thousand Five hundred and Six Only) Equity Shares of Face Value of H 10/(Rupees Ten Only) each to H 38,59,55,060/-(Rupees Thirty Eight Crore Fifty Nine Lakhs Fifty Five Thousand and Sixty Only) divided into 19,29,77,530 (Nineteen

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Crore Twenty Nine Lakh Seventy Seven Thousand Five Hundred Thirty) Equity Shares of Face Value of H 2/- (Rupees Two Only) each due to sub-division/split of 1 (One) Equity Share of the Company of the face value of H 10/- (Rupees Ten Only) each fully paid into 5 (Five) Equity Shares of the Company of face value of H 2/- (Rupee Two Only) each fully paid up.

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 2024-25.

7. Significant Developments

The Board of Directors of the Company at its meeting held on 22 May 2024 had approved the Composite Scheme of Arrangement amongst HEG Limited (“the Company”) and HEG Graphite Limited (“Resulting Company”) and Bhilwara Energy Limited (“Transferor Company”) and their respective shareholders and creditors (“Scheme”).

The proposed Scheme inter alia provides for:

• (a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Company on a going concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company in consideration thereof, and

• (b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to the shareholders of the Transferor Company (except the Company itself) in consideration thereof. The Appointed Date for the Scheme is 1[st] April 2024.

Thereafter, the Company had filed the requisite application with the stock exchanges (viz. BSE Limited and National Stock Exchange of India Limited) under Regulation 37 of the listing Regulations (“Regulation 37 Application”).

Taking into consideration the business needs, the board of directors of the Transferor Company vide its resolution dated 10 March 2025 has approved the execution of definitive agreements in connection with the issue of further shares to proposed investors.

In view of the aforesaid, the companies involved in the Scheme have modified the Scheme basis SEBI’s observation, after taking into account, inter alia, the updated valuation reports issued by the registered valuer and fairness opinion issued by the merchant banker on the modified scheme.

The Company has thereafter filed fresh Regulation 37 application with the stock exchanges in relation to the modified Scheme. The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, including BSE Limited, National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the Companies involved in the Scheme.

Pending receipt of final approvals, no adjustments have been made in the financial results for the year ended 31[st] March 2025.

8. Subsidiary, Associate Companies or Joint Ventures

a) Subsidiary Company

• The Company has the following 3 (Three) Wholly Owned Subsidiaries (WOS):

• i. TACC Limited

TACC Limited had no business operations during the financial year 2024-25 and Net Loss was H 0.21 Crore.

ii. HEG Graphite Limited

• HEG Graphite Limited had no business operations during the financial year 2024-25 and Net Loss was H 0.04 Crore.

iii. Bhilwara Infotechnology Limited

• Bhilwara Infotechnology Limited had a consolidated turnover (Revenue from Operations) of H 25.37 crore and Profit after Tax was H 0.87 crore as per their audited consolidated financial statements for the financial year ended 31[st] March, 2025.

In terms of provisions of Section 136(1) of the Companies Act, 2013, the audited financial statements of TACC Limited, HEG Graphite Limited and Bhilwara Infotechnology 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 companies 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 companies to the shareholders free of cost upon their request.

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

b) Associate Companies or Joint Ventures

There is One Associate of the Company namely Bhilwara Energy Limited.

Bhilwara Energy Limited had a consolidated turnover (Revenue from Operations) of H 577.71 crore and Net Profit (attributable to owners of the parent) was H 32.18 crore as per their audited consolidated financial statements for the financial year ended 31[st] March, 2025.

The Company has no Joint Ventures.

During the FY 2024-25, Bhilwara Infotechnology Limited (“BIL”) an associate company have become the Wholly Owned Subsidiary Company pursuant to purchase of the remaining shares of BIL by the Company from the existing shareholders of BIL.

No Company has become/ceased to be Joint Venture during the financial year 2024-25.

Performance of Associate Company & Subsidiary Companies and their 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.

9. 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 together with Auditors’ Report form part of the Annual Report. The Auditor’s Report does not contain any qualification, reservation or adverse remarks.

10. Dividend

Your Directors are pleased to recommend a final dividend at the rate of H 1.80/- per equity share on

19,29,77,530 equity shares of face value of H 2 each for the financial year ended 31[st] March, 2025 subject to the approval of the Shareholders at the ensuing 53[rd] 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.

11. 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 2024-25 does not contain any qualifications, reservations or adverse remarks.

12. Management Discussion and Analysis

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

13. 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.

14. Internal Control / Internal Financial Control Systems and Adequacy Thereof

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.

Further, 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.

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15. 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.

16. Public Deposits

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

17. 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 2024-25 which would impact the going concern status of the Company and its future operations.

18. 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.

19. Directors and Key Managerial Personnel

i. DIRECTORS

(a) Appointment/ Cessation

Dr. Nand Gopal Khaitan (DIN: 00020588), Shri Sandip Somany (DIN: 00053597) and Shri Priya Shankar Dasgupta (DIN: 00012552) were appointed as Independent Directors by the Shareholders through Postal Ballot on September 20, 2024 for a period of first term of five consecutive years w.e.f. August 13, 2024 till August 12, 2029 (both days inclusive).

Shri Manish Gulati (DIN:08697512) was re-appointed by the shareholders as Whole Time Director designated as Executive Director, liable to retire by rotation in terms of Sections 152 of the Act, through Postal Ballot on December 27, 2024 for a period of five years with effect from March 1, 2025 to February 28, 2030. Shri Manish

Gulati, will continue to act as Key Managerial Personnel of the Company in terms of Section 2(51) of the Companies Act, 2013 and rules thereto.

Shri Jayant Davar (DIN: 00100801) was reappointed as an Independent Director in 52[nd] AGM held on 7[th] August, 2024 for the second term of five consecutive years with effect from 14[th] August, 2024 upto 13[th] August, 2029.

Shri Davinder Kumar Chugh, Independent Director, resigned from the Board with effect from May 22, 2024.

Dr. Kamal Gupta has completed his second term as Independent Director on August 29, 2024. Dr. Kamal Gupta was appointed as Non-Executive Non-Independent Director w.e.f. November 14, 2024 and the Shareholders have approved the same through Postal Ballot on December 27, 2024.

(b) Retire by Rotation/Continuation of Director

Shri Riju Jhunjhunwala (DIN: 00061060) and Shri Shekhar Agarwal (DIN: 00066113) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board hereby recommends their re-appointment for approval of shareholders in the ensuing Annual General Meeting.

Smt. Vinita Singhania (Presently Aged: 73 Years 2 Months) (DIN: 00042983), Director of the Company will attain the age of 75 years in FY 2026-2027, therefore upon the recommendation of Nomination & Remuneration Committee, the Board has recommended continuation of Smt. Vinita Singhania (DIN: 00042983) as Non-Executive Non-Independent Director subject to approval of shareholder by passing special resolution pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. The Independent Directors of the Company stated that they 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 they 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. They 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. This 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, 2025:

• a) Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO

• b) Shri Manish Gulati, Executive Director

• c) Shri Ravi Kant Tripathi, Chief Financial Officer

• d) Shri Vivek Chaudhary, Company Secretary

20. 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), their functioning & effectiveness, contribution of all the Directors and the decision making process by the Board.

Your Directors express their 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.

21. Nomination and Remuneration Policy

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

22. Meetings of the Board

The Board of Directors met seven times in the financial year 2024-2025 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.

23. 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

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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 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.

24. Committees of the Board

• The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee and ESG Committee*

• Risk Management Committee

*Name of Corporate Social Responsibility Committee has been changed as “Corporate Social Responsibility and ESG Committee” with effect from February 11, 2025.

Details of all the committees, along with their 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 2024-25.

25. Auditors

M/s SCV & Co LLP having (Firm Registration No000235N/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.

Further the Auditors have confirmed their 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 further 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.

26. 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, 2024 was conducted by M/s. N.D. Birla & Co. (M. No. 7907). The said Cost Audit Report was filed on 10[th] September, 2024.

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 19[th] May, 2025, 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 2025-2026 on a remuneration of H 3,00,000/- plus applicable taxes and out of pocket expenses that may be incurred by them 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 their 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.

27. 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 2024-25. 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.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board upon the recommendation of Audit Committee has recommended appointment of M/s. GSK & Associates as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 till the financial year 2029-30. The appointment will be subject to shareholder’s approval at the ensuing AGM and therefore is included in the notice convening the ensuing Annual General Meeting.

28. 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 their Audit Reports issued by them.

29. 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.

The Risk 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.

30. 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. These 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. During the year, the name of CSR Committee has been changed to Corporate Social Responsibility and ESG Committee and also new members from Board have been inducted in the Committee. Shri Manish Gulati, Executive Director will also act as Chief Sustainability Officer.

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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 that the Company has established first mega kitchen “Akshaya Patra” in MP- Akshaya Patra in Bhopal. The Kitchen has been serving meals to 900 schools feeding 50,000 children every day under Central and MP Government Mid Day Meal Scheme and number of meal served till today is 1.60 Crores +. Another key project is the empowerment of farmers by encouraging farmers to change to fruit cropping under NGO called Global Vikas Trust in the states of MP and Maharashtra which is resulting in improvement in their income between 8 to 10 times resulting in bringing them out of poverty and higher familial and societal status. The Company also runs Graphite school at Mandideep, Bhopal, which is CBSE affiliated and run by the Trust funded by the Company and is a testament to our commitment to education and community welfare. It has a modern facility that offers a superior educational environment for approximately 1,900 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.

31. 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 2025-2026.

32. Directors Responsibility Statement The Directors confirm that:

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

• ii) They have selected such accounting policies and applied them 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 2024-25 and of the profit of the Company for the year under review;

• iii) They 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 other irregularities;

• iv) They 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.

33. 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

34. 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.

35. Investor Education and Protection Fund (IEPF)

• As required under Section 124 of the Companies Act, 2013 the unclaimed interim dividend amount aggregating to H 80.21 Lakh lying with the Company for a period of seven years pertaining to the financial year ended on 31[st] March, 2018, was transferred during the Financial Year 2024-25, to the Investor Education and Protection Fund established by the Central Government. The details of same are given in Corporate Governance Report under head Shareholder Information.

36. 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 them 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- The Internal Control Mechanism is adopted 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.

37. 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

38. 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 23 workshops or awareness programmes against sexual harassment of women at the workplace. No complaint of Sexual Harassment was received during the financial year 2024-25.

• 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 their status as at the end of the financial year: Not Applicable.

39. 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 their 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 their email addresses or want to update a fresh email id are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Company’s Registrar & Transfer Agents (RTA) in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

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The Company has also sent the communication to the concerned shareholders with regard to registration of their email address etc. with the Registrar and Share Transfer Agent/ Depository Participants in connection with service of documents through electronic mode.

Further, as permitted by MCA Circulars and SEBI Circulars issued from time to time, the Notice of the 53[rd] AGM and the Annual Report of the Company for the financial year ended 31[st] March, 2025 including therein the Audited Financial Statements for the year 2024-25, 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. This effort allowed it to improve its capacity utilization better than most peers in this space. A higher utilization 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. The R&D team works closely with some reputable research institutes to develop environment

Date: 19[th] May, 2025 Place: Noida (U.P.)

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.

40. Acknowledgements

Your Directors wish to place on record, their 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 their departments. The Board also thanks the employees at all levels, for the dedication, commitment and hard work put in by them. The Directors appreciate and value the contribution made by every member of the HEG family.

For and on behalf of the Board of Directors

Ravi Jhunjhunwala

Chairman, Managing Director & CEO DIN: 00060972

Annexure–I to the Board’s Report

I. The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• a) Remuneration paid to Chairman, Managing Director & CEO, Whole-Time Director and Key Managerial Personnel

==> picture [436 x 140] intentionally omitted <==

----- Start of picture text -----

% increase in Ratio of Remuneration
Sl. Remuneration in of each Director/ to
No. [Name of Director/ KMP and Designation] the financial year median Remuneration
2024-25 of employees
1 Ravi Jhunjhunwala (Chairman, Managing Director & CEO) 15% 111.26
2 Manish Gulati (Executive Director) 15% 49.59
3 Ravi Kant Tripathi (Chief Financial Officer w.e.f. 14% NA
November 13, 2024)
4 Vivek Chaudhary (Company Secretary) 10% NA
5 Gulshan Kumar Sakhuja (resigned as Chief Financial Officer - NA
w.e.f. September 18, 2024)
----- End of picture text -----

• b) Remuneration paid to Non-Executive and Independent Directors*

==> picture [436 x 189] intentionally omitted <==

----- Start of picture text -----

% increase in Ratio of Remuneration
Sl. Remuneration in of each Director/ to
No. [Name of Director] the financial year median Remuneration
2024-25 of employees
1 Riju Jhunjhunwala (Non-Executive Director) Nil 2.10
2 Shekhar Agarwal (Non-Executive Director) 40.00 2.67
3 Kamal Gupta (Non-Executive Director) Nil 4.01
4 Vinita Singhania (Non-Executive Director) 16.67 1.34
5 Satish Chand Mehta (Non-Executive & Independent Director) 76.92 4.39
6 Ramni Nirula (Non-Executive & Independent Director) 92.31 4.77
7 Jayant Davar (Non-Executive & Independent Director) 35.29 4.39
8 Dr. Nand Gopal Khaitan (Non-Executive & Independent Director) Nil 2.10
9 Sandip Somany (Non-Executive & Independent Director) Nil 1.14
10 Priya Shankar Dasgupta (Non-Executive & Independent Director) Nil 0.38
----- End of picture text -----

• The Non-Executive and Independent Directors of the Company are entitled to sitting fees as per the statutory provisions and within the limits approved by the Board of Directors and Shareholders.

• c) The median remuneration of the employees of the Company for the financial year is H 3,93,240/- per annum.

• d) Percentage increase in the median remuneration of employees in the financial year was nil.

• e) Number of permanent employees on payroll of the Company were 1,113 as on 31[st] March, 2025.

• f) The average increase of employee’s salary for the FY 2024-25 (Other than Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO and Shri Manish Gulati, Executive Director) was at a rate of 10% per annum. The percentile increase in remuneration of employees is in accordance with policy of the Company.

• g) It is affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

II. Statement pursuant to rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board’s Report for the year ended 31[st] March, 2025.

a) Details of top ten employees in terms of remuneration drawn is as under

==> picture [437 x 486] intentionally omitted <==

----- Start of picture text -----

Date of Com- Last Employment
Remu
Sl. Name of Expe- mencement held, Organisa-
No. Employee Designation neration Qualification rience [Age] of Employ- tion, Designation
( D in Lakhs)
ment & Duration
1 Ravi Chairman, 1095.44 B.Com (Hons.), 46 69 08.09.1979 -
Jhunjhunwala Managing MBA
Director &
CEO
2 Manish Gulati Executive 296.13 MBA (Marketing 32 55 10.05.1993 J.N.Marshal Ltd.,
Director & Finance), Pune, Senior
BE (Electronics), Executive, 0.5 Yr.
BSc (Statistics)
3 Atul Laxman Vice 108.65 BE 32 54 17.05.1999 MP Iron & Steel Co.
Moghe President – (Electronics) Pvt. Ltd., Malanpur,
Maintenance Engineer, 6.3 Yrs.
& Power
4 Jasvinder Vice President 108.07 BE 33 55 25.11.2020 GIL Nasik,
Singh Khosla – Operations (Mech) AVP(Works),
(Nipple Plant) 3.5 Yrs
/ Specialties
5 Virendra Vice President 93.64 B.Sc. (PCM), 35 57 14.05.1991 Hindustan
Srivastava - Operations BE-Mechanical Enterprises,
Telearganj,
Allahabad,
Production
Engineer, 0.6 Yr.
6 Prashant General 85.63 ICWA, PGDBM 25 51 15.07.2011 M/s. Timex Group
Kumar Jha Manager - Ind. Limited, Noida,
Commercial Manager, 2.9 Yrs.
7 Ravi Kant Chief 68.92 B.Com 32 54 11.07.1994 Bharat Zinc Ltd.
Tripathi Financial (Taxation), Bhopal,
Officer ICWA, LLB Accountant, 1 Yrs
8 Rajesh Jetha Sr. General 68.35 MCA 29 55 17.11.1997 NSMG Pvt Ltd,
Manager – IT New Delhi, S/w
Engineer, 2 Yrs
9 Manoj Kumar General 67.54 BE (MECH), 32 55 07.02.2011 Hindalco Industries,
Gupta Manager – M.TECH (MECH) Bharuch, Manager
Design Maintenance,
5.6 Yrs
10 Axay Saxena General 62.43 MBA(HR), MCA, 26 50 24.08.1999 Netcom, Bhopal,
Manager-HR B.SC. S/w Engineer,
& IR 0.5 Yrs
----- End of picture text -----*

b) Statement related to employee employed throughout the year and in receipt of remuneration aggregating D 1.02 Crores or more during the FY 2024-25

==> picture [436 x 231] intentionally omitted <==

----- Start of picture text -----

Date of Com- Last Employment
Remu- ner-
Sl. Name of Experi- mencement held, Organisa-
Designation ation ( D in Qualification Age
No. Employee ence of Employ- tion, Designation
Lakhs)
ment & Duration
1 Ravi Chairman, 1095.44 B.Com (Hons.), 46 69 08.09.1979 -
Jhunjhunwala Managing MBA
Director &
CEO
2 Manish Gulati Executive 296.13 MBA (Marketing 32 55 10.05.1993 J.N.Marshal Ltd.,
Director & Finance), Pune, Senior
BE (Electronics), Executive,0.5 Yr.
BSc (Statistics)
3 Atul Laxman Vice 108.65 BE 32 54 17.05.1999 MP Iron & Steel Co.
Moghe President – (Electronics) Pvt. Ltd., Malanpur,
Maintenance Engineer, 6.3 Yrs.
& Power
4 Jasvinder Vice President 108.07 BE 33 55 25.11.2020 GIL Nasik,
Singh Khosla – Operations (Mech) AVP(Works),
(Nipple Plant) 3.5 Yrs
/ Specialties
----- End of picture text -----*

*includes commission of H 662.88 Lakhs

**includes commission of H 108.33 Lakhs

c) Statement related to employee employed for part of the year and in receipt of remuneration aggregating D 8.50 Lakhs or more per month:

==> picture [436 x 55] intentionally omitted <==

----- Start of picture text -----

Last Employment
Remu- ner- Date of Com-
Sl. Name of held, Organisa-
Designation ation ( D in Qualification [Experi- ] Age mencement of
No. Employee ence tion, Designation
Lakhs) Employment
& Duration
- - - - - - - - -
----- End of picture text -----

Notes:

-Shri Ravi Jhunjhunwala is a relative of Shri Riju Jhunjhunwala.

-As per records of the Company, no employee is holding more than 2% of the Paid-Up Share Capital of the Company.

• -All appointments are contractual in nature and terminate by notice on either side.

-No employee drew remuneration at a rate in excess of that drawn by the Chairman, Managing Director & CEO.

• includes commission of H 662.88 Lakhs

• ** includes commission of H 108.33 Lakhs

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Annexure–II to the Board’s Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

(A) CONSERVATION OF ENERGY

• (a) the steps taken or impact on conservation of energy;

• Replacement of conventional type star-delta motor starter with variable frequency drive (VFD) of 150 HP motor of RH-03 (ID Fan) and energy units saved - 249660 KWh/annum then resulting in savings of 13.50 Lacs/annum.

• Replacement of existing type of chiller-compressor unit with new scroll type chiller compressor with reduced capacity in FI shop and energy units saved - 55801 KWh/annum then resulting in savings of 3.00 Lacs/annum.

(Total Energy Saving in KWH/annum – 305461)

(Total Saving in Rupees in lacs/annum – 16.50)

	of RH-03 (ID Fan) and energy units saved - 249660 KWh/annum then resulting in savings of 13.50 Lacs/annum. 2. Replacement of existing type of chiller-compressor unit with new scroll type chiller compressor with reduced capacity in FI shop and energy units saved - 55801 KWh/annum then resulting in savings of 3.00 Lacs/annum. (Total Energy Saving in KWH/annum – 305461) (Total Savingin Rupees in lacs/annum – 16.50)
	(b) the steps taken bythe Companyfor utilisingalternate sources of energy; -
	(c) the capital investment on energyconservation equipment; -
	TECHNOLOGY ABSORPTION
	(i) the eforts made towards technologyabsorption -
	(ii) the benefts derived like product improvement, cost reduction, product, development or import -
	substitution:
	(iii) in case of imported technology (imported during the last three years reckoned from the beginning of -
	the fnancialyear)–

(B) TECHNOLOGY ABSORPTION

• (a) The details of technology imported

• (b) The year of import

• (c) Whether technology been fully absorbed

(d) If not fully absorbed, areas where absorption has not taken place and the reason thereof; and

(iv) the expenditure incurred on Research and Development -

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to export, initiatives to increase exports, developments of new export markets for Products and Services and Export Plan. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

based on economic considerations.
	(Rin Lakhs)
2 Total foreign exchange used and earned	2024-25 2023-24
i) Foreign Exchange Earned	1,28,923.67 1,52,754.12
ii) Foreign Exchange Used	80,784.37 67,906.91

Annexure–III to the Board’s Report

NOMINATION AND REMUNERATION POLICY

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and in accordance of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Key Objectives of the Committee would be:

• a) to advise the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

• b) to specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee and review its implementation and compliance.

• c) to recommend to the Board on Remuneration in whatever form payable to the Directors, Key Managerial Personnel and Senior Management.

2. DEFINITIONS

• (a) “Act” means the Companies Act, 2013 and Rules framed thereunder, as amendedfrom time to time.

• (b) “Board” means Board of Directors of the Company.

• (c) “Key Managerial Personnel” (KMP) means—

  • (i) Chief Executive Officer or the Managing Director or the Manager;

  • (ii) Company Secretary,

  • (iii) Whole-time director;

  • (iv) Chief Financial Officer;

  • (v) such other officer not more than one level below the directors who is in whole- time employment, designated as Key Managerial Personnel by the Board; and

  • (vi) such other officer as may be prescribed.

d) Senior management shall mean the officers and personnel of the Company who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including

Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity.

3. ROLE OF COMMITTEE

The role of the Committee inter-alia will be the following:

• a) To formulate of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• b) reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, with the objective to diversify the Board;

• c) to recommend to the Board the appointment and removal of Director or KMP or Senior Management Personnel;

• d) Formulate the criteria for effective evaluation of performance of Independent Directors, Board, its Committees and Individual Directors to be carried our either by the Board, by the Committee itself or by an independent external agency and review its implementation and compliance;

• e) to carry out evaluation of Director’s performance;

• f) assessing the independence of independent directors;

• g) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

• h) making recommendations to the Board on the remuneration, in whatever form/fee payable to the Directors/ KMPs/Senior Management so appointed/re-appointed;

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

• i) ensure that level and composition of remuneration of Directors, KMP’s and Senior Management is reasonable and sufficient. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

• j) the Committee is to assist the Board in ensuring Board nomination process with the diversity of gender, thought, experience, knowledge and perspective in the Board;

• k) to develop a succession plan for the Board and Senior Management and to regularly review the plan;

• l) to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• m) such other key issues/matters as may be referred by the Board or as may be necessary in view of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provision of the Companies Act, 2013 & Rules thereunder.

4. MEMBERSHIP

• a) The Committee shall consist of a minimum 3 non-executive directors, two third of them being independent.

  • However, the Chairperson of the Company (whether executive or non-executive) maybe appointed as a member of the Nomination and Remuneration Committee, but shall not chair such Committee.

• b) Membership of the Committee shall be disclosed in the Annual Report.

• c) Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRMAN

• a) Chairman/Chairperson of the Committee shall be an Independent Director.

• b) In the absence of the Chairman/Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

• c) The Chairman of Nomination and Remuneration Committee shall attend the General Meeting or in his absence any member of the Committee authorized by him in this behalf shall attend the General Meeting of the Company to answer the shareholder’s queries.

6. QUORUM

• Either two (2) members or one third of the members of the Committee whichever is greater, with atleast one independent director shall constitute a quorum for the Committee meeting.

7. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held atleast once in a year or at such regular intervals as may be required.

8. COMMITTEE MEMBERS’ INTERESTS

• a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

• b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

9. SECRETARY

• The Company Secretary of the Company shall act as Secretary of the Committee.

10. VOTING

• a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

• b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

11. POLICY ON BOARD DIVERSITY

The Nomination and Remuneration Committee shall ensure that Board of Directors have the combination of Directors from different areas /fields or as may be considered appropriate in the best interest of the Company. The Board shall have at atleast one Board member who has accounting/ financial management expertise.

12. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

• a) For appointment of any Directors/KMPs/ Senior Management, the Committee shall:

• i) assess the appointee against a range of criteria which includes but not limited to qualifications, skills, experience, integrity, background and other qualities required to operate successfully;

ii) the extent to which the appointee is likely to contribute to the overall effectiveness, work constructively and enhance the efficiencies of the Company;

b) Ensuring that there is an appropriate induction & training programme in place for new Directors, Key Managerial Personnel’s and members of Senior Management and reviewing its effectiveness;

c) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

• d) Determining the appropriate size and composition of the Board;

e) Follow a formal and transparent procedure for selecting new Directors for appointment to the Board, Key Managerial Personnel’s and Senior Management Personnel;

f) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• i. use the services of an external agencies, if required;

• ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and

• iii. consider the time commitments of the candidates.

• g) Establishing and reviewing Board and senior executive succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management;

• h) Evaluating the performance of the Board members in the context of the Company’s performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

• i)

• j) Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• k) Considering any other matters as may be requested by the Board.

13. Term / Tenure

A. Appointment of Managing Director / Whole-time Director

The terms and conditions of appointment and remuneration payable to a Managing Director and Whole-time Director(s) shall be recommended by the Nomination and Remuneration Committee to the Board for its approval which shall be subject to approval by shareholders of the Company as per the applicable provisions of the Companies Act, 2013 and rules made thereunder and in compliance of the Listing Regulation, 2015 as amended tile to time.

Independent Director

B.

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for a period upto five years or such other period as may be stipulated on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

• C. Removal/Retirement

Due to any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations. The Directors, KMP and Senior Management shall retire as may be recommended by the NRC and approved by the Board as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.

D. Letter of Appointment

• Each Independent/KMP/Senior Management, Director is required to sign the duplicate copy of the letter of appointment issued by the Company, which contains theterms and conditions of his/her appointment.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

14. REMUNERATION DUTIES

The Committee will recommend the remuneration in whatever form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key Managerial Personnel and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration/fee so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration/fee to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the Company and its goals.

• A. DIRECTOR/ MANAGING DIRECTOR

Besides the above Criteria, the Remuneration/ compensation/ commission/fee/incentives to be paid to Director/ Managing Director/Whole Time Director shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval of member by way of Special Resolution, where required, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the Company, and until such sum is refunded, hold it in trust for the company.

B. NON EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Non-Executive Directors (including Independent Directors) may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

A Company has profits in a financial year may pay remuneration to its Non- Executive Directors (including Independent Directors) within the limits as specified under Section 197 of the Companies Act, 2013 & rules thereto.

A company has no profits or its profits are inadequate, a Non-Executive Director (Including Independent Director) may receive remuneration, exclusive of any fees payable under sub-section (5) of section 197, in accordance with the provisions of Schedule V.

Except with the approval of the Company in the general meeting by a special resolution the overall Commission to the Non-Executive Directors (including Independent Directors) may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013 & rules thereto.

C. KEY MANAGERIAL PERSONNEL’S /SENIOR MANAGEMENT PERSONNEL ETC

The Remuneration to be paid to Key Managerial Personnel’s/ Senior Management Personnel shall be based on the experience, qualification, performance and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force and/or in accordance with HR Policy of the Company, wherever applicable.

• D. DIRECTORS AND OFFICERS’ INSURANCE

Where any insurance is taken by the Company on behalf of its Directors, Key Managerial Personnel’s/ Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

15(A). EVALUATION/ ASSESSMENT OF DIRECTORS OF THE COMPANY

The evaluation/assessment of the Directors, of the Company is to be conducted on an annual basis.

The following criteria may assist in determining how effective the performances of the Directors have been:

• Contributing to clearly defined corporate objectives & plans

• Obtain adequate, relevant & timely information from external sources

• Review of strategic and operational plans, objectives and budgets

• Regular monitoring of corporate results against projections

• Identify, monitor & take steps for mitigation of significant corporate risks

• Assess policies, structures & procedures

• Review management’s succession plan

• • Effective meetings

• Assuring appropriate board size, composition, independence, structure

• Clearly defining roles & monitoring activities of Committee

• Review of ethical conduct.

Additionally, for the evaluation/assessment of the performances of Managing Director(s)/Whole Time Director(s) of the Company, following criteria may also be considered:

• Leadership abilities

• Communication of expectations & concerns clearly with subordinates

• Direct, monitor & evaluate KMPs, senior officials

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directors shall evaluate/ assess each of the Independent Directors on the aforesaid parameters which shall also include the following:

• (a) Performance of the Directors; and

• (b) Fulfillment of the independence criteria as specified in LODR Regulations, 2015, as amended from time to time and their independence from the management.

Only the Director being evaluated shall not participate in the said evaluation discussion.

• 15(B). Manner for effective evaluation of performance of Board, its Committees and individual directors.

• a) The Performance Evaluation of Directors, the Board as a whole, its Committees be carried out on Annual Basis.

• b) The Performance Evaluation be carried out in the manner as enumerated in the Nomination and Remuneration Policy of the Company.

• c) Nomination and Remuneration Committee should carry out the performance evaluation of all Directors and Key Managerial Personnel.

• d) The Board should carry out the Performance Evaluation of Independent Directors, Board as a whole and its Committees and individual Directors.

• e) Only the Director being evaluated will not participate in evaluation discussions.

• f) Review of implementation and monitoring of the above manner of Performance Evaluation be done as and when required.

16. PERFORMANCE EVALUATION OF KMPs/ SENIOR

MANAGEMENT

The performance evaluation of KMPs/ Senior Management is measured with regard to the goals and objectives set for the year and increase in compensation & reward by way of variable bonus is linked to the evaluation of individual’s performance. Additionally, industry benchmarks are also used to determine the appropriate level of remuneration, from time to time.

17. DISCLOSURE

The Remuneration policy and the evaluation criteria shall be disclosed in the Board’s Report.

18. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case. However this shall be subject to the approval of Board of Directors on the recommendation of Nomination and Remuneration Committee of the Company.

19. POLICY REVIEW

• a. This Policy is framed based on the provisions of the Companies Act, 2013 and rules thereunder and the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the subject as may be notified from time to time.

• b. Any such amendment shall automatically have the effect of amending this Policy without the need of any approval by the Nomination and Remuneration Committee and/ or the Board of Directors.

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview Statutory Reports

Annexure–IV to the Board’s Report

DIVIDEND DISTRIBUTION POLICY

A. Definitions:

• Funding growth needs including working capital, capital expenditure, repayment of debt, etc.

• i) ‘Company’ shall mean HEG Limited.

• Dividend payout trends (the dividend payout ratio will be calculated as a percentage of dividend (including dividend tax) recommended for the year to the net profit for that year).

• ii) ‘Board’ shall mean Board of Directors of the Company

• iii) ‘Members’ shall mean shareholders of the Company who hold shares of the Company.

  • Tax implications if any, on distribution of dividends.

• iv) ‘Policy’ shall mean Dividend Distribution Policy

• B. Objective:

• Providing for unforeseen events and contingencies with financial implications.

The objective of this document is to frame a policy for dividend distribution criteria of the Company.

• Any other relevant factor that the Board may deem fit to consider.

• C. Background:

The Board may declare interim dividend(s) as and when they consider it fit and recommend the final dividend to the Members for their approval in the general meeting of the Company.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”), the Company is required to formulate a Dividend Distribution Policy which shall be disclosed in the annual report and on the Company’s website.

In case the Board proposes not to distribute the profit; the fact shall be disclosed in the Annual Report of the Company.

• D. Policy:

The Board of the Company has approved this Dividend Distribution Policy to comply with these requirements.

In the event of any conflict between the Act or the SEBI Regulations or any other statutory enactments (“Regulations”) and the provisions of this policy, the Regulations shall prevail over this policy. Any subsequent amendment / modification in the Regulations, in this regard shall automatically apply to this policy.

The Company currently has only one class of shares, viz. equity, for which this policy is applicable. The policy is subject to review if and when the Company issues different classes of shares.

The circumstances under which Members may expect dividend are based on the following factors:

• Current year profits and outlook in line with internal and external environment.

• Operating cash flows.

THIS DOCUMENT DOES NOT SOLICIT INVESTMENTS IN THE COMPANY’S SECURITIES. NOR IS IT AN ASSURANCE OF GUARANTEED RETURNS (IN ANY FORM), FOR INVESTMENTS IN THE COMPANY’S EQUITY SHARES.

Annexure–V to the Board’s Report

SECRETARIAL AUDIT REPORT

FOR THE YEAR ENDED 31ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

HEG Limited, Mandideep, Near Bhopal, Distt Raisen Madhya Pradesh-462046

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by HEG LIMITED (CIN: L23109MP1972PLC008290) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the year ended on 31[st] March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the year ended on 31[st] March, 2025 according to the provisions of:

I.

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

• The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder.

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

• Foreign Exchange Management Act, 1999 and rules and regulations made thereunder to the extent of External Commercial Borrowings.

• The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time;

• b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; as amended from time to time;

• c. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

• d. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended from time to time;

• e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the audit period);

• f. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the audit period);

• g. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period);

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

• h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period); and

• i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period);

During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

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

II.

• The Water (Prevention and Control of Pollution) Act, 1974 and rules made thereunder

• The Air (Prevention and Control of Pollution) Act, 1981 and rules made thereunder

• The Environment (Protection Act 1986 and amended upto 1991) and The Environment (Protection) Rules 1986 & Amendment Rules, 2006

• The Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016 as amended from time to time.

• Indian Boiler Act No. V of 1923 & amended 1960

• The Indian Electricity Act 2003, amendment up to 2007 and The Indian Electricity rule 1956 amended up to 2000

• Entry Tax Act, 1976 (Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976)

• Factories Act 1948 as amended in 1987 along with Madhya Pradesh Factories Rules, 1962

• Workmen’s Compensation Act, 1923 and Workmen’s Compensation (Madhya Pradesh) Rules, 1962 and Madhya Pradesh Workmen’s Compensation (Occupational Diseases) Rules, 1963

• Employees’ Provident Funds And Miscellaneous Provisions Act, 1952 as amended from time to time and rules made thereunder

• Employees’ State Insurance Act, 1948 as amended from time to time and rules made thereunder

• Contract Labour (Regulation and Abolition) Act, 1970 as amended from time to time and rules made thereunder

• The Maternity Benefit Act, 1961 as amended from time to time and rules made thereunder

• The Code on Wages, 2019

• Manufacture, Storage and Import of Hazardous Chemicals Rules 1989 and Amendment Rules, 2000

• Public Liability Insurance Act, 1991 amended upto 1992 & Rules 1991 amended upto 2003

• Sexual harassment of women at the workplace (Prevention, Prohibition, Redressal) Act, 2013

• Private Security Agencies (Regulation) Act, 2009

• Goods and Services Tax Act, 2017

During the year under review, the Company has filed periodical return and has not received any show cause notice and has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We have relied on the representation made by the Company and its officers on systems and mechanism formed by the Company for compliance under other Act, Laws and Regulations to the Company.

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Central Government

• The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned.

Majority decision is carried through while there has been no member dissenting from the decisions arrived.

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under review:

• ¾ Shri Davinder Kumar Chugh, resigned as an Independent Director of the Company w.e.f. 22[nd] May, 2024.

• ¾ Shri Jayant Davar (DIN: 00100801) was re-appointed as an Independent Director of the Company for another term of five years w.e.f 14[th] August, 2024 to 13[th] August, 2029 by the Board of Directors in their meeting held on 22[nd] May, 2024 subject to the Shareholder’s approval, which was duly obtained at the Annual General Meeting held on 07[th] August, 2024.

• ¾ The Board of Directors approved the draft Composite Scheme of Arrangement (“Scheme”) amongst HEG Limited “Transferee Company” and New Co Limited (to be incorporated as a wholly owned subsidiary company of HEG Limited) “Resulting Company” and Bhilwara Energy Limited “Transferor Company” and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 in their meeting held on 22[nd] May, 2024.

• ¾ HEG Graphite Limited a wholly owned subsidiary of HEG Limited was incorporated on 04[th] June, 2024 to carry on the business of manufacturing of Graphite Electrodes.

• ¾ Shri Nand Gopal Khaitan (DIN: 00020588), Shri Sandip Somany (DIN: 00053597) and Shri Priya Shankar Dasgupta (DIN: 00012552) were appointed as an Additional Directors of the Company under Non-Executive Independent Director category for a term of five years w.e.f 13[th] August, 2024 to 12[th] August, 2029 by the Board of Directors in their meeting held on 13[th] August, 2024 subject to the Shareholder’s approval, which was duly obtained via Postal Ballot on 20[th] September, 2024.

• ¾ The Board of Directors in their meeting held on 13[th] August, 2024 approved Sub-division/ split of each equity share of face value of H 10/- each, fully paid-up into 5 (Five) equity shares of face value of H 2 /- each, by altering of Capital Clause of the Memorandum of Association of the Company, subject to the Shareholder’s approval, which was duly obtained via Postal Ballot on 20[th] September, 2024.

• ¾ The Board of Directors in their meeting held on 13[th] August, 2024 took note about the show cause notice received from Office of the Deputy Commissioner (SGST) Mandideep Circle, Bhopal Division-2, issued to the Company, for the tax period July 2017 to March 2018 proposing for recovery of the IGST refunds along with penalty amounting to H 282.34 Crores. The Company submitted a detailed reply to the show cause notice, along with all requisite documents. Subsequently, the GST authorities have dropped the proposed penalty, as communicated in their letter dated 04[th] February, 2025.

• ¾ The Board of Directors in their meeting held on 13[th] September, 2024 has approved the enhancement of existing investment limit by way of Secondary Market Transaction/ Overseas Portfolio Investment Scheme of Foreign Exchange Management (Overseas Investment) Rules, 2022 from H 200 Crores (Rupees Two Hundred Crores Only) to H 250 Crore (Rupees Two Hundred and Fifty Crore only) in one or more tranches in the securities of Listed Indian Companies and/ or Overseas Companies/Body Corporates from time to time.

• ¾ Shri Gulshan Kumar Sakhuja, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company resigned from the Company w.e.f. 18[th] September, 2024.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

• ¾ Shri Ravi Kant Tripathi was appointed as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company by the Board of Directors in their meeting held on 13[th] November, 2024 with immediate effect.

• ¾ Dr. Kamal Gupta was appointed as an Additional Director of the Company under Non-Executive Non-Independent Director category w.e.f. 14[th] November, 2024 by the Board of Directors in their meeting held on 13[th] November, 2024 subject to the Shareholder’s approval, which was duly obtained via Postal Ballot on 27[th] December, 2024.

• ¾ Shri Manish Gulati (DIN: 08697512) was re-appointed as Whole Time Director of the Company for a period of five years w.e.f 01[st] March, 2025 to 28[th] February, 2030 by the Board of Directors in their meeting dated 13[th] November, 2024 subject to the Shareholder’s approval, which was duly obtained via Postal Ballot on 27[th] December, 2024..

• ¾ The Board of Directors in their meeting held on 13[th] November, 2024 has approved the acquisition of remaining equity shares of Bhilwara Infotechnology Limited, an Associate Company for making it as a Wholly Owned Subsidiary of the Company.

• ¾ The Board of Directors at their meeting held on 11[th] February, 2025 has approved the enhancement of investment limits in the securities of Indian and Foreign Listed Companies from from H 250 Crore (Rupees Two Hundred and Fifty Crore Only) to H 350 Crore (Rupees Three Hundred and Fifty Crore Only). The said investment will be made through secondary market transactions/ overseas portfolio investment scheme of Foreign Exchange Management (Overseas Investment) Rules, 2022.

• ¾ The Board of Directors in their meeting held on 11[th] February, 2025 has approved a grant of Inter-Corporate Unsecured Loan of H 100 Crore (Rupees One Hundred Crore Only) in one or more tranches to the Bhilwara Energy Limited, an Associate Company at an interest rate of 9% p.a. for the tenure of 1 (One) year and payable by way of Bullet payment (principal plus interest) on the date of maturity.

• ¾ Pursuant to the observations raised by SEBI and communicated to the Company by BSE Limited regarding the proposed infusion of funds into the Transferor Company, the Board of Directors, in their meeting held on 10[th] March 2025, considered and approved the Modified draft Composite Scheme of Arrangement among the Company and HEG Graphite Limited and Bhilwara Energy Limited, along with their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

• ¾ The Board has approved the execution of share subscription and shareholders’ agreement amongst HEG Limited, Singularity Growth Opportunities Fund II, Bhilwara Energy Limited (“BEL”) and existing shareholders of BEL (“SSSHA”), in connection with investment of an aggregate amount of approx. I 250 Crores in their Meeting held on 10[th] March, 2025.

• ¾ The Company has received the Notice dated 17[th] March, 2025 from BSE and NSE for levy of penalty of H 1,01,480 (Rupees One Lakh One Thousand Four Hundred and Eighty Only) (inclusive of GST) by each exchange for alleged violation of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015. The Company is in the process of submitting a waiver application to the designated Stock Exchange (i.e., NSE), along with the requisite supporting documents and response from designated Stock Exchange still awaited.

For GSK & Associates (Company Secretaries) FRN: P2014UP036000

Annexure–VI to the Board’s Report

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

(Pursuant to Annexure II of the Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. Brief outline on CSR Policy of the Company: Refer to Point no. 30 of Board’s Report

2. Composition of Corporate Social Responsibility & ESG Committee:

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----- Start of picture text -----

Number of
Number of
meetings of
Sl Designation / meetings of CSR
No. [Name of Director] Nature of Directorship Committee held CSR Committee
attended during
during the year
the year
1. Shri Ravi Jhunjhunwala Chairman, Managing Director & CEO 4 4
2. Shri Satish Chand Mehta Non-Executive (Independent Director) 4 4
3. Smt. Vinita Singhania Non- Executive Director 4 4
4. Dr. Kamal Gupta Non- Executive Director - -
5. Shri Manish Gulati Executive Director - -
----- End of picture text -----

*Dr. Kamal Gupta and Shri Manish Gulati have been appointed as member of Corporate Social Responsibility and ESG Committee w.e.f. February 11, 2025

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the Company.

The Web-links are as under:

Composition of CSR committee

: https://hegltd.com/wp-content/uploads/2025/05/Composition-ofCSRESGCommittee.pdf

: https://hegltd.com/wp-content/uploads/2021/06/amended-csr-policy.pdf

CSR Policy : CSR projects approved by the board are : https://hegltd.com/csr-projects-approved-by-the-board/ disclosed on the website of the company

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

The Company has been conducting internal impact assessments to monitor and evaluate its all CSR programmes. The report on Impact assessment along with executive summary of its applicable CSR projects by Independent Agencies in terms of above rules are available on Company’s website at link i.e. https://hegltd.com/impact-assessment/

5.	(a) Average net proft of the company as per sub-section (5) of section 135. : H4,64,90,13,750
	(b) Two percent of average net proft of the company as per sub-section (5) of section 135. : H9,29,80,275
	(c) Surplus arising out of the CSR Projects or programmes or activities of the previous fnancialyears. : NIL
	(d) Amount required to be set-of for the fnancialyear, if any. : NIL
	(e) Total CSR obligation for the fnancial year [(b)+(c)-(d)]. : H9,29,80,275

Saket Sharma

Partner (Membership No.: F4229) (CP No.: 2565) Date: 19[th] May, 2025 PR No.: 2072/2022 Place: New Delhi UDIN: F004229G000375622

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) : H 7,99,08,337[#] # H 55,15,685 and H 25,17,992 was spent during financial year on ongoing projects from Unspent CSR Account for FY 2023-24 and FY 2022-23 respectively. For details please refer point no. 7 below (b) Amount spent in Administrative overheads. : H 4,98,724 (c) Amount spent on Impact Assessment, if applicable. : NIL (d) Total amount spent for the Financial Year [(a)+(b)+(c)]. : H 8,04,07,061

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

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----- Start of picture text -----

Amount Unspent (in D )
Total Amount transferred to Unspent Amount transferred to any fund specified
Total Amount Spent
CSR Account as per sub-section (6) under Schedule VII as per second proviso to
for the Financial Year.
of section 135. sub-section (5) of section 135.
(in D )
Amount. Date of transfer. Name of the Fund Amount. Date of transfer.
th
H 7,23,73,384 H 2,06,06,891 30 April, 2025 - - -
----- End of picture text -----

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

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----- Start of picture text -----

Sl No. Particular Amount (in D )
(1) (2) (3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135 H 9,29,80,275
(ii) Total amount: H 9,29,80,275
Spent for the Financial Year : H 7,23,73,384
Transferred to Unspent CSR Account as per : H 2,06,06,891
Section 135(6) for ongoing projects
(iii) Excess amount spent for the Financial Year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
Financial Years, if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] NIL
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7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

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----- Start of picture text -----

1 2 3 4 5 6 7 8
Amount transferred
Balance
Amount to a Fund as Amount
Amount in
transferred to specified under remaining to
Unspent Amount
Preceding Unspent CSR Schedule VII as per be spent in
Sl. CSR Account Spent in the Deficiency,
Financial Account under second proviso to succeeding
No. Year(s) sub-section (6) under sub- Financial sub-section (5) of Financial if any
section (6) Year (in D )
of section 135 section 135, if any Years
of section 135
(in D ) Amount Date of (in D )
(in D )
(in D ) Transfer
1 2023-24 55,15,685 55,15,685 55,15,685 - - - -
2 2022-23 1,09,59,101 21,34,049 25,17,992 - - - -
3 2021-22 15,83,38,160 8,83,38,160 9,51,13,505 - - - -
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8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

~~Yes/~~ No

If Yes, enter the number of Capital assets created/acquired: NA

Furnish the details relating to such assets(s) so created or acquired through Corporate Social Responsibility amount spend in the Financial Year:

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----- Start of picture text -----

Short particulars of the
Amount
property or asset(s) Pin code of
Sl. Date of of CSR Details of entity/Authority/
[including complete the property
No. creation amount beneficiary of the registered owner
address and location of or asset(s)
spent
the property]
(1) (2) (3) (4) (5) (6)
CSR Registration
Registered
Number, if Name
address
applicable
Not Applicable
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(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.

The Company has identified few CSR Projects undertaken by the Company as an ongoing projects, for which requisite amount have been transferred to Unspent CSR Account as per Section 135(6) of the Companies Act, 2013 read with relevant rules & Schedule VII.

For and on behalf of the Board of Directors

Ravi Jhunjhunwala

Place: Noida (U.P.) Date: 19[th] May, 2025

Chairman, Managing Director & CEO DIN: 00060972

• Figure includes interest accumulated & spent from Unspent CSR Account.

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview Statutory Reports

Corporate Governance Report

1. Company’s Philosophy on Corporate Governance

The Company’s Philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and all its interactions with the stakeholders including shareholders, employees, customers, government, suppliers and lenders and to build the confidence of the society in general. The Company believes in adopting the philosophy of professionalism, transparency and accountability in all areas and is committed to pursue growth by adhering to the highest national and international standards of Corporate Governance.

2. Board of Directors

(i) Composition

The Board has an appropriate composition of Executive, Non-Executive and Independent Directors. The composition of the Board satisfies the requirements of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Section 149 of the Companies Act, 2013, (hereinafter referred to as “the Act”).

The Independent Directors on the Board are experienced, competent and reputed names in their respective fields. The Independent Directors take active part at the Board and Committee Meetings which adds value in the decision-making process of the Board of Directors. The Independent Directors constitute half of the total strength of Board as on 31[st] March, 2025, the details are as under:

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Category of Directors No. of Directors % of total Directors
Independent Directors 6 50
Non Independent Non Executive Directors 4 33
Executive Directors 2 17
Total 12 100
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As on 31[st] March, 2025, the details of composition of the Board, number of other Directorship, Chairmanship/ Membership of Committee of each Director in other Companies, attendance of Directors at the Board Meetings and last Annual General Meeting are given below:

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No. of other Number of Member- No. of Whether
Director- ship(s)/Chairmanship(s) Board attended
Category of
Name of Director ships* in of Board Committees Meetings the last
Directorship
Public Ltd. in other Companies as on Attended/ AGM
Companies 31.03.2025 Held (Yes/ No)
Shri Ravi Chairman, 7 2 (including 1 as Chairman) 7/7 Yes
Jhunjhunwala Managing
Director & CEO
-Promoter
Executive
Shri Riju Vice-Chairman 7 1 6/7 Yes
Jhunjhunwala Promoter Non-
Executive
Shri Shekhar Promoter Non- 4 3 7/7 Yes
Agarwal executive
----- End of picture text -----**

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No. of other Number of Member- No. of Whether
Director- ship(s)/Chairmanship(s) Board attended
Category of
Name of Director ships in of Board Committees Meetings the last
Directorship
Public Ltd. in other Companies as on Attended/ AGM
Companies 31.03.2025 Held (Yes/ No)
Shri Manish Gulati Executive 1 0 7/7 Yes
Director
Dr. Kamal Gupta Non-Executive 2 0 5/5 Yes
Dr. Nand Gopal Independent 5 5 (including 1 as Chairman) 3/4 NA
Khaitan
Shri Satish Chand Independent 1 0 7/7 Yes
Mehta
Smt. Ramni Nirula Independent 2 1 7/7 Yes
Shri Jayant Davar Independent 1 1 7/7 Yes
Smt. Vinita Non-Executive 5 2 7/7 Yes
Singhania
Shri Priya Independent 2 1 1/4 NA
Shankar Dasgupta
Shri Sandip Independent 9 3 3/4 NA
Somany
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Notes:

*Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

**Only Audit Committee and Stakeholders Relationship Committee have been considered in terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (“Listing Regulations”). Membership includes Chairmanship.

***Appointed as Independent Director w.e.f. 13[th] August, 2024.

****Dr. Kamal Gupta has completed his second term as Independent Director on August 29, 2024. He was thereafter appointed as Non-Executive Non-Independent Director w.e.f. 14[th] November, 2024.

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are related to each other except Shri Ravi Jhunjhunwala and Shri Riju Jhunjhunwala, being relatives.

Independent Director means Director as mandated in Listing Regulations and Section 149(6) of the Companies Act, 2013. All the Independent Directors have given the declaration of their independence at the beginning of the financial year.

None of the Directors on the Board:

• is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he or she is a Director;

• holds directorships in more than ten public Companies;

• serves as Director or as Independent Director (ID) in more than seven listed entities; and

• Who are the Executive Directors serves as ID in more than three listed entities.

All the Directors of the Company are appointed/ re-appointed by the Shareholders on the basis of recommendations of the Board and Nomination and Remuneration Committee.

The Board Meetings / Committee Meetings in financial year 2024-25 were held through Video Conferencing/ Physical and information as mentioned in Schedule II Part A of the SEBI Listing Regulations have been placed before the Board for its consideration. The process followed for holding the meeting through Video Conferencing was in compliance with the Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

The Company also has a Risk Management Policy in place, procedures to inform Members of the Board about the risk assessment and minimization.

ii) Directorship in other listed entities including category of Directorship

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Name of
Category of Directorship Listed Entities
Director
Shri Ravi Promoter-Non-Executive RSWM Limited
Jhunjhunwala Promoter-Non-Executive Maral Overseas Limited
Promoter-Non-executive BSL Limited
Shri Shekhar Promoter-Non-Executive RSWM Limited
Agarwal Chairman, Managing Director & CEO-Promoter- Executive Maral Overseas Limited
Chairman, Managing Director & CEO-Promoter-Executive Bhilwara Technical Textiles Limited
Promoter-Non-Executive BSL Limited
Dr. Kamal - -
Gupta
Shri Nand Non-Executive Mangalam Cement Limited
Gopal Non-Executive AGI Greenpac Limited
Khaitan Independent Shyam Metalics And Energy Limited
Independent Hindware Home Innovation Limited
Non-Executive Reliance Chemotex Industries Ltd
Smt. Vinita Vice Chairman, Managing Director JK Lakshmi Cement Limited
Singhania Non-Executive JK Paper Limited
Non-Executive Bengal & Assam Company Limited
Non-Executive Udaipur Cement Works Limited
Shri Riju Chairman, Managing Director & CEO–Promoter-Executive RSWM Limited
Jhunjhunwala Promoter–Non-Executive Bhilwara Technical Textiles Limited
Shri Satish Independent Jain Irrigation Systems Limited
Chand Mehta
Smt. Ramni Independent Usha Martin Limited
Nirula Independent Kirloskar Brothers Limited
Shri Jayant Managing Director Sandhar Technologies Limited
Davar
Shri Manish - -
Gulati
Shri Priya Independent Vindhya Telelinks Limited
Shankar
Dasgupta
Shri Sandip Managing Director AGI Greenpac Limited
Somany Non-Executive JK Paper Limited
Independent Indraprastha Medical Corporation Limited
Chairperson & Non-Executive Hindware Home Innovation Limited
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iii) Matrix of Core Skills/ Expertise/ Competencies of Directors in context of business of the Company.

The Matrix setting out the skills, expertise and competencies of Directors as on 31[st] March 2025, in context of business of the Company is as under:

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----- Start of picture text -----

Skills/Expertise/Competence
Knowledge
on Company’s
businesses,
Behavioral
Policies and Business Environment,
skills – Technical
culture (including Strategy, Health and
Attributes / Profes-
the Mission, Vision Sales & Safety and
and sional
and Values) major Marketing, Financial Sustainability
competencies Skills and
risks / threats Corporate and Knowledge of
Sl. Name of to use their specialized
and potential Govern- Manage- working on
No. Director knowledge knowl-
opportunities, the ance, Forex ment environment,
and skills to edge in
industry in which Management, Skills. health and
contribute relation to
the Company Administra- safety and
effectively to Company’s
operates and tion, Decision sustainability
the growth of business.
advising on Making. activities.
the Company.
domestic market
and overseas
market.
1 Shri Ravi      
Jhunjhunwala
2 Shri Riju      
Jhunjhunwala
3 Shri Shekhar     
Agarwal
4 Dr. Kamal     
Gupta
5 Dr. Nand Gopal      
Khaitan
6 Shri Satish     
Chand Mehta
7 Smt. Ramni    
Nirula
8 Smt. Vinita    
Singhania
9 Shri Jayant     
Davar
10 Shri Manish      
Gulati
11 Shri Priya      
Shankar
Dasgupta
12 Shri Sandip     
Somany
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Corporate Overview Statutory Reports Financial Statements

iv) Shareholding of Non-Executive Directors

The number of Equity Shares of the Company held by Non- Executive Directors of the Company are as under:

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Name of Director No. of Equity Shares held
Dr. Kamal Gupta (Jointly with his wife Mrs. Usha Gupta) 2,365
Shri Riju Jhunjhunwala 6,780
Shri Jayant Davar 20
Shri Sandip Somany (Jointly with his wife Mrs. Sumita Somany) 76,250
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v) Board Meetings

The Board meets at least once in every quarter to review quarterly results and other items on the agenda. Additional meetings are held when necessary. Seven Board Meetings were held during the financial year ended the 31[st] March, 2025 through Physical mode and/ or Video Conferencing as permitted by relevant SEBI Circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013. These were held on 22[nd] May, 2024, 22[nd] May, 2024, 13[th] August, 2024, 13[th] September, 2024, 13[th] November, 2024, 11[th] February, 2025, 10[th] March, 2025.

However, in case of a special and urgent business need, the Board’s approval is taken by passing resolution by circulation, as permitted by law which is noted and confirmed in the subsequent Board Meeting. One resolution was passed by circulation on 16[th] May, 2024.

Keeping in view the underlying objective of Green Initiatives, the Company has adopted a practice of making electronic presentation of the Agenda of Board Meeting and other Committee Meetings in the form of a power point presentation, wherever required. Adequate notice was given to all Directors w.r.t. the Board/ Committee Meetings held during the year. Agenda and detailed notes on agenda were sent well in advance so as to enable the Directors to become aware of all the facts on timely basis.

3. Audit Committee

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

(i) Broad Terms of Reference

1. The Audit Committee at its discretion shall invite the Finance Director or Head of the Finance Function, Head of Internal Audit and a representative of the Statutory Auditor and any other such executives to be present at the meetings of the committee;

Provided that occasionally the Audit Committee may meet without the presence of any of the executives of the Company.

1. The Audit Committee shall have the power to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if considered necessary;

2. The chairperson of the Audit Committee shall be an Independent Director and shall be present at Annual General Meeting to answer the shareholder’s queries;

3. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

4. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

5. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

6. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:

7. a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013.

8. b) Changes, if any, in accounting policies and practices and reasons for the same.

9. c) Major accounting entries involving estimates based on the exercise of judgement by management.

10. d) Significant adjustments made in the financial statements arising out of audit findings.

11. e) Compliance with listing and other legal requirements relating to financial statements.

12. f) Disclosure of any related party transactions.

13. g) Modified opinion(s) in the draft Audit Report.

14. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

15. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

16. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

17. Approval or any subsequent modification of transaction of the Company with related party;

18. Scrutiny of inter-corporate loans and investments;

19. Valuation of undertakings or assets of the Company, wherever it is necessary;

Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a Company or its liabilities under the provision of the Companies Act, 2013, it shall be valued by a person having such a qualifications and experience and registered as a valuer in such a manner, on such terms and conditions as may be prescribed and appointed by the Audit Committee or in its absence by the Board of Directors of the Company.

1. Evaluation of internal financial controls and risk management systems;

2. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

3. Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audits;

4. Discussion with Internal Auditors of any significant findings and follow up thereon;

5. Reviewing the findings of any internal investigations by the Internal Auditors into matter where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

6. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

7. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors;

8. To review the functioning of the Whistle Blower mechanism;

9. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; and

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Financial Statements

Corporate Overview Statutory Reports

1. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

2. The Audit Committee of the Company shall mandatorily review the following information:

3. i. Management Discussion and Analysis of financial condition and results of operations.

4. ii. Statement of Significant Related Party Transactions (as defined by the Audit Committee), submitted by management;

5. iii. Management Letters/ Letters of Internal Control Weaknesses issued by the Statutory Auditors;

6. iv. Internal Audit Reports relating to internal control weaknesses; and

7. v. The appointment, removal and terms of remuneration of the Chief Internal Auditors shall be subject to review by the Audit Committee.

8. vi Statement of deviations:

   • a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

   • b. annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. The Internal Auditors may report directly to the Audit Committee;

10. The Audit Committee of the Company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary;

11. All related party transactions shall require approval of the Audit Committee and the Committee may make omnibus approval for related party transactions proposed to be entered into by the Company on yearly basis;

12. The Audit Committee shall, after obtaining approval of the Board of Directors, specify the criteria for making the omnibus approval;

13. The Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given;

14. The Audit Committee shall consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

15. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower.

16. Such other key issues/matters as may be referred by the Board or as may be necessary in view of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provision of the Companies Act, 2013 & Rules thereunder.

ii) Composition of the Committee

The composition of the Audit Committee as on March 31, 2025 is as under:

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----- Start of picture text -----

Sl. No. Name of Director Designation Category
1 Shri Satish Chand Mehta Chairman Independent Director
2 Shri Shekhar Agarwal Member Non-Executive Promoter Director
3 Dr Kamal Gupta Member Non-Executive Director
4 Smt. Ramni Nirula Member Independent Director
5 Dr. Nand Gopal Khaitan Member Independent Director
6 Shri Jayant Davar Member Independent Director
----- End of picture text -----

All these Directors possess knowledge of corporate finance, accounts and corporate laws. The Statutory Auditors, Cost Auditors, Secretarial Auditor, Internal Auditors and Senior Executives of the Company are invited to attend the meetings of the Committee, whenever necessary. The Company Secretary acts as the Secretary of the Committee.

iii) Meetings and Attendance

During the financial year ended the 31[st] March, 2025, Eight (8) meetings were held through Physical Mode and/ or Video Conferencing as permitted by relevant SEBI Circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013 on 16[th] May, 2024, 22[nd] May, 2024, 22[nd] May, 2024, 13[th] August, 2024, 13[th] September, 2024, 13[th] November, 2024, 11[th] February, 2025, 10[th] March, 2025. The attendance at the above Meetings out of total meeting eligible to attend was as under:

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----- Start of picture text -----

Sl. No. Name of Director No. of meetings attended out of total meeting eligible to attend
1 Shri Satish Chand Mehta 8/ 8
2 Shri Shekhar Agarwal 7/ 8
3 Dr. Kamal Gupta 4/ 5
4 Smt. Ramni Nirula 8/ 8
5 Dr. Nand Gopal Khaitan 3/ 4
6 Shri Jayant Davar 1/ 1
----- End of picture text -----**

Second term of Dr. Kamal Gupta as Independent Director has been completed on August 29, 2024. Further, Dr. Kamal Gupta has been appointed as Non-Executive Non-Independent Director w.e.f. November 14, 2024. *Member since May 16, 2024.

***Member since August 13, 2024.

****Member since February 11, 2025.

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

i) Broad Terms of Reference

• The terms of reference of the Committee as per the Nomination and Remuneration Policy of the Company inter-alia includes the following:

• a) To formulate of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• b) reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, with the objective to diversify the Board;

• c) to recommend to the Board the appointment and removal of Director or KMP or Senior Management Personnel;

• d) Formulate the criteria for effective evaluation of performance of Independent Directors, Board, its Committees and Individual Directors to be carried out either by the Board, by the Committee itself or by an independent external agency and review its implementation and compliance;

• e) to carry out evaluation of Director’s performance;

• f) assessing the independence of independent directors;

• g) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

• h) making recommendations to the Board on the remuneration, in whatever form/fee payable to the Directors/ KMPs/Senior Management so appointed/re-appointed;

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Corporate Overview Statutory Reports Financial Statements

• i) ensure that level and composition of remuneration of Directors, KMP’s and Senior Management is reasonable and sufficient. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

• j) the Committee is to assist the Board in ensuring Board nomination process with the diversity of gender, thought, experience, knowledge and perspective in the Board;

• k) to develop a succession plan for the Board and Senior Management and to regularly review the plan;

• l) to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• m) such other key issues/matters as may be referred by the Board or as may be necessary in view of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provision of the Companies Act, 2013 & Rules thereunder.

• (4) Review of the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports, statutory notices by the shareholders of the Company.

ii) Composition of the Committee

The composition of the Committee as on March 31, 2025 is as under:

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----- Start of picture text -----

Sl. No. Name of Director Designation Category
1 Shri Riju Jhunjhunwala Chairman Non-Executive Promoter Director
2 Shri Ravi Jhunjhunwala Member Executive-Promoter Director
3 Shri Jayant Davar Member Independent Director
4 Shri Sandip Somany Member Independent Director
----- End of picture text -----

Shri Vivek Chaudhary, Company Secretary is the Compliance Officer of the Company.

ii. Composition of the Committee

The composition of the Nomination and Remuneration Committee as on March 31, 2025 is as under:

==> picture [396 x 54] intentionally omitted <==

----- Start of picture text -----

|||||
|---|---|---|---|
|Sl. No.|Name of Director|Designation|Category|
|1|Shri Satish Chand Mehta|Chairman|Independent Director|
|2|Smt. Ramni Nirula|Member|Independent Director|
|3|Dr. Nand Gopal Khaitan|Member|Independent Director|

----- End of picture text -----

The Company Secretary acts as Secretary of the Committee.

Meetings and Attendance

iii.

During the financial year ended 31[st] March, 2025, four (4) meetings were held through Physical Mode and/ or Video Conferencing as permitted by relevant SEBI Circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013 on 22[nd] May, 2024, 13[th] August, 2024, 13[th] November, 2024, 11[th] February, 2025.

The attendance at the above Meetings out of total meeting eligible to attend was as under:

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----- Start of picture text -----

Sl. No. Name of Director No. of meetings attended out of total meeting eligible to attend
1 Shri Satish Chand Mehta 4/4
2 Smt. Ramni Nirula 4/4
3 Dr. Nand Gopal Khaitan 2/2
4 Dr. Kamal Gupta 2/2
----- End of picture text -----*

Member since August 13, 2024. *Member upto August 29, 2024.

iii) Meetings and Attendance

During the financial year ended 31[st] March, 2025, four (4) meetings were held on 23[rd] April, 2024, 23[rd] July, 2024, 30[th] October, 2024, and 21[th] January, 2025.

The attendance at the above Meetings out of total meeting eligible to attend was as under:

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----- Start of picture text -----

Sl. No. Name of Director No. of meetings attended out of total meeting eligible to attend
1 Shri Riju Jhunjhunwala 4/4
2 Shri Ravi Jhunjhunwala 3/4
3 Shri Jayant Davar [@] 2/3
4 Shri Sandip Somany [#] 2/2
5 Dr. Kamal Gupta [$] 2/2
6 Shri Davinder Kumar Chugh 0/1
----- End of picture text -----*

@Member since May 16, 2024.

Member since August 13, 2024.

$Member upto August 29, 2024.

*Shri Davinder Kumar Chugh has ceased to be a member of Stakeholders Relationship Committee w.e.f. May 16, 2024.

The Company received 48 complaints from Shareholders during the financial year 2024-25 and all 48 were resolved to the satisfaction of the shareholders as on date of this report.

(vi) Corporate Social Responsibility and ESG Committee

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Companies Act, 2013. The Board of Directors in its meeting held on February 11, 2025 changed the name of Corporate Social Responsibility Committee as “Corporate Social Responsibility and ESG Committee”.

(v) Stakeholders Relationship Committee

The Stakeholders’ Relationship Committee has been constituted by the Board in compliance with the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

i) Broad Terms of Reference

• (1) Resolving the grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• (2) Review of measures taken for effective exercise of voting rights by shareholders.

i) Broad Terms of Reference

• a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject specified in Schedule VII of the Companies Act, 2013;

• b) Recommend and monitor the amount of expenditure to be incurred on the activities referred to in clause (a);

• c) Monitor the Corporate Social Responsibility Policy of the Company from time to time; and

• (3) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

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Financial Statements

Corporate Overview

Statutory Reports

• d) Any other functions as may deem fit by the CSR Committee/Board or as may be necessitated by any regulatory framework as amended from time to time.

ii. Composition of the Committee

The composition of the Corporate Social Responsibility Committee as on March 31, 2025 is as under:

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----- Start of picture text -----

Sl. No. Name of Director Designation Category
1 Shri Ravi Jhunjhunwala Chairman Executive-Promoter Director
2 Smt. Vinita Singhania Member Non-Executive Director
3 Shri Satish Chand Mehta Member Independent Director
4 Dr. Kamal Gupta Member Non-Executive Director
5 Shri Manish Gulati Member Executive Director
----- End of picture text -----

Meetings and Attendance

iii.

During the financial year ended 31[st] March, 2025, four meetings were held through Physical Mode and/ or Video Conferencing as permitted by relevant SEBI Circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013 on 22[nd] May, 2024, 13[th] August, 2024, 13[th] November, 2024, 11[th] February, 2025. The attendance at the above Meetings out of total meeting eligible to attend was as under:-

==> picture [396 x 83] intentionally omitted <==

----- Start of picture text -----

Sl. No. Name of Director No. of meetings attended out of total meeting eligible to attend
1 Shri Ravi Jhunjhunwala 4/4
2 Smt. Vinita Singhania 4/4
3 Shri Satish Chand Mehta 4/4
4 Shri Manish Gulati -
5 Dr. Kamal Gupta [#] -
----- End of picture text -----*

*Member since February 11, 2025.

Member since February 11, 2025.

(vii) Risk Management Committee

The Risk Management Committee has been constituted by the Board in compliance with the requirements of Regulation 21 of the Listing Regulations.

Broad Terms of Reference

i.

• (1) To formulate a detailed risk management policy which shall include:

• (a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

• (b) Measures for risk mitigation including systems and processes for internal control of identified risks.

• (c) Business continuity plan.

• (2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

• (3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

• (4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

• (6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

• (7) Revision/updation/implementation of SOPs relating to Cyber Security;

• (8) Any other functions as may deem fit by the Risk Management Committee/Board or as may be necessitated by any regulatory framework as amended from time to time in connection with the risk management of the Company.

The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

ii. Composition of the Committee

The Composition of Risk Management Committee as on March 31, 2025 is as under:

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----- Start of picture text -----

Sl. No. Name of Director Designation Category
1 Shri Ravi Jhunjhunwala Chairman Executive- Promoter Director
2 Dr. Kamal Gupta Member Non-Executive Director
3 Smt. Ramni Nirula Member Independent Director
4 Dr. Nand Gopal Khaitan Member Independent Director
----- End of picture text -----

iii. Meetings and Attendance

During the financial year ended 31[st] March, 2025, two (2) meetings were held through Physical Mode and/ or Video Conferencing as permitted by relevant SEBI Circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013 22[nd] May, 2024 and 13[th] November, 2024. The attendance at the above Meeting out of total meeting eligible to attend was as under: -

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----- Start of picture text -----

Sl. No. Name of Director No. of meetings attended out of total meeting eligible to attend
1 Shri Ravi Jhunjhunwala 2/2
2 Dr. Kamal Gupta [#] 1/1
3 Smt. Ramni Nirula 2/2
4 Dr. Nand Gopal Khaitan [@] 1/1
----- End of picture text -----

Member upto August 29, 2024 and thereafter again joined as member w.e.f. February 11, 2025. @ Member since August 13, 2024.

(viii) Independent Directors’ Meeting

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and also as per the Regulation 25 of Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 11[th] February, 2025 to review the performance of Non-Independent Directors (including the Chairman, Managing Director & CEO) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board & its Committees which is necessary to effectively and reasonably perform and discharge their duties. Further, the Independent Directors have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

• (5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

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Corporate Overview Statutory Reports Financial Statements

(ix) Particulars of Senior Management Personnel and changes since the close of previous financial year:

==> picture [415 x 350] intentionally omitted <==

----- Start of picture text -----

Name of Senior Changes if any,
Sl. Nature of change
Management Designation during the F.Y
No. and Effective date
Personnel (“SMP”) 2024-25 (Yes / No)
1 Mr. Jasvinder Singh Khosla Vice President - Operations No -
(Nipple Plant)/Specialties
2 Mr. Atul Laxman Moghe Vice President - Maintenance No -
& Power
3 Mr. Virendra Srivastava Vice President - Operations No -
4 Mr. Prashant Kumar Jha General Manager - Commercial No -
5 Mr. Gulshan Kumar Sakhuja Chief Financial Officer Yes Resigned from the
position of Chief
Financial Officer w.e.f.
September 18, 2024
6 Mr. Ravi Kant Tripathi Chief Financial Officer Yes Appointed/Re-
designated as Chief
Financial Officer w.e.f.
November 13, 2024.
7 Mr. Rajesh Jetha Sr. General Manager - IT No -
8 Mr. Axay Saxena General Manager- HR & IR No -
9 Mr. Vivek Chaudhary Company Secretary No -
10 Mr. Nagrajan T Assistant General Manager - No -
Technical
11 Mr. Madhur Sharma Assistant General Manager - No -
Marketing
12 Mr. Tajender Bhatia Deputy General Manager - CPP No -
13 Mr. Ashish Gaur Deputy General Manager - No -
Marketing
14 Mr. Devendra Singh Lodhi Deputy General Manager - SCM No -
----- End of picture text -----

(x) Performance Evaluation Criteria of Independent Directors

Pursuant to Regulation 17 of the Listing Regulations, evaluation of Independent Directors was carried out by the entire Board. Only the Independent Director being evaluated did not participate in the said evaluation discussion. All Independent Directors satisfies the independence criteria and are independent of management.

The Evaluation criteria for Independent Directors forms part of the Nomination and Remuneration Policy of the Company which is annexed in the Board’s Report.

(xi) Familiarisation Programme

Pursuant to the Code of Conduct for Independent Directors specified under the Act and the SEBI Listing Regulations, the Company has in place a familiarization programme for all its Independent Directors. Such familiarization programmes help the Independent Directors to understand the Company’s strategy, business model, operations, markets, organization structure, risk management etc. and such other areas as may arise from time to time. The Familiarization Programmes imparted to Independent Directors of the Company has been disclosed on its website and a weblink thereto is as under:

https://hegltd.com/wp-content/uploads/2025/05/Familiarization-Programme_FY-2024-25.pdf

(xii) Remuneration of Directors

Details of Remuneration paid to the Directors for the financial year ended 31[st] March, 2025.

i.

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----- Start of picture text -----

( H in Lakhs)
Name of Director Salary Benefits Commission Bonuses [Stock Option ] Sitting Total
& Pension Fee
Shri Ravi Jhunjhunwala 335.81 96.75 662.88 - - - 1095.44
Shri Shekhar Agarwal - - - - - 10.50 10.50
Dr. Kamal Gupta - - - - - 15.75 15.75
Smt. Vinita Singhania - - - - - 5.25 5.25
Shri Riju Jhunjhunwala - - - - - 8.25 8.25
Shri Satish Chand Mehta - - - - - 17.25 17.25
Smt. Ramni Nirula - - - - - 18.75 18.75
Shri Jayant Davar - - - - - 17.25 17.25
Shri Manish Gulati 150.26 37.54 108.33 - - - 296.13
Dr. Nand Gopal Khaitan - - - - - 8.25 8.25
Shri Priya Shankar Dasgupta - - - - - 1.50 1.50
Shri Sandip Somany - - - - - 4.50 4.50
----- End of picture text -----

During the year under review, the Company had paid the sitting fees and reimbursed out of pocket expenses incurred for attending the meeting of the Board/Committees to the Non-Executive Directors including Independent Directors of the Company.

The appointment of Executive Directors, Key Managerial Personnel and other employees is by virtue of their employment with the Company, therefore, their terms of employment vis-a-vis salary, variable pay, service contract, notice period and severance fee, if any, are governed by the applicable policies at the relevant point in time.

ii. Criteria of making payments to Non-Executive/ Independent Director(s)

The criteria of making payments to Non-Executive Director/Independent Director(s) is available on the website of the Company and the weblink of the same is as under:

https://hegltd.com/wp-content/uploads/2018/08/Criteria-of-making-payments-to-NonExecutive-Directors.pdf

iii. Pecuniary Transactions

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.

(xiii) Code of Conduct

The Company has a Code of Conduct for the Directors and Senior Management Personnel. This 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 Code has been circulated to all the Members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them. A declaration signed by the Chairman, Managing Director & CEO in this regard is given below:

“I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management Personnel of the Company, affirmation that they have complied with the Code of Conduct framed for Directors and Senior Management Personnel in respect of the financial year 2024-25.”

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(xiv) Vigil Mechanism/Whistle Blower Policy

The Company is committed to pursue its business objectives in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour and has put in place a mechanism for reporting unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees or any other person are free to report. The Whistle-blower policy is available on the Company’s website and a weblink thereto is as under:

https://hegltd.com/wp-content/uploads/2018/07/Whistle-Blower-Policy-08.05.2018.pdf

During the year, no personnel has been denied access to the audit committee and no complaints were received.

(xv) Prevention of Sexual Harassment of Women at Workplace

The protection against sexual harassment and right to work with dignity are universally recognized human rights. To provide safe working environment to women the LNJ Bhilwara Group has in place Policy on Prevention, Prohibition and Redressal against sexual harassment of Women Employees. The purpose of this policy is to communicate that LNJ Bhilwara Group has a “zero tolerance” approach towards sexual harassment to women at workplace. The disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as under:

• (a) Number of complaints filed during the Year: NIL

• (b) Number of complaints disposed off during the Year : NA

• (c) Number of complaints pending as on end of the Year: NA

(xvi) Disclosures

• a) There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, their Subsidiaries or relatives conflicting with Company’s interest. The transactions with related parties are in the ordinary course of business and on arm’s length basis. Suitable disclosure as required by the applicable Accounting Standards, has been made in the Annual Report. A web link for policy on dealing with related party transactions is as under:

https://hegltd.com/wp-content/uploads/2022/05/HEG_RPT-Policy_09.02.2022.pdf

• b) The Company has received the notice from National Stock Exchange of India Limited (NSE) vide email reference no. NSE/LIST-SOP/COMB/FINES/0307 dated March 17, 2025 and from BSE Limited (BSE) vide email reference no. SOP-CReview/Dec 24-Q dated March 17, 2025, towards alleged non-compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015. Pursuant to above notices both NSE and BSE has levied a penalty of H 1,01,480 (inclusive of GST) each. The Company has filed a waiver application along with the supporting documents on March 20, 2025 to the designated stock exchange for this matter i.e. NSE and the same is with NSE for their decision.

Except as mentioned above no other penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during last three years.

• c) The Company has complied with the requirements of the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• d) The Senior Management Personnel of the Company have confirmed to the Board of Directors that they do not have any personal interest relating to material, financial and commercial transactions entered into with the Company that may have a potential conflict with the interests of the Company at large.

e) Commodity Price Risks and Commodity Hedging Activities:

In the recent times, sale and purchase of Graphite Electrodes have more or less commoditised, with customers preferring price as a key driver. The key raw material for the same is a petroleum based Byproduct. There is a clear relationship in the price movement of both, though with a small lead and lag effect. Both sourcing and sale contracts are short term these days and therefore offer ample opportunities for matching the Price movement on either side.

The Risk Management Framework includes inter-alia risk identification of raw material availability and cost, the markets for its products, foreign exchange etc. The functional heads / location heads are responsible for managing risk on various parameters and ensure implementation of appropriate and timely risk mitigation measures. Risks affecting the entire Company are discussed at Head Office. Risk perception and mitigation plan is presented to the Board on half yearly basis. With the constitution of the Risk Management Committee, the same would also be discussed at the committee level and then placed before the Board.

There is no hedging mechanism for Company’s material inputs as well as finished products in terms of price. The suppliers of Calcined Petroleum Needle coke (which is the key input) usually resort to annual quantity contract which is subject to the pricing to be discussed and mutually agreed on quarterly / half yearly basis. Therefore, it is not practically possible to provide data in the format as prescribed by SEBI circular dated 15[th] November, 2018. The pricing of electrodes (which is the key finished product) is usually fixed at the time of procuring order. In any case, the market conditions for Calcined Petroleum Needle coke and for finished electrodes are similar, such that changes in the prices of Calcined Petroleum Needle coke tend to remain in tandem (except for short transitional periods) with the price of the relevant finished electrodes. Therefore, there are no hedging arrangements with regard to future prices of Calcined Petroleum Needle coke. In view of the above factors, the price risk exposure is not material.

Company usually has foreign exchange exposure in the form of export receivables and payables for import, foreign currency loans and certain expenditure. The foreign currency risk exposures usually gets balanced and the resultant net asset / liability is not material. The position of unhedged currency wise foreign exchange risk exposure as on 31[st] March, 2025 is incorporated in note no. 46 to the Standalone Financial Statements.

• f) The Company has a policy for determining Material Subsidiaries and the same is available on the Company’s website and a weblink thereto is as under:

https://hegltd.com/wp-content/uploads/2020/07/Material-subsidary.pdf

At present the Company have Three (3) Wholly Owned Subsidiary Company namely:

• i. TACC Limited (incorporated on 26[th] December, 2022)

• ii. HEG Graphite Limited (incorporated on 04[th] June, 2024)

• iii. Bhilwara Infotechnology Limited (incorporated on 14[th] March, 2000)

• As on financial year ended 31[st] March, 2025, there is no material subsidiary of the Company.

• g) The Company has complied with all the applicable Accounting Standards.

• h) The Chairman, Managing Director & CEO and Chief Financial Officer have certified to the Board, inter- alia the accuracy of financial statements and adequacy of Internal Controls for the financial reporting purpose as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended 31[st] March, 2025. The Annual Certificate given by the Chairman, Managing Director & CEO and the Chief Financial Officer is published in this report.

• i) The Company also strives to adhere and comply with the following discretionary requirements specified under Regulation 27(1) and part E of the schedule II of the SEBI Listing Regulations, to the extent applicable:

• a) Modified opinion(s) in Audit Report: Company’s financial statements have unmodified audit opinions.

• b) Reporting of Internal Auditor: Internal auditor of the Company directly reports to the Audit Committee. The Internal Auditor makes presentations and reports to the Audit Committee of the Company on a quarterly basis pertaining to the key internal audit findings and the action plan agreed with the Management.

• j) The Audit Report contains unmodified audit opinion.

• k) The total fees for all services paid by the Company on a consolidated basis to the Statutory Auditors are detailed in the notes to the Financial Statements.

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• l) No funds have been raised through preferential allotment or qualified institutions placement.

• m) During the financial year 2024-25, the Board of Directors have accepted all the recommendations of its Committees.

• n) The Company has obtained Directors & Officer insurance (D & O) policy for all the Directors including Independent Directors of the Company and details of same have been placed quarterly in the Audit Committee Meeting.

• o) The Company has complied with the Corporate Governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

p) Disclosure of certain types of agreements binding listed entities

• The Company had made the disclosure of Share Subscription and Shareholders’ Agreement executed on March 10, 2025, by and amongst, HEG Limited (“Company”), Singularity Growth Opportunities Fund II (“Singularity”), Bhilwara Energy Limited (“BEL”) and existing shareholders of BEL (“SSSHA”).

The Complete disclosure can be accessed from below mentioned weblink:

Year ending on 31[st] March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

==> picture [456 x 180] intentionally omitted <==

----- Start of picture text -----

S. No. Name of Directors DIN Date of Appointment
1 RAMNI NIRULA 00015330 31/10/2018
2 VINITA SINGHANIA 00042983 31/10/2018
3 JAYANT DAVAR 00100801 14/08/2019
4 MANISH GULATI 08697512 01/03/2020
5 RAVI JHUNJHUNWALA 00060972 08/09/1979
6 KAMAL GUPTA 00038490 14/11/2024
7 SHEKHAR AGARWAL 00066113 15/07/1996
8 SATISH CHAND MEHTA 02460558 23/06/2016
9 RIJU JHUNJHUNWALA 00061060 30/04/2009
10 PRIYA SHANKAR DASGUPTA 00012552 13/08/2024
11 NAND KHAITAN 00020588 13/08/2024
12 SANDIP SOMANY 00053597 13/08/2024
----- End of picture text -----

https://hegltd.com/wp-content/uploads/2025/03/Outcome10032025_Agreement-1.pdf

Except as mentioned above there are no agreements that require disclosure under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations.

• q) There is no non-compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of the Part C of Schedule V to the SEBI Listing Regulations.

• r) There is no instance of Cyber security incident or breach or loss of data during the year.

(xvii) Certificates

1. Certificate from JAIN VINEY & ASSOCIATES, Practicing Company Secretaries has been obtained that none of the Directors on Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI or Ministry of Corporate Affairs or any such authority. The certificate is reproduced as under:

CERTIFICATE UNDER REGULATION 34(3) OF SEBI (LODR) REGULATIONS, 2015

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For JAIN VINEY & ASSOCIATES

Company Secretaries

Sd/- Viney Kumar Jain Company Secretary In Practice M.No.: F 5376 CP. No.: 4614 PR Cert. No. 1234/2021 UDIN: F005376G000372897

Place: New Delhi Date: 19[th] May, 2025

We JAIN VINEY & ASSOCIATES, Practicing Company Secretaries, have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HEG Limited (CIN: L23109MP1972PLC008290) having registered office at MANDIDEEP, NEAR BHOPAL, DIST RAISEN, MADHYA PRADESH-462046 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial

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2. CEO/CFO Certificate Under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is reproduced as under:

3. Independent Auditor’s Report on compliance with the conditions of Corporate Governance

To,

CEO/CFO Certificate

Under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors

The Members,

HEG Limited,

Mandideep, Near Bhopal, Dist Raisen, Madhya Pradesh, India, 462046

HEG Limited

  1. This certificate is issued in accordance with our terms of engagement letter dated May 1, 2025.

• a) We have reviewed financial statements and the cash flow statement for the Financial Year ended 31[st] March, 2025 and that to the best of our knowledge and belief:

• i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

• c) We accept responsibility for establishing and maintaining internal controls for financial reporting in the Company and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting. We have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

• d) We have indicated to the auditors and the Audit Committee:

• i) Significant changes in internal control over financial reporting during the financial year;

• ii) Significant changes in accounting policies during the financial year and the same have been disclosed in the notes to the financial statements; and

• iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Ravi Jhunjhunwala

Ravi Kant Tripathi Chief Financial Officer ICMAI M.No. 17534

Chairman, Managing Director & CEO DIN: 00060972

Place: Noida (U.P.) Date: 19[th] May, 2025

1. We have examined the compliance of conditions of Corporate Governance by HEG Limited (hereinafter the “Company”), for the year ended March 31, 2025, as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D of schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended from time to time (the “listing regulations”).

Management Responsibility

1. The Compliance with the terms and conditions of Corporate Governance is the responsibility of the Management of the company including the preparation and maintenance of all relevant supporting records and documents. This Responsibility includes design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of corporate governance as stipulated in the listing regulations.

Auditors Responsibility

1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

2. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations for the year ended March 31, 2025.

3. We have carried out an examination of the relevant records of the Company in accordance with the guidance note on certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ”ICAI”), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

4. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

1. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, read with the matter referred in the para 9 below, in our opinion, the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2025.

2. During the year, the Company has been levied penalty by National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE) for non-compliance with Regulation 17(1A) of the LODR Regulations which states that no listed company shall appoint a person as a non-executive director who has attained the age of 75 years unless the members of the Company pass a special resolution. The Company backed by a legal opinion obtained from a legal firm is of the view that Regulation 17(1A) and 17(1C) which states that listed entity shall ensure that approval of shareholders for appointment of a person on the board of directors is taken at the next general meeting or within a period of 3 months from the date

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Corporate Overview Statutory Reports Financial Statements

of appointment whichever is earlier, .have to be read harmoniously with provisions of Section 152(2) and 161(1) of the Companies Act, 2013 which will make it clear that a person above the age of 75 years can be appointed as a non-executive director by the board of directors. The Company has made representation to both NSE and BSE for waiver of penalty levied by them.

Other Matter and Restriction on Use

1. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

2. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For M/s SCV & Co. LLP

Chartered Accountants ICAI Firm Registration: 000235N/N500089

Sd/- (Sunny Singh) Partner Membership No. 516834 ICAI UDIN: 25516834BMMNCZ2122

Place: Noida Date: 19[th] May, 2025

(xviii) General Body Meetings

The last three Annual General Meetings were held as per detail below:

Date of AGM	Relevant Financial Year Venue/Location where held Time of Meeting Whether any special resolution waspassed
1stSeptember,	2021-2022 Video conferencing (VC) and/or other audio- 11:30 A.M. Yes
2022	visual means (OAVM), without physical
	presence of members. The venue of the AGM
	was deemed to be the Registered Ofce of the
	Company at Mandideep (Near Bhopal), Distt.
	Raisen – 462 046, Madhya Pradesh.
31stAugust,	2022-2023 Video conferencing (VC) and/or other audio- 11:30 A.M. Yes
2023	visual means (OAVM), without physical
	presence of members. The venue of the AGM
	was deemed to be the Registered Ofce of the
	Company at Mandideep (Near Bhopal), Distt.
	Raisen – 462 046, Madhya Pradesh.
7thAugust,	2023-2024 Video conferencing (VC) and/or other audio- 2:30 P.M. Yes
2024	visual means (OAVM), without physical
	presence of members. The venue of the AGM
	was deemed to be the Registered Ofce of the
	Company at Mandideep (Near Bhopal), Distt.
	Raisen – 462 046, Madhya Pradesh.

No Extra-ordinary General Meeting took place during the financial year 2024-25.

(xix) Postal Ballot

During the financial year 2024-2025, the Company has issued 2 (Two) Postal Ballot, details of which are given herein under:

• I. Postal Ballot notice dated August 13, 2024

(i) The Company has issued Postal Ballot Notice dated August 13, 2024, in compliance with Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), notifications, circulars issued thereunder or re-enactment thereof, for the time being in force) (“Rules”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (hereinafter collectively referred to as the “MCA Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and all other applicable Laws and Regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time, to transact the below mentioned special businesses by the Members of HEG Limited (“the Company”) through Postal Ballot by remote e-voting process (e-voting) only:

• a) Appointment of Dr. Nand Gopal Khaitan (DIN: 00020588) as an Independent Director of the Company.

• b)

• c)

• Appointment of Shri Sandip Somany (DIN: 00053597) as an Independent Director of the Company.

• Appointment of Shri Priya Shankar Dasgupta (DIN: 00012552) as an Independent Director of the Company.

• d) Approval for splitting/sub-division of the Company’s equity shares of H 10/- each into 5 (Five) equity shares of face value H 2/- each.

• e) Approval to amend the Capital Clause in the Memorandum of Association of the Company.

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• (ii) The voting rights of members was in proportion to their shares of the paid-up equity share capital of the Company as on Friday, August 16, 2024 (the Cut-off Date).

• (iii) Facility for voting through Postal Ballot and electronic means was available during the following period:

• commencement of voting from Thursday, August 22, 2024, at 9:00 A.M. (IST); and

• ended on Friday, September 20, 2024, at 5:00 P.M. (IST).

• (iv) The Company had appointed Shri Saket Sharma, a Practicing Company Secretary (Certificate of Practice No. 2565, Membership No. FCS 4229), Partner, M/s. GSK & Associates as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

• (v) The Results of the Postal Ballot was declared on September 23, 2024 and resolutions were passed by requisite majority, deemed to be passed on the September 20, 2024 i.e. last date specified by the Company for remote e-voting, i.e. Friday, September 20, 2024.

• (vi) Consolidated summary of results of Postal Ballot is as under:

Item No. 1: Appointment of Dr. Nand Gopal Khaitan (DIN: 00020588) as an Independent Director of the Company.

Type of Resolution: Special Resolution

==> picture [396 x 50] intentionally omitted <==

----- Start of picture text -----

No. of Voted in favour Voted against Percentage of total
Method of voting
shares held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 38595506 26453811 841848 96.9158
Total 38595506 26453811 841848 96.9158
----- End of picture text -----

Item No. 2: Appointment of Shri Sandip Somany (DIN: 00053597) as an Independent Director of the Company.

Type of Resolution: Special Resolution

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----- Start of picture text -----

No. of Voted in favour Voted against Percentage of total
Method of voting
shares held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 38595506 26943221 352409 98.7089
Total 38595506 26943221 352409 98.7089
----- End of picture text -----

Item No. 3: Appointment of Shri Priya Shankar Dasgupta (DIN: 00012552) as an Independent Director of the Company.

Type of Resolution: Special Resolution

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----- Start of picture text -----

No. of Voted in favour Voted against Percentage of total
Method of voting
shares held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 38595506 26972950 322610 98.8181
Total 38595506 26972950 322610 98.8181
----- End of picture text -----

Item No. 4: Approval for splitting/sub-division of the Company’s equity shares of H 10/- each into 5 (Five) equity shares of face value H 2/- each.

Type of Resolution: Ordinary Resolution

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----- Start of picture text -----

No. of Voted in favour Voted against Percentage of total
Method of voting
shares held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 38595506 27297038 737 99.9973
Total 38595506 27297038 737 99.9973
----- End of picture text -----

Item No. 5: Approval to amend the Capital Clause in the Memorandum of Association of the Company. Type of Resolution: Ordinary Resolution

==> picture [396 x 50] intentionally omitted <==

----- Start of picture text -----

Method No. of Voted in favour Voted against Percentage of total
of voting shares held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 38595506 27296534 1033 99.9962
Total 38595506 27296534 1033 99.9962
----- End of picture text -----

II. Postal Ballot notice dated November 13, 2024

• (i) The Company has issued Postal Ballot Notice dated November 13, 2024, in compliance with Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), notifications, circulars issued thereunder or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (hereinafter collectively referred to as the “MCA Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and all other applicable Laws and Regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time, to transact the below mentioned special businesses by the Members of HEG Limited (“the Company”) through Postal Ballot by remote e-voting process (e-voting) only:

• a) To approve the appointment of Dr. Kamal Gupta (DIN: 00038490) as Non-Executive Non Independent Director of the Company, liable to retire by rotation.

• b) To approve the Re-appointment and fixation of remuneration of Shri Manish Gulati (DIN: 08697512) as Whole Time Director designated as Executive Director of the Company, liable to retire by rotation.

• (ii) The voting rights of members was in proportion to their shares of the paid-up equity share capital of the Company as on Friday, November 22, 2024 (the Cut-off Date).

• (iii) Facility for voting through Postal Ballot and electronic means was available during the following period:

• commencement of voting from Thursday, November 28, 2024 at 09:00 A.M. (IST)

• ended on Friday, December 27, 2024, at 5:00 P.M. (IST).

• (iv) The Company had appointed Shri Saket Sharma, a Practicing Company Secretary (Certificate of Practice No. 2565, Membership No. FCS 4229), Partner, M/s. GSK & Associates as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

• (v) The Results of the Postal Ballot was declared on December 30, 2024 and resolutions were passed by requisite majority, deemed to be passed on the December 27, 2024 i.e. last date specified by the Company for remote e-voting, i.e. Friday, December 27, 2024.

• (vi) Consolidated summary of results of Postal Ballot is as under:

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Corporate Overview

Statutory Reports

Item No. 1: Appointment of Dr. Kamal Gupta (DIN: 00038490) as Non-Executive Non- Independent Director of the Company, liable to retire by rotation.

Type of Resolution: Special Resolution

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----- Start of picture text -----

No. of shares Voted in favour Voted against Percentage of total
Method of voting
held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 192977530 137291957 1044606 99.2449
Total 192977530 137291957 1044606 99.2449
----- End of picture text -----

Item No. 2: Re-appointment and fixation of remuneration of Shri Manish Gulati (DIN: 08697512) as Whole Time Director designated as Executive Director of the Company, liable to retire by rotation. Type of Resolution: Special Resolution

==> picture [396 x 50] intentionally omitted <==

----- Start of picture text -----

No. of shares Voted in favour Voted against Percentage of total
Method of voting
held of resolution the resolution favourable votes cast (valid)
Remote E-Voting 192977530 138183928 152670 99.8896
Total 192977530 138183928 152670 99.8896
----- End of picture text -----

Further, no Resolution has been proposed to be conducted through postal ballot.

(XX) Means of Communication

The Company publishes its quarterly results in leading national newspapers such as Business Standard in English language (all editions) and Nav Bharat in Hindi (Bhopal edition).

These results are displayed on the website of the Company along with other news releases and presentations, if any, made to institutional investors or to analysts among others. All other vital information is also placed on the website of the Company. The results are not sent individually to shareholders.

All price sensitive information and matters that are material to shareholders are disclosed to the respective Stock Exchanges where the securities of the Company are listed. The Quarterly Results, Shareholding Pattern and all other corporate communication to the Stock Exchanges are filed through NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre, for dissemination on their respective websites however integrated filings have also been made wherever applicable. The stock exchange filings are also made available on the investors section of the website of the Company at www.hegltd.com. As advised by the stock exchanges to all listed companies, your Company had Disseminate all disclosures, specified under Regulation 46, under a separate section on the website of the Company for easy reference of Shareholders/Investors.

(XXI) Disclosures Regarding Appointment/Re-Appointment /Continuation of Directors in the ensuing Annual General Meeting

Re-appointment/Appointment of the following Directors are placed for Shareholders approval in the ensuing Annual General Meeting of the Company.

• Shri Riju Jhunjhunwala (DIN: 00061060), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment

• Shri Shekhar Agarwal (DIN: 00066113), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• Smt. Vinita Singhania (Presently Aged: 73 Years 2 Months) (DIN: 00042983), Director of the Company will attain the age of 75 years in FY 2026-2027, therefore upon the recommendation of Nomination & Remuneration Committee, the Board has recommended continuation of Smt. Vinita Singhania (DIN: 00042983) as Non-Executive Non-Independent Director subject to approval of shareholder by passing special resolution pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

All the above appointment/re-appointments /Continuation have been recommended by Nomination and Remuneration Committee.

The Board hereby recommends all the above appointment/re-appointment for approval of shareholders in the ensuing Annual General Meeting.

The requisite disclosures in respect of the above is attached as an Annexure at page no. 98 of this report.

(XXII) Shareholders’ Information

Shareholders’ Information
a) Annual General Meeting (AGM): Date, Time & Venue	Wednesday, 20thAugust, 2025 at 12:30 pm (IST) through Video Conferencing / Other Audio Visual Means facility (Deemed Venue for Meeting: Registered Ofce at Mandideep (Near Bhopal), Distt. Raisen – 462046, Madhya Pradesh).
b) Financial Year	Financial Year: 1stApril, 2024 – 31stMarch, 2025.
c) (i) Date of Book Closure	Thursday, 14thAugust, 2025 to Wednesday, 20thAugust, 2025 (both days inclusive)
(ii) Record Date for Dividend:	Wednesday, 13thAugust, 2025
d) Dividend payment date:	The Final Dividend, if declared will be paid within 30 days from the date of AGM. The same is subject to TDS. You may visitwww.hegltd.com for details.
e) Listing of Shares on Stock Exchanges	1. BSE Limited BSE- Corporate Ofce Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Phones: (022) 22721233/4, (022) 66545695 (Hunting) Fax: (022) 22721919
	2. National Stock Exchange of India Limited NSE – Corporate Ofce Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Phones: (022) 26598100 – 8114 Fax No: (022) 26598120
f) Payment of ListingFees	Annual Listingfees as applicable have been duly paid.
g) Stock Code / ISIN	Equity Shares : BSE: 509631 NSE : HEG ISIN : INE545A01024
h) Whether S&P BSE 500 Index	Yes

i) (a) Market Price Data: Monthly High-Low values (in D ) at NSE & BSE and comparison with BSE Sensex and Nifty:

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NSE BSE BSE SENSEX NIFTY
Month
High Low High Low High Low High Low
April, 2024 2,556.10 1,839.35 2,557.25 1,840.00 75,124.28 71,816.46 22,783.35 21,777.65
May, 2024 2,743.00 2,185.00 2,744.60 2,186.20 76,009.68 71,866.01 23,110.80 21,821.05
June, 2024 2,408.00 1,927.45 2,408.00 1,927.25 79,671.58 70,234.43 24,174.00 21,281.45
July, 2024 2,313.75 1,980.20 2,315.45 1,985.80 81,908.43 78,971.79 24,999.75 23,992.70
August, 2024 2,263.30 1,979.05 2,263.65 1,980.00 82,637.03 78,295.86 25,268.35 23,893.70
September, 2024 2,543.00 1,955.00 2,544.05 1,955.00 85,978.25 80,895.05 26,277.35 24,753.15
October, 2024 2,616.80 407.05 2,615.00 409.40 84,648.40 79,137.98 25,907.60 24,073.90
November, 2024 462.00 395.15 462.45 396.00 80,569.73 76,802.73 24,537.60 23,263.15
December, 2024 619.50 436.35 619.25 436.85 82,317.74 77,560.79 24,857.75 23,460.45
January, 2025 549.00 390.85 549.00 391.00 80,072.99 75,267.59 24,226.70 22,786.90
February, 2025 399.70 331.25 399.15 332.20 78,735.41 73,141.27 23,807.30 22,104.85
March, 2025 516.00 338.30 516.20 339.00 78,741.69 72,633.54 23,869.60 21,964.60
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*Rates has been adjusted from October onwards due to sub-division of Shares of FV of H 10/- to H 2/- each

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

(b) Comparative chart of Company’s share price movement vis-a-vis the movement of BSE Sensex during FY 2024-2025:

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BSE HEG
700.00
86,000
600.00
82,000
500.00
78,000
74,000 400.00
70,000 300.00
Comparative chart of Company’s share price movement vís-à-vís the movement of Nifty during
FY2024-2025:
NIFTY HEG
29,000 700
27,000 600
25,000 500
23,000 400
21,000 300
April, 2024May, 2024June, 2024July, 2024August, 2024September, 2024October, 2024November, 2024December, 2024January, 2025February, 2025March, 2025
April, 2024May, 2024June, 2024July, 2024August, 2024September, 2024October, 2024November, 2024December, 2024January, 2025February, 2025March, 2025
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(c) Comparative chart of Company’s share price movement vís-à-vís the movement of Nifty during FY2024-2025:

j) Registrar and Transfer Agent (RTA)

MCS Share Transfer Agent Limited 179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020 Phone: 011-41406149 – 51, Fax: 011-41709881 E-mail Id: helpdeskdelhi@mcsregistrars.com

k) Share Transfer System

SEBI had mandated that, effective from 1[st] April, 2019, securities of listed companies can only be transferred in dematerialized form except where the claim is lodged for transmission or transposition of shares. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Further pursuant to SEBI Circular dated January 25, 2022 on “Issuance of Securities in dematerialized form in case of Investor Service Requests” the Company/RTA has started issuing ‘Letter(s) of Confirmation’ in lieu of physical share certificate(s) to the concerned shareholder(s)/ claimant(s). The ‘Letter of Confirmation’ would valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant would have to make a request to the Depository Participant for dematerializing the said securities. In case the securities holder/ claimant would fail to submit the demat request within 120 days, Company’s RTA / Company would have to credit the securities to the Suspense Escrow Demat Account of the Company in accordance with the SEBI Circulars issued from time to time.

l) Distribution of shareholding as on 31[st] March, 2025:

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No. of No. of % of No. of % of
Equity Shares held shareholders shareholders shares held shareholding
1-500 1,41,362 92.36 1,21,22,036 6.28
501-1,000 6,451 4.21 51,12,879 2.65
1,001-2,000 2,956 1.93 42,95,557 2.23
2,001-3,000 894 0.58 22,41,715 1.16
3,001-4,000 343 0.22 12,12,043 0.63
4,001-5,000 270 0.18 12,76,778 0.66
5,001-10,000 411 0.27 29,80,646 1.54
10,001 & above 376 0.25 16,37,35,876 84.85
Total 1,53,063 100.00 19,29,77,530 100.00
Category of Shareholders as on 31 [[st]] March, 2025:
Category No. of shares held % of holding
Promoters and Promoter Group 10,76,39,870 55.78
Mutual Funds 1,71,92,786 8.91
Alternate Investment Funds 16,80,190 0.87
Financial Institutions / Banks / Central Govt. / NBFCs Registered with RBI 41,225 0.02
Insurance Companies 35,74,683 1.85
Foreign Portfolio Investors Category I 1,32,64,970 6.87
Foreign Portfolio Investors Category II 6,02,263 0.31
Bodies Corporate 57,15,212 2.96
Directors and their relatives 2,365 0.01
(excluding independent directors and nominee directors)
Key Managerial Personnel 5 0.00
Individuals 3,34,40,810 17.33
Others:
I) Trusts 1,867 0.01
II) IEPF 12,38,244 0.64
III) NRI Individuals 12,61,088 0.65
IV) Overseas Corporate Body 58,48,095 3.03
V) HUFs 13,57,707 0.70
VI) Clearing Members 1,16,150 0.06
Total 19,29,77,530 100.00
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m) Category of Shareholders as on 31[[st]] March, 2025:

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Dematerialization of shares and liquidity.

19,15,35,320 equity shares were dematerialized till 31[st] March, 2025, which was 99.25 % of the total paid-up Equity Share Capital of the Company on that date. Your Company/RTA while communicating with the physical shareholders have also encouraged them to dematerialize their physical holding in the Company. During the year, requests for dematerialization of shares are processed and confirmation thereof is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) within the statutory time limit from the date of receipt of share certificates and related documents. Trading in equity shares of the Company is permitted only in dematerialized form.

Your attention is drawn to recent SEBI Circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on the Issuance of Securities in dematerialized form in case of Investor Service Requests, wherein it has been decided by the SEBI vide Gazette Notification no. SEBI/LAD-NRO/ GN/2022/66 dated January 24, 2022 that listed companies shall henceforth issue the securities in dematerialized form only while processing the service request relating to issuance of duplicate shares, transmission, endorsement etc. For more details, please refer to Investor Service Request head under Investors Section of website of the Company i.e. www.hegltd.com.

n) Commodity price risk or Please refer point no. 16(e) above and the head Risks and its mitigation, foreign exchange risk and which forms part of Management Discussion and Analysis. hedging activities

o) Outstanding GDRs/ADRs/ There are no such instruments outstanding as on 31[st] March, 2025. warrants or any Convertible instruments, conversion date and likely impact on equity. p) Plant Locations a) Mandideep (Near Bhopal), Distt. Raisen- 462046, Madhya Pradesh. b) Village Ranipur, Tawa Nagar, Distt. Hoshangabad – 461001 Madhya Pradesh. q) Address for correspondence HEG Limited, Secretarial Department Bhilwara Towers, A-12, Sector –1, Noida - 201301 Phone: 0120-4390300, 4390000 Fax: 0120- 4277841 E-mail: heg.investor@lnjbhilwara.com

r) Transfer of Shares to the Investor Education and Protection Fund (IEPF)

Attention to the members is drawn to the provisions of Section 124(6) of the Companies Act, 2013 (‘the Act’), read with relevant Rules, the Company is required to transfer the shares for which dividend has not been paid or claimed for 7 consecutive years or more to Investor Education and Protection Fund (IEPF).

The Company had sent individual communication to Members whose shares were liable to be transferred under the Rules at their registered address informing them of the above and for taking appropriate action. Accordingly, the Company has transferred the equity shares in respect of which interim dividend 2017-18 has not been claimed for a period of seven consecutive years or more to the IEPF.

The details of unclaimed dividend amounts related to earlier years are available on website at www.hegltd.com and website of IEPF Authority at www. iepf.gov.in. No claim shall lie against the Company in respect of unclaimed dividend amounts and the corresponding shares transferred to IEPF, pursuant to relevant Rules. Members should note that both the unclaimed dividend and the shares transferred to IEPF can be claimed back by them from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website of Ministry of Corporate Affairs (www.mca.gov.in) and after that by sending a duly signed physical copy of the said submitted form and acknowledgement along with requisite documents enumerated in the Form No. IEPF-5 duly completed in all respect, to Nodal Officer of the Company.

Detail of Nodal Officer

The details of Nodal Officer of the Company is available at the website of the Company i.e www.hegltd.com and a weblink thereto is as under:

https://hegltd.com/management-team/

The details of unclaimed dividend and shares transferred to IEPF/IEPFA during the financial year 2024-25 are given hereunder:

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Amount of unclaimed
Financial Year Number of shares transferred
dividend transferred ( D in Lakhs)
2024-25 80.21 1,88,359
Tentative schedule for transfer to IEPF is as under:
Date of Declaration of Dividend Financial Year Tentative Schedule for transfer to IEPF
23-07-2018 2017-18 (Final) 23-08-2025
31-10-2018 2018-19 (Interim) 05-12-2025
20-08-2019 2018-19 (Final) 24-09-2026
11-02-2020 2019-20 (Interim) 18-03-2027
27-07-2021 2020-21 (Final) 02-09-2028
01-09-2022 2021-22 (Final) 06-10-2029
31-08-2023 2022-23 (Final) 05-10-2030
07-08-2024 2023-24 (Final) 11-09-2031
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s) Investor Service Requests -Furnishing of PAN, KYC details & Nomination

Your kind attention is drawn to various SEBI Circulars including latest Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 7, 2024, clarified the norms for processing investor’s service request by RTA and for furnishing PAN, KYC details & nomination by holders of physical securities, with a view to create awareness and to enhance the ease of doing business.

The Company had issued reminder letter on September 3, 2024 to all physical shareholders for Mandatory Furnishing of PAN, KYC and Nomination details etc.

Therefore, Shareholders who have yet not updated the above said information / KYC details are requested to download the necessary Forms from the website of the Company i.e. www.hegltd.com under head Investors > Investor Service Request > Updation of PAN, KYC, Nomination and Bank Account Details etc. and submit the same duly completed in all respect to our RTA at their address.

t) Credit Rating

HEG Limited’s Long-Term Issuer Rating is IND AA-/Rating Watch with Developing Implications issued by India Ratings and Research (Ind-Ra) vide its letter dated 31[st] May, 2024. All credit ratings obtained by the Company are disclosed on the website of the Company i.e. www.hegltd.com. No credit rating has been obtained for any fixed deposit programme during the financial year 2024-25.

u) Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount

During the Financial Year 2024-25, the Company has not given any Loans and advances in the nature of loans to firms/ companies in which directors are interested.

For and on behalf of the Board of Directors

Ravi Jhunjhunwala Chairman, Managing Director & CEO DIN: 00060972

Place: Noida (U.P.) Date: 19[th] May, 2025

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Annexure

Details of Directors eligible for appointment/re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2.

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Name of Director Shri Riju jhunjhunwala Shri Shekhar Agarwal
DIN 00061060 00066113
Category of Promoter Non-Executive Promoter Non-Executive
Directorship
Date of Birth 13.01.1979 09.10.1952
Age 46 Years 72 Years
Date of First 30.04.2009 15.07.1996
Appointment
on the Board
Qualification Graduate in Business Management B. Tech (Mech), IIT Kanpur, Master of Science
Studies from University of Bradford, UK Degree in Industrial & Systems Engineering from
Illinois Institute of Technology, Chicago, USA
Experience Shri Riju Jhunjhunwala, is the Vice Shri Shekhar Agarwal, with more than 4 Decades
Chairman of HEG Limited, he is an experience in the textiles industry, is the Chairman
Industrialist with diversified business and Managing Director of Maral Overseas Ltd.
experience in Textile, Power, IT, Skill and Bhilwara Technical Textiles Ltd. He is also the
Development and Graphite Electrodes. Chairman of BMD Pvt. Ltd.
He is the Chairman, Managing Director Shri Shekhar Agarwal obtained his B.Tech.
of RSWM Limited and Managing Director (Mechanical Engineering) from IIT, Kanpur in 1975
of Bhilwara Energy Ltd. and went on to get his Master of Science Degree
He is also active in industry and social in Industrial & Systems Engineering in 1976 from
associations. Illinois Institute of Technology, Chicago, USA. He
He has been the past president of the worked as a Senior Industrial & System Engineer
Entrepreneurs Organization (Delhi with Rego Co., Chicago from December 1976 to
Chapter) among some others. May 1980, having trained & practiced most, the
He is an avid reader of history and Maynard Operations Sequencing Technique for
biographies and has a keen interest in manufacturing high quality valves & regulators for
general affairs and politics. the LPG & Compressed gas industries.
He is a former Chairman of the Confederation of
Indian Textile Industry (CITI) (formerly ICMF), the
apex body for the total textile industry in India and
former President of Northern India Textile Mills
Association (NITMA).
No. of other Bhilwara Energy Limited RSWM Limited
Directorships in Public RSWM Limited Maral Overseas Limited
Limited Companies Bhilwara Infotechnology Limited BSL Limited
Bhilwara Technical Textiles Limited Bhilwara Technical Textiles Limited
NJC Hydro Power Limited
Chango Yangthang Hydro Power Limited
TACC Limited
Chairman/Member of
the Committees of the
Board of Directors of
the Company. [#]
Audit Committee Nil Member
Stakeholders Chairman Nil
Relationship
Committee
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Name of Director Shri Riju jhunjhunwala Shri Shekhar Agarwal
Chairman/Member of
the Committees of the
Board of Directors of
the other Companies. [#]
Audit Committee Nil BSL Limited –Member
Stakeholders Bhilwara Technical Textiles Limited- RSWM Limited- Member
Relationship Committee Member Maral Overseas Limited- Member
Listed Entities from Nil Nil
which the Director has
resigned in the past
three years
No of Equity Shares 6,780 Nil
held in the Company as
on 31 [st] March, 2025.
Number of Board 6/7 7/7
Meetings attended/
held during the year
Terms and conditions Non-Executive Director, Non-Executive Director,
of appointment/ re- liable to retire by rotation. liable to retire by rotation.
appointment
Remuneration sought See Note given below See Note given below
to be paid and the
remuneration last
Drawn
Relationship with other Shri Riju Jhunjhunwala is No relationship with other Director,
Directors, Manager relative of Shri Ravi Jhunjhunwala. Manager and Key Managerial Personnel.
and Key Managerial
Personnel
Justification for Not Applicable Not Applicable
choosing the
Independent Director
Skills and capabilities Refer point no. 2 (iii) of Refer point no. 2 (iii) of
required for the role Corporate Governance Report Corporate Governance report
and the manner in
which the proposed
person meets such
requirements
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Audit Committee and Stakeholders Relationship Committee have been considered.

Note1: The Non-Executive Directors (including Independent Directors) are paid sitting fee for attending meetings of Board of Directors, Independent Directors and various Committee of Directors etc. in accordance with Nomination and Remuneration Policy of the Company.

• Note 2: Smt. Vinita Singhania (Presently Aged: 73 Years 2 Months) (DIN: 00042983), Non-Executive Non-Independent Director of the Company will attain the age of 75 years in FY 2026-2027, therefore prior approval of Shareholder is being taken in the ensuing Annual General Meeting of the Company pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Business Responsibility & Sustainability Report

III. Operations

1. Number of locations where plants and/or operations/offices of the entity are situated:

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|||||
|---|---|---|---|
|Location|Number of plants|Number of offices|Total|
|National|2|1|3|
|International|0|0|0|

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1. Markets served by the entity:

2. a. Number of locations

SECTION A: GENERAL DISCLOSURES

1. Details of the listed entity

1. Corporate Identity Number (CIN) of the Listed Entity: L23109MP1972PLC008290

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|||
|---|---|
|Locations|Number|
|National (No. of States)|25|
|International (No. of Countries)|42|

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1. Name of the Listed Entity: HEG Limited (‘HEG’ or ‘the Company’)

2. b. What is the contribution of exports as a percentage of the total turnover of the entity?

3. Year of incorporation: 1972

4. The overall contribution of the exports to the total turnover is 66.53%.

5. Registered office address: Mandideep, Near Bhopal Dist. Raisen MP- 462046

6. Corporate address: Bhilwara Towers, A-12, Sector-1, Noida - 201301

7. E-mail: heg.brsr@lnjbhilwara.com

8. Telephone: +91-120-4390300 (EPABX)

9. Website: www.hegltd.com

10. Financial year for which reporting is being done: 2024-25

11. Name of the Stock Exchange(s) where shares are listed: 1. BSE Limited 2. National Stock Exchange of India Limited.

12. Paid-up Capital: C 3,859.59 Lakhs

13. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report: Mr. Manish Gulati, Chief Sustainability Officer & Executive Director Tel: 07480-405500, 233524 to 233527, E Mail: Manish.gulati@lnjbhilwara.com

14. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together): The disclosures under this report are made on Standalone Basis.

15. Name of assessment or assurance provider: HEG Limited does not fall within the top 250 listed companies based on average market capitalisation and, therefore, is not mandatorily required to undertake external assessment or assurance for the BRSR as per regulatory guidelines. Accordingly, this requirement is currently not applicable.

16. Type of assessment or assurance obtained: Not Applicable.

II. Products/services

1. Details of business activities (accounting for 90% of the turnover):

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S. % of Turnover
No. [Description of Main Activity] Description of Business Activity of the entity
1 Manufacturing of Graphite Electrodes Manufacturing of Graphite Electrodes 90.45%
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S.
No. [Product/Service] NIC Code % of total Turnover contributed
1 Manufacturing of Graphite Electrode 23994 90.45%
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1. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

A brief on types of customers.

• c.

HEG Limited serves a diverse and global customer base across multiple industrial sectors. Its comprehensive product portfolio supports a wide range of industries, including iron and steel, metallurgy, refractories, aluminium, chemical, electrochemical, power, cement, and glass.

The Company’s core clientele primarily comprises leading steel manufacturers operating Electric Arc Furnaces (EAF) in their production processes. Notable clients include Jindal Steel & Power Limited (JSPL), Steel Authority of India Limited (SAIL), ArcelorMittal, Qatar Steel, Emirates Steel, Tata Steel, CESLA Group, Jindal Stainless Limited, and Acerinox Europia.

In addition to the steel sector, HEG supplies specialized, high-quality graphite products to a variety of other industries, offering tailored solutions to meet diverse technical and operational requirements.

IV. Employees

20. Details as at the end of Financial Year:

• a. Employees and workers (including differently abled):

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S. Total Male Female
No. [Particulars] (A) No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 348 327 94% 21 6%
2. Other than Permanent (E) 50 49 98% 1 2%
3. Total employees (D + E) 398 376 94% 22 6%
WORKERS
4. Permanent (F) 766 766 100% 0 0%
5. Other than Permanent (G) 28 28 100% 0 0%
6. Total workers (F + G) 794 794 100% 0 0%
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*During the reporting year, the Company has revised its internal classification criteria to better align with functional roles and industry practices. Accordingly, technical staff who were previously reported under the category of “Permanent Employees” have now been reclassified under “Permanent Workers”.

**Excludes job-based workers, which are the workers that do not work on fixed number of days, instead they work to finish the specified given task, hired through contractors.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

b. Differently abled Employees and workers:

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S. Total Male Female
Particulars
No (A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 0 0 0% 0 0%
2. Other than 0 0 0% 0 0%
Permanent (E)
3. Total differently abled 0 0 0% 0 0%
employees (D + E)
DIFFERENTLY ABLED WORKERS
4. Permanent (F) 0 0 0% 0 0%
5. Other than 0 0 0% 0 0%
permanent (G)
6. Total differently abled workers 0 0 0% 0 0%
(F + G)
21. Participation/Inclusion/Representation of women
No. and percentage of
Total (A) Females
No. (B) % (B / A)
Board of Directors 12 2 17%
Key Management Personnel 4 0 0%
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1. Participation/Inclusion/Representation of women

2. *Includes 2 Executive Directors which are also included in the Board of Directors.

3. Turnover rate for permanent employees and workers

(Disclose trends for the past 3 years)

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FY 2024-25 FY 2023-24 FY 2022-23
(Turnover rate (Turnover rate in (Turnover rate in the year
in current FY) previous FY) prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent 8% 15% 8% 13% 12% 13% 9% 32% 10%
Employees
Permanent 7% 0% 7% 3% 0% 3% 1% 0% 1%
Workers
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VI. CSR Details

1. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes (ii) Turnover (in I ): 2,15,270.91 lakhs

2. (iii) Net worth (in I ): 4,15,952.66 lakhs

VII. Transparency and Disclosures Compliances

1. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

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Grievance
Redressal
FY 2024-25 FY 2023-24
Mechanism
Current Financial Year Previous Financial Year
Stakeholder in Place (Yes/
group from No)
whom Number of
(If Yes, then Number of Number of Number of
complaint is complaints
received provide web- complaints pending complaints complaints
link for griev- filed resolution at Remarks filed pending reso- Remarks
ance redress during the during the lution at close
close of the
policy) year year of the year
year
Communities Yes Nil Not - Nil Not Applicable -
Applicable
Investors Yes Nil Not - Nil Not Applicable -
(other than Applicable
shareholders)
Shareholders Yes 48 2 Action Taken 40 0 -
Reports (ATRs) for
the two pending
complaints were
filed within
the prescribed
timelines on the
SCORES Portal.
The complaints
were subsequent-
ly marked as
resolved on the
SCORES Portal on
11 April 2025
Employees and Yes Nil Not - Nil Not Applicable -
Workers Applicable
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V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. (a) Names of holding / subsidiary / associate companies / joint ventures

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% of Does the entity indicated
Indicate whether
Name of the holding/ shares at column A, participate in
S. holding/ Subsidiary/
subsidiary/ associate held by the Business Responsibility
No. Associate/Joint
companies/ joint ventures (A) listed initiatives of the listed entity?
Venture
entity (Yes/No)
1. TACC Limited Wholly Owned 100% No
Subsidiary
2. Bhilwara Info technology Wholly Owned 100% No
Limited Subsidiary
3. HEG Graphite Limited Wholly Owned 100% No
Subsidiary
4. Bhilwara Energy Limited Associate 49.01% No
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Corporate Overview Statutory Reports Financial Statements

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----- Start of picture text -----

Grievance
Redressal
FY 2024-25 FY 2023-24
Mechanism
Current Financial Year Previous Financial Year
Stakeholder in Place (Yes/
group from No)
whom Number of
(If Yes, then Number of Number of Number of
complaint is complaints
received provide web- complaints pending complaints complaints
link for griev- filed resolution at Remarks filed pending reso- Remarks
ance redress during the during the lution at close
close of the
policy) year year of the year
year
Customers Yes 50 45 1. Closure is in 19 0 [#] -
progress for 11
cases.
2. Improved
material has
been supplied
and is cur-
rently under
evaluation at
the customer’s
end; feedback
is awaited.
3. Further
dispatches
are planned
in certain
cases based
on ongoing
assessments
and customer
coordination.
4. In a few cases,
there has been
limited or no
response from
the customer
despite fol-
low-up efforts.
Value chain Yes Nil Not - Nil Not Applicable -
partners Applicable
- - - - - - -
Others (please
specify)
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*The Company has a well-defined Business Ethics Policy, Anti-Bribery and Anti-Corruption Policy for all of its employees and stakeholders to report suspected violations of the Company’s Code of Conduct, Supplier’s Code of Conduct, or any other applicable Laws. In addition to this, the Company also has a separate department namely, “Secretarial Department” to take care of the shareholders’ grievances and resolve them appropriately on timely basis.

There is a specific email ID (heg.investor@lnjbhilwara.com) for addressing queries by any Investors and Shareholders. The Secretarial Department is responsible to monitor and resolve the queries and concerns raised through this email ID, taking inputs and resolutions from the relevant departments within the Company.

The Company also has detailed HR Policies, covering different aspects related to grievance redressal including but not limited to Policy on Prevention of Sexual Harassment (POSH), Whistle Blower Policy to safeguard the interest of the employees and workers (including females)

26. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format

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Financial
implications
Indicate
of the risk or
Material whether
S. Rationale for identifying the In case of risk, approach to opportunity
issue risk or
No. risk/ opportunity adapt or mitigate (Indicate
identified opportunity
positive or
(R/O)
negative
implications)
1. Climate Risk Climate change presents both The Company has undertaken Negative
Change physical and transitional risks, a range of targeted initiatives
and including extreme weather as part of its broader
Emission events, rising sea levels, and decarbonization strategy to
Manage- temperature changes, which mitigate climate-related risks
ment can disrupt operations, damage and reduce Greenhouse Gas
assets, and increase insurance (GHG) emissions. Key measures
and repair costs. include the ongoing evaluation of
hydrogen blending with natural
gas to reduce carbon intensity
and enhance fuel efficiency. A 3
MW solar power plant has already
been commissioned, with an
additional 2.4 MW installation
underway to further reduce Scope
2 emissions.
The Company is also transitioning
its fleet from diesel to electric
vehicles, resulting in a 27%
reduction in diesel and a 9%
reduction in petrol consumption.
Concurrently, a structured shift
from furnace oil to natural gas
is in progress to reduce Scope 1
emissions and improve energy
efficiency.
Furthermore, the deployment
of in-plant trucks has enhanced
operational safety, minimized
internal emissions, and led to
significant cost savings.
2. Waste Man- Risk and Improper waste management Waste is disposed through Negative and
agement Opportunity can lead to environmental certified recyclers, and the Positive
damage, legal liabilities, and Company aims to achieve zero
reputational harm. However, waste to landfill by FY 2030
adopting circular economy underscoring its commitment to
principles (reduce, reuse, recycle) sustainable waste practices.
offers cost-efficiencies and
strengthens stakeholder trust.
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**The number of customer complaints disclosed for the previous year (FY 2023-24) has been revised and restated to include three additional complaints that were subsequently registered for FY 2023-24 only, based on confirmation received from the customer.

#All customer complaints that were disclosed as pending resolution as at the end of FY 2023-24 have been subsequently addressed and closed as of the reporting date.

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Financial Financial
implications implications
Indicate Indicate
of the risk or of the risk or
Material whether Material whether
S. Rationale for identifying the In case of risk, approach to opportunity S. Rationale for identifying the In case of risk, approach to opportunity
issue risk or issue risk or
No. risk/ opportunity adapt or mitigate (Indicate No. risk/ opportunity adapt or mitigate (Indicate
identified opportunity identified opportunity
positive or positive or
(R/O) (R/O)
negative negative
implications) implications)
3. Air Risk Uncontrolled release of air A dedicated Air Emissions Policy Negative 5. Biodiversity Opportunity Proactively preserving and NA Positive
Emissions pollutants can lead to severe is in place, including real-time enhancing biodiversity allows
environmental and health monitoring, air quality plans, and organizations to align with
consequences, including installation of advanced pollution global conservation goals and
smog formation, acid rain, and control systems like electrostatic demonstrate leadership in
climate change. These emissions precipitators, scrubbers, and environmental stewardship.
may result in regulatory non- baghouse filters. Initiatives that protect habitats
compliance, financial penalties, and species not only help meet
and increased scrutiny from compliance requirements but
stakeholders. Additionally, poor also improve relationships
air quality can harm employee with local communities and
health and community well- stakeholders. By actively
being, potentially leading to supporting biodiversity, the
reputational damage and loss of Company not only ensure
social trust. compliance with environmental
4. Water Man- Risk and Neglecting proper water Our water management strategy Negative and regulations but also strengthens
agement Opportunity management can result in is guided by our Water Resource Positive its social license to operate,
regulatory violations, increased Management Policy and gaining the trust and support of
communities and stakeholders
operational costs, and Wastewater Management Policy
environmental degradation. that ensures responsible use and who value conservation efforts.
Excessive water withdrawal conservation of water resources. 6. Energy Risk and Inefficient energy management We at HEG Limited’s through Negative and
or inadequate treatment of We have implemented key Manage- Opportunity can lead to excessive operational our energy management Positive
wastewater may harm aquatic measures such as efficient Effluent ment costs, high emissions, and missed framework thoroughly assess
ecosystems and affect the Treatment Plants (ETPs) for water opportunities for innovation. and curtail energy consumption
availability of water for nearby recycling and upgraded Sewage This can expose organizations throughout our operations. We
communities. These risks can Treatment Plant (STP) to handle to reputational risks, reduced prioritize the adoption of best
damage an organization’s increased demand from our investor confidence, and available technologies for energy
reputation, disrupt operations, expansion. These state-of-the-art potential financial penalties. efficiency and are developing a
and lead to legal and financial treatment systems enable us to Energy-efficient practices are long-term strategy focused on
repercussions. meticulously treat and repurpose vital in high-consumption renewable energy. Our framework
On the other hand, effective all wastewater for various non- industries such as graphite includes regular monitoring
water management enhances potable purposes, including manufacturing. By investing and reporting of energy
operational efficiency while gardening, thereby achieving in advanced technologies and consumption, continuous efforts
contributing to broader Zero Liquid Discharge status optimizing energy use especially to minimize energy use, and
environmental sustainability and reducing our freshwater during energy-intensive the implementation of leading
goals. By optimizing water dependency. stages like graphitization operational practices. We conduct
usage, investing in efficient organizations can significantly energy audits for ongoing
technologies, and ensuring reduce production costs and improvement and work with our
thorough treatment of minimize their carbon footprint. supply chain to reduce energy
wastewater, organizations Strategic energy management consumption. Additionally, we
can reduce costs, safeguard contributes to climate goals, promote energy conservation
natural ecosystems, and strengthens resilience against awareness and encourage
build credibility among energy price fluctuations, and research into innovative energy
environmentally conscious boosts competitiveness in the saving technologies.
stakeholders. Responsible water market. As part of this initiative, we are
stewardship supports regulatory replacing older motors with
compliance and demonstrates energy-efficient models, and all
a commitment to preserving newly procured motors meet high
water quality for communities energy-efficiency standards.
and biodiversity.
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----- Start of picture text -----

Financial Financial
implications implications
Indicate Indicate
of the risk or of the risk or
Material whether Material whether
S. Rationale for identifying the In case of risk, approach to opportunity S. Rationale for identifying the In case of risk, approach to opportunity
issue risk or issue risk or
No. risk/ opportunity adapt or mitigate (Indicate No. risk/ opportunity adapt or mitigate (Indicate
identified opportunity identified opportunity
positive or positive or
(R/O) (R/O)
negative negative
implications) implications)
7. Human Opportunity Investing in human capital NA Positive 10. Human Risk In order to gauge human rights The organization has established Negative
Capital development enables Rights risks, the organization identifies a Human Rights Policy, a thorough
Develop- organizations to cultivate and assesses any actual or process, and diligence procedures
ment a skilled, innovative, and potential adverse human rights to assess human rights concerns
agile workforce that drives impacts and considers it as a at all operational levels
operational excellence and foundational step for effective
long-term competitiveness. management of human right
In specialized industries like risks
graphite manufacturing, 11. Product Risk Product Stewardship involves The Company adopts a proactive Negative
upskilling employees and Steward- managing the environmental approach by embedding
fostering continuous learning
ship and social impacts of a product sustainability in product design
ensures adaptability to across its lifecycle from design, and development, ensuring
evolving technologies and manufacturing, and distribution compliance with relevant
market needs. Empowered to use and end-of-life disposal. environmental standards, and
employees contribute to
Failure to adequately address engaging in responsible sourcing.
process optimization, product product responsibility can An annual customer satisfaction
innovation, and enhanced
lead to reputational damage, survey is conducted to capture
productivity. non-compliance with feedback, identify areas for
8. Employee/ Risk Considering the nature of our We highly prioritize the safety and Negative environmental regulations, improvement, and maintain
Worker operations, health and safety well-being of our personnel as a customer dissatisfaction, and transparency. Continuous
Health & are considered as potential risk core responsibility. To uphold the increased costs from recalls improvement initiatives and
Safety for our business. highest standards of or waste. As customers and training programs are in place
One of our Company’s key workplace safety, we regulators increasingly demand to support responsible product
values is putting the health and rigorously comply with the environmentally responsible lifecycle management.
safety of our employees and legal requirements set forth products, gaps in stewardship
workers first. Ensuring a safe in the Factories Act, 1948. may pose a business risk.
work environment not only This commitment extends to 12. Innovation Opportunity Innovation is key to maintaining NA Positive
boosts employee and worker the maintenance of the ISO
a competitive edge in the
satisfaction but also helps 45001:2018 (Occupational Health
graphite industry, enabling
them reach their full potential. and Management System), an
companies to develop advanced
Ineffective safety management international standard that
products, optimize processes,
can lead to accidents, legal specifies requirements for an
and respond to sustainability
consequences, and employee Occupational Health and Safety
challenges. Embracing
dissatisfaction. (OHS) management system. This innovation leads to cost-
enables us to create a framework efficiencies, improved product
that consistently identifies, and
performance, and the ability
controls health and safety risks,
to meet evolving customer
reduces potential accidents, demands and regulatory
aids legislative compliance, and
requirements.
improves overall performance.
13. Economic Risk and Economic performance is HEG employs prudent financial Negative and
9. Corporate Opportunity Effective CSR initiatives NA Positive Perfor- Opportunity fundamental to business practices, risk management Positive
Social strengthen corporate mance sustainability and resilience. frameworks, cost controls, and
Responsi- reputation, foster stakeholder
Strong financial health enables transparent reporting to maintain
bility trust, and contribute to social investments in innovation, performance and investor trust.
and environmental well-
sustainability, employee
being. By supporting local
development, and stakeholder
communities, engaging in
engagement presenting a key
ethical practices, and addressing opportunity for long-term
social challenges, organizations value creation. Conversely,
demonstrate a commitment
poor economic performance
beyond profits. Strong CSR
can limit operational flexibility,
practices enhance brand loyalty, reduce investor confidence, and
attract socially conscious
hinder the Company’s ability to
investors, and support long-
respond to market dynamics,
term business resilience.
thus posing a risk.
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|||||||||
|---|---|---|---|---|---|---|---|
|Financial|
|implications|
|Indicate|
|of the risk or|
|Material|whether|
|S.|Rationale for identifying the|In case of risk, approach to|opportunity|
|issue|risk or|
|No.|risk/ opportunity|adapt or mitigate|(Indicate|
|identified|opportunity|
|positive or|
|(R/O)|
|negative|
|implications)|
|14.|Data|Risk|Applying strong data protection|The Company has adopted global|Negative|
|Privacy|measures|and|safeguards|data protection standards and|
|and Cyber|protects|organization’s|data,|frameworks to ensure compliance|
|Security|therefore avoiding considerable|and safeguard personal data.|
|problems, which may impact|
|organization’s|confidential|
|information|
|15.|Supply|Opportunity|Responsible|and|sustainable|NA|Positive|
|Chain Sus-|sourcing is a cornerstone of|
|tainability|our operations, aligned with|
|our commitment to global ESG|
|standards. A well-managed and|
|ethical supply chain enhances|
|operational resilience, reduces|
|reputational and compliance|
|risks,|and|meets|growing|
|stakeholder expectations. By|
|thoroughly assessing vendors’|
|sustainability|profiles|and|
|implementing|supplier|ESG|
|programs,|the|Company|
|reinforces its long-term value|
|creation strategy. Our approach|
|such as evaluating suppliers|
|based on ESG criteria, providing|
|ESG training to procurement|
|teams, and securing Board-|
|level|oversight|strengthens|
|relationships, builds stakeholder|
|trust, and creates a competitive|
|advantage|in|sustainability-|
|conscious markets.|

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SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

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|||||||||||
|---|---|---|---|---|---|---|---|---|---|
|P|P|P|P|P|P|P|P|P|
|Disclosure Questions|
|1|2|3|4|5|6|7|8|9|
|Policy and management processes|
|1. a. Whether your entity’s policy/policies|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|
|cover each principle and its core|
|elements of the NGRBCs. (Yes/No)|
|b. Has the policy been approved by the|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|
|Board? * (Yes/No)|

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• *Except for certain operational policies, which have been approved by the Executive Director of the Company, rest of the policies have been approved by the Board.

• c. Web Link of the Policies, if available #Link for Policies

Policy for Preservation of Documents

https://hegltd.com/wp-content/uploads/2020/07/Preservation-ofdocuments.pdf

Policy on Prevention, Prohibition and Redressal against Sexual Harassment of Women Employees https://hegltd.com/wp-content/uploads/2022/02/Sexual-HarrassmentPolicy_January-2020.pdf

Dividend Distribution Policy

https://hegltd.com/wp-content/uploads/2018/04/Dividend-DistributionPolicy.pdf

Nomination and Remuneration Policy

https://hegltd.com/wp-content/uploads/2022/05/HEG_NRCPolicy_09.02.2022.pdf

Archival Policy for Website for the Events/Information Disclosed to Stock Exchanges

https://hegltd.com/wp-content/uploads/2017/04/Archival_Policy_for_ Website_for_the_Events_Information_Disclosed_to_SEs.pdf

Policy for Determination of Materiality of Events / Information and Disclosure to Stock Exchanges

https://hegltd.com/wp-content/uploads/2022/05/HEG_DeterminationMateriality-of-Events_09.02.2022.pdf Policy for Determining Material Subsidiary

https://hegltd.com/wp-content/uploads/2020/07/Material-subsidary.pdf Whistle Blower Policy

https://hegltd.com/wp-content/uploads/2018/07/Whistle-BlowerPolicy-08.05.2018.pdf Policy on Related Party Transactions

https://hegltd.com/wp-content/uploads/2022/05/HEG_RPTPolicy_09.02.2022.pdf

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P P P P P P P P P
Disclosure Questions
1 2 3 4 5 6 7 8 9
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Air Emission Management Policy

https://hegltd.com/wp-content/uploads/2024/08/AIR-EMISSIONMANAGEMENT-POLICY.pdf

Water Resource Management Policy

https://hegltd.com/wp-content/uploads/2024/08/WATER-RESOURCEMANAGEMENT-POLICY.pdf

Waste Water Management Policy

https://hegltd.com/wp-content/uploads/2024/08/WASTE-WATERMANAGEMENT-POLICY.pdf

Waste Management Policy

https://hegltd.com/wp-content/uploads/2024/08/WASTE-MANAGEMENTPOLICY.pdf

Waste Disposal Policy

https://hegltd.com/wp-content/uploads/2024/08/WASTE-DISPOSALPOLICY.pdf

Quality Policy

https://hegltd.com/wp-content/uploads/2024/08/QUALITY-POLICY.pdf

E-Waste Management Policy

https://hegltd.com/wp-content/uploads/2024/08/E-WASTEMANAGEMENT-POLICY.pdf

ESG & Sustainability Policy

https://hegltd.com/wp-content/uploads/2024/08/ESG-SUSTAINABILITYPOLICY.pdf

Environment Policy

https://hegltd.com/wp-content/uploads/2024/08/ENVIRONMENT-POLICY. pdf

Energy Policy

https://hegltd.com/wp-content/uploads/2024/08/ENERGY-POLICY.pdf

Climate Change Policy

https://hegltd.com/wp-content/uploads/2024/08/CLIMATE-CHANGEPOLICY.pdf

Equal Opportunity Policy

https://hegltd.com/wp-content/uploads/2025/01/Equal-OpportunityPolicy.pdf

Human Trafficking Policy

https://hegltd.com/wp-content/uploads/2025/01/HUMAN-TRAFFICKINGPOLICY.pdf

Health & Safety Policy

https://hegltd.com/wp-content/uploads/2025/01/SHE-POLICY.pdf

OMBUDS Policy

https://hegltd.com/wp-content/uploads/2025/01/OMBUDS-POLICY.pdf

Code of Conduct Policy

https://hegltd.com/wp-content/uploads/2025/01/CODE-OF-CONDUCT.pdf Business Ethics Policy

https://hegltd.com/wp-content/uploads/2025/01/BUSINESS-ETHICSPOLICY.pdf

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P P P P P P P P P
Disclosure Questions
1 2 3 4 5 6 7 8 9
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Business Continuity Policy

https://hegltd.com/wp-content/uploads/2025/01/BUSINESS-CONTINUITYPOLICY.pdf

Human Rights Policy

https://hegltd.com/wp-content/uploads/2025/01/HUMAN-RIGHTSPOLICY.pdf

Board of Diversity Policy

https://hegltd.com/wp-content/uploads/2025/01/BOARD-DIVERSITYPOLICY.pdf Rest of the Policies are available on Company’s Intranet, accessible by all employees of the Company

1. Whether the entity has translated the policy into procedures. (Yes / No)

2. Yes Yes Yes Yes Yes Yes Yes Yes Yes

3. Do the enlisted policies extend to your Yes. The following policies of the Company explicitly extend to certain value chain partners? (Yes/No) value chain partners such as suppliers, key business partners, contractors, consultants, and third-party service providers: ESG & Sustainability Policy, Climate Change Policy, Equal Opportunity Policy, Health & Safety Policy, Code of Conduct, Business Ethics Policy, Supplier Code of Conduct, AntiBribery and Anti-Corruption Policy, Business Continuity Policy, and Human Rights Policy.

4. Name of the national and international ISO 45001:2018 codes/certifications/labels/ standards ISO 14001: 2015 (e.g. Forest Stewardship Council, ISO 9001: 2015 Fairtrade, Rainforest Alliance, Trustea) NEMA Standards are followed standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.

5. Specific commitments, goals and targets The Company has recently formalized a comprehensive set of new ESG set by the entity with defined timelines, commitments, goals, and targets that reflect its evolving sustainability if any. vision and operational priorities. These targets are distinct from the previously disclosed long-term ambition of achieving Net Zero by 2050 or earlier (as reported in the previous year’s BRSR). The new targets are aimed at driving measurable progress across key environmental, social, and governance priorities, with defined timelines to ensure accountability and transparency. The following are the specific goals and targets adopted by the Company:

1. Climate Change & Emission Management

• Targeting a 25% reduction in Scope 1 & 2 greenhouse gas emissions by FY 2030, using FY 2023-24 as the baseline.

Committed to obtaining Science-Based Target initiative (SBTi) validation.

2. Waste Management

Striving to achieve Zero Waste to Landfill by 2030 across all manufacturing locations, with FY 2023-24 as the baseline.

Supplier Code of Conduct Policy https://hegltd.com/wp-content/uploads/2025/01/SUPPLIER-CODE-OFCONDUCT.pdf

Anti-Bribery and Anti-Corruption Policy

https://hegltd.com/wp-content/uploads/2025/01/ANTI-BRIBERY-ANDANTI-CORRUPTION-POLICY.pdf

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P P P P P P P P P
Disclosure Questions
1 2 3 4 5 6 7 8 9
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3. Water Management

Operating in alignment with Zero Liquid Discharge (ZLD) principles status across all operational sites to ensure responsible water stewardship.

4. Air Emission

Committed to zero non-compliance with regulatory standards related to air emissions.

5. Biodiversity

Ongoing commitment to tree plantation drives, both current and in the future, to enhance biodiversity around operational areas.

6. Energy Management

Targeting 25% of total energy consumption from renewable sources by 2030, using FY 2023-24 as the baseline.

7. Health & Safety

Working towards a Zero Harm workplace.

Ensuring 100% coverage of plant personnel in annual Environment, Health, and Safety (EHS) training programs.

8. Human Capital Development

Targeting a 10% year-on-year increase in training hours per employee for skill enhancement.

Aiming to increase the representation of women employees to 10% in non-shop floor/non-production roles by FY 2027-28, using FY 2023-24 as the baseline.

Conducting annual employee satisfaction surveys to improve workplace engagement.

9. Corporate Social Responsibility

Continually adhering to statutory CSR obligations under the Companies Act, 2013, with a focus on impactful and inclusive development initiatives.

10. Human Rights

Ensuring 100% of employees and workers receive annual human rights training.

11. Corporate Governance

Maintaining compliance with SEBI’s corporate governance mandates, including ensuring that at least 50% of the Board comprises Independent Directors.

12. Product Stewardship

Conducting annual customer satisfaction surveys to integrate feedback into product innovation and service enhancement.

13. Supply Chain Sustainability

Ensuring 100% of key suppliers are assessed on ESG parameters, fostering a responsible and sustainable supply chain.

14. Risk Management

Integrating Environmental, Social, and Governance (ESG) risks into the Enterprise Risk Management (ERM) framework for proactive risk identification and mitigation.

15. Economic Performance

Committed to achieving financial growth and profitability in a responsible and sustainable manner.

16. Privacy & Data Security

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P P P P P P P P P
Disclosure Questions
1 2 3 4 5 6 7 8 9
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1. Performance of the entity against the specific commitments, goals, and targets along-with reasons in case the same are not met.

2. The Company has developed its ESG-related commitments, goals, and targets in FY 2024–25 as part of its enhanced sustainability roadmap. As these targets have been recently formalized, the performance data and progress metrics against them are not yet available for reporting in the current cycle.

The Company is committed to monitoring its progress through clearly defined KPIs and governance mechanisms, and will begin disclosing performance against these targets in subsequent reporting periods, starting from FY 2025–26 onwards.

Governance, leadership, and oversight

1. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets, and achievements (listed entity has flexibility regarding the placement of this disclosure).

2. At HEG Limited, sustainability remains an integral part of our business philosophy and long-term value creation strategy. Our commitment to responsible business conduct is anchored in the principles of environmental stewardship, social responsibility, and sound governance. The evolving landscape of sustainability, marked by growing climate imperatives, social equity concerns, and stakeholder expectations, has led us to recalibrate and intensify our ESG efforts.

In FY 2024–25, we undertook a comprehensive ESG transformation by formalizing a detailed ESG strategy, roadmap, and action plan. This includes definitive targets aligned with our key focus areas: climate action, waste and water management, energy efficiency, occupational health and safety, human capital development, and ethical governance. We have committed to a 25% reduction in Scope 1 & 2 GHG emissions and 25% renewable energy usage by FY 2030, among other impactful goals.

The Company’s ESG oversight has been institutionalized through a dedicated Board-level CSR and ESG Committee, which plays a pivotal role in aligning our initiatives with regulatory frameworks and stakeholder interests. Moreover, our internal ESG governance is driven by an inter-functional working group reporting to the Chief Sustainability Officer and the Board.

We have also initiated materiality assessments and stakeholder engagement processes to ensure that our ESG focus is not only relevant but also responsive.

Looking forward, we aim to expand our ESG disclosures and enhance climate resilience across our operations. While our journey is ongoing, our direction is clear: to embed sustainability into the fabric of every decision and action at HEG Limited.

We recognize that meaningful progress requires collaborative efforts, transparency, and consistent performance. Through our commitment to the 17 UN Sustainable Development Goals (SDGs), we endeavour to make a positive and lasting impact on people, planet, and profit.

1. Details of the highest authority Mr. Manish Gulati, Chief Sustainability Officer and Executive Director responsible for implementation and Tel: 07480-405500, 233524 to 233527 oversight of the Business Responsibility E Mail: Manish.gulati@lnjbhilwara.com

policy (ies).

1. Does the entity have a specified Yes, the Company has established a Board-level CSR and ESG Committee, Committee of the Board/ Director chaired by Mr. Ravi Jhunjhunwala, Chairman, Managing Director & CEO. responsible for decision making on The Committee is entrusted with the responsibility of overseeing and sustainability related issues? (Yes / No). If making decisions on sustainability-related matters. It plays a pivotal role yes, provide details. in guiding the Company’s Environmental, Social, and Governance (ESG) strategy, aligning it with regulatory expectations and stakeholder interests. The Committee comprises the following members:

2. Mr. Ravi Jhunjhunwala, Chairman

3. Mr. Satish Chand Mehta, Member

4. Dr. Kamal Gupta, Member

5. Mrs. Vinita Singhania, Member 5. Mr. Manish Gulati, Member

Continuously maintaining zero instances of information security breaches, ensuring data protection and stakeholder trust.

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10. Details of Review of NGRBCs by the Company:

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|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Indicate whether review was|Frequency (Annually/|
|undertaken by Director / Committee|Half yearly/ Quarterly/|
|Subject for Review|of the Board/Any other Committee|Any other – please specify)|
|P|P|P|P|P|P|P|P|P|P|P|P|P|P|P|P|P|P|
|1|2|3|4|5|6|7|8|9|1|2|3|4|5|6|7|8|9|
|Performance against above policies and|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Annually|
|follow up action|
|Compliance with statutory requirements of|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Yes|Annually|
|relevance to the principles and, rectification|
|of any non-compliances|
|11. Has the entity carried out independent assessment/ evaluation of the working of|P|P|P|P|P|P|P|P|P|
|its policies by an external agency? (Yes/No). If yes, provide name of the agency.|1|2|3|4|5|6|7|8|9|
|Yes, the Company has undertaken|
|independent|assessments/|
|evaluation of the working of|
|certain|policies,|particularly|
|those falling under ISO standards|
|through|external|evaluations|
|conducted by Bureau Veritas.|

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1. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:

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|||||||||||
|---|---|---|---|---|---|---|---|---|---|
|Questions|P1|P2|P3|P4|P5|P6|P7|P8|P9|
|The entity does not consider the Principles material to its business (Yes/No)|Not Applicable|
|The entity is not at a stage where it is in a position to formulate and|
|implement the policies on specified principles (Yes/No)|

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The entity does not have the financial or/human and technical resources available for the task (Yes/No) It is planned to be done in the next financial year (Yes/No) Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.

Essential Indicators

1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

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Total number %age of persons
of training and in respective
Topics / principles covered
Segment awareness category covered
under the training and its impact
programmes by the awareness
held programmes
Board of 4 Topics: Ethics, Transparency, Accountability, Environment 100%
Directors Protection, Governance, Social Responsibility.
Impact: The Company considers Governance as an integral part
of good management. The Company’s philosophy on corporate
governance envisages the attainment of the highest levels
of transparency, accountability and equity, in all facets of its
operation and its interaction with various stakeholders
Key 4 Topics: Ethics, Transparency, Accountability, Environment 100%
Managerial Protection, Governance, Social Responsibility.
Personnel
Impact: The Company considers Governance as an integral part
of good management. The Company’s philosophy on corporate
governance envisages the attainment of the highest levels
of transparency, accountability and equity, in all facets of its
operation and its interaction with various stakeholders.
Employees 918 Topics: Policy for handling Goods & Services and Product 80%
other than Safety, Safety Awareness, Human Rights Policy, Environmental
BoD and Protection Policy, Public Care and Regulatory Policy, POSH, Code
KMPs of Conduct & Insider Trading, Business Ethics, Skill Upgradation
Impact: Overall grooming and increase in functional efficiency
of the employees.
Workers 918 Topics: Policy for handling Goods & Services and Product 88%
Safety, Safety Awareness, Human Rights Policy, Environmental
Protection Policy, Public Care and Regulatory Policy, POSH, Code
of Conduct & Insider Trading, Business Ethics, Skill Upgradation
Impact: Overall grooming and increase in functional efficiency
of the workers.
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Corporate Overview Statutory Reports Financial Statements 53[rd] Annual Report 24-25

1. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by Directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):

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Monetary
Name of the
Has an appeal
regulatory/ Amount
NGRBC Principle Brief of the Case been preferred?
enforcement agencies/ (In D )
(Yes/No)
judicial institutions
Penalty/ Fine No fines / penalties /punishment/ award/ compounding fees/ settlement amount were paid in
Settlement proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/
judicial institutions during the current financial year.
Compounding Fee
Non-Monetary
Name of the
Has an appeal
regulatory/ Amount
NGRBC Principle Brief of the Case been preferred?
enforcement agencies/ (In D )
(Yes/No)
judicial institutions
Imprisonment Not Applicable Not Not Applicable Not Applicable
Applicable
Punishment Not Applicable Not Not Applicable Not Applicable
Applicable
Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Not Applicable
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1. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed.

2. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy.

Yes, HEG Limited has implemented a comprehensive Anti-Bribery and Anti-Corruption Policy, accessible at: https:// hegltd.com/wp-content/uploads/2025/01/ANTI-BRIBERY-AND-ANTI-CORRUPTION-POLICY.pdf.

At HEG Limited, we are committed to upholding the highest standards of ethical conduct and integrity across all our business operations. The Company maintains a strict zero-tolerance stance towards any form of bribery or corruption, whether undertaken by our employees or by third parties acting on our behalf.

This Policy is mandatory for all employees as well as for business partners representing the Company in any capacity, anywhere in the world.

It outlines clear guidelines and responsibilities to proactively prevent, detect, and report bribery and corrupt practices in any form.

1. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption:

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FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
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1. Details of complaints with regard to conflict of interest:

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FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received in relation to Nil - Nil -
issues of Conflict of Interest of the Directors
Number of complaints received in relation to Nil - Nil -
issues of Conflict of Interest of the KMPs
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1. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.

2. Not Applicable, as there were no cases of corruption and conflicts of interest which were reported during the year.

8.	Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format:	Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format:
		FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)
	Number of days of accountspayables	66 70

1. Open-ness of business

Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format:

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FY 2024-25 FY 2023-24
Parameter Metrics (Current (Previous
Financial Year) Financial Year)
Concentration of a. Purchases from trading houses as % of total Nil Nil
Purchases purchases
b. Number of trading houses where purchases Nil Nil
are made from
c. Purchases from top 10 trading houses as % of Nil Nil
total purchases from trading houses
Concentration of Sales a. Sales to dealers /distributors as % of total sales Nil Nil
b. Number of dealers / distributors to whom sales Nil Nil
are made
c. Sales to top 10 dealers/ distributors as % of Nil Nil
total sales to dealers / distributors
Share of RPTs in a. Purchases (Purchases with related parties / 0.0493% 0.0482%
Total Purchases)
b. Sales (Sales to related parties / Total Sales) Nil Nil
c. Loans & advances (Loans & advances given to Nil Nil
related parties / Total loans & advances)
d. Investments (Investments in related parties / 38.06% 39.28%
Total Investments made)
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*The previous year’s figures have been revised and restated.

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Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

Total number of awareness programmes held	Topics / principles covered under the training	%age of value chain partners covered (by value of business done with such partners) under the awareness programmes
6	1. Environmental, Social, and	75% of upstream value chain partners
	Governance (ESG) Frameworks
	2. Greenhouse Gas (GHG) Emissions
	Management
	3. BRSR Core Principles
	4. Materiality Assessment Process
	5. Assessment Questionnaires

1. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same.

2. Yes, the Company has established processes to prevent and manage conflicts of interest involving Board members. HEG Limited maintains a comprehensive ‘Code of Conduct for Directors and Senior Management,’ which outlines clear guidelines and mechanisms for identifying, avoiding, and addressing potential conflicts of interest, along with a protocol for reporting any such situations.

Additionally, the Company requires annual declarations from Board members and Key Managerial Personnel regarding their interests in any entities. Before engaging in business with such entities or individuals, the Company ensures that all necessary approvals are obtained, in accordance with legal requirements and internal policies.

The Code of Conduct is available on the Company’s website, which can be accessed at https://hegltd.com/wp-content/ uploads/2017/02/CODE_OF_CONDUCT_HEG_05-02-2015.pdf

PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

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FY 2024-25 FY 2023-24
(Current (Previous Details of improvements in
Financial Financial environmental and social impacts
Year) Year)
R&D Nil Nil Not Applicable
Capex 58% 69% As part of the Company’s CAPEX investments, the
following initiatives were undertaken to improve
environmental and social outcomes:
1. Safe Material Handling: Introduced ergonomic
furniture and upgraded cranes to ensure safer
and more efficient material movement, reducing
physical strain and injury risks for workers.
2. Electrical Safety Upgrades: Replaced outdated
electrical systems, including panels and Power
Distribution Boards, to enhance safety and
compliance with current standards.
3. Infrastructure Revamping: Strengthened
structural components such as crane columns and
replaced plant sheeting, improving operational
safety and facility integrity.
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     - **FY 2024-25 FY 2023-24 (Current (Previous Details of improvements in Financial Financial environmental and social impacts Year) Year) 4. Environment & Energy Efficiency:** Implemented dust control measures (e.g., cyclone systems), installed LED lighting, and introduced oil contamination monitoring tools, reducing emissions and energy consumption.

     - **5. Modernization of Production Equipment:** Upgraded CNC controllers, rebuilt furnaces, and replaced old machinery to improve process efficiency, reduce downtime, and lower resource wastage.

        **6. Operational Safety Enhancements:** Replaced unsafe equipment, enhanced ventilation, and installed safety instruments to improve workplace health and reduce risk exposure.

        **7. Technology and Information Systems:** Modernized IT infrastructure to support digital operations, enabling better control, monitoring, and sustainability-driven decision-making.

1. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)

   • Yes, HEG Limited have procedures in place for sustainable sourcing, wherein, the Company assesses the sustainability parameters of its vendors before procurement of the major input material and maintain consistent sourcing from identified sources.

2. b. If yes, what percentage of inputs were sourced sustainably?

   • 79.6% of the input material was sourced sustainably.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

While the Company does not reclaim its products at the end of their life, we are committed to responsible product lifecycle management and environmental stewardship. We ensure safe handling, reuse, and disposal of our products and associated waste through established systems across key waste categories:

Plastics (Including Packaging):

Use of plastic packaging is minimal. Where used (e.g., plastic sheets, straps), plastic waste is collected and disposed of through authorized recyclers in compliance with applicable environmental regulations. Customers and logistics partners are encouraged to adopt similar recycling practices.

• E-Waste:

Although our primary product Graphite Electrodes does not generate e-waste in typical applications, any e-waste from auxiliary systems (such as sensors or instrumentation) is stored in designated areas and disposed of via certified e-waste recyclers, in accordance with the E-Waste Management Rules.

• Hazardous Waste:

Graphite Electrodes are inherently non-hazardous. However, when used in processes involving potential contaminants (e.g., oily residues, metallic inclusions), we advise customers to follow local hazardous waste regulations. Within our manufacturing facility, hazardous waste such as used oil, lubricants, and contaminated packaging is handled and disposed of only through State Pollution Control Board authorized vendors.

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• Non-Hazardous Waste:

  • Scrap Electrodes and Graphite Fines: These are reused internally for specialized applications or supplied to authorized processors.

  • Wooden/Metal Packaging Waste: Such materials are segregated, and disposed of or recycled through approved agencies, following site-specific protocols.

• Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.

Not Applicable.

Leadership Indicators

1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format?

2. The Company has already determined the respective life cycles of various products manufactured by it, as outlined in the “Product Life Cycle Plan” below:

Product Life Cycle Plan

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Sr. Contents Nature of
Material Action - 1 Action - 2
No. in crate product
1 Graphite Pure Carbon 100% Unpack the Electrodes Re-machine & use if possible
Electrode Consumable with Nipple and keep / Reuse the broken pieces in
during use all the packing items process to maintain carbon
well segregated percentage
2 Graphite Nipple Pure Carbon 100%
Consumable
during use
3 Thermocol Cap Expanded Recyclable Handover only to authorised
Polysterene recyclers
4 Thermocol Plug Expanded Recyclable Handover only to authorised
Polysterene recyclers
5 Steel Strip Zinc Coated Steel Recyclable Handover to recyclers/Use as
Input to EAF
6 Steel Clip Zinc Coated Steel Recyclable Handover to recyclers/Use as
Input to EAF
7 Steel Nails Zinc Coated Steel Recyclable Handover to recyclers/Use as
Input to EAF
8 Wood / Cellulose composite Recyclable / Handover to recyclers
Ply Board Reusable
9 Wrap Film LDPE, Low Density Recyclable Handover only to authorised
Poly Ethylene recyclers
10 Metwrapp Corrugated PP, Poly Recyclable / Handover only to authorised
(Polypropylene) Propylene Reusable recyclers
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Accordingly, the detailed information required under this indicator is currently not available.

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Boundary for Whether Results
Name of % of total which the Life conducted by communicated in
NIC Code Product Turnover Cycle Perspective independent public domain (Yes/
/Service contributed / Assessment was external agency No) If yes, provide
conducted (Yes/No) the web-link.
- - - - - -
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1. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same.

Name of Product / Service Description of the risk / concern Action Taken As mentioned in point no. 1 above, since the Company is in the process of doing the life cycle assessment for each of its products, therefore, currently this information is not available.

1. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry).

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Recycled or re-used input material to total material
Indicate input material FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
Green Scrap 8% 10%
Graphite Fines 1.2% -
Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed, as per the following format:
FY 2024-25 Current Financial Year FY 2023-24 Previous Financial Year
Re-Used Recycled Safely Disposed Re-Used Recycled Safely Disposed
- - - - - -
Plastics (including
packaging)
E-waste - - - - - -
Hazardous waste - - - - - -
Other waste - - - - - -
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1. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format:

*The previous year’s figures have been restated.

1. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

2. Reclaimed products and their packaging materials

3. Indicate product category as % of total products sold in respective category

---

However, the Company has not yet undertaken the full Life Cycle Assessment i.e., the analytical process for evaluating potential environmental and social impacts throughout a product’s life cycle. The Company is expected to initiate this assessment process for its products in the near future.

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Corporate Overview Statutory Reports Financial Statements

PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains

Essential Indicators

1. a. Details of measures for the well-being of employees:

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% of employees covered by
Health Accident Maternity Paternity Day Care
Category Total insurance insurance benefits Benefits facilities
(A) Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 327 327 100% 327 100% Not Ap- Not - - - -
plicable Appli-
cable
Female 21 21 100% 21 100% 21 100% - - - -
Total 348 348 100% 348 100% 21 100% - - - -
Other than Permanent employees
Male 49 49 100% 49 100% - - - - - -
Female 1 1 100% 1 100% 1 100% - - - -
Total 50 50 100% 50 100% 1 100% - - - -
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*Employees covered under maternity benefits is disclosed as % of only female employees and not total employees

b. Details of measures for the well-being of workers:

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% of workers covered by
Health Accident Maternity Paternity Day Care
Category Total insurance insurance benefits Benefits facilities
(A) Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent workers
Male 766 766 100% 766 100% - - - - -
Female 0 0 0% 0 0% - - - - -
Total 766 766 100% 766 100% - - - - -
Other than Permanent workers
Male 28 28 100% 28 100% - - - - - -
Female 0 0 0% 0 0% - - - - - -
Total 28 28 100% 28 100% - - - - - -
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c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format-

Cost incurred on well- being measures as a % of total revenue of the Company*	FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)
	0.0426% 0.0415%

*Expenditure incurred on Health Insurance, Accident Insurance and other health and safety measures have been considered for the purpose of the aforesaid disclosure.

1. Details of retirement benefits, for Current Financial Year and Previous Financial Year.

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FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
No. of No. of Deducted and No. of No. of Deducted and
Benefits employees workers deposited employees workers deposited
covered as covered as with the covered as covered as a with the
a % of total a % of total authority a % of total % of total authority
employees Workers (Y/N/N.A.) employees workers (Y/N/N.A.)
PF 100% 100% Yes 100% 100% Yes
Gratuity 100% 100% Yes 100% 100% Yes
ESI 51.29% 4.37% Yes 50% 5% Yes
Others – please specify - - - - - -
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*Employees who have successfully completed 5 years of tenure are entitled for Gratuity benefits.

• ** Applicable to employees as per the threshold limit prescribed under the Employees State Insurance Act, 1948.

• Accessibility of workplaces

• Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Presently, majority of our premises / offices are accessible to differently abled employees and workers. However, the Company is planning to improvise the current system in place.

1. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.

2. Yes, the Company has an equal opportunity policy as per the Rights of Person with Disabilities Act, 2016. The said policy is publicly available on the Company’s website and can be accessed at https://hegltd.com/wp-content/ uploads/2025/01/Equal-Opportunity-Policy.pdf.

3. Return to work and Retention rates of permanent employees and workers that took parental leave.

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Permanent employees Permanent workers
Gender Return to work rate Retention rate Return to work rate Retention rate
Male 0% 0% 0% 0%
Female 0% 0% 0% 0%
Total 0% 0% 0% 0%
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• *For males, return to work and retention rate is 0, because Company does not have the policy of paternity leave.

• **For females, return to work and retention rate is 0, because none of the female employees have taken maternity leave in the current as well as previous financial year.

• Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief.

Yes/No (If Yes, then give details of the mechanism in brief)

Permanent Workers Yes, HEG Limited is committed to providing a safe, inclusive, Other than Permanent Workers and supportive workplace environment for all employees and workers. The Company has established multiple grievance Permanent Employees redressal mechanisms to ensure that concerns can be raised Other than Permanent Employees and addressed effectively. These include:

• A dedicated Grievance Register for employees and workers to record their concerns.

• Grievance Boxes installed at various common areas.

• Engagement through the Union and its representatives, who are empowered to raise issues via established committees.

• Regular weekly meetings at the shop floor level to facilitate open communication and immediate resolution of day-today concerns.

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1. Membership of employees and worker in association(s) or Unions recognised by the listed entity:

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FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
No. of employees No. of employees
Total Total
/ workers in / workers in
employees employees
Category respective respective
/ workers in % / workers in %
category, who category, who
respective (B / A) respective (D / C)
are part of are part of
category category
association(s) or association(s) or
(A) (C)
Union (B) Union (D)
Total Permanent 348 0 0% 597 0 0%
Employees
Male 327 0 0% 578 0 0%
Female 21 0 0% 19 0 0%
Total Permanent 766 766 100% 478 478 100%
Workers
Male 766 766 100% 478 478 100%
Female 0 0 0% 0 0 0%
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1. Details of training given to employees and workers:

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FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
On Health and On Skill On Health and On Skill
Total safety measures upgradation Total safety measures upgradation
(A) Number % Number % (D) Number % Number %
(B) (B / A) (C) (C / A) (E) (E / A) (F) (F / A)
Employees
Male 327 190 58% 229 70% 578 486 84% 372 64%
Female 21 6 29% 13 62% 19 15 79% 4 21%
Total 348 196 56% 242 70% 597 501 84% 376 63%
Workers
Male 766 615 80% 425 55% 478 333 70% 158 33%
Female - - - - - - - - - -
Total 766 615 80% 425 55% 478 333 70% 158 33%
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1. Details of performance and career development reviews of employees and worker:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Category (Current Financial Year) (Previous Financial Year)
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 327 318 97% 578 511 88%
Female 21 19 90% 19 16 84%
Total 348 337 97% 597 527 88%
Workers
Male 766 758 99% 478 478 100%
Female - - - - - -
Total 766 758 99% 478 478 100%
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10. Health and safety management system:

• a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system?

At HEG, we are deeply committed to maintaining a safe and environmentally responsible workplace. We consider the safety of our personnel and the protection of the environment among our foremost responsibilities. In line with this commitment, our entire plant is certified under the ISO 45001:2018 standard for Occupational Health and Safety Management Systems, demonstrating our adherence to global best practices and our dedication to continual improvement in health and safety standards.

• b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

In accordance with ISO 45001:2018, HEG has implemented a structured Hazard Identification and Risk Assessment (HIRA) process to systematically identify occupational health and safety (OHS) hazards and evaluate associated risks to employees and workers. This process is a key component of our Occupational Health and Safety Management System and is regularly reviewed to ensure its continued relevance and effectiveness.

The HIRA procedure includes the following key steps:

• Identification of processes, operations, maintenance, utility services, and other relevant functional activities.

• Defining occupations involved, with a focus on human interaction at each stage.

• Identification of potential occupational hazards, including biological, chemical, physical, electrical, mechanical, fire-related, and ergonomic risks.

• • Assessment of all related health and safety risks.

• Estimation of the number of workers potentially exposed to each identified risk.

  • Consideration of applicable legal requirements and potential emergency scenarios.

• Risk evaluation based on defined criteria, including compliance with Occupational Health & Safety Regulations, legal obligations, emergency potential, and a quantified risk score.

• Classification of unacceptable risks, particularly where there is legal non-compliance, emergency risk creation, or a risk score of 4 or higher.

• Implementation of appropriate risk controls, following the hierarchy of controls (elimination, substitution, engineering controls, administrative controls, and PPE).

• Annual review of the HIRA, or earlier when significant changes occur that may affect OHS conditions, as per our internal Standard Operating Procedure (SOP).

• c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)

Yes, HEG has established a comprehensive safety management framework to ensure effective monitoring, reporting, and resolution of all work-related hazards. This framework is supported by both functional safety committees and formalized systems for incident and accident management.

At the shop level, dedicated Shop Safety Committee is responsible for identifying local safety concerns, addressing hazards, and implementing preventive measures specific to each work area.

At the plant level, a Plant Safety Committee oversees overall safety governance, regularly reviews safety performance, and promotes a proactive safety culture across all operations.

To support this structure, the Company has implemented two robust systems:

• Incident Reporting and Investigation System (IRIS): This system ensures prompt reporting and thorough investigation of all incidents, including near misses and unsafe conditions. It facilitates documentation, root cause analysis, and the implementation of corrective and preventive actions, which are tracked to closure.

• Accident Reporting and Investigation System (ARIS): ARIS is specifically designed to manage workplace accidents. It enables systematic reporting, investigation, root cause identification, and verification of remedial actions before closing any case.

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Together, these systems and committees ensure that all incidents are managed effectively, corrective measures are implemented in a timely manner, and continuous improvement in occupational health and safety is achieved.

• d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)

Yes, HEG ensures that all employees and workers have access to non-occupational medical and healthcare services. These services are designed to support the overall health and well-being of our workforce, extending beyond work-related health concerns.We offer access to general medical care, preventive health check-ups, and wellness programs aimed at encouraging a healthy lifestyle. Health awareness campaigns and lifestyle management initiatives are regularly conducted to promote proactive care. Additionally, employees are covered under medical reimbursement schemes or health insurance, as per Company policy, to address non-occupational health needs.

This comprehensive approach reflects our commitment to the holistic well-being of our employees both at work and in their personal lives.

1. Details of safety related incidents, in the following format:

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FY 2024-25 FY 2023-24
Safety Incident/Number Category
Current Financial Year Previous Financial Year
Lost Time Injury Frequency Rate (LTIFR) Employees 0.584 0
(per one million-person hours worked) Workers 0.246 0.207
Total recordable work-related injuries Employees 1 0
Workers 1 1
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or Employees 0 0
ill-health (excluding fatalities) Workers 0 0
----- End of picture text -----*

*Including the contract workforce

**The previous year’s figure for LTIFR for workers has been rectified and recalculated.

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.

At HEG Limited, we consider the safety, health, and well-being of our employees and workers to be a core responsibility and a top organizational priority. To ensure a safe and healthy work environment, we have implemented a robust and systematic Occupational Health and Safety Management System. Our approach includes the following key measures:

• Legal Compliance: We strictly adhere to all applicable statutory requirements, including those outlined in the Factories Act, 1948, and maintain certification under ISO 45001:2018 for Occupational Health and Safety Management Systems.

• Hazard Identification and Risk Assessment (HIRA): Regular HIRA activities are conducted in accordance with internal SOPs to proactively identify potential hazards and evaluate associated risks.

• Safety Policy: A comprehensive and well-defined Safety Policy is in place, detailing our commitment to maintaining a safe and healthy workplace.

• Hierarchy of Controls: We implement the hierarchy of controls methodology to systematically eliminate or mitigate risks, prioritizing the most effective preventive measures.

• Safety Committees: Safety Committees at multiple organizational levels actively participate in reviewing safety performance, ensuring resource adequacy, and supporting effective deployment of safety systems.

• Audits and Inspections: Periodic safety audits and workplace inspections are conducted across all sites to monitor compliance and continuously improve occupational health and safety practices.

• Training and Awareness: Ongoing training sessions and awareness programs are organized to educate employees and workers on occupational health and safety, promoting a strong culture of safety throughout the organization.

• These measures collectively demonstrate our commitment to safeguarding our workforce and fostering a culture where safety is integrated into every aspect of our operations.

• Number of Complaints on the following made by employees and workers:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Pending Pending
Filed during Filed during
resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
Working Conditions Nil Nil - Nil Nil -
Health & Safety Nil Nil - Nil Nil -
----- End of picture text -----

1. Assessments for the year:

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----- Start of picture text -----

||||
|---|---|---|
|% of your plants and offices that were assessed (by entity or statutory|
|authorities or third parties)|
|Health and safety|practices|100% of the plants and offices were assessed by third parties.|
|Working Conditions|100% of the plants and offices were assessed by third parties.|

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1. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions.

2. HEG Limited did not identify any significant risks or concerns arising from assessments of health and safety practices and working conditions during the reporting period. However, in alignment with our commitment to continuous improvement, we proactively undertake several measures to maintain and enhance workplace safety and health standards:

3. Third-Party Evaluations: Our Occupational Health and Safety (OHS) systems undergo regular evaluations by accredited external agencies to ensure compliance with statutory requirements and best practices.

4. Proactive Risk Mitigation: Even in the absence of significant risks, we implement preventive measures such as the automation of manual processes, employee training in safety practices, and enhanced monitoring and supervision mechanisms.

5. Incident Management and Corrective Action: All incidents, including near misses, are thoroughly investigated. Learnings are documented and shared organization-wide, with corrective actions verified during follow-up audits to prevent recurrence.

6. Preventive Equipment Maintenance: Critical machinery and safety systems are subject to routine preventive maintenance and inspections in line with scheduled plans to reduce operational risks.

7. Fire Safety Measures: Advanced fire detection and alarm systems have been installed in key operational areas to strengthen our emergency response infrastructure.

8. Visible Safety Communication: Our Safety Policy is prominently displayed at strategic locations, including the main gate, to reinforce safety awareness among all personnel.

9. Inclusive Reporting Culture: A structured incident reporting and investigation framework is in place. All employees, including contractual workers and management, are encouraged to report hazards, near misses, and unsafe conditions without hesitation.

These ongoing efforts help us uphold a safe and healthy work environment and foster a culture of safety, accountability, and continuous improvement across the organization.

• Emergency Preparedness: Regular mock drills including fire and other emergency scenarios are conducted to test preparedness and strengthen emergency response capabilities.

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| 129

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Leadership Indicators

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N).

2. Yes, at HEG Limited, a provision for a Death Relief Fund (DRF) exists under which the Company provides financial assistance of H 5 lakhs to the family of a deceased employee or worker.

3. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners.

4. The Company has instituted multiple measures to ensure that statutory dues are duly deducted and deposited by its value chain partners. At the time of onboarding, all business partners are required to furnish valid statutory documentation, including GST registration, PAN, and MSME certificates, as applicable. To promote ongoing compliance, the Company incorporates contractual obligations within all purchase orders and agreements, mandating timely deduction and deposition of statutory dues such as TDS, PF, ESI, and GST. These provisions are legally binding and reinforce the accountability of the partners. In specific cases like work contracts, the Company actively verifies that contractors have deposited Provident Fund (PF) and Employees’ State Insurance (ESI) contributions and have submitted valid proof of such compliance.

5. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment:

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No. of employees/workers that are
Total no. of affected rehabilitated and placed in suitable
employees/ workers employment or whose family members
have been placed in suitable Employment
FY 2024-25 FY 2023-24 FY 2024-25 FY 2023-24
(Current Financial (Previous Financial (Current Financial (Previous Financial
Year) Year) Year) Year)
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil
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1. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No)

2. Yes, the Company provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment. As part of this initiative, awareness sessions are conducted for eligible individuals, and selection into the program is based on merit.

3. Details on assessment of value chain partners:

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||||
|---|---|---|
|% of value chain partners (by value of business done with such|
|partners) that were assessed|
|Health and safety|practices|79.6% of upstream value chain partners|
|Working Conditions|79.6% of upstream value chain partners|

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1. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners.

2. Not Applicable, as there were no significant risks / concerns which have arisen from assessments of health and safety practices and working conditions of value chain partners.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity.

2. HEG is a globally recognized organization that interacts with a diverse range of stakeholder groups, each with unique priorities and interests. The Company has established a robust system for identifying key stakeholder groups, understanding their concerns, and integrating their perspectives into its sustainability strategy. Both senior and middle management teams actively engage with stakeholders throughout the year. Key issues identified through these engagements are incorporated into the Company’s risk management process.

The Company has mapped its internal and external stakeholders.

1. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

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----- Start of picture text -----

Whether Channels of communication Frequency of
Purpose and scope of
identified as (Email, SMS, Newspaper, engagement
engagement including
Stakeholder Vulnerable & Pamphlets, Advertisement, (Annually/Half
key topics and concerns
Group Marginalized Community Meetings, yearly/ Quarterly/
raised during such
Group Notice Board, Website), others-please
engagement
(Yes/No) Other specify)
Employees and No - Training programmes, As needed - Foster innovation,
Workers events, seminars, workshops motivation, and
- Awards – plant level reward teamwork
programmes Surveys - Address issues and
- Employee centric resolve concerns
application - Prevention from
accidents and health
hazards
Shareholders/ No - Annual General Meeting Annually - Garner stakeholder/in
Investors - Annual Report and vestor confidence
- Shareholder meetings need based - llustrate our market
- Sustainability report leading initiatives and
- Grievance redressal value creation
mechanism - Market our
sustainability initiatives
and disclose our targets
Customer No - Customer technical services As needed Gather feedback to
for queries and feedback enhance operations,
services, and product
offerings
Suppliers and No - Supplier meetings Need based Strengthen supplier
Service Providers - Assessment surveys relationships, receive
market feedback, be
abreast with supplier
challenges
Government/ No - Regular compliance report Need based Ensure compliance
Regulators with government
regulations
Media No - Media meets Need based Share annual progress
- Press conference and enhance brand
- Management interviews perception
Local Yes - Regular interactions & field Need based Gather community
Communities and surveys feedback on ESG concerns
NGO’s others and CSR impact
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| 131

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.

2. Stakeholder consultations are regularly conducted by relevant business heads, group leaders, and Company officers. Any feedback or issues of corporate concern are escalated to the Board level, either through direct channels or via various Board Committees, such as the Audit Committee, CSR and ESG Committee, Risk Management Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, as necessary. The Company firmly believes that consistent and proactive engagement, including regular conference calls with key stakeholders, enhances communication of its strategies and performance. This ongoing engagement fosters the concept of shared growth, promoting a prosperous future for both the Company and society as a whole.

3. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity.

4. Yes, stakeholder consultations play a key role in identifying and managing environmental, social, and governance (ESG) related topics. This is achieved through various channels, including focused group meetings, gathering feedback, and incorporating their insights into future strategies built around the triple bottom line approach (i.e., Environmental, Social, and Governance). Examples of this include developing strategies to combat climate change, reduce carbon footprints, enhance energy efficiency, conserve water, manage waste, create a sustainable supply chain through responsible sourcing, and invest in the growth of our people by enhancing their skills and capabilities through various learning initiatives. Additionally, we prioritize balancing Diversity & Inclusion, Occupational Health & Safety, Human Rights, and Supplier Diversity, among other key areas.

5. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups.

The Company identifies communities around its manufacturing facilities at Mandideep, Bhopal and Tawa Nagar. The Company offers the marginalized/vulnerable communities the help they need through its CSR initiatives. For further details of engagement with them, refer Annexure VI of Annual Report – 2024-25.

PRINCIPLE 5 Businesses should respect and promote human rights

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
Category No. of employees/ No. of employees/
Total % Total %
workers covered workers covered
(A) (B / A) (C) (D / C)
(B) (D)
Employees
Permanent 348 327 94% 597 204 34%
Other than permanent 50 3 6% 41 3 7%
Total Employees 398 330 83% 638 207 32%
Workers
Permanent 766 271 35% 478 83 17%
Other than permanent 28 0 0% 16 3 19%
Total Workers 794 271 34% 494 86 17%
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1. Details of minimum wages paid to employees and workers, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
Equal to More than Equal to More than
Category Minimum Minimum Minimum Minimum
Total Total
Wage Wage Wage Wage
(A) (D)
No. % No. % No. % No. %
(B) (B/A) (C) (C/A) (E) (E/D) (F) (F/D)
Employees
Permanent 348 - - 348 100% 597 - - 597 100%
Male 327 - - 327 100% 578 - - 578 100%
Female 21 - - 21 100% 19 - - 19 100%
Other than Permanent 50 - - 50 100% 41 - - 41 100%
Male 49 - - 49 100% 41 - - 41 100%
Female 1 - - 1 100% 0 - - - -
Workers
Permanent 766 - - 766 100% 478 - - 478 100%
Male 766 - - 766 100% 478 - - 478 100%
Female - - - - - - - - - -
Other than Permanent 28 - - 28 100% 16 16 100%
Male 28 - - 28 100% 16 16 100%
Female - - - - - - - -
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1. Details of remuneration/salary/wages

2. a. Median remuneration* / Wages:

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----- Start of picture text -----

Male Female
Median remuneration/ Median remuneration/
Number salary/ wages of respective Number salary/ wages of respective
category (In Lakhs) category (In Lakhs)
Board of Directors (BoD) 10 13.13 2 12
Key Managerial Personnel [#] 2 63.91 0 -
Employees other than BoD 324 6.21 21 5.16
and KMP
Workers 766 3.79 0 -
----- End of picture text -----**

*The aforesaid calculations have been provided on the basis of Cost to the Company.

**The calculation of median remuneration includes two Executive Directors (male), whose compensation comprises salary and commission. The remaining ten Non-Executive Directors (including Independent Directors), which include two female directors, receive only sitting fees. Accordingly, the median remuneration has been computed based on this composition.

• #Only CS & CFO are considered as KMP for this calculation, as the median remuneration of 2 Executive Directors (KMPs) is covered as a part of Board of Directors, therefore not included in the median remuneration paid to KMPs.

• b. Gross wages paid to females as % of total wages paid by the entity, in the following format:

	FY 2024-25 Current Financial Year FY 2023-24 Previous Financial Year
Gross wagespaid to females as % of total wages*	2.24% 1.78%

*The aforesaid calculations have been provided on the basis of Cost to the Company.

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Corporate Overview Statutory Reports Financial Statements 53[rd] Annual Report 24-25

1. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No)

Yes. As per Clause 17 of the Company’s Code of Conduct Policy, the Head of Human Resources (HR) has been designated as the focal point responsible for addressing human rights impacts or issues caused or contributed to by the business.

1. Describe the internal mechanisms in place to redress grievances related to human rights issues.

Yes, HEG Limited is committed to providing a safe, inclusive, and supportive workplace environment for all employees and workers. The Company has established multiple grievance redressal mechanisms to ensure that concerns can be raised and addressed effectively. These include:

• A dedicated Grievance Register for employees and workers to record their concerns.

• Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

• At HEG Limited, we ensure that individuals who raise concerns related to discrimination or harassment are fully protected against retaliation, punishment, or any other adverse actions for voicing legitimate concerns in good faith. Our Grievance Redressal Policy, Whistleblower Policy, and POSH (Prevention of Sexual Harassment) Policy contain specific provisions to safeguard the confidentiality of complainants. These policies state that all reports, records, and information exchanged during the investigation process will be treated as confidential, and access to this information will be restricted by the Company as deemed appropriate.

• Do human rights requirements form part of your business agreements and contracts?

No, currently, human rights requirements do not form part of our business agreements and contracts; however, the Company is in the process of implementing the same in the coming years.

• Grievance Boxes installed at various common areas.

• Engagement through the Union and its representatives, who are empowered to raise issues via established committees.

• Regular weekly meetings at the shop floor level to facilitate open communication and immediate resolution of day-to-day concerns.

• Number of Complaints on the following made by employees and workers:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
Pending Pending
Filed during resolution Filed during resolution
Remarks Remarks
the year at the end of the year at the end of
year year
Sexual Harassment Nil Nil - Nil Nil -
Discrimination at Nil Nil - Nil Nil -
workplace
Child Labour Nil Nil - Nil Nil -
Forced Labour/ Nil Nil - Nil Nil -
Involuntary Labour
Wages Nil Nil - Nil Nil -
Other human rights Nil Nil - Nil Nil -
related issues
----- End of picture text -----

1. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Current Financial Previous Financial
Year Year
Total Complaints reported under Sexual Harassment on of Women 0 0
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH)
Complaints on POSH as a % of female employees/workers 0% 0%
Complaints on POSH upheld 0 0
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1. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory authorities or third parties) Child Labour Forced/involuntary Labour Sexual harassment 100% of the plants and offices were assessed by third parties. Discrimination at workplace Wages Others – please specify

1. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 10 above.

Not Applicable, as no significant risk/concerns were identified from the assessment carried out on topics as mentioned above during the year.

Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.

2. Not Applicable, as no grievances/complaints were received with respect to human rights during the reporting period.

3. Details of the scope and coverage of any Human rights due diligence conducted.

4. We Conducted regular internal due diligence assessments on human rights, beginning with the employee onboarding process. This includes verifying age and other criteria to ensure new hires meet our rigorous employment standards. All employees, including security personnel, undergo regular training to remain compliant with our norms on human rights, and code of conduct.

5. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016?

6. Presently, majority of our premises / offices are accessible to differently abled visitors. However, the Company is planning to improvise the current system in place.

7. Details on assessment of value chain partners:

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----- Start of picture text -----

% of value chain partners (by value of business done
with such partners) that were assessed
Sexual Harassment 79.6% of upstream value chain partners
Discrimination at workplace 79.6% of upstream value chain partners
Child Labour 79.6% of upstream value chain partners
Forced Labour/Involuntary Labour 79.6% of upstream value chain partners
Wages 79.6% of upstream value chain partners
Others- please specify 79.6% of upstream value chain partners
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| 135

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

1. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above.

No significant risks/ concerns were identified from assessments of the value chain partners at Question 4 above

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

1. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.

2. Not applicable, as the Company does not have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and Target (PAT) Scheme of the Government of India.

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Parameter
(Current Financial Year) (Previous Financial Year)
From Renewable sources
Total electricity consumption (A) 14,920 14,310
(In Giga Joules)
Total fuel consumption (B) 0 0
(In Giga Joules)
Energy consumption through 0 0
other sources (C)
(In Giga Joules)
Total energy consumption from 14,920 14,310
renewable sources (A+B+C)
(In Giga Joules)
From Non-Renewable sources
Total electricity consumption (D) 15,16,351 13,41,646
(In Giga Joules)
Total fuel consumption (E) 9,12,574 6,23,304
(In Giga Joules)
Energy consumption through 0 0
other sources (F)
(In Giga Joules)
Total energy consumption from non- 24,28,925 19,64,950
renewable sources (D+E+F)
(In Giga Joules)
Total energy consumed (A+B+C+D+E+F) 24,43,845 19,79,260
(In Giga Joules)
Energy intensity per rupee of turnover 0.00011 0.00008
(Total energy consumed (Giga Joules)/
Revenue from operations)
Energy intensity per rupee of turnover adjusted for 0.0023 0.0017
Purchasing power Parity (PPP)
(Total energy consumed (Giga Joules) / Revenue from
operations adjusted for PPP)
Energy intensity in terms of physical output 24.5 28.9
(Giga Joules/Metric Tonnes)
- -
Energy intensity (optional) – the
relevant metric may be selected by the entity
----- End of picture text -----*

*The source for Purchasing Power Parity (PPP) is International Monetary Fund (IMF). The PPP rates considered is 20.66 as per the 2025 update.

**Total graphite production is considered as the unit of physical output for reporting intensity.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Provide details of the following disclosures related to water, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24 (Previous
Parameter
(Current Financial Year) Financial Year)
Water withdrawal by source (in kilolitres)
- -
(i) Surface water
(ii) Groundwater 73,440 77,180
(iii) Third party water 3,20,988 3,51,351
- -
(iv) Seawater / desalinated water
- -
(v) Others
Total volume of water withdrawal 3,94,428 4,28,531
(in kilolitres) (i + ii + iii + iv + v)
Total volume of water consumption 3,94,428 4,28,531
(in kilolitres)
Water intensity per rupee of turnover 0.00002 0.00002
(Total water consumption (kilolitres) /
Revenue from Operations)
Water intensity per rupee of turnover adjusted for 0.00038 0.00041
Purchasing Power Parity (PPP)
(Total water consumption (kilolitres) /
Revenue from operations adjusted for PPP)
Water intensity in terms of physical output 4 6.3
(Kilolitres/Metric Tonnes)
- -
Water intensity (optional) – the relevant metric
may be selected by the entity
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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Provide the following details related to water discharged:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Parameter
(Current Financial Year) (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To surface water
- No treatment 0 0
- With treatment -please specify level of treatment 0 0
(ii) To Groundwater
- No treatment 0 0
- With treatment - please specify level of treatment 0 0
(iii) To Seawater
- No treatment 0 0
- With treatment - please specify level of treatment 0 0
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Corporate Overview Statutory Reports Financial Statements 53[rd] Annual Report 24-25

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Parameter
(Current Financial Year) (Previous Financial Year)
(iv) Sent to third parties
- No treatment 0 0
- With treatment - please specify level of treatment 0 0
(v) Others
- No treatment 0 0
- With treatment - please specify level of treatment 0 0
Total water discharge (in kilolitres) 0 0
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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

HEG Limited has implemented robust water resource management practices across all its operational sites, guided by its Water Resources Management Policy and Waste Water Management Policy. Effluent Treatment Plants (ETPs) are fully operational at all manufacturing facilities, ensuring 100% treatment of wastewater generated from operations.

To further strengthen our commitment to sustainable water management, we have added a supplementary Sewage Treatment Plant (STP) to our existing ETP system. This integrated approach enhances our capability to treat and reuse both industrial and domestic wastewater.

The treated water is reused within the plant premises for various non-potable applications such as gardening, cooling towers etc, thereby reducing dependence on freshwater sources and minimizing the water consumption and reflects our dedication to responsible environmental stewardship; we claimed ourself as a ZLD Plant.

1. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

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----- Start of picture text -----

Please FY 2024-25 (Current FY 2023-24 (Previous
Parameter
specify unit Financial Year) Financial Year)
NOx MT 51.39 34.38
Sox MT 149.15 112.92
Particulate matter (PM) MT 145.47 160.36
Persistent organic pollutants (POP) - Not Applicable Not Applicable
Volatile organic compounds (VOC) - Not Applicable Not Applicable
Hazardous air pollutants (HAP) - Not Applicable Not Applicable
Others – please specify - Not Applicable Not Applicable
----- End of picture text -----

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions Metric tonnes of 1,78,393 1,34,263
(Break-up of the GHG into CO2, CH4, CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions Metric tonnes of 3,06,219 2,66,839
(Break-up of the GHG into CO2, CH4, CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 1 and Scope 2 emissions tCO2e/rupee 0.00002 0.00002
intensity per rupee of Turnover turnover
(Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations)
----- End of picture text -----*

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----- Start of picture text -----

FY 2024-25 FY 2023-24
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 and Scope 2 emission tCO2e/rupee 0.00047 0.00035
intensity per rupee of turnover turnover
adjusted for Purchasing Power Parity adjusted for PPP
(PPP) (Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations
adjusted for PPP)
Total Scope 1 and Scope 2 emission tCO2e/Metric 4.9 5.85
intensity in terms of physical output Tonnes
- -
Total Scope 1 and Scope 2 emission
intensity (optional)
– the relevant metric may be
selected by the entity
----- End of picture text -----

* Scope 1 emissions have been recalculated to include emissions resulting from packing grain loss

**Grid emission factor has been updated to 0.727 kgCO₂e/kWh as per CEA Version 20. In the previous year, a factor of 1.716 kgCO₂e/kWh was used.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

2. Yes, the entity has undertaken multiple projects aimed at reducing Greenhouse Gas (GHG) emissions as part of its broader sustainability and decarbonization agenda. Key initiatives include:

 Installation of Solar Power Plant

The Company successfully commissioned a 3 MW solar power plant in the previous financial year, reducing intake of grid electricity and contributing to the reduction of Scope 2 greenhouse gas emissions. Building on this progress, the Company is currently executing an additional 2.4 MW solar power project to further increase the share of renewable energy in its operations and advance its long-term carbon reduction objectives.

 Hydrogen Blending with Natural Gas

The Company is actively exploring the blending of hydrogen with natural gas to reduce reliance on conventional fossil fuels and lower carbon emissions. This initiative leverages existing gas infrastructure and aligns with global clean energy goals. Technical feasibility, infrastructure requirements, and safety protocols are currently under evaluation.

 Reduction in Diesel and Petrol Consumption

In the last financial year, the Company replaced three diesel-powered vehicles with electric vehicles (EVs), resulting in a 27% reduction in diesel consumption and a 9% reduction in petrol consumption. This marks a key milestone in the ongoing transition to a cleaner and more sustainable transport fleet.

 Transition from Furnace Oil to Natural Gas

A structured initiative is underway to replace Furnace Oil with Natural Gas in operations. This shift is expected to reduce Scope 1 GHG emissions, improve combustion efficiency, and ensure compliance with evolving environmental norms.

 Use of In-Plant Trucks for Efficient Transport

Introduced a 12 MT capacity truck to enhance internal logistics efficiency, along with two battery-operated forklifts, contributing to a reduction in diesel consumption.

 Tree Plantation Drive within Plant Premises

As part of its carbon offset initiatives and commitment to biodiversity, the Company undertook the plantation of 1,061 trees within the plant premises during the year. This effort enhances green cover, supports ecological balance, and aids in long-term carbon sequestration.

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview Statutory Reports

9. Provide details related to waste management by the entity, in the following format:

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FY 2024-25 FY 2023-24
Parameter
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) 249.9 208.14
E-waste (B) 8.9 2.32
Bio-medical waste (C) 0.0027 0.003312
Construction and demolition waste (D) - 5
Battery waste (E) 4 -
Radioactive waste (F) Nil Nil
Other Hazardous waste. Please specify, if any. (G) 65.1 40.44
(Oil waste, oil drums waste, cotton waste & Chemical
waste)
Other Non-hazardous waste generated (H) . Please 4,423.4 9160.504
specify, if any. (Garbage, paper waste, process waste,
metallic scrap, electrical waste, old machinery, refractory
waste, wood waste, horticulture waste.)
Total (A+B + C + D + E + F + G + H) 4,751.3 9416.41
Waste intensity per rupee of turnover (Total waste 0.0000002 0.0000004
generated (Metric Tonnes) / Revenue from operations)
Waste intensity per rupee of turnover adjusted for 0.000005 0.000009
Purchasing Power Parity (PPP) (Total waste generated
(Metric Tonnes) / Revenue from operations adjusted
for PPP)
Waste intensity in terms of physical output 0.05 0.14
(Metric Tonnes/Metric Tonnes)
- -
Waste intensity (optional) – the relevant metric may be
selected by the entity
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For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)

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Category of waste
(i) Recycled 2,508.3 1,332.77
(ii) Re-used 2,199.2 7,728.87
(iii) Other recovery operations 0 0
Total 4,707.5 9,061.64
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 0.4 0.0033
(ii) Landfilling 43.2 349.76
(iii) Other disposal operations 0 5
Total 43.6 354.76
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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

At HEG Limited, we are committed to responsible and sustainable waste management as part of our broader environmental stewardship goals. Our approach is guided by a comprehensive Waste Management Policy, aligned with the globally recognized “waste hierarchy” approach, which emphasizes:

• Prevention of waste generation

• Reuse of materials where feasible

• Recycling of recoverable waste

• Safe and compliant disposal of residual waste

We have established structured procedures for the collection, segregation, storage, and disposal of different categories of waste, in strict compliance with applicable environmental laws and regulations.

Hazardous wastes generated at our facilities are carefully identified, safely segregated, and stored in designated areas before being handed over to authorized agencies certified by the State Pollution Control Board for environmentally sound disposal. Regular monitoring and analysis of hazardous waste streams are conducted to ensure regulatory compliance and to explore opportunities for source reduction.

In addition to the Waste Management Policy, the Company has also adopted the following supporting policies to reinforce its waste and resource management practices:

• Waste Disposal Policy

• E-Waste Management Policy

• Water Resources Management Policy

• Waste Water Management Policy

These policies collectively reflect our commitment to managing all forms of waste in a safe, efficient, and environmentally responsible manner.

1. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format:

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Location of Whether the conditions of environmental approval
S. Type of
operations/ / clearance are being complied with? (Y/N) If no, the
No. Operations
offices reasons thereof and corrective action taken, if any.
Not Applicable, as the Company does not have any operations/offices in/around ecologically sensitive areas.
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
EIA Whether conducted by Results communicated
Name and brief Relevant
Notification Date independent external in public domain
details of project Web link
No. agency (Yes / No) (Yes / No)
No environmental impact assessment of projects was undertaken by the Company during the current Financial Year.
Hence, this requirement is not applicable.
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act
and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
Yes, HEG Limited has complied with the applicable environmental laws/regulations/guidelines applicable in India.
Any fines / penalties / action
Specify the law / regulation/ Provide details Corrective
S. taken by regulatory agencies
guidelines which was not of the non- action taken,
No. such as pollution control boards
complied with compliance if any
or by courts
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Not Applicable, since there is no non-compliance with the applicable environmental laws/ regulations/ guidelines in India.

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Corporate Overview Statutory Reports Financial Statements

Leadership Indicators

1. Water withdrawal, consumption, and discharge in areas of water stress (in kilolitres):

2. For each facility / plant located in areas of water stress, provide the following information:

3. (i) Name of the area: N.A.

4. (ii) Nature of operations: N.A.

5. (iii) Water withdrawal, consumption, and discharge in the following format:

Not Applicable, as we do not have any operations in areas of water stress.

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FY 2024-25 FY 2023-24
Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
- -
(i) Surface water
- -
(ii) Groundwater
(iii) Third party water - -
- -
(iv) Seawater / desalinated water
- -
(v) Others
- -
Total volume of water withdrawal (in kilolitres)
- -
Total volume of water consumption
(in kilolitres)
- -
Water intensity per rupee of turnover
(Water consumed / turnover)
- -
Water intensity (optional) – the relevant metric
may be selected by the entity
Water discharge by destination and level of treatment (in kilolitres)
- -
(i) Into Surface water
- No treatment - -
- With treatment – please specify level of treatment - -
- -
(ii) Into Groundwater
- No treatment - -
- With treatment – please specify level of treatment - -
- -
(iii) Into Seawater
- No treatment - -
- With treatment – please specify level of treatment - -
(iv) Sent to third-parties - -
- No treatment - -
- With treatment – please specify level of treatment - -
- -
(v) Others
- No treatment - -
- With treatment – please specify level of treatment - -
Total water discharged (in kilolitres) - -
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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Not Applicable

1. Please provide details of total Scope 3 emissions & its intensity, in the following format:

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FY 2024-25 FY 2023-24
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 3 emissions (Break-up of Metric tonnes 3,60,639 3,60,255
the GHG into CO2, CH4, N2O, HFCs, PFCs, of CO2
SF6, NF3, if available) Equivalent
Total Scope 3 emissions per rupee of 0.00002 0.00002
turnover
- -
Total Scope 3 emission intensity
(optional) – the relevant metric may be
selected by the entity
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Note: The following categories of Scope 3 greenhouse gas (GHG) emissions have been assessed and reported:

• Category 1 Purchased goods and services

• Category 2 Capital goods

• Category 3 Fuel and energy related emissions

• Category 4 Upstream transportation

• Category 5 Waste generated in operations

• Category 6 Business travel

• Category 7 Employee commute

• Category 9 Downstream transportation

*Scope 3 emissions for the previous reporting year were not disclosed in the BRSR of that year as the data collection and assessment were ongoing at the time of reporting. Subsequent to the end of the previous reporting year, the Company completed a comprehensive evaluation of its Scope 3 emissions. The calculated figures have now been included in the current year’s BRSR under the section for previous year’s data to ensure continuity, transparency, and completeness in disclosure.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. No

1. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

2. Not Applicable, as the Company does not have any operations/offices in/around ecologically sensitive areas.

3. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format:

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Sr. Initiative Details of the initiative (Web-link, if
Outcome of the initiative
No undertaken any, may be provided along-with summary)
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1.	Installation of Solar	The Company successfully commissioned a 3 MW	-	Energy consumption	from
	Power Plants	solar power plant in the previous fnancial year.		renewable sources increased
		This initiative is part of the Company’s strategic		by 4% as compared to last	year.
		transition toward clean energy and sustainable operations, signifcantly reducing reliance on grid-based electricity, which is primarily fossil-fuel dependent.	-	Enhanced renewable energy capacity, contributing to improved energy efciency and climate resilience.
		Building on this success, the company has initiated
		the installation of an additional 2.4 MW solar power
		plant, currently under execution. Once operational,
		this will further increase the share of renewable
		energy in the Company’s energy mix and contribute
		to long-term emission reductiongoals.

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Corporate Overview Statutory Reports Financial Statements

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Sr. Initiative Details of the initiative (Web-link, if
Outcome of the initiative
No undertaken any, may be provided along-with summary)
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1. Replacement of In line with our commitment to reducing fossil - Achieved diesel savings of 15.5 Diesel Vehicles with fuel consumption and vehicular emissions, the kilolitres (KL) in FY 2024–25, Electric Vehicles (EVs) Company began transitioning its internal fleet representing a 26.8% reduction from diesel-powered to electric vehicles. During compared to FY 2023–24. the previous reporting period, three diesel - Direct contribution to reduced vehicles were replaced with electric alternatives, Scope 1 emissions from mobile contributing to more sustainable operations and a combustion sources. reduction in Scope 1 emissions.

2. Introduction of a 12 To improve internal logistics efficiency and - Diesel consumption reduced MT Capacity In-Plant optimize material handling within the facility, the from 3.9 to 3.8 litres per Transport Truck and Company introduced a 12 MT capacity in-plant Finished MT over the last six Battery-Operated transport truck along with two battery-operated months. Forklifts forklifts. These additions have enhanced intraProjected annual diesel savings plant movement and operational productivity, of approximately 10,000 supporting the Company’s broader objective litres, contributing to lower of reducing fuel consumption and improving operating costs and emissions. resource efficiency.

   • Improved internal logistics and reduced environmental impact of plant operations.

3. Afforestation and As part of its commitment to environmental - A total of 1,061 saplings were Biodiversity Efforts stewardship and biodiversity conservation, the planted during the reporting Company undertook targeted afforestation period. activities during the reporting period. The initiative - The effort contributes to focused on enhancing green cover in and around biodiversity enhancement, its operational areas, aiming to improve local carbon sequestration, and ecological balance and support habitat restoration microclimate improvement in efforts. the region.

4. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.

5. We at HEG Limited have a Business Continuity Policy and Onsite Emergency Plan. The purpose of having such Policy and Plan is to make sure that, in the event of an occurrence that might disrupt or endanger the Company, all business operations can be maintained at normal or nearly normal performance levels.

6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard.

The Company, being engaged in manufacturing operations, is part of a broad value chain involving upstream and downstream partners such as raw material suppliers, service providers, logistics partners, and customers. It is acknowledged that the various stages of this value chain may have environmental impacts, including emissions, resource consumption, and waste generation.

At present, the Company has not identified or disclosed any specific significant adverse environmental impacts arising directly from its value chain. However, recognizing the potential for such impacts, the Company is taking steps to promote environmental responsibility across its operations and among its value chain partners.

Some of the mitigation and adaptation measures undertaken include encouraging sustainable sourcing practices, complying with relevant environmental regulations, optimizing resource usage, and fostering greater awareness among suppliers and partners regarding sustainability goals. The Company remains committed to continuously improving its environmental performance and strengthening its value chain through collaborative and sustainable practices.

1. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.

2. 79.6% of Upstream Value Chain Partners (by value of business done with such partners) were assessed for environmental impacts.

3. How many Green Credits have been generated or procured:

4. a. By the listed entity: The Company has generated 71,180 Renewable Energy Certificates (RECs) for the FY 2024-25.

5. b. By the top ten (in terms of value of purchases and sales, respectively) value chain partners: According to SEBI’s circular issued on 28 March 2025, Green Credits has been identified as a new non-mandatory leadership indicator. HEG is committed to incorporate this in Value Chain Partners disclosures from FY 2025-26 onwards, in line with SEBI’s guidelines.

PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent

Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations.

   • 6

2. b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to.

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Reach of trade and industry
S. Name of the trade and industry
chambers/ associations
No. chambers/ associations
(State/National)
1 Federation of Indian Export Organisations (FIEO) National
2 Chemical and Allied Export Promotion Council (CAPEXIL) National
3 PHD Chamber of Commerce and Industry (PHDCCI) National
4 Federation of India Chambers of Commerce and Industry (FICCI) National
5 Confederation of Indian Industry (CII) National
6 Quality Circle Forum of India National
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1. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on adverse orders from regulatory authorities. Name of authority Brief of the case Corrective action taken Not Applicable, since the Company has not received any adverse order from any regulatory authorities on any issues relating to anti-competitive conduct.

Leadership Indicators

1. Details of public policy positions advocated by the entity:

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----- Start of picture text -----

Whether
Frequency of Review by
Method information
S. Public Policy Board (Annually/Half Web Link,
resorted for such available in
No. Advocated yearly/Quarterly/Others- if available
advocacy public domain?
please specify)
(Yes/No)
----- End of picture text -----

HEG Limited is a member of various industrial and trade bodies and is part of task forces and forums within these bodies, wherein the Company actively participates in these forums to promote and pursue numerous issues that are in the greater interests of its stakeholders, industry as a whole, economy, society and general public.

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Financial Statements

Corporate Overview Statutory Reports

PRINCIPLE 8 Businesses should promote inclusive growth and equitable development

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.

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----- Start of picture text -----

Whether conducted
SIA Results communicated
Name and brief Date of by independent Relevant
Notification in public domain
details of project notification external agency Web link
No. (Yes/No)
(Yes/No)
Not Applicable, as there were no projects that required SIA based on applicable laws in the current year.
Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity, in the following format:
Name of Project No. of Project % of PAFs Amounts paid to
S.
for which R&R is State District Affected Families covered by PAFs in the FY
No.
ongoing (PAFs) R&R (In INR)
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1. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format:

Not Applicable, as there were no projects requiring R&R.

1. Describe the mechanisms to receive and redress grievances of the community.

2. Grievances from the community can be submitted via email to heg.mbp@lnjbhilwara.com. Additionally, community members may approach the Human Resources team at any of the Company’s plant locations to raise concerns or submit complaints.

3. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

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FY 2024-25 FY 2023-24
Current Financial Year Previous Financial Year
Directly sourced from MSMEs/ small producers 9.85% 18.93%
Directly from within India 32.34% 41.43%
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*The previous year’s figures have been revised and restated.

Note: For this Indicator, the Company has considered only input materials, excluding services and capital procurement items.

1. Job creation in smaller towns – Disclose wages* paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost

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FY 2024-25 FY 2023-24
Location
Current Financial Year Previous Financial Year
Rural 2% 2%
Semi-Urban 90% 89%
Urban - -
Metropolitan 8% 9%
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(Place to be categorized as per RBI classification system – rural / semi – urban / urban / metropolitan)

*The aforesaid calculations have been provided on the basis of Cost to the Company.

Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above):

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----- Start of picture text -----

|||
|---|---|
|Details of negative|Corrective|
|social impact identified|action taken|
|Not Applicable, as there were no projects that required SIA based on applicable laws in the current year.|

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1. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies:

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----- Start of picture text -----

||||||
|---|---|---|---|---|
|S.|
|State|Aspirational District|Amount Spent (In|D|)|
|No.|
|The Company has not undertaken any CSR projects in designated aspirational districts as identified by the|
|government bodies during the current financial year.|

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• 3 (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? (Yes/No)

  • No, as of now the Company does not have a preferential procurement policy where it gives preference to purchase from suppliers comprising marginalized/vulnerable groups.

• (b) From which marginalized /vulnerable groups do you procure? Not Applicable.

• (c) What percentage of total procurement (by value) does it constitute? Not Applicable.

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4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge:
S. Intellectual Property based Owned Acquired Benefit shared Basis of calculating
No. on traditional knowledge (Yes/No) (Yes/No) benefit share
Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved.
Name of authority Brief of the Case Corrective action taken
Not Applicable
6. Details of beneficiaries of CSR Projects:
% of beneficiaries from
S. No. of persons benefitted
No. [CSR Projects] from CSR Projects vulnerable and marginalized
groups
1 Apna Ghar Ashram 550 100%
2 Akshay Patra Foundation 50,000 100%
3 Global Vikas Trust 25,700 100%
4 Graphite Higher Secondary School 1,900 12%
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*Note: Includes 66 as School staffs

PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

2. The Company has established robust mechanisms to receive, address, and monitor consumer complaints and feedback in a timely and effective manner. All consumer complaints are handled in accordance with a well-defined Standard Operating Procedure (SOP), ensuring that every complaint is acknowledged and responded to within 48 hours. To enhance customer experience and responsiveness, the Company has implemented a formal Grievance Redressal Policy supported by a dedicated customer service team. This team is responsible for managing and resolving grievances efficiently and works in close coordination with senior management to escalate issues where necessary. In addition, the Company regularly collects and reviews customer satisfaction feedback to identify areas for improvement. Insights from this feedback help the organization enhance its processes, policies, and employee interactions, ensuring continuous improvement in customer service.

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Corporate Overview Statutory Reports Financial Statements

1. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

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----- Start of picture text -----

|||
|---|---|
|As a percentage of total turnover|
|Environmental and social parameters relevant to the product.|100%|
|Safe and responsible usage|100%|
|Recycling and/or safe disposal|100%|

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1. Number of consumer complaints in respect of the following:

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FY 2024-25 (Current FY 2023-24 (Previous
Financial Year) Financial Year)
Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data privacy Nil Nil - Nil Nil -
Advertising Nil Nil - Nil Nil -
Cyber-security Nil Nil - Nil Nil -
Delivery of Nil Nil - Nil Nil -
essential Services
Restrictive Trade Nil Nil - Nil Nil -
Practices
Unfair Trade Nil Nil - Nil Nil -
Practices
Others (Technical 50 45 1. Closure is in progress 19 0 -
Complaints) for 11 cases.
2. Improved material
has been supplied
and is currently
under evaluation at
the customer’s end;
feedback is awaited.
3. Further dispatches
are planned in certain
cases based on
ongoing assessments
and customer
coordination.
4. In a few cases, there
has been limited or
no response from
the customer despite
follow-up efforts.
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*The number of customer complaints disclosed for the previous year (FY 2023-24) has been revised and restated to include three additional complaints that were subsequently registered for FY 2023-24 only, based on confirmation received from the customer.

**All customer complaints that were disclosed as pending resolution as at the end of FY 2023-24 have been subsequently addressed and closed as of the reporting date.

1. Details of instances of product recalls on account of safety issues:

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|||
|---|---|
|Number|Reasons for recall|
|Voluntary recalls|Nil|
|Not Applicable|
|Forced recalls|Nil|

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1. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy.

2. Yes, the Company has a Policy on Cyber Security and risks related to data privacy, which can be accessed at http:// hegltd.com/Policies/Group_IT_Policy.pdf

3. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

4. Not Applicable, as neither any complaints with respect to advertising, delivery of essential services, cyber security and data privacy of customers, re-occurrence of instances of product recalls were received during the reporting period nor any penalties were paid to, or actions were taken by regulatory authorities on account of safety of products / services.

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|||
|---|---|
|7.|Provide the following information relating to data breaches:|
|a. Number of instances of data breaches|No instances of data breaches were identified.|
|b. Percentage of data breaches involving personally|Not Applicable, as no instances of data breaches were|
|identifiable information of customers|identified.|
|c. Impact, if any, of the data breaches|Not Applicable, as no instances of data breaches were|
|identified.|

----- End of picture text -----

Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).

2. Information on products and services of the Company can be accessed at the Company’s official website i.e., www.hegltd.com

3. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.

4. The Company is committed to promoting the safe, efficient, and responsible usage of its products and services. To this end, several proactive steps are taken to inform and educate consumers, which include:

5. Customer Training Programs: The Company conducts training sessions to educate customers on the effective use of its products, with a particular focus on process efficiency and optimal energy utilization.

6. Value-Added Services: As part of its customer support, the Company offers complimentary services that include special application analyses. These help customers optimize product use and reduce energy consumption.

7. Material Safety Data Sheets (MSDS): All relevant products are accompanied by MSDS that provide comprehensive information on safe handling, storage, usage, and disposal to ensure user safety and regulatory compliance.

   • Product Marking: Clear and standardized markings are used on products to communicate key information such as weight, dimensions, and location-specific details to assist in correct installation and usage.

9. Handling and Packing Instructions: Every shipment includes detailed instructions on safe methods for handling, packing, and unpacking the products to minimize the risk of damage or injury.

10. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

11. The Company has established a robust Business Continuity Plan (BCP) to proactively manage and respond to any potential disruptions or discontinuation of its services.

In the event of any risk or occurrence of service disruption, the Company promptly informs affected customers through appropriate communication channels, which may include direct emails, official letters, phone calls, or updates via digital platforms, depending on the nature and urgency of the situation.

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1. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable). If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)

Yes, the Company displays product information beyond what is legally mandated. Each product is assigned a unique identification number to ensure complete traceability up to the point of end use. Product packaging is also labelled with essential information such as safe handling instructions, product specifications, origin details, and treatment stamps (e.g., for wood, where applicable), to support responsible usage and enhance transparency for customers.

Yes, the Company conducts structured customer satisfaction surveys covering its major products and operations. These surveys are conducted through a standardized questionnaire, and customer feedback is systematically collected and analyzed. The insights gained help the Company better understand customer expectations and are used as key inputs for strategic planning and investment decisions.

The surveys typically assess performance on the following parameters:

• Product Quality

• Delivery Performance

• Container Stuffing

• Packaging

• Technical Support (Material & Operations)

• Documentation

• Responsiveness in Communication

Financial Statement

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Independent Auditors’ Report

To the Members of

HEG Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of HEG Limited (‘the Company’), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash flows for the year then ended and notes to the Standalone financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as “the Standalone financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the Standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key Audit Matter(s)

Key Audit Matters are those matters that in our professional judgment were of most significance in our audit of the Standalone Financial Statements for the year ended March 31, 2025. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our report.

S. No. Key audit matter Auditor’s Response 1. Assessment of Provisions and Contingent Our audit procedures involved the following:: liabilities in respect of litigations including  Direct and Indirect Taxes, various claims filed by other parties not acknowledged as debt

Our audit procedures involved the following::

• Obtaining an understanding of the process of identification of claims, litigations, arbitrations and contingent liabilities, and internal control relevant to the audit in order to design our audit procedures that are appropriate in the circumstances.

There is high level of judgement required in estimating the level of provisioning. Accordingly, unexpected adverse outcomes may significantly impact the company’s reported profit and state of affairs presented in the Balance Sheet.

• Obtained the list of litigations including for direct and indirect taxes and other claims against the Company and discussed and analysed material legal cases with the Company’s personnel handling these cases.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

• Reviewed with the management and their Counsels the assessment of the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts.

• Examining recent orders and/or communication received from various tax authorities/ judicial forums and follow up action thereon.

• Evaluating the merit of the subject matter under consideration with reference to the grounds presented therein and available independent legal / tax advice including opinion of internal tax experts.

• Evaluating management's assumptions and estimates relating to the recognition of the provisions for disputes and disclosures of contingent liabilities in the financial statements.

• Assessing the adequacy of the disclosures with regard to facts and circumstances of the legal matters.

If, based on the work we have performed we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Annual Report but does not include the Standalone Financial Statements and our auditor’s report thereon.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the management and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

Board of directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

• (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

• (g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

Report on Other Legal and Regulatory Requirements

• (a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note 38 to the Standalone Financial Statements.

• As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of sub section (11) of section 143 of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

  • (b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• (A) As required by Section 143(3) of the Act, based on our audit, we report, that:

• (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

• (c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

• (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

• (d) (i) The management has

• examination of those books. represented that, to the best

• (c) The Standalone Balance sheet, the of its knowledge and belief, Standalone statement of profit and loss no funds have been advanced including other comprehensive income, or loaned or invested (either Standalone statement of changes in equity from borrowed funds or share and the Standalone statement of cash flows premium or any other sources or dealt with by this Report are in agreement kind of funds) by the Company with the books of account. to or in any other person or entity, including foreign

• (d) In our opinion, the Standalone Financial entities (“Intermediaries”), with

• Statements comply with the Indian the understanding, whether

• Accounting Standards specified under recorded in writing or otherwise,

• Section 133 of the Act, read with the that the Intermediary shall,

• Companies (Indian Accounting Standards) whether, directly or indirectly,

• Rules, 2015, as amended. lend or invest in other persons or

• (e) On the basis of the written representations entities identified in any manner received from the directors as on whatsoever by or on behalf March 31, 2025 taken on record by the of the Company (“Ultimate

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  - Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (iii) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

• (e) The final dividend declared and paid during the year by the Company is in accordance with Section 123 of the Act.

Place: Noida Date: May 19, 2025

     - As stated, in Note 42 of the Standalone Financial Statements, the Board of Directors of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with the Section 123 of the Act, as applicable.

  - (f) Based on our examination, which included test checks and according to the information and explanations given to us, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

• (B) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

• In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V of the Act.

For SCV & Co. LLP

Chartered Accountants Firm Registration No. 000235N/N500089

Sunny Singh

Partner

Membership No. 516834 ICAI UDIN:25516834BMMNCX2028

“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of HEG Limited of even date)

• i. (a) (A) The Company has maintained proper verified by the management during the year at records showing full particulars, including reasonable intervals, except for goods-in-transit, quantitative details and situation of stocks lying with third parties and materials-inProperty, Plant and Equipment and relevant transit. In our opinion and based upon details of Right-of-Use Assets. information and explanations given to us, the coverage and procedure of such verification by

• (B) The Company has maintained proper the Management is appropriate having regard

• records showing full particulars of to size of the Company and the nature of its

• Intangible Assets. operations. For stocks held with third parties at

• (b) The Company has adopted a policy of physical the year-end, written confirmations have been verification of all the items of Property, Plant and obtained and in respect of goods in transit, the Equipment so to cover all the items in a phased goods have been received subsequently to the manner over a period of three years which, in year-end or confirmation have been obtained in our opinion, is reasonable having regard to the most of the cases. No discrepancies of 10% or size of the Company and the nature of its assets. more in the aggregate for each class of inventory Pursuant to the program, Property, Plant and have been noticed on physical verification of Equipment of Graphite division were physically inventories when compared with books of verified by the management during the year. account.

• (b) The Company has adopted a policy of physical verification of all the items of Property, Plant and Equipment so to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, Property, Plant and Equipment of Graphite division were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification and have been properly dealt with in the books of accounts.

• (b) The Company has been sanctioned working capital limits in excess of H 5 Crore, in aggregate, during the year, from banks on the basis of security of current assets. Based on our verification, quarterly returns or statements filed by the company with such banks are in agreement with the books of account. However, the Company has not filed quarterly returns or statements for the quarter ended March 31, 2025 with such banks and accordingly, to this extent, the question of our commenting on whether these returns or statements are in agreement with the books of account of the Company does not arise.

• (c) Based on our examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in the Standalone Financial Statements included under Property, Plant and Equipment, Right-of-Use Assets and Investment Properties are held in the name of the Company as at the balance sheet date.

• iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided any guarantee or security or granted advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties during the year. The Company has given unsecured loans to the employees and has made investments in companies and mutual funds schemes during the year, in respect of which the requisite information is as below:

• (d) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) or Intangible Assets during the year.

• (e) Based on the information and explanations given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

• (a) Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans to the employees as below:

• ii. (a) According to the information and explanations given to us, the inventories have been physically

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Particulars	Amount (Din Lakhs)
Aggregate amount of loan	141.38
given duringtheyear
Balance outstanding as at	180.22
31stMarch, 2025

The Company has not provided any loans or guarantee or security to any other entity during the year.

• (b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion, the investments made and the terms and conditions of the grant of loans are, prima facie, not prejudicial to the interest of the Company.

• (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the repayment of principal and payment of interest has been stipulated and the repayments /receipts have been regular.

• (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given.

• (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to same parties.

• (f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans either repayable on demand or without specifying any terms or period of repayment.

• iv. According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has not provided any loan, guarantee or security as specified under Sections 185 and 186 of the Act. In respect of the investments made by the Company, in our opinion, the provisions of Section 186 of the Act have been complied with.

• v. According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the Rules framed thereunder.

• vi. The maintenance of cost records have been specified by the Central Government under section 148(1) of the Companies Act, 2013 in respect of its products. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of such records with a view to determine whether they are accurate or complete.

• vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other applicable statutory dues as at March 31, 2025 for a period of more than six months from the date they became payable.

• (b) According to the information and explanations given to us and the records of the Company examined by us, the details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2025 on account of disputes are given below:

==> picture [416 x 319] intentionally omitted <==

----- Start of picture text -----

Amount
S. Name of Period to which the Forum where the
Nature of Dues unpaid
No. Statute amount relates dispute is pending
( D in Lakhs)
1 Central Excise Excise Duty 248.34 2002-03, 2004-05, CESTAT, New Delhi
Act, 1944 2005-06, 2006-07,
2007-08
Excise duty 1.42 2004-05 Hon’ble High Court, Jabalpur
2 Income Tax Income Tax 100.00 1999-2000 CIT (Appeals), Bhopal
Act, 1961 Income Tax 516.00 2002-03 and 2003-04, Hon’ble High Court, Jabalpur
Tax deducted at 279.43 2014-15, 2015-16, CIT (Appeals), Ahmedabad
source 2016-17,
3 Central Sales Central Sales Tax 21.30 2003-04 Hon’ble High Court, Jabalpur
Tax Act, 1956 Central Sales Tax 334.24 2016-17, 2017-18 Appellate Tribunal, Bhopal
4 Madhya Entry Tax 70.02 2009-10, 2010-11, Commissioner (Appeal), Bhopal
Pradesh 2014-15
Parvesh Kar
Entry Tax 15.23 2012-13 Appellate Tribunal, Bhopal
Adhiniyam,
1976 Entry Tax 28.98 1997-98, 2003-04, Hon’ble High Court, Jabalpur
2007-08, 2008-09
5 Chhattisgarh VAT 3.04 2006-07 Commissioner (Appeals), Raipur
Commercial
VAT 1.51 1992-93 Appellate Tribunal, Raipur
Tax
Entry Tax 9.79 2005-06 Appellate Tribunal, Raipur
Entry Tax 12.00 2007-08 Commissioner (Appeals), Raipur
6 Goods and Goods and 36.71 2017-18 Commissioner (Appeals), Bhopal
Service tax Service tax
Act, 2017
----- End of picture text -----

• viii. According to the information and explanations given to us and records of the company examined, there are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

  • term loan during the year and there are no outstanding term loans at the beginning of the year and accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.

• (d) Based on our overall examination of the Standalone Financial Statements of the Company, funds raised on short term basis have, prima facie, not been used during the year for long-term purposes by the Company.

• ix. (a) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

• (e) According to the information and explanations given to us and on an overall examination of the Standalone Financial Statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of subsidiary and associates. Further the Company does not hold investment in any joint venture during the year ended March 31, 2025.

• (b) According to the information and explanations given to us, the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

• (c) According to the information and explanations given to us, the Company has not taken any

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• xvii. The company has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

• (f) According to the information and explanations xiii. In our opinion and according to the information and given to us and procedures performed by us, explanations given to us and based on our examination we report that the Company has not raised of records, the Company is in compliance with Section loans during the year on the pledge of securities 177 and 188 of the Companies Act, 2013 with respect held in its subsidiary companies and associate to applicable transactions with the related parties and companies. The Company does not hold the details of related party transactions have been investment in any joint venture during the year disclosed in the Standalone Financial Statements as ended March 31, 2025. required by the applicable accounting standards.

  • xviii. There has been no resignation of the statutory auditors of the Company during the year and accordingly requirement to report on clause 3 (xviii) of the Order is not applicable to the Company.

  • xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance

• xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

• x. (a) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3 (x)(a) of the Order is not applicable to the Company.

   - (b) We have considered the reports of internal auditor for the period under audit, issued to the Company during the year and till date.
  

  • xv. According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or person connected with them. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.

• (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally convertible) during the year and accordingly reporting under clause 3(x)(b) of the Order is not applicable to the Company.

• xi. (a) According to the information and explanations given to us and based on our examination of records, no fraud by the Company and no material on the Company has been noticed or reported during the year nor have we been informed of any such case by the management.

• xvi. (a) Based on the information and explanations given to us, in our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly clause 3(xvi) (a) of the Order is not applicable to the Company.

• (b) According to the information and explanations given to us and based on our examination of records, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT - 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

• (b) Based on information and explanation given to us, the company has not conducted Non-Banking Financial or Housing Finance activities during Place: Noida the year. Accordingly, the requirement to report Date: May 19, 2025 on clause 3(xvi) (b) of the order is not applicable to the Company.

• (c) Based on information and explanation given to us, the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, and accordingly reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

• (c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company.

• (d) According to the information and explanations given to us, there is no Core Investment Company as a part of the Group, We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Accordingly, the requirement to report on clause 3 (xvi) (d) of the Order is not applicable to the Company.

• xii. According to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx. (a) In our opinion and according to the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility (CSR), other than on-going projects, requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act.

• (b) In our opinion and according to the information and explanations given to us, in respect of on-going projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a special account within a period of 30 days from the end of the financial year in compliance with the provision of section 135(6) of the Act.

• xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in the report.

For SCV & Co. LLP

Chartered Accountants Firm Registration No. 000235N/N500089

Sunny Singh

Partner

Membership No. 516834 ICAI UDIN:25516834BMMNCX2028

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“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of HEG Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting with reference to the Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to the Standalone Financial Statements of HEG Limited (“the Company”) as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls with reference to the Standalone Financial Statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting with reference to Standalone Financial Statements

A company’s internal financial control with reference to the Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Standalone Financial Statements includes those policies and procedures that:

Auditors’ Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

• (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

• (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating

Inherent Limitations of Internal Financial Controls with reference to the Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Place: Noida Date: May 19, 2025

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to the Standalone Financial Statements and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SCV & Co. LLP

Chartered Accountants Firm Registration No. 000235N/N500089

Sunny Singh

Partner Membership No. 516834 ICAI UDIN:25516834BMMNCX2028

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Standalone Balance Sheet

as at March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Note As at As at
Particulars
No. March 31, 2025 March 31, 2024
ASSETS
1. Non-current assets
(a) Property, plant and equipment 4 1,88,698.32 1,76,753.61
(b) Capital work-in-progress 5 2,087.19 19,440.46
(c) Right-of-use-asset 6 624.64 689.28
(d) Investment property 7 647.60 690.69
(e) Intangible assets 8 110.86 114.86
(f) Intangible assets under development 8a 49.21 -
(g) Financial assets
(i) Investments 9 88,647.79 67,249.50
(ii) Loans 11 97.13 88.08
(iii) Other fnancial assets 12 5,219.22 4,627.16
(h) Income tax assets (net) 25A 10,455.53 10,507.56
(i) Other non-current assets 13 1,393.44 1,525.31
Total non-current assets 2,98,030.93 2,81,686.51
2. Current assets
(a) Inventories 14 1,25,463.80 1,19,415.23
(b) Financial assets
(i) Investments 9 34,481.02 32,360.76
(ii) Trade receivables 10 43,994.29 50,824.88
(iii) Cash and cash equivalents 15 2,365.25 11,015.43
(iv) Bank balances other than (iii) above 16 9,478.07 27,318.37
(v) Loans 11 83.09 65.91
(vi) Other fnancial assets 12 6,825.44 4,752.39
(c) Other current assets 13 13,859.72 14,246.03
Total current assets 2,36,550.68 2,59,999.00
Total assets 5,34,581.61 5,41,685.51
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 17 3,859.59 3,859.59
(b) Other equity 18 4,12,093.07 4,10,648.70
Total equity 4,15,952.66 4,14,508.29
Liabilities
1. Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 21A 80.26 127.34
(b) Provisions 22 529.18 489.03
(c) Deferred tax liabilities (net) 23 9,411.60 9,603.73
(d) Other non-current liabilities 24 494.69 418.42
Total non-current liabilities 10,515.73 10,638.52
2. Current liabilities
(a) Financial liabilities
(i) Borrowings 19 58,485.65 61,937.81
(ia) Lease liabilities 21A 47.07 51.07
(ii) Trade payable
-Total outstanding dues of micro enterprises and small enterprises 20 1,079.19 846.72
-Total outstanding dues of creditors other than micro enterprises and 20 38,760.94 41,681.71
small enterprises
(iii) Other fnancial liabilities 21B 6,185.23 9,076.82
(b) Other current liabilities 24 1,704.12 1,351.28
(c) Provisions 22 430.11 421.25
(d) Current tax liabilities (net) 25B 1,420.91 1,172.04
Total current liabilities 1,08,113.22 1,16,538.70
Total liabilities 1,18,628.95 1,27,177.22
Total equity and liabilities 5,34,581.61 5,41,685.51
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See accompanying notes to the standalone financial statements

As per our report of even date attached For and on behalf of the Board of Directors For SCV & Co. LLP

For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

Standalone Statement of Profit and Loss

for the year ended March 31, 2025

(All amounts are inHLakhs unless otherwise stated)	(All amounts are inHLakhs unless otherwise stated)
Particulars Note No.	For the year ended March 31, 2025 For the year ended March 31, 2024
I. Revenue from operations 26	2,15,270.91 2,39,490.36
II. Other income 27	12,667.79 14,166.98
III. Total income (I + II)	2,27,938.70 2,53,657.34
IV. Expenses:
Cost of materials consumed 28	95,472.60 1,09,299.68
Changes in inventories of fnished goods and work-in-progress 29	(5,096.94) 5,839.04
Employee beneft expenses 30	9,718.25 9,479.87
Finance costs 31	3,919.64 3,573.86
Depreciation and amortisation expense 32	20,054.43 17,465.14
Other expenses 33	89,089.42 76,475.73
Total expenses (IV)	2,13,157.40 2,22,133.32
V. Proft before tax (III - IV)	14,781.30 31,524.02
VI. Tax expense:
(1) Current tax 34	4,944.59 7,564.12
(2) Earlier years tax adjustment 34	(103.36) (106.76)
(3) Deferred tax 34	(191.16) 912.35
Total tax expense (VI)	4,650.07 8,369.71
VII. Proft for the year (V-VI)	10,131.23 23,154.31
VIII. Other comprehensive income
Items that will not be classifed to proft or loss
(i) Remeasurement of employee defned beneft plan 35	(3.84) 46.57
(ii) Tax expense relating to items that will not be reclassifed to proft or loss 34	0.97 (11.72)
Total other comprehensive income for the year	(2.87) 34.85
IX. Total comprehensive income for the year (VII+VIII) (Comprising proft and other comprehensive income for the year)	10,128.36 23,189.16
Earnings per equity share: (ofD2/- each)
(1) Basic (H) 36	5.25 12.00
(2) Diluted (H) 36	5.25 12.00
See accompanying notes to the standalone fnancial statements As per our report of even date attached For and on behalf of the Board of Directors ForSCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Ofcer Company Secretary Date : May 19, 2025 Membership No. A13263

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Standalone Statement of Cash flows

for the year ended March 31, 2025

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(All amounts are in H Lakhs unless otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 14,781.30 31,524.02
Adjustment for non operating and non cash transactions
Depreciation and amortisation expense 20,054.43 17,465.14
Inventory Write-down (net) 512.49 -
Interest and other financial charges 3,574.50 3,573.86
Net (profit)/loss on property plant and equipment sold / discarded 13.52 (128.60)
Allowance for expected credit losses 129.65 270.42
Liabilities / provisions written back (1,750.04) (5,499.65)
Unrealized (gain)/loss due to effect of exchange rate changes in 296.33 (53.22)
assets and liabilities
Net loss /(gain) on sale/fair valuation of investments measured at fair 4,276.03 (813.98)
value through profit or loss
Dividend income (184.92) (236.49)
Rent income (153.99) (144.89)
Interest income (1,567.70) (4,319.93)
Adjustments for changes in working capital
(lncrease)/decrease in operating assets
(Increase)/decrease in inventories (6,561.06) 24,596.27
(Increase)/decrease in trade receivables 6,595.78 (2,077.39)
(lncrease)/decrease in other non-current financial assets (621.11) (1,093.03)
(lncrease)/decrease in other current financial assets (3,216.63) (2,865.55)
(lncrease)/decrease in other non-current assets (10.76) 5,241.39
(lncrease)/decrease in other current assets 382.47 (5,678.64)
lncrease/(decrease) in operating liabilities
lncrease/(decrease) in trade payables (814.29) 6,454.83
lncrease/(decrease) in other current financial liabilites 226.62 (829.79)
lncrease/(decrease) in non-current provisions 40.15 183.21
lncrease/(decrease) in current provisions 8.86 23.87
lncrease/(decrease) in other non-current liabilites 76.27 48.82
lncrease/(decrease) in other current liabilites 352.84 (612.52)
Cash flows from/(used in) operating activities 36,440.74 65,028.15
Income tax paid (net of refund, if any) (4,540.38) (3,543.33)
Net cash flows from/(used in) operating activities (A) 31,900.36 61,484.82
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Standalone Statement of Cash flows (contd.)

for the year ended March 31, 2025

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(All amounts are in H Lakhs unless otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
B CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of Property plant and Equipment, intangible (18,057.38) (32,220.74)
assets (including Capital work-in-progress / intangible assets under
development) (after adjustment of advances and creditors for capital
expenditure)
Proceeds from sale of property, plant and equipments 321.90 251.90
Investment in fixed/term deposits not considered as cash and cash (16,440.02) (28,334.90)
equivalents
Redemption/maturity of fixed/term deposits not considered as cash 34,234.14 66,724.03
and cash equivalents
Decrease/(increase) in other bank balances not considered as cash 66.18 (2.51)
and cash equivalents
Payment for investments in Subsidiary (7,727.90) (7,000.00)
Payment for purchase of investments (other than Subsidiary) (76,949.19) (58,734.96)
Proceeds from sale of investments 56,738.70 33,044.83
Return of capital from INVIT 143.83 126.85
Rent received 153.99 144.89
Dividend received 184.92 236.49
Interest received 2,694.10 5,261.69
Net cash flows from/(used in) investing activities (B) (24,636.73) (20,502.44)
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds/(repayment) of working capital borrowings (on net basis) (3,763.16) (12,152.92)
(also refer note no. 49)
Interest and other financial charges paid (3,361.10) (3,848.76)
Interest paid on lease liabilities (13.48) (16.84)
Principal payment of lease liabilities (51.08) (44.17)
Dividend paid on equity shares (8,724.99) (16,349.62)
Net cash flows from/(used in) financing activities (C) (15,913.81) (32,412.31)
NET INCREASE/(DECREASE) IN CASH AND CASH (8,650.18) 8,570.07
EQUIVALENTS (A+B+C)
Cash and cash equivalents at the beginning of the year 11,015.43 2,445.36
Cash and cash equivalents at the end of the year 2,365.25 11,015.43
(Refer note 15 of standalone financial statements for components of
cash and cash equivalents)
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Note: The cash flows from operating activities include amount spent towards Corporate Social Responsibility amounting to H 859.23 lakhs (previous year H 1644.49 lakhs)

See accompanying notes to the standalone financial statements

As per our report of even date attached For and on behalf of the Board of Directors For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Standalone Statement of Changes in Equity

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

A) Equity share capital

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As at As at
Particulars
March 31, 2025 March 31, 2024
Balance at the beginning of reporting year 3,859.59 3,859.59
Changes in equity capital during the year - -
Balance at the end of reporting year 3,859.59 3,859.59
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B) Other Equity

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Reserves and Surplus
Capital Total other
Particulars Capital Retained
redemption equity
reserve earnings
reserve
Balance at the beginning of current reporting 3,138.24 2,029.93 4,05,480.53 4,10,648.70
year i.e. April 1, 2024
Profit for the year - - 10,131.23 10,131.23
Other comprehensive income for the year - -
- -
-Remeasurement of defined employee benefit plan (2.87) (2.87)
(net of tax expense)
Dividend distributed during the year - -
- -
-Final dividend for the year ended March 31, 2024 (8,683.99) (8,683.99)
@ H 22.50/-per share
Balance at the end of current reporting year i.e. 3,138.24 2,029.93 4,06,924.90 4,12,093.07
March 31, 2025
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Reserves and Surplus
Capital Total other
Particulars Capital Retained
redemption equity
reserve earnings
reserve
Balance at the beginning of the previous reporting 3,138.24 2,029.93 3,98,694.48 4,03,862.65
year i.e. April 1, 2023
Profit for the year - - 23,154.31 23,154.31
Other Comprehensive Income for the year - -
-Remeasurement of defined employee benefit plan - - 34.85 34.85
(net of tax expense)
Dividend distributed during the year - -
- -
-Final dividend for the year ended March 31, 2023 (16,403.09) (16,403.09)
@ H 42.50/- per share
Balance at the end of previous reporting year i.e. 3,138.24 2,029.93 4,05,480.53 4,10,648.70
March 31, 2024
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See accompanying notes to the standalone financial statements

As per our report of even date attached For and on behalf of the Board of Directors For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

measurement date. Fair value for measurement and/ or disclosure purposes in these Standalone Financial Statements is determined on such a basis, except for measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2.

1. Company Information

HEG Limited (the “Company”) is a public limited company incorporated and domiciled in India, has its registered office at Mandideep, Bhopal, Madhya Pradesh and is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The company is a leading manufacturer and exporter of graphite electrodes in India and operates world’s largest single-site integrated graphite electrodes plant. The Company also operates thermal and hydro power generation facilities with a total capacity of about 76.5 MW.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

The Standalone Financial Statements for the year ended March 31, 2025 were approved for issue by the Company’s Board of directors in their meeting held on May 19, 2025.

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

2.1 Statement of Compliance

The Standalone Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act.

• Level 3 inputs are unobservable inputs for the asset or liability.

• Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

• (ii)

2.2 Basis of preparation and Measurement

• (i) The Standalone Financial Statements have been prepared on historical cost convention and on accrual basis except for certain financial instruments (including derivative instruments) which are measured at fair value at the end of each reporting period as required under Ind AS.

• (iii) The functional and presentation currency of the Company is Indian rupees (INR) and all amounts are rounded to the nearest H lakhs and two decimals thereof, except otherwise stated.

2.3 Material accounting policies

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

• (i) Revenue Recognition

(a) Sale of products

The Company derives revenue primarily from sale of Graphite Electrodes.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the

Revenue from the sale of goods is recognized when the performance obligation in accordance with the provisions of the contract is fulfilled. Performance obligations are fulfilled at the point in time when control of the goods is transferred to the customer which is usually on dispatch/ delivery and the amount of revenue can be measured reliably and recovery of consideration is probable.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(e) Other Income

Revenue is measured based on the transaction price (net of variable consideration) which is adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government. Due to short nature of credit period given to customers, there is no financing component in the contract.

(i) Dividend income is recognized when the right to receive payment is established and the amount of dividend can be measured reliably.

• (ii) Other income is recognized when no significant uncertainty exists with regard to the amount to be realized and the ultimate collection thereof.

(ii) Inventories

(b) Power

Inventories are valued at cost or net realizable value, whichever is lower except by products which are valued at net realizable value. The raw materials and other supplies held for use in the production are valued at net realisable value only if the finished products in which they are to be incorporated are expected to be sold below cost. The cost in respect of the various items of inventory is computed as under:

Revenue from power generation is recognized on transmission of electricity to State Electricity Board or third parties at rate stipulated by SEB’s and/or IEX at market rate equivalent.

(c) Other Operating Revenues

• (i) Entitlements to Renewal Energy Certificates owing to generation of power at Tawa hydel plant are recognized at actual rate of realization.

• (i) In case of finished goods and work-inprogress, cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition.

• (ii) Export entitlements are recognised when the right to receive credit as per the terms of the schemes is established in respect of the exports made by the Company and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

• (ii) In case of stores, spares and raw material at weighted average cost. The cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition.

(d) Interest Income

• Interest Income from customers is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

• (iii) Obsolete stocks are identified at each reporting date on the basis of technical evaluation and are charged off to revenue.

• Interest Income from financial asset is recognized when it is probable that economic benefits will flow to the company and amount of income can be measured reliably. Interest income is accrued on time basis, by reference to principal outstanding and at effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of financial asset to that asset’s net carrying amount on initial recognition.

Net Realisable Value is the estimated selling price in ordinary course of business less estimated cost of completion and estimated cost necessary to make the sales.

(iii) Property, Plant and Equipment

The cost of an item of property, plant and equipment is recognised as an asset when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

Freehold Land is carried at historical cost. All other items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

and equipment) incurred on projects under implementation are treated as pre-operative expenses and are included in Capital work-inprogress.

Cost includes its purchase price (net of taxes and duty recoverable), after deducting trade discounts and rebates. It includes other costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the borrowing costs for qualifying assets and the initial estimate of restoration cost if the recognition criteria are met.

(iv) Investment property

Investment Properties comprises freehold land and building that are held for long-term rental yields or for capital appreciation or both.

Investment properties are measured initially at cost, comprising the purchase price and directly attributable expenditure. Subsequently, investment property is carried at cost model, which is cost less accumulated depreciation and accumulated impairment losses, if any, in similar lines of Ind AS 16.

When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives.

An investment property is derecognized on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses arising on de-recognition of investment property are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in standalone statement of profit and loss in the period of the retirement or disposal.

Subsequent cost relating to property, plant and equipment are included in the assets carrying value or recognised as separate assets as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the costs of the item can be measured reliably. All other repairs and maintenance costs are charged to the standalone statement of profit and loss when incurred.

(v) Other Intangible Assets

An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, is included in the income statement when the asset is derecognized. Fully depreciated assets still in use are retained in financial statements.

An Intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and the cost of the asset can be measured reliably.

Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses, if any. The cost of intangible asset comprises of its purchase price, net of recoverable taxes and any directly attributable cost of preparing the asset for its intended use.

Property, plant and equipment which are not ready for intended use at each balance sheet date are disclosed as “Capital work-in-progress” and advances paid towards the acquisition of Property, plant and equipment outstanding at each balance sheet date are classified as Capital advances under “Other non-current assets”. Directly attributable expenditure (including finance costs relating to borrowed funds for construction or acquisition of property, plant

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in standalone statement of profit and loss as incurred.

The cost and related accumulated amortization are eliminated from Standalone Financial

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

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Statements upon disposal or retirement of the Useful
Sr.
assets and the resulted gain or losses arising No. [Description of Asset] Life
from de-recognition of an intangible asset are (Approx)
measured as the difference between the net iii) Transformers having 13
disposal proceeds and the carrying amount of a rating of 100 KVA
the asset and are recognized in the standalone and over
statement of profit and loss. 4 Electrical Installation
i) Batteries 3
Depreciation is recognised to write-off the cost ii) Lines on Fabricated 19
steel operating at
of assets (other than freehold land and capital
normal voltages
work in progress) less their residual values over higher than 66 kv
the useful lives, in a systematic manner.
iii) Residual 13
(A) Property, Plant and Equipment 5 Furniture and Fixtures 8
Based on internal assessment and 6 Office Equipment and 8
independent technical evaluation carried other assets
out by external valuer, the Management 7 Vehicles 3
believes that the useful life of the assets as
(ii) On the assets other than those
stated below best represents the life over
mentioned at (i) above, depreciation
which the management expects to use
the assets. Hence the useful life for these is provided on following basis:
assets is different from the useful lives as In case of Plant and machinery,
prescribed under Part C of Schedule II of the depreciation is provided on Straight
Companies Act 2013. Line Method and in case of other
assets on written Down Method.
The method of depreciation and useful life
considered on different assets is as below: The useful life of assets determined is
as below:
(i) Depreciation on all the assets at Hydel
Power Project at Tawa is provided Description of Asset Useful Life
on Straight Line Method. The useful Building 5 – 58 Years
life of other assets determined is as Plant and Machinery 1 – 29 Years
below:
Railway Siding 9 – 20 Years
Sr. Useful Office Equipment 5 – 20 Years
No. [Description of Asset] Life (Includes Computers and
(Approx) data processing units)
1 Factory Building 33 Electrical Installation 5-20 Years
2 Non-Factory Building 33 Furniture and Fixtures 5 – 15 Years
3 Plant and Machinery Vehicle 5-10 Years
i) Dams, Spillways 51
weirs, canals, (iii) Assets costing up to H 5,000 are fully
reinforced concrete depreciated in the year of purchase.
Flumes and Depreciation methods estimated and
symphons useful lives are reviewed at the end of
ii) Hydraulic control 30 each reporting period and the effect
valves and other of any changes in estimate accounted
hydraulic works
----- End of picture text -----

(vi) Depreciation

Depreciation methods estimated and useful lives are reviewed at the end of each reporting period and the effect of any changes in estimate accounted for on a prospective basis.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset.

(B) Investment property

Depreciation on investment properties is provided on the written down value method over its useful life of 58 years which has been determined based on internal assessment and independent technical evaluation carried out by external valuer.

An impairment loss is reversed in the standalone statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation), had no impairment loss been recognized for the asset in prior years.

The depreciation charge for each period is recognised in the Statement of Profit and Loss. The useful lives and method of depreciation are reviewed at the end of each financial year and the effect of any changes in estimate accounted for on a prospective basis.

Impairment is reviewed periodically, including at each financial year end.

(vii) Amortization

Other Intangible Assets

(ix) Foreign Currency Translations

Other Intangible assets are amortized over their respective individual useful lives on a straight line basis from date they are available. The estimated useful life is based on number of factors including effect of obsolescence and other economic factors and is as under:

Transactions in currencies other than the Company’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates prevailing at that date. Exchange differences arising on the settlement of monetary items or on re-translated monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in standalone statement of profit and loss in the period in which they arise.

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----- Start of picture text -----

|||
|---|---|
|Description of Asset|Useful Life|
|Computer Software|05 Years|

----- End of picture text -----

Amortisation method and useful lives are reviewed at the end of each financial year and the effect of any changes in estimate accounted for on a prospective basis.

(viii) Impairment of Non-Financial Assets

Property, Plant and Equipment and Investment property are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-inuse) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

Non-monetary items denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction, Non-monetary items that are measured in term of historical cost in foreign currency are not reinstated.

(x) Employee Benefits

(A) Post-Employment Benefits

(a) Defined contribution Plan

(i) Provident Fund

The Company makes contribution to statutory Provident Fund in accordance with Employees

If such assets are considered to be impaired, the impairment to be recognized in the standalone

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

actuarial gains/losses and return on plan assets (excluding the amount recognised in net interest on the net defined liability), are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Provident Fund and Miscellaneous Provisions Act, 1952 which is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.

(ii) Superannuation

(B) Short term employee benefits

The Company makes contribution in regard to superannuation to a separate trust and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.

Short term employee benefits including non-accumulated absences are charged to standalone statement of profit and loss on an undiscounted, accrual basis for the period during which services are rendered by the employee.

(b) Defined Benefit Plan

(C) Other long term employee benefitsCompensated Absences

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The gratuity plan provides for lump sum payment to vested employee at retirement, death, incapacitation or termination of employee, based on the respective employee’s salary and the tenure of employment.

The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method and is recognized in employee benefit expense in the statement of profit and loss..

(xi) Leases

The liability or asset recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The liability/asset is determined using projected unit credit method, through actuarial valuation carried out at the end of each annual reporting period.

Company as a lessee

The Company’s lease assets primarily consist of leases for land and Building. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time, in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Such net interest cost along with the current service cost and, if applicable, the past service cost and settlement gain/loss, is included in employee benefit expense in the statement of profit and loss.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except

Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions, comprising

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

The payments for short-term leases and leases of low-value assets have been recognized in the statement of profit and loss have been classified under operating activities in the statement of cash flows.

for leases with a term of twelve months or less (short-term leases) and of low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a systematic basis over the term of the lease.

Company as a lessor

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses, if any.

Leases for which the company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

For operating leases, lease payments received are recognized on systematic basis over the term of the relevant lease as a part of other income.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

(xii) Segment Reporting

Segments are identified based on the manner in which the Company’s Chief Operating Decision Maker (‘CODM’) decides about resource allocation and reviews performance.

• (1) Segment Revenue includes sales and other income directly identifiable with/ allocable to the segment including inter- segment revenue.

• (2) Expenses and Incomes that are directly identifiable with/ allocable to the segments are considered for determining the segment result. Expenses and Income not allocable to segments are included under unallocable category.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the lessee’s incremental borrowing rate.

• (3) Segment results includes margin on inter segment sales.

• (4) Segment assets and Liabilities include those directly identifiable with the respective segments. Assets and liabilities not allocable to any segment are classified under unallocable category.

Lease Liability and Right-of-Use Asset have been separately presented in the Balance Sheet. The interest expense on the lease liability has been separately presented as a component of finance costs in the statement of profit and loss. The payments of principal portion and interest portion of lease liability have been classified under financing activities in the statement of cash flows.

Tax Expense

Tax expense comprises of current and deferred tax. Tax expense is recognised in statement of Profit and Loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

Deferred tax assets are reviewed at each

also recognised in other comprehensive income or directly in equity, as the case may be.

reporting date and reduced to the extent that it is no longer probable that related tax benefits will be realized to allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets, if any, are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow deferred tax assets to be recovered.

(1) Current tax

Current tax is the tax payable/receivable on the taxable profit/loss for the year using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and any adjustment to taxes in respect of previous years. Interest expenses related to income tax are included in finance cost. Interest Income related to income tax is included in other income.

Deferred tax assets and deferred tax liabilities have been set off as it relates to income taxes levied by the same taxation authority.

The current tax assets and current tax liabilities have been set off to the extent (a) there is a legally enforceable right to set off the recognised amounts; and (b) the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(xiii) Government grants

Government grants are not recognized until there is reasonable assurance that all attached conditions will be complied with and the grant will be received.

When the grants relates to an expense item, it is recognised in the Statement of profit and loss by way of reduction from the related cost, which the grants are intended to compensate.

(2) Deferred Tax

Deferred Tax assets and liabilities are recognized using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts in financial statements.

Government grants that become receivable as compensation for expenses or losses already incurred or for the purpose of giving financial support to the Company with no related costs is recognised in the Statement of profit or loss of the period in which it becomes receivable under ‘Other operating income’/‘Other income’ based on the nature of grant.

Deferred income tax assets and liabilities are measured using tax rates and tax laws that are expected to apply to period in which the temporary differences are expected to be recovered or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The effect of changes in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period as and when there is change in tax rates.

Government grants relating to the purchase of property, plant and equipment are deducted from its gross value and are recognised in profit or loss on a systematic over the expected useful lives of the related assets by way of reduced depreciation.

(xiv) Borrowing Costs

Borrowing costs directly attributable to the acquisition or construction of items of qualifying assets, which are the assets that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset until such time as the assets are not ready for their intended use. All other borrowing

A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

costs are charged to the standalone statement of profit and loss in the period in which they are incurred.

(i) Initial recognition

The company recognises the financial assets and financial liabilities when it becomes party to the contractual provision of the instruments. All financial assets and liabilities are recognised at fair value on initial recognition except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets and or issue of financial liabilities that are not recognized at fair value through profit or loss, are added to or reduced from the fair value of the financial assets or financial liabilities, as appropriate. Transaction cost directly attributable to the acquisition of financial assets and financial liabilities recognized at fair value through Profit or Loss are recognised immediately in the Statement of Profit and Loss.

(xv) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and are reliable estimate can be made of the amount of the obligation. As the timing of outflow of resources is uncertain, being dependent upon the outcome of the future proceedings, these provisions are not discounted to their present value.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

(ii) Subsequent measurement

For the purposes of subsequent measurement, financial instruments are classified as follows:

Contingent assets are neither recognised nor disclosed in the Standalone Financial Statements since this may result in the recognition of income that may never be realised.

A. Non-derivative financial instruments

• (a) Financial assets carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held with a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(xvi) Earnings Per Share

Basic earnings per equity share is computed by dividing the profit or loss for the period attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share is computed by adjusting the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, for the effects of all dilutive potential equity shares, if any.

Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s gross carrying amount.

(xvii) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

Fair value changes on such assets are recognised in the statement of profit and loss.

The carrying amounts of financial assets that are subsequently measured at amortised cost are determined based on the effective interest method less any impairment losses.

(d) Investment in Subsidiary and Associates

Investment in subsidiary and associates is carried at cost less provision for impairment, if any. Investment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of investment exceeds its recoverable amount.

• (b) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held with a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(e) Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination or is held for trading or it is designated as at FVTPL which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amount approximates fair value due to the short maturity of these instruments.

Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s gross carrying amount.

Fair value movements are recognised in the other comprehensive income (OCI) until the financial asset is derecognised. On de-recognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the profit or loss.

All changes in fair value in respect of liabilities measured at fair value through profit and loss are recognised in the statement of profit and loss.

B. Derivative financial instruments

• (c) Financial assets at fair value through profit or loss (FVTPL)

The company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank.

A financial asset which is not classified in any of the above categories are subsequently measured at fair valued through profit or loss.

Dividend and interest income from such instruments is recognized in the statement of profit and loss, when the right to receive the payment is established.

Although the company believes that these derivatives constitute hedges from an economic perspective,

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

those default events on the financial instrument that are possible within 12 months after the reporting date); or

they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss.

• Lifetime expected credit losses (expected credit losses that result from all possible default events over the life of financial instruments).

For trade receivables or any contractual right to receive cash or another financial asset that result from transaction that are within the scope of Ind AS 115 and Ind AS 116, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are charged to Statement of Profit and Loss.

For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.

C. Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received. Incremental costs directly attributable to the issuance of equity instruments and buy back of equity instruments are recognized as a deduction from equity, net of any tax effects.

(iv) De-recognition

A financial asset (or, a part of a financial asset) is primarily derecognized when:

• (i) The contractual right to receive cash flows from the financial assets expire, or

• (ii) The company transfers the financial assets or its right to receive cash flow from the financial assets and substantially all the risks and rewards of ownership of the asset to another party.

(iii) Impairment of Financial Assets

Financial assets that are carried at amortized cost and fair value through other comprehensive income (FVOCI) are assessed for possible impairments basis expected credit losses taking into account the past history of recovery, risk of default of the counterparty, existing market conditions etc. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition.

On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received/receivable is recognised in the profit or loss.

A financial liability (or, a part of financial liability) is derecognized when the obligation specified in the contract is discharged or cancelled or expires.

On de-recognition of a financial liability, the difference between the carrying amount of the financial liability de-recognised and the consideration paid/payable is recognised in profit or loss.

Expected Credit Losses are measured through a loss allowance at an amount equal to:

• 12-months expected credit losses (expected credit losses that result from

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

2.4 Significant accounting judgements, estimates and assumptions

• (v) Offsetting financial instruments

• Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.

The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) require management to make judgements, estimates and assumptions in the application of accounting policies that affect the reported amount of income, expenses, assets and liabilities and disclosure of contingent liabilities.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis and the effect of revision to accounting estimates is recognized prospectively from the period in which the estimate is revised.

• (vi) Write-off

• The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof.

(xviii) Statement of Cash flows

The following are the areas of critical judgements, estimates and assumptions that the management has made in the process of preparation of Standalone Financial Statements and that have the significant effect on the amounts recognised in the Standalone Financial Statements:

• The statement of cash flows is prepared in accordance with the Indian Accounting Standard (Ind AS) - 7 “Statement of Cash flows” using the indirect method for operating activities whereby profit for the period is adjusted for the effects of transaction of a non-cash nature, and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.

Useful lives of property, plant and equipment

The estimated useful lives of property, plant and equipment are based on a number of factors including the effects of obsolescence, internal assessment of user experience and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditure required to obtain the expected future cash flows from the asset. The Company reviews the useful life of property, plant and equipment at the end of each reporting date.

(xix) Cash and cash equivalents

• The Cash and cash equivalent in the balance sheet comprise balance at banks and cash on hand and short-term deposits with original maturity period of three months or less from the acquisition date, which are subject to an insignificant risk of changes in value.

Defined benefit plans and other post-employment benefits

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future, salary increases and mortality rates etc. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(xx) Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Board of Directors.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

• b) it is held primarily for the purpose of being traded;

Provisions/Contingencies

Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claims/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy. The Company annually assesses such claims and monitors the legal environment on an ongoing basis, with the assistance of external legal counsel, wherever necessary.

• c) it is expected to be realised within 12 months after the reporting date; or

• d) It is cash or cash equivalent unless it is restricted from being exchanged or use to settle a liability for at least 12 months after the reporting date.

• Current assets include the current portion of non-current financial assets.

Fair Value measurements

• All other assets are classified as non-current.

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair values are measured using valuation techniques, including the discounted cash flow model, underlying asset model, comparable companies multiple method and comparable transaction method which involve various judgements and assumptions.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

• a) it is expected to be settled in the company’s normal operating cycle;

• b) it is held primarily for the purpose of trading;

• c) it is due to be settled within 12 months after the reporting date; or

Current tax and Deferred tax

Significant judgement is required in determination of provision for current tax and deferred tax e.g. determination of taxability of certain incomes and deductibility of certain expenses etc. The carrying amount of income tax assets/liabilities is reviewed at each reporting date. The factors used in estimates may differ from actual outcome which could lead to signification adjustment to the amounts reported in financial statements.

• d) There is no unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

• Current liabilities include current portion of non-current financial liabilities.

Inventories

• All other liabilities are classified as non-current

Management estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by market driven changes.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing/servicing and their realization in cash or cash equivalents. The normal operating cycle is considered as twelve months.

2.5. Current – non-current classification

• All assets and liabilities have been classified as current and non-current on the basis of the following criteria:

3. Applicability of new and revised Ind AS

Assets

Ministry of Corporate Affairs (“MCA”) notifies new accounting standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. As at March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

An asset is classified as current when it satisfies any of the following criteria:

• a) it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 4: Property, plant and equipment

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As at As at
Particulars
March 31, 2025 March 31, 2024
Carrying amount of
Freehold land 317.81 317.81
Buildings 39,818.07 38,282.63
Plant and equipment 1,26,156.53 1,23,808.12
Furniture and fixtures 163.83 160.45
Vehicles 1,029.84 1,007.38
Office equipment 368.81 451.84
Electrical installation 20,709.03 12,561.77
Railway sidings 134.40 163.60
Total Property, plant and equipment 1,88,698.32 1,76,753.61
----- End of picture text -----

The change in the carrying amount of property, plant and equipments as follows:-

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----- Start of picture text -----

Free- Plant and Furniture Office Electrical Railway
Particulars hold Buildings and Vehicles equip- installa- Total
equipment sidings
land fixtures ment tion
Gross carrying amount 317.81 42,993.24 1,95,422.28 624.73 1,419.87 944.21 9,542.17 647.42 2,51,911.76
as at April 1, 2023
Additions - 15,656.68 34,962.24 74.98 691.15 344.64 7,677.37 - 59,407.06
Disposals/deletions - (15.78) (822.27) (29.24) (367.21) (5.98) (41.71) - (1,282.19)
Gross carrying amount 317.81 58,634.14 2,29,562.25 670.47 1,743.81 1,282.87 17,177.83 647.42 3,10,036.63
as at March 31, 2024 (A)
Additions - 5,327.37 15,250.81 42.37 424.00 104.21 11,045.68 - 32,194.44
Disposals/deletions - (191.23) (2,925.22) (18.39) (311.26) (131.46) (45.13) - (3,622.72)
Gross carrying amount 317.81 63,770.28 2,41,887.84 694.45 1,856.55 1,255.62 28,178.38 647.42 3,38,608.35
as at March 31, 2025 (B)
Accumulated - 17,307.88 94,641.52 514.59 766.74 674.53 2,735.29 454.59 1,17,095.16
depreciation as at
April 1, 2023
Depreciation for the year - 3,059.41 11,900.25 23.55 254.36 164.21 1,917.70 29.23 17,348.71
Disposals/deletions - (15.78) (787.64) (28.12) (284.67) (7.71) (36.93) - (1,160.85)
Accumulated - 20,351.51 1,05,754.13 510.02 736.43 831.03 4,616.06 483.82 1,33,283.02
depreciation as at
March 31, 2024 (C)
Depreciation for the year - 3,711.83 12,774.57 34.56 314.06 179.20 2,881.12 29.20 19,924.54
Disposals/deletions - (111.13) (2,797.39) (13.96) (223.78) (123.42) (27.83) - (3,297.53)
Accumulated - 23,952.21 1,15,731.31 530.62 826.71 886.81 7,469.35 513.02 1,49,910.03
depreciation as at
March 31, 2025 (D)
Net carrying amount as 317.81 38,282.63 1,23,808.12 160.45 1,007.38 451.84 12,561.77 163.60 1,76,753.61
at March 31, 2024 (A)-(C)
Net carrying amount as 317.81 39,818.07 1,26,156.53 163.83 1,029.84 368.81 20,709.03 134.40 1,88,698.32
at March 31, 2025 (B)-(D)
----- End of picture text -----

(i) Refer note 46 for information on property, plant and equipment pledged as security by the Company

(ii) The borrowing cost capitalized in property plant and equipment during the year is NIL (previous year NIL)

(iii) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 5: Capital work-in-progress (CWIP)

Particulars	As at March 31, 2025 As at March 31, 2024
Building,plant and equipment under erection/installation	2,087.19 19,440.46

The borrowing cost capitalized in capital work-in-progress during the year is NIL (Previous year NIL)

a) Capital work-in-progress ageing schedule is as follows:

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Amount in CWIP for a period of
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Capital work in progress as at March 31, 2025
Projects in progress 1,635.26 157.53 282.11 12.29 2,087.19
Project temporarily suspended - - - - -
Total capital work in progress 1,635.26 157.53 282.11 12.29 2,087.19
Capital work in progress as at March 31, 2024
Projects in progress 15,413.92 3,660.41 339.77 26.36 19,440.46
Project temporarily suspended - - - - -
Total capital work in progress 15,413.92 3,660.41 339.77 26.36 19,440.46
Completion schedule for Projects under capital-work-in progress whose completion is overdue or has
exceeded its cost compared to its original plan:
To be completed in
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Capital work in progress as at March 31, 2025
Projects in progress 434.91 - - - 434.91
Capital work in progress as at March 31, 2024
Projects in progress - - - - -
----- End of picture text -----

• b) Completion schedule for Projects under capital-work-in progress whose completion is overdue or has exceeded its cost compared to its original plan:

Note:

(a) There is H 434.91 lakhs capital-work-in progress whose completion is overdue compared to its original plan as on March 31, 2025, previous year Nil

(b) There is no such project in capital-work-in progress whose cost has exceeded compared to its original plan as on March 31, 2025 and March 31, 2024.

Note 6: Right-of-use-asset

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Carrying amount of
Land 585.26 602.02
Building 39.38 87.27
Total 624.64 689.28
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(iv) Refer note 38 for detail of contractual commitment towards purchase of property, plant and equipment.

• (v) The Company has not revalued any of its property, plant and equipment during the year.

• (vi) The title deeds of all the immovable properties are held in the name of the Company.

182 |

| 183

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Particulars Land Building Total
Gross carrying amount as at April 1, 2023 889.90 243.29 1,133.20
Additions - 56.33 56.33
Adjustments - - -
Gross carrying amount as at March 31, 2024 (A) 889.90 299.63 1,189.53
Gross carrying amount as at April 1, 2024 889.90 299.63 1,189.53
Additions - - -
Adjustments - - -
Gross carrying amount as at March 31, 2025(B) 889.90 299.63 1,189.53
Accumulated depreciation as at April 1, 2023 268.69 164.50 433.22
Depreciation for the year 19.19 47.85 67.04
Other adjustments for the year - - -
Accumulated depreciation as at March 31, 2024 (C) 287.88 212.35 500.25
Accumulated depreciation as at April 1, 2024 287.88 212.35 500.25
Depreciation for the year 16.76 47.90 64.66
Other adjustments for the year - - -
Accumulated depreciation as at March 31, 2025 (D) 304.64 260.25 564.89
Net carrying amount as at March 31, 2024 (A)-(C) 602.02 87.27 689.29
Net carrying amount as at March 31, 2025 (B)-(D) 585.26 39.38 624.64
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(i) Refer note 41 for other disclosures related to leases.

(ii) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

Note 7: Investment property

Carrying amount of investment property

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Building 647.60 690.69
Particulars Amount
Building
Gross carrying amount
As at April 1, 2023 1,001.31
Additions -
Disposals -
As at March 31, 2024 (a) 1,001.31
Additions -
Disposals (38.22)
As at March 31, 2025 (b) 963.09
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Particulars Amount
Accumulated depreciation
At April 1, 2023 276.51
Charge for the year 34.11
Disposals -
As at March 31, 2024 (c) 310.62
Charge for the year 32.86
Disposals (27.99)
As at March 31, 2025 (d) 315.49
Net carrying amount
As at March 31, 2024 (a-c) 690.69
As at March 31, 2025 (b-d) 647.60
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• (i) One building situated at Delhi having gross carrying amount of H 397.52 lakhs (previous year H 397.52 lakhs) is owned jointly with RSWM Ltd.

(ii) Amounts recognised in statement of profit and loss for investment properties

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Rental income 149.30 140.06
Direct operating expenses from property that generated rental income 7.66 7.11
Total income from investment properties before depreciation 141.64 132.95
Depreciation 32.86 34.11
Net income from investment properties 108.78 98.84
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(iii) Fair value of investment properties

Particulars	As at March 31, 2025 As at March 31, 2024
Fair value of investmentproperties	5,319.39 5,415.06

(iv) Fair value technique used and its heirarchy

The Company has obtained independent valuations of its investment property from independent registered valuer as defined under rule 2 of the Companies (Registered valuers and valuation) Rules, 2017. The fair value measurement for investment property has been categorised as Level 2 fair value based on the inputs to the valuation technique used. The main inputs considered by the valuer are government rates, property location, market research & trends, contracted rentals, terminal yields, discount rates and comparable values, as appropriate.

• (v) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

184 |

| 185

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 8: Intangible assets

Carrying amount of intangible assets

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As at As at
Particulars
March 31, 2025 March 31, 2024
Software 110.86 114.86
Particulars Amount
Computer software
Gross carrying amount
As at April 1, 2023 489.96
Additions 98.59
Disposals/Adjustments -
As at March 31, 2024 (a) 588.55
Additions 28.37
Disposals/Adjustments (25.99)
As at March 31, 2025 (b) 590.93
Amortisation
As at April 1, 2023 456.42
Charge for the year 15.30
Disposals/Adjustments 1.96
As at March 31, 2024 (c) 473.69
Charge for the year 32.37
Disposals/Adjustments (25.99)
As at March 31, 2025 (d) 480.07
Net carrying amount
As at March 31, 2024 (a-c) 114.86
As at March 31, 2025 (b-d) 110.86
----- End of picture text -----

(a) The Company has not internally developed computer software systems.

(b) The amount of amortisation has been included under depreciation and amortisation expense in the statement of profit and loss.

(c) Computer software are amortized over a period of five years.

(d) The borrowing cost capitalized in intangible assets during the year is NIL (previous year NIL)

8(a) Intangible Assets under Development

Particulars Intangible assets under development	As at March 31, 2025 As at March 31, 2024
	49.21 -

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

a) Intangible assets under development ageing schedule is as follows:

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----- Start of picture text -----

Amount in CWIP for a period of
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Intangible assets under development as at
March 31, 2025
Projects in progress 49.21 - - - 49.21
Project temporarily suspended - - - - -
Total capital work in progress 49.21 - - - 49.21
Intangible assets under development as at
March 31, 2024
Projects in progress - - - -
Project temporarily suspended - - - - -
Total capital work in progress - - - - -
Completion schedule for Projects under capital-work-in progress whose completion is overdue or has
exceeded its cost compared to its original plan:
To be completed in
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Intangible assets under development as at
March 31, 2025
Projects in progress - - - - -
Intangible assets under development as at
March 31, 2024
Projects in progress - - - - -
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b) Completion schedule for Projects under capital-work-in progress whose completion is overdue or has exceeded its cost compared to its original plan:

Note:

• (a) There is no such project in Intangible assets under development whose completion is overdue compared to its original plan as on March 31, 2025 and March 31, 2024.

• (b) There is no such project in Intangible assets under development whose cost has exceeded compared to its original plan as on March 31, 2025 and March 31, 2024.

Note 9: Investments

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Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
A. Investments carried at cost
Investments in equity instruments
(a) Equity instruments in Subsidiary (unquoted)
120000000 (Previous year 80000000) fully paid up equity 2 12,000.00 8,000.00 - -
shares of TACC Ltd.
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186 |

| 187

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [455 x 572] intentionally omitted <==

----- Start of picture text -----

Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
3270618 (Previous year 1262048) fully paid up equity 10 4,145.90 -
shares of Bhilwara Infotechnology Ltd (erstwhile
Bhilwara Infotech Ltd.) (refer note (iv))
50000 (Previous year NIL) fully paid up equity shares of 2 1.00 -
HEG Graphite Ltd
(b) Equity instruments in Associate Companies
(unquoted)
81232560 (Previous year 81232560) fully paid up equity 10 30,711.50 30,711.50 - -
shares of Bhilwara Energy Ltd.
NIL (Previous year 1262048) Fully paid up equity 10 - 419.00
shares of Bhilwara Infotechnology Ltd (erstwhile
Bhilwara Infotech Ltd.) (refer note (iv))
B. Investments carried at fair value through
profit or loss
(a) Investments in equity instruments (quoted)
NIL (Previous year 18) fully paid up equity shares of 2 - 0.01 - -
Ballarpur Industries Ltd.
24310015 (Previous year 4967221) fully paid up equity $ 0.01 18,183.44 5,673.28 - -
shares of Graftech International Ltd., USA
(b) Investments in mutual funds (unquoted)
42796.061 (Previous year 30206.095) units of Invesco India 1000 - - 1,523.49 1,001.28
Liquid Fund Direct Growth
32142.507 (Previous year Nil) units of Nippon India Liquid 1000 - - 2,040.05 -
Fund Direct Growth
NIL (Previous year 161625.295) units of Axis Money 1000 - - - 2,120.50
Market Fund Direct Growth
24022.909 (Previous year 63958.061) units of UTI Liquid 1000 - - 1,021.26 2,531.44
Fund Direct Growth
27118.786 (Previous year 63287.711) units of DSP Liquidity 1000 - - 1,005.64 2,184.29
Fund Direct Growth
74790.457 (Previous year Nil) units of SBI Liquid Fund 1000 - - 3,033.46 -
Direct Growth
Nil (Previous year 20522.7) units of Kotak Liquid 1000 - - - 1,001.31
Fund
Nil (Previous year 109613.376) units of MIRAE Asset 1000 - - - 2,795.46
Liquid Fund Direct Growth
50438.993 (Previous year 38329.278) units of Baroda BNP 1000 - - 1,508.47 1,067.39
Paribas Liquid Fund Direct Growth
58508.925 (Previous year Nil) units of HSBC Liquid Fund 1000 - - 1,512.06 -
Direct Growth
21381.563 (Previous year Nil) units of LIC MF Liquid Fund 1000 - - 1,006.90 -
Direct Growth
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
44104.954 (Previous year Nil) units of Sundaram Liquid 1000 - - 1,010.77
Fund Direct Growth
2879517.837 (Previous year 2879517.837) units of Kotak 10 - - 1,133.17 1,047.75
Equity Arbitrage Fund Direct Growth
16599077.153 (Previous year 16599077.153) units of AXIS 10 - - 3,310.98 3,067.44
Arbitrage Fund Direct Growth EADG
13490452.151 (Previous year 13490452.151) units of Invesco 10 - - 4,574.86 4,232.10
India Arbitrage Fund Direct Growth
3013912.925 (Previous year 3013912.925) units of UTI 10 - - 1,104.36 1,022.52
Arbitrage Fund Direct Growth Canserve
3929369.982 (Previous year 3929369.982) units of ABSL 10 - - 1,104.81 1,022.85
Arbitrage Fund Direct Growth
5869399.349 (Previous year 5869399.349) units of Nippon 10 - - 1,654.97 1,534.03
India Arbitrage Fund Direct Growth
8305370.542 (Previous year 8305370.542) units of Edelweiss 10 - - 1,697.91 1,570.91
Arbitrage Fund Direct Growth
8828437.252 (Previous year 13111748.111) units of SBI 10 - - 3,117.59 4,291.97
Arbitrage Opportunities Fund Direct Growth
10515900.863 (Previous Year 13616737.412) TATA Arbitrage 10 - - 1,560.62 1,869.52
Fund Direct Growth
11733747.98 (Previous Year NIL) MIRAE Asset Arbitrage Fund 10 - - 1,559.65 -
Direct Growth
(c) Investments in fixed maturity plans scheme
(unquoted)
46034272.808 (Previous year 46034272.808) units of SBI CPSE 10 5,547.04 5,140.88 - -
BP SDL SEP 2026 50:50 Index Fund
13724503.583 (Previous year 13724503.583) units of Edelweiss 10 1,756.16 1,629.44 - -
Nifty PSU Bond Plus SDL Apr 2026 50:50 Index
Fund
9835831.784 (Previous year 9835831.784) units of Kotak Nifty 10 1,184.35 1,092.26 - -
SDL APR 2027 Top 12 Equal Weight Index Fund
Direct Growth Plan
9930347.719 (Previous year 9930347.719) units of Nippon 10 1,186.75 1,097.83 - -
India Nifty AAA CPSE Bond Plus SDL APR 2027
Maturity 60:40 Index Fund Direct Growth Plan
(d) Investments in Bond Funds (unquoted)
108109.497 (Previous year 108109.497) units of Kotak Corp 1000 4,160.00 3,821.87 - -
Bond Direct Growth
2618367.638 (Previous year 2618367.638) units of ABSL 10 2,944.41 2,703.34 - -
Corporate Bond Fund Direct Growth
5430713.319 (Previous year 5430713.319) units of HDFC 10 1,767.24 1,622.89 - -
Corporate Bond Fund Direct Growth
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188 |

| 189

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [455 x 193] intentionally omitted <==

----- Start of picture text -----

Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
(e) Investments in Infrastructure Trust
(unquoted)
4400000 (Previous year 4400000) units of Oriental 100 5,060.00 5,337.20 - -
Infratrust
Total 88,647.79 67,249.50 34,481.02 32,360.76
Aggregate carrying value of quoted investments 18,183.44 5,673.28 - -
Market value of quoted investments 18,183.44 5,673.28 - -
Aggregate carrying value of unquoted 70,464.35 61,576.21 34,481.02 32,360.76
investments
- - - -
Aggregate amount for impairment in value of
investments
----- End of picture text -----

Note (i): Investments having maturity period of less than 12 months from balance sheet date have been reclassified as current investments, if any.

Note (ii): Refer note 45B for classification of financial assets.

Note (iii): Refer note 45C for information about credit risk and market risk in respect of investments.

Note (iv): During the current year, the Company has increased the holding in its associate – Bhilwara Infotechnology Limited from 38.59% to 100% by purchasing the shares from the other shareholders resulting in change in status from associate to a subsidiary w.e.f 9[th] December 2024.

Note 10: Trade receivables

==> picture [455 x 180] intentionally omitted <==

----- Start of picture text -----

Current
Particulars As at As at
March 31, 2025 March 31, 2024
a) Trade receivables considered good-secured - -
Less: allowance for expected credit loss
b) Trade receivables considered good-unsecured 43,763.21 50,855.65
Less: allowance for expected credit loss (83.20) (150.29)
c) Trade receivables which have significant increase in credit risk 628.56 239.04
Less: allowance for expected credit loss (314.28) (119.52)
d) Trade receivables credit impaired 91.62 89.64
Less: allowance for credit impairment (91.62) (89.64)
- -
Total 43,994.29 50,824.88
----- End of picture text -----

There is no amount due from Directors or other Officers of the Company or any of them either severally or jointly with any other person or firms or private Company respectively in which any Director is a partner or a Director or a member.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Trade receivables ageing schedule

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----- Start of picture text -----

Outstanding for following periods
from due date of payment
Particulars Total
Less than 6 months 1-2 2-3 More than
Not due
6 months to 1 year years years 3 years
As at March 31, 2025
- - - -
(i) Undisputed trade receivables – 29,921.02 13,842.19 43,763.21
considered good
(ii) Undisputed trade receivables – which - - 268.16 360.40 - - 628.56
have significant increase in credit risk
(iii) Undisputed trade receivables – credit - - - - 1.98 89.64 91.62
impaired
- - - - - - -
(iv) Disputed trade receivables –
considered good
- - - - - - -
(v) Disputed trade receivables – which
have significant increase in credit risk
- - - - - - -
(vi) Disputed trade receivables – credit
impaired
Total 44,483.39
Less: allowance for expected credit loss (489.10)
Total 43,994.29
As at March 31, 2024
- - -
(i) Undisputed trade receivables – 31,831.04 17,668.57 1,356.05 50,855.65
considered good
(ii) Undisputed trade receivables – which - - - 239.04 - - 239.04
have significant increase in credit risk
(iii) Undisputed trade receivables – credit - - - - 9.50 80.14 89.64
impaired
- - - - - -
(iv) Disputed trade receivables –
considered good
- - - - - -
(v) Disputed trade receivables – which
have significant increase in credit risk
- - - - - -
(vi) Disputed trade receivables – credit
impaired
Total 51,184.33
Less: allowance for expected credit loss (359.45)
Total 50,824.88
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Refer note 45B for classification of financial assets

Refer note 45C for credit risk and expected credit loss related to trade receivables

Refer note 46 for information of trade receivables pledged as security by the Company.

190 |

| 191

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 11: Loans

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----- Start of picture text -----

Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Financial asset at amortised cost
Loans to employees
a) Loans considered good-secured - - - -
b) Loans considered good-unsecured 97.13 88.08 83.09 65.91
- - - -
c) Loans which have significant increase in
credit risk
d) Loans credit impaired - - - -
Total 97.13 88.08 83.09 65.91
----- End of picture text -----

Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of financial assets.

Note (i) : The above figures includes loan to Key Managerial Persons amounting to H 11.97 lakhs (previous year H 26.50 lakhs) which is repayable in accordance with the Company’s policy applicable to all the employees. Such loan outstanding as at the end of the year amounts to 6.64% (previous year 17.21%) of total loans to employees outstanding as on that date. Such loans are neither repayable on demand nor without specifying any terms or period of repayment.

Note (ii) : There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and related parties (as defined under Companies Act, 2013), either severally or jointly with any other person except as mentioned in note (i) above.

Note 12: Other financial assets

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----- Start of picture text -----

Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Financial asset at amortised cost
Security deposits 4,472.34 4,607.16 124.35 -
Interest accrued but not due on fixed deposits - - 187.96 1,314.35
Bank deposits having maturity period of - 20.00 - -
more than 12 months from reporting date
(refer note 16)
Interest subvention recoverable - - 286.95 286.95
(on working capital loans)
Advance for Equity Investment [#] 746.88 - - -
Government grant receivable (refer note 51) - - 6,224.97 -
Other recoverables
- Related parties - - 1.21 128.52
- Others - - - 2,896.22
Financial assets at fair value through
profit or loss
Derivative financial instruments - - - 126.35
Total 5,219.22 4,627.16 6,825.44 4,752.39
----- End of picture text -----*

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 13: Other assets

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----- Start of picture text -----

Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Unsecured, considered good unless stated
otherwise
Capital advances 781.60 932.09 - -
Other advances - - 617.25 698.10
(other than advances to related parties)
Prepaid expenses 125.36 191.94 1,023.29 1,402.26
Balances with Government authorities - - 3,108.62 5,197.61
GST refund receivable - - 1,753.12 483.50
Payments under protest (excluding direct taxes 486.48 401.28 - -
other than Tax Deducted at Source(TDS)) [#]
Export benefits receivable - - 625.74 126.74
Other employee advances 53.31 58.74
Gratuity fund receivable (refer note 40) - - 803.73 669.72
Others - - 5,874.66 5,609.36
Total 1,393.44 1,525.31 13,859.72 14,246.03
----- End of picture text -----

There are no advances to the Directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies in which any Director is a partner or a Director or a member.

Detail of payments under protest(excluding direct taxes other than TDS) is as follows:

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As at As at
Particulars
March 31, 2025 March 31, 2024
Entry tax 114.29 114.29
Central sales tax 229.83 144.63
Excise duty/service tax 79.89 79.89
MPST/MPCT 0.46 0.46
Tax deducted at source 62.01 62.01
Total 486.48 401.28
----- End of picture text -----

Note: Based on legal advice, discussions with the solicitors, etc., the management believes that there are fair chances of decisions in Company’s favour in respect of all the items listed above.

Advance paid for purchase of shares of Graftech International Ltd.

*State Government investment promotion assistance receivable as per MP industrial promotion policy 2018

**The Company enters into derivative financial instruments (usually foreign exchange forward contracts) to manage its exposure to foreign exchan rate risk. For details of derivative financial instruments, (refer note 45C). Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of other financial assets.

192 |

| 193

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 14: Inventories (Valued at lower of cost or net realizable value)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Raw materials 28,953.71 28,006.17
[Includes material in transit H 14,354.34 lakhs ; previous year: H 11,664.56 lakhs]
Work-in-progress 45,087.85 35,182.52
Finished goods 45,750.23 50,558.61
Stores and spares 5,672.01 5,667.93
[Includes stores in transit H 655.17 lakhs ; previous year: H 679.37 lakhs]
Total 1,25,463.80 1,19,415.23
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(a) The cost of inventories includes H 512.49 lakhs (March 31, 2024 H 790.91 lakhs) in respect of write down of inventories on account of slow moving items.

(b) Refer note 46 for information of inventory pledged as security by the Company.

(c) The method of valuation of inventories has been stated at Note 2.3(ii)

Note 15: Cash and cash equivalents

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As at As at
Particulars
March 31, 2025 March 31, 2024
Financial assets at amortised cost
Balances with banks
In current accounts 549.68 436.39
In cash credit accounts 1,107.07 1,017.10
Cheques, drafts in hand 3.31 -
Cash on hand 5.19 12.54
Term/fixed deposits with banks/financial institutions having original 700.00 9,549.40
maturity period of less than three months
Total cash and cash equivalents 2,365.25 11,015.43
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Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of cash and cash equivalents

Note 16: Other bank balances

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As at As at
Particulars
March 31, 2025 March 31, 2024
Financial assets at amortised cost
I. Earmarked deposits with banks
a) Held as margin money against letter of credit for raw material and 1,332.31 1,554.02
capital goods and against bank guarantees
b) Held for unpaid/unclaimed dividend 567.16 608.16
c) Held for unspent Corporate Social Responsibility expenditure on - 25.18
account of ongoing projects
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

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(All amounts are in H Lakhs unless otherwise stated)
As at As at
Particulars
March 31, 2025 March 31, 2024
II. Term/fixed deposits with banks/financial institutions having original 7,578.60 25,151.01
maturity period of more than three months
Less: Bank deposits having maturity period after 12 months from the - 20.00
reporting date (refer note 12)
Total 9,478.07 27,318.37
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Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of other bank balances.

Note 17: Equity share capital

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As at As at
Particulars
March 31, 2025 March 31, 2024
Authorised
27,50,00,000 equity shares of H 2 each (previous year 5,50,00,000 equity 5,500.00 5,500.00
shares of H 10 each) (refer note i)
15,00,000 (previous year 15,00,000) preference shares of H 100 each 1,500.00 1,500.00
7,000.00 7,000.00
Issued, subscribed and fully paid-up
19,29,77,530 equity shares of H 2 each (previous year 3,85,95,506 equity 3,859.55 3,859.55
shares of H 10 each) (refer note i)
1,150 (previous year 1,150) forfeited equity shares 0.04 0.04
Total 3,859.59 3,859.59
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a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

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2024-25 2023-24
Particulars
No. of shares Amount No. of shares Amount
Equity shares
At the beginning of the year 3,85,95,506 3,859.55 3,85,95,506 3,859.55
Sub-division of 1 share of face value 15,43,82,024 - Not Applicable Not Applicable
H 10 each into 5 shares of face value H 2
each effective October 18, 2024 (increase
in shares on account of sub-division)
Change during the year - - - -
Outstanding at the end of the year 19,29,77,530 3,859.55 3,85,95,506 3,859.55
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b) Terms/rights attached to equity shares

Company has only one class of equity shares having a par value of H 2 each (Post sub-division of equity shares). Each holder of equity shares is entitled to one vote per share. The dividend (if any) proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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| 195

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

c) Details of shareholders holding more than 5% shares in the Company

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As at March 31, 2025 As at March 31, 2024
Particulars
No. of shares Amount No. of shares Amount
Equity Shares
Redrose Vanijya LLP (refer note ii) 5,58,73,775 28.95 - -
Norbury Investments Limited 2,68,14,955 13.90 53,62,991 13.90
Microlight Investments Ltd. 2,33,27,895 12.09 46,65,579 12.09
Bharat Investments Growth Limited - - 27,34,913 7.09
SBI Energy Opportunities Fund 1,37,27,188 7.11 - -
Aggregate number of equity shares issued for consideration other than cash, allotted by way of bonus shares
and shares bought back during the period of five years immediately preceding the reporting date.
Aggregate no. of shares
Particulars
2024-25 2023-24 2022-23 2021-22 2020-21
a) Equity shares allotted as fully paid up pursuant to - - - - -
contract(s) without payment being received in cash
b) Equity shares allotted as fully paid up by way of - - - - -
bonus shares
c) Equity shares bought back by the Company. - - - - -
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d) Aggregate number of equity shares issued for consideration other than cash, allotted by way of bonus shares and shares bought back during the period of five years immediately preceding the reporting date.

e) Details of shares held by Holding Company or its Ultimate Holding Company or their Subsidiaries or Associates

• There is no Holding Company /Ultimate Holding Company of the Company.

f) Details of shareholdings by the Promoters and Promoter’s Group of the Company

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As at As at
March 31, 2025 March 31, 2024
Sl.
No. [Name] No of % of No. of % of % change
Total Total in the
shares shares
shares shares year
1 Ravi Jhunjhunwala 3,595 0.00% 719 0.00% 0.00%
2 Riju Jhunjhunwala 6,780 0.00% 1,356 0.00% 0.00%
3 Rita Jhunjhunwala 9,380 0.00% 1,876 0.00% 0.00%
4 Rishabh Jhunjhunwala 9,035 0.00% 1,807 0.00% 0.00%
5 RLJ Family Trusteeship Pvt Ltd 2,500 0.00% 500 0.00% 0.00%
6 RSWM Ltd 15,91,955 0.82% 3,18,391 0.82% 0.00%
7 Redrose Vanijya LLP (refer note ii) 5,58,73,775 28.95% - 0.00% 28.95%
8 Norbury Investments Ltd 2,68,14,955 13.90% 53,62,991 13.90% 0.00%
9 Microlight Investments Ltd 2,33,27,895 12.09% 46,65,579 12.09% 0.00%
10 Bharat Investments Growth Ltd - - 27,34,913 7.09% -7.09%
11 Purvi Vanijya Niyojan Ltd - - 18,68,583 4.84% -4.84%
12 LNJ Financial Services Ltd - - 16,48,323 4.27% -4.27%
13 Raghav Commercial Ltd - - 14,48,163 3.75% -3.75%
14 Jet (India) Pvt Ltd - - 10,05,599 2.61% -2.61%
15 Giltedged Industrial Securities Ltd - - 8,87,689 2.30% -2.30%
16 Shashi Commercial Company Ltd - - 6,75,536 1.75% -1.75%
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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As at As at
March 31, 2025 March 31, 2024
Sl.
No. [Name] No of % of No. of % of % change
Total Total in the
shares shares
shares shares year
17 M.L. Finlease Pvt Ltd - - 3,46,461 0.90% -0.90%
18 India Texfab Marketing Ltd - - 2,06,718 0.54% -0.54%
19 Investors India Ltd - - 36,254 0.09% -0.09%
20 Dreamon Commercial Pvt ltd - - 3,16,516 0.82% -0.82%
Total 10,76,39,870 55.78% 2,15,27,974 55.78% 0.00%
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Note (i): Update regarding sub-division of equity Shares (New Face Value H 2 per equity share):

• (a) Pursuant to approval granted by the Shareholders of HEG Limited through Postal Ballot on 20-09-2024, for the Sub-Division of one (1) equity share of HEG Limited (‘Company’) of Face Value of H 10 each into five (5) equity shares of Face Value of H 2 each, necessary post sub-division credits have been made to the shareholders holding shares in demat form as on record date through NSDL/CDSL system and new share certificates have been issued to the shareholders having shares in physical form. Record Date for the said Sub-Division was 18-10-2024.

• (b) As a result of above said sub-division, Promoter/Promoter Group shareholding has been changed from 2,15,27,974 equity shares of Face Value of H 10 each to 10,76,39,870 equity shares of Face Value of H 2 each (Ratio 5 : 1). Pre and Post sub-division holding percentage is appearing same i.e. 55.78%. There was no change in percentage holding of Promoter/Promoter Group.

• (c) Total paid up share capital (in equity shares) has been changed from 3,85,95,506 equity shares of Face Value of H 10 each to 19,29,77,530 equity shares of Face Value of H 2 each. There was no change in paid up share capital (Pre and Post sub-division of equiry shares) in Rupees i.e. H 38,59,55,060.

Note (ii): Update regarding Promoter/Promoter Group shareholding:

• (a) Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited) has shown as share holder of 28.95% by way of acquisition of 5,58,73,775 shares from promoter group companies through off market transfer pursuant to Scheme of Arrangement approved by Hon’ble NCLT, Kolkata Bench, therefore became member of promoter group of HEG Limited pursuant to provisions of Regulation 2 (1) (q) of SEBI SAST Regulations, 2011 read with Regulation 2 (1) (pp) (iii) of SEBI ICDR Regulations, 2018. The Promoter Group Companies of HEG Limited amalgamated pursuant to above NCLT Order were Bharat Investment Growth Limited, Dreamon Commercial Private Limited, Giltedged Industrial Securities Limited, Investors India Limited, India Texfab Marketing Limited, Jet (India) Private Limited, LNJ Financial Services Limited, M.L. Finlease Private Limited, Purvi Vanijya Niyojan Limited, Raghav Commercial Limited and Shashi Commercial Company Limited. In this regard, necessary disclosures under the SEBI (SAST) Regulations, 2011 and the SEBI (PIT) Regulations, 2015 have already been made to BSE Limited and National Stock Exchange of India Limited alongwith the required explanation.

• (b) As a result of the above said Scheme of Arrangement duly sanctioned by Hon’ble NCLT, Kolkata Bench, the above said 11 (Eleven) Promoter Group Companies of HEG Limited were amalgamated into Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited). The same has been disclosed in the shareholding pattern for year ended 31[st] March, 2025 under the Category “Statement showing shareholding pattern of the Promoter and Promoter Group”.

Note 18: Other equity

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As at As at
Particulars
March 31, 2025 March 31, 2024
A. Capital reserve
Balance as at the beginning of the year 3,138.24 3,138.24
Movement during the year - -
Balance as at the end of the year 3,138.24 3,138.24
B. Capital redemption reserve
Balance as at the beginning of the year 2,029.93 2,029.93
Movement during the year - -
Balance as at the end of the year 2,029.93 2,029.93
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| 197

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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As at As at
Particulars
March 31, 2025 March 31, 2024
C. Retained earnings
Balance as at the beginning of the year 4,05,480.53 3,98,694.47
Amount transferred from statement of profit and loss
- Profit for the year 10,131.23 23,154.31
- Other comprehensive income for the year (remeasurement of (2.87) 34.85
defined employee benefit plan) (net of tax expense)
Dividend distributed on equity shares during the year (8,683.99) (16,403.09)
Balance as at the end of the year 4,06,924.90 4,05,480.53
Total 4,12,093.07 4,10,648.70
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Nature and purpose of reserves

1) Capital reserve:

The Capital reserve has been created on account of warrant money forfeited and profit made on hive off of steel business.

2) Capital redemption reserve:

The capital redemption reserve has been created at the time of redemption of preference shares and buy back of own shares. The reserve can be utilised for issuing bonus shares.

3) Retained earnings

Retained earnings refer to net earnings not paid out as dividend but retained to be reinvested in the core business. The amount is available for distribution of dividend to the equity shareholders.

Note 19: Borrowings

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Loans repayable on demand from banks
Working capital loans from banks
- Secured - - 58,014.43 58,937.81
- Unsecured - - 471.22 3,000.00
Total - - 58,485.65 61,937.81
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(i) Terms of repayment of loans

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As at As at
Particulars
March 31, 2025 March 31, 2024
Loans repayable on demand
Secured
Working capital loans from banks 58,014.43 58,937.81
Unsecured
Working capital loans from banks 471.22 3,000.00
Total 58,485.65 61,937.81
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

• (ii) Nature of security against loans

• a) Working capital borrowings from banks are secured by first charge against hypothecation of all stocks present and future, stores, spare parts, packing materials, raw materials, finished goods, goods in transit / process, book debts, outstanding monies receivable, claims, bills etc.

• b) Pari-passu second charge over entire fixed assets (including land & building and plant & machineries) of the Company in respect of Graphite & Thermal Power Unit at Mandideep and Hydel Power unit at Tawa Nagar, Hoshangabad.

• (iii) Refer note 45B for classification of financial liabilities

• (iv) Refer note 46 for carrying amount of assets pledged as security for borrowings.

• (v) Refer note 45C for information about liquidity risk and market risk in respect of borrowings.

Note 20: Trade payables

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As at As at
Particulars
March 31, 2025 March 31, 2024
Trade payables
(A) Total outstanding dues of micro enterprises and small enterprises 1,079.19 846.72
(B) Total outstanding dues of creditors other than micro enterprises and 38,760.94 41,681.71
small enterprises
Total 39,840.13 42,528.43
(i) Trade payables ageing schedule
Outstanding for following periods
from due date of payment
Particulars Total
Less than 1-2 2-3 More than
Not due
1 year years years 3 years
As at March 31, 2025
- - - -
(i) MSME 1,079.19 1,079.19
(ii) Others 35,826.19 2,929.55 4.66 0.54 - 38,760.94
(iii) Disputed - MSME - - - - - -
(iv) Disputed - others - - - - - -
As at March 31, 2024
(i) MSME 846.72 - - - - 846.72
(ii) Others 39,329.30 319.45 2.04 1,874.33 156.59 41,681.71
(iii) Disputed - MSME - - - - - -
(iv) Disputed - others - - - - -
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(ii) Refer note 45B for classification of financial liabilities

• (iii) Refer note 45C for information about liquidity risk and market risk in respect of trade payables.

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| 199

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

• (iv) The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) has been determined to the extent such parties have been identified, on the basis of information and records available. The required information is as under :-

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As at As at
Particulars
March 31, 2025 March 31, 2024
a) The amount remaining unpaid to micro and small enterprises at
the end of each accounting year.
a) Principal
-Related to trade payables 1,079.19 846.72
-Related to creditors for capital purchases (refer note 21 B) 263.50 518.86
b) Interest - -
b) The amount of interest paid by the buyer in terms of section 16 - -
of the Micro, Small and Medium Enterprises Development Act,
2006, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year
c) The amount of interest due and payable for the period of delay in - -
making payment (which has been paid but beyond the appointed
day during the year) but without adding the interest specified
under the Micro, Small and Medium Enterprises Development
Act, 2006;
d) The amount of interest accrued and remaining unpaid at the end - -
of each accounting year
e) The amount of further interest remaining due and payable even - -
in the succeeding years, until such date when the interest dues
above are actually paid to the small enterprise, for the purpose of
disallowance of a deductible expenditure under section 23 of the
Micro, Small and Medium Enterprises Development Act, 2006.
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Note 21A: Lease liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Lease liabilities - land (refer note - 41) 80.26 81.89 1.62 2.27
Lease liabilities - building (refer note - 41) - 45.45 45.45 48.80
Total 80.26 127.34 47.07 51.07
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Refer note 45B for classification of financial liabilities

Refer note 45C for information about liquidity risk and market risk in respect of lease liabilities.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 21B: Other financial liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Interest accrued but not due on borrowings - - 227.63 27.71
Security deposits - - 155.60 182.83
Unpaid/unclaimed dividend [#] - - 567.16 608.16
Creditor for capital purchases
Payable to micro enterprises and small - - 263.50 518.86
enterprises
Payable to other than micro enterprises and - - 881.36 3,915.12
small enterprises
Other payables
Employee related - - 2,099.48 2,075.83
Others - - 1,990.50 1,748.31
Total - - 6,185.23 9,076.82
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There is no amount which is required to be transferred to the Investor’s Education and Protection Fund. Refer note 45B for classification of financial liabilities

Refer note 45C for information about market risk and liquidity risk in respect of other financial liabilities.

Note 22: Provisions

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Provision for employee benefits
Compensated absences (refer note 40) 529.18 489.03 104.28 95.42
Other provisions
Provision against pending litigations - - 325.83 325.83
Total 529.18 489.03 430.11 421.25
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Movement of provision against pending litigations

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Non-current Current
Nature of provisions
2024-25 2023-24 2024-25 2023-24
Carrying amount at the beginning of the year - - 325.83 435.47
Amount provided made during the year - - - -
Amount reversed during the year - - - 109.64
Carrying amount at the end of the year - - 325.83 325.83
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Note: Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

The provisions for indirect taxes and legal matters comprises of separate cases that arise in the ordinary course of business. These provisions have not been discounted as it is not practicable to estimate the timing of the provision utilisation and cash outflows, if any, pending resolution.

No reimbursements are expected in respect of the above provisions

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| 201

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 23: Deferred tax liabilities (net)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Deferred tax liabilities (A)
Difference between carrying value of property, plant and equipment as 10,078.74 9,621.18
per books of account and income tax
Fair valuation of investments - 111.15
Deferred tax assets (B)
Expenses deductible on payment basis under income tax/ provision for 39.15 60.54
employee benefits
Allowance for expected credit loss 123.10 68.06
Fair valuation of investments 438.88 -
Demerger & Amalgamation (refer note 54) 66.01 -
Net deferred tax liability (A)-(B) 9,411.60 9,603.73
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The following is the movement of the deferred tax liabilities and assets

Movement in deferred tax liabilities and assets for the year ended March 31, 2025

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Recognized in
Recognized As at
As at other
Particulars in the profit March 31,
April 1, 2024 comprehensive
or loss 2025
income
Deferred tax liabilities (A)
Difference between carrying value of property plant 9,621.18 457.56 - 10,078.74
and equipment as per books of account and tax base
Fair valuation of investments 111.15 (111.15) - -
Deferred tax assets (B)
Expenses deductible on payment basis under income 60.54 (22.36) 0.97 39.15
tax/ provision for employee benefits
Allowance for expected credit loss 68.06 55.04 - 123.10
Fair valuation of investments - 438.88 - 438.88
Demerger & Amalgamation (refer note 54) - 66.01 - 66.01
Net deferred tax liabilities/(assets) (A)-(B) 9,603.73 (191.16) (0.97) 9,411.60
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Movement in deferred tax liabilities and assets for the year ended March 31, 2024

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Recognized in
Recognized As at
As at other
Particulars in the profit March 31,
April 1, 2023 comprehensive
or loss 2024
income
Deferred tax liabilities (A)
-
Difference between carrying value of property plant 8,481.60 1,139.58 9,621.18
and equipment as per books of account and tax base
Fair valuation of investments 282.38 (171.23) - 111.15
Deferred tax assets (B)
Expenses deductible on payment basis under income 61.91 10.35 (11.72) 60.54
tax/ provision for employee benefits
Allowance for expected credit loss 22.41 45.65 - 68.06
Net deferred tax liabilities/(assets) (A)-(B) 8,679.66 912.35 11.72 9,603.73
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There are no unrecognised deferred tax liabilities/assets as at March 31, 2025 and March 31, 2024 . Deferred tax assets and liabilities have been set off as they are governed by the same taxation laws.

Note 24: Other liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Deposits from employees against various 494.69 418.42 72.01 138.79
schemes
Advance from customers - - 814.54 657.12
Statutory dues payable - - 215.50 214.07
Payable against unspent Corporate Social - - 206.07 80.34
Responsibility expenditure (refer note 43)
Others payables - - 396.00 260.96
Total 494.69 418.42 1,704.12 1,351.28
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Note: It represents Corporate Social Responsibility (CSR) expense related to ongoing projects. The same has been transferred to a special account within 30 days from end of the respective financial year as per the provisions of the Companies Act.

Note 25A: Non -Current tax assets / (liabilities)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Income tax assets (net of provision for taxation) 10,455.53 10,507.56
Total 10,455.53 10,507.56
Note 25B: Current tax liabilities / (assets)
As at As at
Particulars
March 31, 2025 March 31, 2024
Income tax liabilities (net of advance tax) 1,420.91 1,172.04
Total 1,420.91 1,172.04
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The current tax assets and current tax liabilities have been set off, to the extent, the Company : (a) has a legally enforceable right to set off the recognised amounts; and

(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously

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| 203

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 26: Revenue from operations

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Sale of products
Graphite electrodes (including by-products) 2,10,798.39 2,34,761.36
Power 2,935.48 2,13,733.87 3,220.62 2,37,981.98
Other operating income
REC sales 330.52 162.76
Fly Ash Income 11.66 -
Export incentives 1,194.86 1,345.62
1,537.04 1,508.38
Total 2,15,270.91 2,39,490.36
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Refer note 47 for disclosures as per Ind AS 115 “Revenue from contracts with customers”

Note 27: Other income

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Interest income from financial assets measured at amortized cost 1,622.09 4,017.29
Interest income from financial assets measured at fair value through 300.11 302.64
profit or loss
Rental Income 153.99 144.89
Net gain on sale of investments measured at fair value through 1,689.75 619.35
profit or loss
Net gain on fair valuation of investments measured at fair value - 194.63
through profit or loss
Net gain on sale of property, plant and equipment - 128.60
Dividend income from investments measured at fair value through 184.92 236.49
profit or loss
Gain on foreign currency fluctuations (net) - 161.50
Liabilities / provisions written back (including allowances for 1,750.04 5,499.65
expected credit losses, if any) [#]
Government Grant (refer note 51) 5,714.00 -
Miscellaneous 1,252.89 2,861.94
Total 12,667.79 14,166.98
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Based on favourable order received from the Electricity Consumer Grievance Redressal Forum (ECGRF), Bhopal, Madhya Pradesh, the liability amounting to H 5181.63 lakhs towards disputed TMM and wheeling charges levied by Madhya Pradesh Madhya Kshetra Vidyut Vitaran Company Limited , provided during the earlier years has been written back and has been recognized under the head ‘Liabilities / provisions written back’ during year ended March 31, 2024.

*State Government investment promotion assistance as per MP industrial promotion policy 2018

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 28: Cost of materials consumed

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Raw material consumed
Opening stock 16,341.60 38,302.83
Add : Purchases 1,08,084.71 87,338.45
1,24,426.31 1,25,641.28
Less: Closing stock 28,953.71 16,341.60
Cost of raw material consumed 95,472.60 1,09,299.68
Note 29: Changes in inventories of finished goods and work-in-progress
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(1) Inventories at the beginning of the period
Finished goods 50,558.61 55,986.80
Work-in-progress 35,182.52 35,593.37
Total 85,741.13 91,580.17
(2) Inventories at the end of the period
Finished goods 45,750.22 50,558.61
Work-in-progress 45,087.85 35,182.52
Total 90,838.07 85,741.13
Net (increase)/decrease [ (1) - (2) ] (5,096.94) 5,839.04
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Note 30: Employee benefit expenses

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Salaries and wages (refer note 40) 8,703.56 8,519.88
Contribution to provident and other funds (refer note 40) 615.47 606.30
Staff welfare expenses 399.22 353.69
Total 9,718.25 9,479.87
Note 31: Finance costs
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Interest on borrowings 3,116.32 3,428.49
(ii) Foreign Exchange Fluctuation on Foreign Currency Loans to the 444.70 -
extent regarded as an adjustment to borrowing cost
(iii) Others
- Interest on lease liabilities 13.48 16.84
- Interest on direct taxes i.e. income tax/TDS 31.79 127.12
- Others 313.35 1.41
Total 3,919.64 3,573.86
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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 32: Depreciation and amortisation expenses

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(1) Depreciation of property, plant and equipment (refer note 4) 19,924.54 17,348.69
(2) Depreciation of right of use assets (refer note 6) 64.66 67.04
(3) Depreciation on investment property (refer note 7) 32.86 34.11
(4) Amortisation of intangible assets (refer note 8) 32.37 15.30
Total 20,054.43 17,465.14
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Note 33: Other expenses

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Consumption of stores and spare parts (including refractory blocks) 15,880.47 15,362.15
Job/process charges 830.45 612.88
Power and fuel 33,165.35 31,008.46
Repairs and maintenance
Plant and machinery 3,774.01 3,130.90
Building 337.88 280.61
Others 1,230.23 1,023.33
Insurance 1,332.73 1,547.96
Rent (refer note 41) 36.87 36.88
Rates and taxes 228.31 234.72
Directors' sitting fees and incidental expenses 111.78 93.84
Freight & forwarding 17,372.51 13,850.06
Packing expenses (including packing material consumption) 2,145.84 1,863.70
Commission on sales 1,478.22 1,501.38
Claims and rebates 218.87 162.69
Donations - 5.50
Contribution made to political parties [#] - 1,440.00
Power generation charges 487.50 400.50
Travelling expenses 437.38 446.20
Postage and communication 72.71 63.56
Payment to auditors (Refer details below [##] ) 41.96 36.01
Contribution towards Corporate Social Responsibility (refer note 43) 929.80 695.20
Legal and professional expenses 1,242.36 689.66
Vehicle running and maintenance 68.23 70.10
Allowances for expected credit losses/ credit impairment 129.65 270.42
Net loss on sale/discard of property, plant and equipments 13.52 -
Loss on Foreign Currency Fluctuation (Net) 160.59 -
Net loss on fair valuation of investments measured at fair value through 5,965.78
profit or loss
Miscellaneous expenses 1,396.42 1,649.02
Total 89,089.42 76,475.73
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Includes contributions through electoral trusts H Nil and directly to the political parties H Nil (31 March, 2024: H 940.00 lakhs and H 500.00 lakhs respectively).

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

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(All amounts are in H Lakhs unless otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
As auditor
Statutory audit 30.00 30.00
Other services
Tax audit 2.00 2.00
Certification fees 3.64 0.59
Reimbursement of out of pocket expense 6.32 3.42
Total 41.96 36.01
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*Does not include any item of expenditure with a value of more than 1% of the revenue from operations.

Note 34: Tax expense

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
A) Tax expense recognised in the statement of profit and loss
1) Current tax 4,944.59 7,564.12
2) Current tax adjustment related to earlier years (103.36) (106.76)
3) Deferred tax (191.16) 912.35
4,650.07 8,369.71
B) Tax expense recognised in other comprehensive income
1) Current tax - -
2) Deferred tax (0.97) 11.72
(0.97) 11.72
C) Tax expense/(income) relating to items that are charged or
credited directly to equity
1) Current tax - -
2) Deferred tax - -
- -
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Reconciliation of tax expense applicable to profit before tax as per the latest statutory enacted tax rate in India to tax expense reported is as follows:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Accounting profit before tax 14,781.30 31,524.02
At India's statutory income tax rate of 25.168% 25.168 25.168
Tax as per accounting profit (A) 3,720.16 7,933.96
Add/(less) :
Effect of expenses that are not deductible in determining taxable profits 245.41 583.59
Effect of expenses that are deductible in determining taxable profits (27.23) (26.21)
Tax rate differential and other adjustments on gain on sale /fair valuation 859.86 (175.95)
of investments
Others (44.77) (52.44)
Current tax adjustment related to earlier years (103.36) 106.76
Total (B) 929.91 435.75
Income tax expense recognized for the year (A+B) 4,650.07 8,369.71
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Payments to auditors (excluding GST)

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| 207

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Disclosure in relation to undisclosed income

During the year, the Company has not surrendered or undisclosed any income in the tax assessments under the Income Tax Act,1961. There are no transactions which are not recorded in the books of account.

Note 35: Other comprehensive income

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Items that will not be reclassified to profit or loss
- Remeasurement of defined employee benefit plans (3.84) 46.57
Total (3.84) 46.57
(ii) Tax expense relating to items that will not be reclassified to profit or loss
- Remeasurement of defined employee benefit plans (0.97) 11.72
Total (0.97) 11.72
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Note 36: Earnings per share

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Profit attributable to equity shareholders of the Company 10,131.23 23,154.31
Weighted average number of equity shares for basic/diluted earning per 19,29,77,530 19,29,77,530
share (face value of H 2 each) (refer note 17)
Basic / diluted earning per share( H ) 5.25 12.00
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• There are no potential equity shares

Note 37: Segment information

The Company’s Chief Operational Decision Makers consisting of Executive whole time director (CEO) examines the Company’s performance both from product and geographic perspective and has identified two segments, i.e., Graphite electrodes (including other carbon products) and Power. The business segments are monitored separately for the purpose of making decisions about resource allocation and performance assessment.

The reportable segments are:

• Graphite Electrodes (including other carbon products)- The segment comprises of manufacturing of graphite electrodes.

• Power Generation - The segment comprises of generation of power for sale.

Segment measurement

The measurement principles for segment reporting are based on Ind AS 108. Segment’s performance is evaluated based on segment revenue and profit/loss from operating activities. Operating revenues and expenses related to both third party and inter-segment transactions are included in determining the segment results of each respective segment.

Inter segment transactions are carried out at arm’s length price.

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For the year ended March 31, 2024 2,39,490.36 - 2,39,490.36 29,963.97 4,319.93 813.98 3,573.86 31,524.02 8,369.71 23,154.31 17,465.14 270.42 As at March 31, 2024 5,41,685.38 1,27,177.08 31,745.32
-
Total Total
Lakhs unless otherwise stated) H For the year ended March 31, 2025 2,15,270.91 2,15,270.91 21,054.77 1,922.20 (4,276.03) 3,919.64 14,781.30 4,650.07 10,131.23 20,054.43 178.21 As at March 31, 2025 5,34,581.61 1,18,628.95 14,918.75
- - - (3,174.86) 90.03 - 11,987.84 91.97
31, 2024 31, 2024 1,52,876.41
For the year ended March As at March
(All amounts are in - - - (2,183.06) 93.20 - 11,853.22 96.18
Unallocable items/others For the year ended March 31, 2025 Unallocable items/others As at March 31, 2025 1,46,363.44
3,383.38 - 3,383.38 1,362.85 187.61 - 2,228.67 263.71 163.18
31, 2024 31, 2024
For the year ended March As at March
- -
Power Power
3,266.00 3,266.00 1,576.77 206.84 2,104.54 249.61 43.94
31, 2025 31, 2025
For the year ended March As at March
roducts) For the year ended March 31, 2024 2,36,106.98 - 2,36,106.98 31,775.98 17,187.50 270.42 roducts) As at March 31, 2024 3,86,580.30 1,14,925.53 31,490.17
Graphite (including other carbon p For the year ended March 31, 2025 2,12,004.91 - 2,12,004.91 21,661.06 19,754.39 178.21 Graphite (including other carbon p As at March 31, 2025 3,86,113.63 1,06,526.12 14,778.63
Standalone Financial Statements
Notes to the for the year ended March 31, 2025 1) Segment revenue and results Particulars Segment revenue Turnover Less: Inter Segment turnover External turnover Segment result before interest & taxes Add:Interest income Add / (Less): Net loss on sale/fair valuation of investments measured at fair value through profit or loss Less: Finance cost Profit before tax Less: Income tax (including deferred tax) Net profit for the year Depreciation and amortisation expense Non cash expenses other than depreciation and amortization 2) Segment assets, liabilities and other details Particulars Segment assets Segment liabilities Capital expenditure incurred during the year
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| 209

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

3) Details of unallocated items/ others

I. Unallocated assets

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As at As at
Particulars
March 31, 2025 March 31, 2024
Property, plant & equipments and investment property 926.75 990.15
Investments 1,23,127.78 99,610.26
Inventories 14.68 14.68
Cash and cash equivalents 326.75 256.54
Bank balances other than cash & cash equivalents 10,181.38 36,862.59
Financial assets-loans 43.44 57.87
Other financial assets 187.87 1,314.26
Other assets 1,099.26 3,262.49
Income tax asset 10,455.53 10,507.56
Total 1,46,363.44 1,52,876.41
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II. Unallocated liabilities

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As at As at
Particulars
March 31, 2025 March 31, 2024
Deferred tax liabilities 9,411.60 9,603.73
Current tax liabilities 1,420.91 1,172.04
Other financial liabilities 696.21 832.58
Other liabilities 154.55 225.37
Provisions 169.95 154.12
Total 11,853.22 11,987.84
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4) Geographical information:

The Company operates in two principal geographical areas-India and outside India.

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Within India (including
Outside India Total
sale to SEZ units) [#]
For the For the For the For the For the For the
Particulars
year ended year ended year ended year ended year ended year ended
March 31, March 31, March 31, March 31, March 31, March 31,
2025 2024 2025 2024 2025 2024
a) Segment revenue 72,040.61 78,191.05 1,43,230.30 1,61,299.31 2,15,270.91 2,39,490.36
- -
b) Segment non-current 2,04,066.79 2,09,721.76 2,04,066.79 2,09,721.76
assets
----- End of picture text -----*

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

• 5) The Company is domiciled in India. The Company’s revenue from operations from external customers by location of the customers is as follows:

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For the year ended For the year ended
Revenue from external customers
March 31, 2025 March 31, 2024
India (including sale to SEZ units) [#] 72,040.61 78,191.05
United Arab Emirates 1,802.24 4,291.52
Japan 2,950.56 625.84
Egypt 9,461.62 14,982.72
Korea (South) 10,944.49 8,901.32
South Africa 4,081.60 3,613.16
Spain 7,495.44 7,035.01
Turkey 11,058.46 16,341.86
USA 36,696.48 40,276.52
Mexico 6,860.64 13,207.21
Others 51,878.77 52,024.16
Total 2,15,270.91 2,39,490.36
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*Others includes revenue from countries having less than 5% of total revenue from outside India.

Export incentives have been included in segment revenue within India

• 6) The Company’s major sales are export based which is diversified in different countries and no single customer contributes more than 10% of the total Company’s revenue in 2024-25 and 2023-24

• 7) The Company has business operations only in India and does not hold any non current asset outside India.

• 8) For the purpose of reporting as per the requirements of Ind AS 108 ‘Operating Segments’, until the last financial year, the ‘Power Segment’ comprised of two Thermal Power Plants having total capacity of 63 MW at Mandideep, Bhopal (MadhyaPradesh) and a Hydro Power Plant having capacity of 13.5 MW at Tawa Nagar, District Hoshangabad (Madhya Pradesh). Keeping in view the intended future use of the Thermal Power Plants exclusively to meet the power requirement of graphite business, the thermal power plants have been considered as a part of ‘Graphite Segment’ w.e.f. current financial year. Further the Hydro Power Plant is considered a separate segment and is being continued to be disclosed under ‘Power segment’ for reporting as per Ind AS 108 ‘Operating Segments’, Accordingly, Previous year figures relating to these have been rearranged/regrouped, wherever considered necessary, to make them comparable with those of current year.

Export incentives have been included in segment revenue within India

*Non-current segment assets includes non-current assets other than financial assets and deferred tax assets.

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| 211

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 38: Contingencies and commitments

1) Contingent liabilities

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As at As at
Particulars
March 31, 2025 March 31, 2024
For taxation matters
a) Excise duty 220.04 238.09
b) Goods & services tax 36.70 36.70
c) Income tax 7,227.04 7,227.04
d) Sales tax 450.70 450.70
Other than taxation matters
a) Power related matters 847.00 748.56
b) Labour related matters 29.20 29.20
c) Other matters 1,101.53 1,107.40
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Based on legal advice, discussions with the solicitors, etc., the management believes that there is a fair chance of decisions in the Company’s favour in respect of all the items listed above and hence no provision is considered necessary against the same.

Further Company has deposited amount to the tax authorities against the cases, which shown as payment under protest in Note 13 of other assets.

2) Commitments outstanding

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As at As at
Particulars
March 31, 2025 March 31, 2024
a) Estimated value of contracts remaining to be executed on capital 3,165.70 6,754.01
account and not provided for [(net of advances of H 781.60 lakhs,
(previous year H 932.09 lakhs.)]
b) Outstanding commitments under letter of credits established by the 1,101.33 -
Company
c) Pending export obligation against EPCG/Advance license 26,244.23 18,247.67
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Note 39: Related party disclosure

A) Names of related parties and transactions taken place during the year

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----- Start of picture text -----

Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
I) Subsidiary (i) TACC Limited (i) TACC Limited
(ii) Bhilwara Infotechnology Ltd (BIL)~
(iii) HEG Graphite Ltd
II) Associates (i) Bhilwara Energy Limited (i) Bhilwara Energy Limited
(ii) Bhilwara Infotechnology Ltd (BIL)~
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
III) Subsidiaries of (i) Balephi Jalvidhyut Company Limited, (i) BG Wind Power Limited
(a) Associates Nepal
(ii) NJC Hydro Power Limited (ii) NJC Hydro Power Limited
(iii) Chango Yangthang Hydro Power Ltd. (iii) Chango Yangthang Hydro Power Ltd.
(iv) Malana Power Company Ltd (iv) Malana Power Company Ltd
(v) AD Hydro Power Ltd (v) AD Hydro Power Ltd
(vi) Indo Canadian Consultancy Services Ltd. (vi) Indo Canadian Consultancy Services Ltd.
(vii) Replus Engitech Private Limited
(viii) LNJ Greenpet Private Limited
III) Step-down (i) TEXNERE INDIA PRIVATE LIMITED
(b) Subsidiary (Subsidiary of Bhilwara Infotechnology Ltd)
IV) Key Management Sh. Ravi Jhunjhunwala-CMD & CEO Sh. Ravi Jhunjhunwala-CMD & CEO
Personnel
Sh. Riju Jhunjhunwala-Vice Chairman Sh. Riju Jhunjhunwala-Vice Chairman
Sh. Shekhar Agarwal Sh. Shekhar Agarwal
Sh. Satish Chand Mehta Sh. Satish Chand Mehta
Dr. Kamal Gupta Dr. Kamal Gupta
Smt. Vinita Singhania Smt. Vinita Singhania
Smt. Ramni Nirula Smt. Ramni Nirula
Sh. Jayant Dawar Sh. Jayant Dawar
Sh. Davinder Kumar Chugh^ Sh. Davinder Kumar Chugh
Sh. Sandip Somany
Dr. Nand Gopal Khaitan
Sh. P S Dasgupta
Sh. Manish Gulati - Executive Director Sh. Manish Gulati - Executive Director
Sh. Ravi Kant Tripathi -Chief Financial Officer
Sh. Gulshan Kumar Sakhuja - Chief Financial Sh. Gulshan Kumar Sakhuja - Chief Financial
Officer Officer
Sh. Vivek Chaudhary-Company Secretary Sh. Vivek Chaudhary-Company Secretary
V) Close family Sh. L.N. Jhunjhunwala Sh. L.N. Jhunjhunwala
members of Key Smt. Mani Devi Jhunjhunwala Smt. Mani Devi Jhunjhunwala
Management
Personnel Sh. Rishabh Jhunjhunwala Sh. Rishabh Jhunjhunwala
Smt. Rita Jhunjhunwala Smt. Rita Jhunjhunwala
Smt. Mansi Jhunjhunwala
VI) Post employment (a) Hindustan Electro Graphites Staff Gratuity (a) Hindustan Electro Graphites Staff Gratuity
benefit plan trust Fund Trust Fund Trust
(b) Hindustan Electro Graphites Ltd Senior (b) Hindustan Electro Graphites Ltd Senior
Executive Superannuation Fund Trust Executive Superannuation Fund Trust
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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
VII) Enterprises in RSWM Ltd RSWM Ltd
which KMP is
Giltedged Industrial Securities Ltd [#] Giltedged Industrial Securities Ltd
able to exercise
significant Purvi Vanijya Niyojan Ltd [#] Purvi Vanijya Niyojan Ltd
influence and Shashi Commercial Co Ltd [#] Shashi Commercial Co Ltd
with whom BSL Ltd BSL Ltd
transactions have
Maral Overseas Ltd Maral Overseas Ltd
been taken place
during the year BMD Pvt Ltd BMD Pvt Ltd
Bharat Investments Growth Limited [#] Bharat Investments Growth Limited
Jet(India) Pvt. Ltd. [#] Jet(India) Pvt. Ltd.
India Texfab Marketing Limited [#] India Texfab Marketing Limited
Investors India Limited [#] Investors India Limited
LNJ Financial Services Limited [#] LNJ Financial Services Limited
M.L. Finlease Pvt Limited [#] M.L. Finlease Pvt Limited
Raghav Commercial Limited [#] Raghav Commercial Limited
Bhilwara Technical Textiles Ltd. Bhilwara Technical Textiles Ltd.
Sabhyata Foundation (Section 8 company) Sabhyata Foundation (Section 8 company)
LNJ Bhilwara -HEG Lok Nyas (Trust) LNJ Bhilwara -HEG Lok Nyas (Trust)
Graphite Education & Welfare Society (Trust) Graphite Education & Welfare Society (Trust)
Dreamon Commercial Pvt Ltd. Dreamon Commercial Pvt Ltd.
LNJ Reality Pvt. Ltd RLJ Family Trusteeship Pvt. Ltd.
Kalati Holdings (P) Ltd.
RLJ Family Trusteeship Pvt. Ltd.
Redrose Vanijya LLP
----- End of picture text -----

~Associate upto 8[th] December 2024

^Resigned with effect from 22[nd] May 2024.

• *Appointed with effect from 13[th] November 2024.

• **Resigned with effect from 18[th] September 2024.

Amalgamated with Redrose Vanijya LLP (formerly known as Redrose Pvt. Ltd.) pursuant to scheme of arrangement duly sanctioned by Hon’ble NCLT Kolkata Bench.

B) Transaction during the year with related parties

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
I) Subsidiary TACC Limited Reimbursement received 4.03 128.52
Investment in Equity Shares 4,000.00 7,000.00
HEG Graphite Ltd Investment in equity shares 1.00 -
Reimbursement received 1.21 -
II) Associates Bhilwara Energy Ltd. Reimbursement received 1.47 3.94
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
III) Subsidiaries of Malana Power Co.Ltd. Reimbursement received 14.61 14.36
Associates
AD Hydro Power Ltd Reimbursement received 1.18 18.74
Indo Canadian Consultancy Reimbursement received 7.93 7.27
Services Ltd.
BG Wind Power Limited Reimbursement received - 0.45
Chango Yangthang Hydro Reimbursement received - 0.27
Power Ltd.
IV) Key Sh. Ravi Jhunjhunwala-CMD Salary and Allowances (Including 432.56 376.78
Management & CEO perquisites and Contribution in PF
Personnel and Superannuation) [#]
Commission 662.88 977.00
Purchase of equity share of BIL 583.27 -
Dividend Paid 0.16 0.31
Sh. Riju Jhunjhunwala-Vice Director sitting fee 8.25 9.75
Chairman
Dividend Paid 0.31 0.58
Reimbursement of expenses 0.33 0.39
Purchase of equity share of BIL 168.30 -
Sh. Shekhar Agarwal Director sitting fee 10.50 7.50
Reimbursement of expenses 0.42 0.30
Sh. Satish Chand Mehta Director sitting fee 17.25 9.75
Reimbursement of expenses 0.93 0.80
Dr. Kamal Gupta Director sitting fee 15.75 24.75
Reimbursement of expenses 0.63 0.99
Dividend Paid 0.11 0.20
Smt. Vinita Singhania Director sitting fee 5.25 4.50
Reimbursement of expenses 0.33 0.30
Smt. Ramni Nirula Director sitting fee 18.75 9.75
Reimbursement of expenses 0.75 0.39
Sh. Jayant Dawar Director sitting fee 17.25 12.75
Reimbursement of expenses 0.69 0.51
Dividend Paid 0.00 0.00
Sh. Davinder Kumar Chugh Director sitting fee - 11.25
Reimbursement of expenses - 0.45
Sh. Sandip Somany Director sitting fee 4.50 -
Reimbursement of expenses 0.18 -
Dr. Nand Gopal Khaitan Director sitting fee 8.25 -
Reimbursement of expenses 2.19 -
Sh. P S Dasgupta Director sitting fee 1.50 -
Reimbursement of expenses 0.06 -
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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
Sh. Manish Gulati - Salary and Allowances (Including 187.80 167.14
Executive Director perquisites and Contribution in PF
and Superannuation) [#]
Commission 108.33 100.00
Sh. Ravi Kant Tripathi Salary and Allowances (Including 68.92 -
-Chief Financial Officer perquisites and Contribution in PF
and Superannuation)
Sh. Gulshan Kumar Sakhuja Salary and Allowances (Including 71.98 69.27
- Chief Financial Officer perquisites and Contribution in PF
and Superannuation)
Housing Loan Repayment -Principal 8.75 5.00
Special Loan sanctioned - 3.96
Special loan Repayment- Principal 1.98 1.98
Housing Loan & Special Loan - 0.19 0.60
Interest Repayment
Sh. Vivek Chaudhary- Salary and Allowances (Including 54.54 44.98
Company Secretary perquisites and Contribution in PF
and Superannuation) [#]
Housing Loan Repayment -Principal 1.40 1.40
Special loan sanctioned - 12.00
Special loan Repayment- Principal 2.40 1.60
Housing Loan & Special Loan - 1.12 0.78
Interest Repayment
Sale of furniture under employee - 0.17
scheme
V) Close family Sh. Rishabh Jhunjhunwala Dividend Paid 0.41 0.77
members of Key Purchase of equity share of BIL 88.42 -
Management
Personnel Smt. Rita Jhunjhunwala Dividend Paid 0.42 0.80
Purchase of equity share of BIL 114.57 -
VI) Post (a) Hindustan Electro Contribution in Employee Benefit - -
employment Graphites Staff Gratuity Scheme
benefit Plan Fund Trust
Trust
(b) Hindustan Electro Contribution in Employee Benefit 156.77 184.26
Graphites Ltd Scheme
Senior Executive
Superannuation Fund
Trust
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
VII) Enterprises in RSWM Ltd Rent Paid 43.52 43.52
which KMP is
Reimbursement received 65.69 60.17
able to exercise
significant Reimbursement made 199.56 172.47
influence. Dividend Paid 71.64 135.32
Shashi Commercial Co. Ltd. Rent Paid 20.22 32.97
Dividend Paid 152.00 287.10
Purchase of equity share of BIL 110.66 -
Purvi Vanijaya Niyojan Ltd. Rent Paid - 3.64
Reimbursement made - 0.34
Reimbursement received 0.21 2.36
Dividend Paid 420.43 794.15
Purchase of equity share of BIL 232.27 -
Giltedged Industrial Rent Paid 4.08 22.77
Securities Ltd.
Dividend Paid 199.73 377.27
Reimbursement received - 0.45
Purchase of equity share of BIL 18.56 -
BSL Ltd Rent Received 12.19 12.19
Purchase of Fabrics 2.23 3.32
Reimbursement received 1.52 1.07
Maral Overseas Ltd Reimbursement received 24.01 23.94
BMD Pvt Ltd Reimbursement received 17.06 13.07
Bhilwara Technical Reimbursement received - 0.27
Textiles Ltd.
Bharat Investments Reimbursement received - 0.57
Growth Ltd.
Dividend Paid 615.36 1,162.34
Purchase of equity share of BIL 241.33 -
Jet(India) Pvt. Ltd. Dividend Paid 226.26 427.38
India Texfab Marketing Dividend Paid 46.51 87.86
Limited Purchase of equity share of BIL 130.33 -
Investors India Limited Dividend Paid 8.16 15.41
LNJ Financial Services Dividend Paid 370.87 700.54
Limited Reimbursement received - 0.27
Purchase of equity share of BIL 884.96 -
M.L. Finlease Pvt Limited Dividend Paid 77.95 147.25
Raghav Commercial Dividend Paid 325.84 615.47
Limited Reimbursement received - 0.54
Purchase of equity share of BIL 182.20 -
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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
RLJ Family Trusteeship Dividend Paid 0.11 0.21
Pvt. Ltd.
Dreamon Commercial Reimbursement received 0.08 0.27
Pvt Ltd.
Dividend Paid 71.22 134.52
Purchase of equity share of BIL 363.72 -
LNJ Reality Pvt. Ltd Rent Paid 39.25 -
Reimbursement received 0.45 -
Reimbursement made 0.08 -
Kalati Holdings (P) Ltd. Purchase of equity share of BIL 185.83 -
Redrose Vanijya LLP Reimbursement received 0.64 -
Sabhyata Foundation Donation under Corporate Social - 200.00
Responsibility (CSR)
LNJ Bhilwara - Donation under Corporate Social 35.38 37.70
HEG Lok Nyas Responsibility (CSR)
Graphite Education & Donation under Corporate Social 12.60 500.00
Welfare Society Responsibility (CSR)
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Note: Remuneration amount of key Managerial Personnel represents remuneration paid for the whole year irrespective of the period for which the person is key Managerial Personnel.

C) Details of outstanding balances as at the end of year

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Sl. Name of the related As at As at
No. [Related party] party Particulars March 31, 2025 March 31, 2024
1 Subsidiary TACC Limited Investments 12,000.00 8,000.00
Bhilwara Investments 4,145.90 -
Infotechnology Ltd
HEG Graphite Ltd Investments 1.00 -
2 Associates Bhilwara Energy Ltd. Investments 30,711.50 30,711.50
Bhilwara Investments - 419.00
Infotechnology Ltd
3 Key Management Sh. Ravi Jhunjhunwala- Salary payable 407.20 600.97
Personnel CMD & CEO (including commission)
Sh Manish Gulati - Salary payable (including 76.00 64.27
Executive Director commission)
Sh Gulshan Kumar Loan outstanding at the - 10.73
Sakhuja - Chief Financial end of the year
Officer Salary payable (including - 3.05
commission)
Sh. Vivek Chaudhary- Loan outstanding at the 11.97 15.77
Company Secretary end of the year
Salary payable (including 1.69 0.34
commission)
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Sl. Name of the related As at As at
No. [Related party] party Particulars March 31, 2025 March 31, 2024
Sh. Ravi Kant Tripathi -Chief Salary payable (including 1.74 -
Financial Officer commission)
4 Post employment Hindustan Electro Graphites Payable 157.88 183.76
benefit Plan Trust Ltd Senior Executive
Superannuation Fund Trust
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Note: There is no provision for doubtful debts related to amount of outstanding balances due from related parties.

D) Transactions with Key Managerial Personnel

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Year ended Year ended
Particulars
March 31, 2025 March 31, 2024
Short term benefits 1,513.81 1,670.41
Post employment benefits [#] 73.20 64.75
Director's Sitting Fee 107.25 90.00
Reimbursement of expenses and Incidental expenses 6.51 4.13
Dividend paid by the company 0.58 1.08
Housing loan repayment -principal (10.15) (6.40)
Purchase of equity share of BIL 751.57 -
Special loan given - 15.96
Special loan repayment-principal (4.38) (3.58)
Housing loan and Special loan repayment -interest (1.31) (1.38)
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Remuneration does not Include provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole.

Terms and conditions of transactions with related parties

All related party transactions entered during the year were in ordinary course of the business and on arm’s length basis. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

There have been no guarantees provided or received for any related party as at March 31, 2025 and March 31, 2024.

For the year ended March 31, 2025, the Company has not recorded any impairment in respect of any bad or doubtful debts due from related parties (March 31, 2024: Nil).

Note 40: Disclosures required as per Indian Accounting Standard-19 “Employee Benefits”

(A) Defined contribution plan

The Company makes contribution to Provident fund, ESIC and retirement benefits plans for eligible employees under the scheme and recognised as expense and included in the note no. 30 Employee benefit expenses under the head “Contribution to provident and other funds”. The details are as under:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Employer's contribution to Provident Fund (including administrative and 435.14 400.42
other expenses)
Employer's contribution to Superannuation Fund 156.77 184.26
Employer's contribution to Employees State Insurance Corporation 23.56 21.62
Total 615.47 606.30
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| 219

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(B) Defined benefit plan

The Company sponsors funded defined benefit plan for qualifying employees. This defined benefit plan of gratuity is administered by a separate trust that is legally separate from the entity. The trust is responsible for investment policy with regard to the assets of the trust and the contributions are invested in a scheme with Life Insurance Corporation of India (LIC) as permitted by Law. The management of fund is entrusted with the LIC. The liability for employee gratuity is determined on actuarial valuation using projected unit credit method.

These plans typically expose the Company to actuarial risks such as Investment risk, Interest rate risk, Longevity risk and Salary risk.

(i) Investment risk

The probability or likelihood of occurrence of losses related to the expected return on investment. if the actual return on plan assets is below the expected return, it will create plan deficit.

(ii) Interest risk

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in value of the liability.

(iii) Longevity risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plans liability.

(iv) Salary risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

The following table set out the funded status of the gratuity plan and amounts recognised in the balance sheet:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
I. Movement in the present value of defined benefit obligation:
Present value of defined benefit obligation at the beginning of the year 1,384.48 1,241.64
Current service cost 86.94 83.55
Interest cost 98.99 92.38
Past service cost including curtailment (gains)/losses - -
Benefits paid (176.90) (93.79)
Actuarial changes (gain)/loss 20.42 60.70
Present value of defined benefit obligation at the end of the year 1,413.93 1,384.48
II. Movement in fair value of plan assets:
Fair value of plan assets at the beginning of the year: 2,054.20 1,812.11
Interest income 146.88 134.82
Contribution - -
Benefits paid - -
Remeasurement- return on plan assets excluding amount included in 16.58 107.28
net interest
Fair value of plan assets at the end of the year 2,217.66 2,054.20
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
III. Net assets/(liability) recognized in balance sheet:
Present value of defined benefit obligation 1,413.93 1,384.48
Fair value on plan assets 2,217.66 2,054.20
Surplus/(deficit) 803.73 669.72
Effect of asset ceiling if any - -
Net assets/(liability) recognized in balance sheet 803.73 669.72
The above amount has been shown in note-13 "Other assets" under the
head "Gratuity fund receivable"
IV(a). Amount recognized in statement of profit and loss
Current service cost 86.94 83.55
Net interest expense on net defined benefits liability / (asset) (47.89) (42.44)
Net cost 39.05 41.11
The above amount has been included in note-30 "Employee benefit expenses" under the head "Salaries and wages" in
the statement of profit and loss
IV (b). Amount recognized in other comprehensive income
Actuarial gain/ (loss) on obligation (20.42) (60.70)
Remeasurement- Return on plan assets (excluding amount included in net 16.58 107.28
Interest)-gain/ (loss)
Net income/(expense) for the period recognised in other (3.84) 46.57
comprehensive income
V. Bifurcation of actuarial gain/(loss) on obligation.
- -
1. Actuarial changes arising from changes in demographic assumptions
(gain/ (loss))
2. Actuarial changes arising from changes in financial assumptions 6.90 (31.46)
(gain/ (loss))
3. Actuarial changes arising from changes in experience adjustments 13.52 (29.25)
(gain/ (loss))
4. Actuarial gain/(loss) arising on plan assets (16.58) 107.28
VI. The major categories of plan assets as a percentage of the fair
value of total plan assets :
Insurer management fund 100% 100%
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| 221

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
VII. The Principal assumptions used for the purpose of actuarial
valuation are as follows:
Discount rate (per annum) 7.09% 7.15%
Salary escalation (per annum) 5.00 5.00
Retirement age 58/60 58/60
Mortality rate during employment 100% of IALM 100% of IALM
(2012 - 14) (2012 - 14)
Method used Projected unit Projected unit
credit method credit method
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All assumptions are reviewed at each reporting date.

VIII. Sensitivity analysis of the defined benefit obligations.

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rate. Due to the complexity involved in the valuation it is highly sensitive to the changes in these assumptions. Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase. The sensitivity is computed by varying one actuarial assumption used for valuation of defined benefit obligation by 0.50% keeping all other actuarial assumptions constant. There is no change from the previous period in the methods and assumptions used in preparing the sensitivity analysis.

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) Impact of the change in discount rate
Impact due to increase of 0.50%-increase(decrease) in obligation (55.90) (53.82)
Impact due to decrease of 0.50 %-increase(decrease) in obligation 60.12 57.84
b) Impact of the change in salary increase
Impact due to increase of 0.50%-increase(decrease) in obligation 51.85 50.23
Impact due to decrease of 0.50 %-increase(decrease) in obligation (49.48) (47.71)
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IX. The defined benefit obligation shall mature after the year end as follows:

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) 0-1 year 95.02 140.41
b) 1-2 year 104.59 64.41
c) 2-3 year 142.54 109.41
d) 3-4 years 66.32 129.52
e) 4-5 years 121.11 57.95
f) More than 5 years 884.35 882.78
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• X. The Company expects to make a contribution of D 44.43 lakhs to defined benefit plans during the next financial year (March 31, 2024 D 47.28 lakhs).

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(C) Other long term employee benefits (compensated absences)

• (i) Amount recognized towards compensated absences in statement of profit and loss in note 30 “employee benefit expenses” under the the head “salaries and wages” is H 98.95 lakhs (previous year H 229.65 lakhs).

• (ii) Liability towards compensated absences as at the end of the year is as under:

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As at As at
Particulars
March 31, 2025 March 31, 2024
Current liability 104.28 95.42
Non-current liability 529.18 489.03
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The above amount has been shown in note-22 “Provisions” under the head “Compensated absences”.

Note 41: Leases

(i) Company as a lessee

• (a) The depreciation expense on ROU assets of H 64.66 lakhs (previous year H 67.04 lakhs) is included under depreciation and amortization expense in the statement of profit and loss.

• (b) Interest expense on the lease liability amounting to H 13.48 lakhs (previous year H 16.84 lakhs) has been included as component of finance costs in the statement of profit and loss.

(c) The change in the carrying value of right of use asset during the year is as under:

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Particulars Gross carrying value Depreciation Net carrying value
(i) Land
As at April 1, 2023 889.90 268.69 621.20
Addition during the year - -
Depreciation during the year - 19.19
As at March 31, 2024 889.90 287.88 602.02
As at April 1, 2024 889.90 287.88 602.02
Addition during the year - -
Depreciation during the year - 16.76
As at March 31, 2025 889.90 304.64 585.26
(ii) Buildings
As at April 1, 2023 243.29 164.50 78.79
Addition during the year 56.33 -
Adjustments during the year - -
Depreciation during the year - 47.85
As at March 31, 2024 299.63 212.35 87.28
As at April 1, 2024 299.63 212.35 87.28
Addition during the year - -
Adjustments during the year - -
Depreciation during the year - 47.90
As at March 31, 2025 299.63 260.25 39.38
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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(d) The following is the break-up of current and non-current lease liabilities:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Current lease liabilities 47.07 51.07
Non current lease liabilities 80.26 127.34
Total 127.33 178.41
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(e) The following is the movement in lease liabilities

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Balance at the beginning of the year 178.41 166.25
Additions during the year - 56.33
Adjustments during the year - -
Finance cost accrued during the year 13.48 16.84
Payment of lease liabilities (64.56) (61.02)
Balance at the end of the year 127.33 178.41
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(f) The table below provides details regarding the contractual maturities of lease liabilities:

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For the year ended For the year ended
March 31, 2025 March 31, 2024
Particulars
Minimum Present value Minimum Present value
payments of payments payments of payments
Within one year 56.77 47.07 64.56 51.07
After one year but not more than 5 years 39.24 8.28 86.21 52.98
More than 5 years 304.88 71.98 314.69 74.35
Total minimum lease payments 400.89 127.33 465.46 178.41
Less: amount representing finance charges 273.56 287.05
Present value of minimum lease payments 127.33 127.33 178.41 178.41
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The Company does not face liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

(g) Short- term leases

The Company incurred H 36.87 lakhs during the year ended March 31, 2025 towards expense relating to short-term leases having tenure of less than 12 months (previous year H 36.88 lakhs).

(ii) Company as a lessor

The Company has given on lease building under operating lease. The rental income recorded for the year ended March 31, 2025 is H 153.99 lakhs (previous year H 144.89 lakhs). In accordance with Indian Accounting Standard (Ind AS-116) on ‘Leases’, disclosure of the future minimum lease income in the aggregate and for each of the following periods is as follows:

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 42: Events after the reporting period

The Board of Directors of company has recommended a final dividend of H 1.80/- per equity share of the face value of H 2 each (previous year H 22.50/- per equity share of face value of H 10 each) which is subject to the approval of shareholders in the ensuing Annual General Meeting.

Note 43: Corporate Social Responsibility (CSR)

The Company meeting the applicable threshold under Section 135 of the Companies Act, 2013 (“Act”) read with related rules thereto, is mandatorily required to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The funds were utilized throughout the year on the activities which are specified in Schedule VII of the Companies Act, 2013. The disclosures in this regard are as under:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Amount required to be spent for the year 929.80 659.17
(ii) Interest earned on deposits under on-going projects-Included in CSR - 36.03
Expense in the statement of profit and loss
(iii) Amount of expenditure incurred during the year
(i) Expenditure incurred out of obligation of current year
a) Construction/acquisition of any asset Nil Nil
b) On purposes other than (a) above 723.73 604.01
(ii) Expenditure incurred out of on-going projects of earlier years
a) Construction/acquisition of any asset Nil Nil
b) On purposes other than (a) above 80.34 894.86
(iv) Shortfall of current year 206.07 55.16
(v) Total of previous years shortfall (including interest earned on deposits 0.00 25.18
under on-going projects)
(vi) Reason for shortfall (of current and previous years) Pertains to ongoing Pertains to ongoing
projects projects
(vi) Nature of CSR activities Eradication of hunger and malnutrition,
Promoting gender equality, empowering
women, setting up homes and hostels
for women, old age persons and orphans,
promoting education, art and culture,
healthcare, environment sustainability,
Protection of national heritage, art and
culture, and rural development projects.
(vii) Details of related party transactions, e.g. contribution to a trust Refer note no. 39 Refer note no. 39
controlled by the Company in relation to CSR expenditure as per
relevant Accounting Standard
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As at As at
Particulars
March 31, 2025 March 31, 2024
(i) Not later than one year 150.44 134.58
(ii) Later than one year and not later than five years 139.13 269.78
(iii) Later than five years - -
Total 289.57 404.36
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| 225

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 44: Details of loans given, investments made in body corporates and guarantee given covered U/S 186(4) of The Companies Act, 2013

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Investment made (For detail of investments made, refer note 9)
Investments as at the beginning of the year 44,803.78 32,130.50
Add: investments made during the year 28,620.92 14,117.03
Less: investments sold during the year (366.66) -
Add/(less): gain/(loss) on fair valuation of such investments till end of the year (8,016.20) (1,443.75)
Investments as at the end of the year 65,041.84 44,803.78
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Note: In line with Circular No 04/2015 issued by Ministry of Corporate Affairs dated March 10, 2015, loans given to employees (including loan to whole time Director in the capacity of employee) as per the policy are not considered for the purposes of disclosure under Section 186(4) of the Companies Act, 2013.

Note 45: Financial instruments and risk management

45A. Capital management

The Company’s objective when managing capital are to:

• (i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• (ii) Maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company monitors capital using a gearing ratio, which is net debt (net of cash and cash equivalents) divided by total equity.

The Company is not subject to any externally imposed capital requirements.

(i) The gearing ratios were as follows:

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As at As at
Particulars
March 31, 2025 March 31, 2024
(a) Debt 58,485.65 61,937.81
(b) Cash & cash equivalents (2,365.25) (11,015.43)
(c) Net debt (a)+(b) 56,120.40 50,922.38
Total equity 4,15,952.66 4,14,508.30
Net debt to equity ratio 0.13 0.12
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*Debt is defined as long- term and short-term borrowings (excluding derivative, financial guarantee contracts and contingent consideration), refer note 19 for the details of borrowings.

(ii) Loan covenants:

In order to achieve overall objective of capital management, amongst other things, the management aims to ensure that it meets financial covenants attached to the loans and borrowings. The management carefully negotiates the terms and conditions of the loans and ensures adherence to all the financial covenants. Breaches in meeting the financial covenants would permit the bank to call loans and borrowings or charge some penal interest. There have been no breaches in the loan covenants of in respect of loans and borrowings during the year ended March 31, 2025 and March 31, 2024.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 45B: Financial instruments- accounting classification and fair value measurement

(a) Classification of financial instruments

As at March 31, 2025

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----- Start of picture text -----

Carrying amount
At fair value At fair value
Total
At through OCI through profit or loss Total
Particulars carrying
amortised Designated Designated amount fair value
cost upon initial Mandatory upon initial Mandatory
recognition recognition
Financial assets
Investments (refer note 9) [#]
-Equity instruments - 18,183.44 18,183.44 18,183.44
-Fixed maturity plans 9,674.30 9,674.30 9,674.30
-Mutual funds 34,481.02 34,481.02 34,481.02
-Bond funds 8,871.65 8,871.65 8,871.65
-Infra trust 5,060.00 5,060.00 5,060.00
-Bonds - - -
Trade receivables 43,994.29 - - 43,994.29 43,994.29
(refer note 10)
Cash and cash 2,365.25 - - 2,365.25 2,365.25
equivalents
(refer note 15)
Other bank balances 9,478.07 9,478.07 9,478.07
(refer note 16)
Loans (refer note 11) 180.22 - - 180.22 180.22
Other financial assets 12,044.66 12,044.66 12,044.66
(refer note 12)
- - - - -
Derivative financial
instruments
(refer note 12)
Total financial assets 68,062.49 - - - 76,270.41 1,44,332.90 1,44,332.90
Financial liabilities
Borrowings (refer note 19) 58,485.65 - 58,485.65 58,485.65
-
Trade payables 39,840.13 39,840.13 39,840.13
(refer note 20)
Lease liabilities 127.33 - 127.33 127.33
(refer note 21A)
-
Other financial liabilities 6,185.23 6,185.23 6,185.23
(refer note 21B)
- - - -
Derivative financial
instruments
(refer note 21B)
Total financial 1,04,638.34 - - - - 1,04,638.34 1,04,638.34
liabilities
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| 227

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

As at March 31, 2024

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Carrying amount
At fair value At fair value
Total
At through OCI through profit or loss Total
Particulars carrying
amortised Designated Designated amount fair value
cost upon initial Mandatory upon initial Mandatory
recognition recognition
Financial assets
Investments (refer note 9) [#]
-Equity instruments 5,673.28 5,673.28 5,673.28
-Fixed maturity plans 8,960.41 8,960.41 8,960.41
-Mutual funds 32,360.77 32,360.77 32,360.77
-Bond funds 8,148.10 8,148.10 8,148.10
-Infra trust 5,337.20 5,337.20 5,337.20
-Bonds - -
Trade receivables 50,824.88 - - 50,824.88 50,824.88
(refer note 10)
Cash and cash 11,015.43 - - 11,015.43 11,015.43
equivalents
(refer note 15)
Other bank balances 27,318.37 27,318.37 27,318.37
(refer note 16)
Loans (refer note 11) 154.00 - - 154.00 154.00
Other financial assets 9,253.20 9,253.20 9,253.20
(refer note 12)
Derivative financial - - 126.35 126.35 126.35
instruments
(refer note 12)
Total financial assets 98,565.87 - - - 60,606.11 1,59,171.98 1,59,171.98
Financial liabilities
Borrowings (refer note 19) 61,937.81 - 61,937.81 61,937.81
-
Trade payables (refer 42,528.43 42,528.43 42,528.43
note 20)
Lease liabilities 178.41 - 178.41 178.41
(refer note 21A)
-
Other financial liabilities 9,076.82 9,076.82 9,076.82
(refer note 21B)
- - - -
Derivative financial
instruments
(refer note 21B)
Total financial 1,13,721.46 - - - - 1,13,721.46 1,13,721.46
liabilities
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying value largely due to the short-term maturities of these instruments.

(b) Fair value measurement

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of inputs used in determining fair values, the Company has classified its financial instruments into three levels prescribed under the accounting standards.

The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation techniques:

Level 1: Quoted prices (unadjusted) in the active markets for identical assets or liabilities.

Level 2: Other techniques for which all the inputs have a significant effect on the recorded fair values are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.Sensitivity of Level 3 Financial Instruments is insignificant.

As at March 31, 2025

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Carrying Fair value
amount Level 1 Level 2 Level 3
Financial assets measured at fair value
through profit or loss
Investments
- Equity instruments (excluding investment 18,183.44 18,183.44
in Associates)
- Fixed maturity plans 9,674.30 - 9,674.30 -
- Mutual funds 34,481.02 - 34,481.02 -
- Bond funds 8,871.65 - 8,871.65
- Infra trust 5,060.00 - - 5,060.00
- - - -
Derivative financial instruments
Total 76,270.41 18,183.44 53,026.97 5,060.00
Financial liabilities measured at fair value
through profit or loss
Derivative financial instruments - - - -
Total - - - -
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Investment value excludes investment in Associates/Subsidiaries of H 46,858.40 lakhs (March 31, 2024: H 39,130.50 lakhs) which are shown at cost in balance sheet as per Ind AS 27 “Separate Financial Statements”.

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| 229

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

As at March 31, 2024

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----- Start of picture text -----

Carrying Fair value
amount Level 1 Level 2 Level 3
Financial assets measured at fair value
through profit or loss
Investments
- Equity instruments (excluding investment 5,673.28 5,673.28 - -
in Associates)
- Fixed maturity plans 8,960.41 - 8,960.41 -
- Mutual funds 32,360.77 - 32,360.77 -
- Bond funds 8,148.10 - 8,148.10 -
- Infra trust 5,337.20 - - 5,337.20
Derivative financial instruments 126.35 126.35
Total 60,606.11 5,673.28 49,595.61 5,337.20
Financial liabilities measured at fair value
through profit or loss
Derivative financial instruments - - - -
Total - - - -
----- End of picture text -----

The following methods and assumptions were used to estimate the fair values:

Quoted equity investments: Fair value is derived from quoted market prices in active markets.

Investments in mutual funds/ fixed maturity Plans/bond funds: Fair value is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) declared by fund house.

Investment in market linked non-convertible debentures: Fair value is determined by reference to valuation provided by CRISIL.

Investment in infrastructure trust: Fair value is derived on the basis of valuation certificate by independent professional based on net asset at fair value approach, in this approach the net asset at fair value is used to capture the fair value of these investments.

Derivative contracts: The Company has entered into foreign currency contracts to manage its exposure to fluctuations in foreign exchange rates. These financial exposures are managed in accordance with the Company’s risk management policies and procedures. Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data, i.e., mark to market values determined by the authorised dealers banks.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 45C Financial risk management

This note explains the risk which Company is exposed to and policies and framework adopted by the Company to manage these risks.

The Company’s principal financial liabilities comprise borrowings, trade and other payables and the main purpose of these financial liabilities is to manage finances for the day to day operations of the Company. The Company’s principal financial assets include trade and other receivables, and cash and bank balances that arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Board of Directors reviews and approves policies for managing each of these risks, which are summarized below.

(A) Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.

(i) Foreign currency risk:

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and EURO. The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to accounts receivable and accounts payable. The use of foreign currency forward contracts is governed by the Company’s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company’s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

a) Foreign currency forward contracts outstanding as at the balance sheet date

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As at March 31, 2025 As at March 31, 2024
Category Currency Nature No. of (USD) (INR) No. of (USD) (INR)
contracts (in Lakhs) (Lakhs) contracts (in Lakhs) (Lakhs)
Against receivables USD/ INR Sold - - - 25 250.00 20,843.48
Against receivables EUR/ INR Sold - - - 9 50.00 4,510.89
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The line item in the balance sheet that includes the above hedging instruments are “Other financial assets and other financial liabilities”.

b) Particulars of foreign currency risk exposure

(c) Reconciliation of Level 3 fair value measurements is given below:

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Particulars Amount
As at April 1, 2023 6,028.00
Additions during the year -
Sales during the year -
Gain/(loss) recognised in profit or loss on fair value changes (690.80)
As at March 31, 2024 5,337.20
Additions during the year -
Sales during the year -
Gain/(loss) recognised in profit or loss on fair value changes (277.20)
As at March 31, 2025 5,060.00
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The Company’s exposure to foreign currency risk at the end of the reporting period is as follows:

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As at March 31, 2025 As at March 31, 2024
Particulars Currency Amount in FC Amount in INR Amount in FC Amount in INR
(in Lakhs) ( D in Lakhs) (in Lakhs) ( D in Lakhs)
I. Financial liabilities
Creditors (A) USD 162.84 13,935.97 187.63 15,643.82
Euro 0.14 13.26 2.69 243.07
Other payables (B) USD 12.03 1,029.50 11.22 935.50
Euro 5.52 509.35 4.19 378.17
Total exposure to foreign currency risk USD 174.87 14,965.47 198.85 16,579.31
(liabilities) (C=A+B) Euro 5.66 522.61 6.89 621.23
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| 231

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

As at March 31, 2025 As at March 31, 2024
Particulars Currency Amount in FC Amount in INR Amount in FC Amount in INR
(in Lakhs) ( D in Lakhs) (in Lakhs) ( D in Lakhs)
II. Financial assets
Trade receivables (D) USD 243.57 20,844.92 342.40 28,547.14
Euro 97.93 9,041.28 56.73 5,118.12
Bank balances (E) USD 0.02 1.74 0.01 0.96
Euro 0.00 0.00 0.00 0.11
Total exposure to foreign currency risk USD 243.59 20,846.66 342.41 28,548.10
(assets) (F=D+E) Euro 97.93 9,041.28 56.73 5,118.23
Net exposure to foreign currency USD 68.72 5,881.19 143.56 11,968.79
risk after considering natural hedge Euro 92.27 8,518.67 49.85 4,497.00
receivable/(payable) (G=F-C)
Foreign currency forward contracts USD - - 250.00 20,843.48
outstanding in respect of receivables (H) Euro - - 50.00 4,510.89
Foreign currency forward contracts USD - - - -
outstanding in respect of payables (I) Euro - - - -
Net exposure to foreign currency risk in USD 68.72 5,881.19 - -
respect of receivables after considering Euro 92.27 8,518.67 - -
natural hedge and forward contracts [#]
(F-H)
Net exposure to foreign currency risk in USD - - - -
respect of payables after natural hedge Euro - - - -
and considering forward contracts [#] (F-H)
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to the extent of receivable/payable in books of account

(c) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.

The following table demonstrates the sensitivity in the USD and Euro to the Indian Rupee with all other variables held constant and its impact on the Company’s profit before tax :

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----- Start of picture text -----

Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
USD Sensitivity
Increase in exchange rate by 5% (previous year 5%) 294.06 -
Decrease in exchange rate by 5% (previous year 5%) -294.06 -
EURO sensitivity
Increase in exchange rate by 5% (previous year 5%) 425.93 -
Decrease in exchange rate by 5% (previous year 5%) -425.93 -
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(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. In order to manage the interest rate risk, treasury performs a

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

(a) Interest risk exposure:

The exposure of the Company’s borrowings to interest rate changes at the end of the reporting period are as follows:

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As at March 31, 2025 As at March 31, 2024
Weighted Weighted
Particulars Outstanding % of Outstanding % of
average average
balance total balance total
interest interest
( D in lakhs) loans ( D in lakhs) loans
rate rate
Working capital loans from bank
Variable rate borrowings 6.03% 58,485.65 100 5.37% 61,937.81 100
Fixed rate borrowings - - - -
Total borrowings 6.03% 58,485.65 100 5.37% 61,937.81 100
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(b) Sensitivity:

Profit/loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

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----- Start of picture text -----

Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Interest rate - increase by 50 basis points (292.43) (309.69)
Interest rate - decrease by 50 basis points 292.43 309.69
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(iii) Security price risk:

(a) Price risk:

The Company manages the surplus funds majorly through investments in debt based fixed maturity plans, mutual fund schemes, equity instruments and infrastructure trust. The price of investment in Fixed Maturity Plans, mutual fund schemes is reflected through net asset value (NAV) declared by the asset management Company on daily basis as reflected by the movement in the NAV of invested schemes. The price of investment in equity instruments is reflected through price listed on stock exchange. The price of investment in infrastructure trust is reflected through valuation certificate by the independent professional on quarterly basis where valuation is determined based on fair value of assets of trust as on date of valuation. The Company is exposed to price risk on such Investments.

Particulars	For the year ended March 31, 2025 For the year ended March 31, 2024
Investments in debt based fxed maturity plans, mutual fund schemes, equity instruments and infrastructure trust carried at fair value through proft and loss	76,270.41 60,479.76

(b) Sensitivity:

The below is the sensitivity analysis at the end of the year in case fair value/NAV has been 1% higher / lower.

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Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Fair value/NAV increase by 1% 762.70 604.80
Fair value/NAV decrease by 1% (762.70) (604.80)
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| 233

53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(B) Credit risk:

Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables, loans to employees and security deposits). Credit risk on cash and cash equivalents, other bank balances is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. The Company’s credit risk in case of all other financial instruments is negligible.

To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.

The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.

The Company’s major sales are export based which is diversified in different countries and none of the customer contributes 10% or more of the total Company’s revenue for the financial year 2024-25 and 2023-24

(i) Expected credit loss for financial assets

As at March 31, 2025

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Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using 12 months Expected credit loss(ECL) amount credit loss (net of ECL)
Loans to employees 180.22 - 180.22
Security deposits 4,596.69 - 4,596.69
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using lifetime Expected credit loss(ECL) amount credit loss (net of ECL)
Trade Receivables 44,483.39 489.10 43,994.29
For the year ending March 31, 2024
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using 12 months Expected credit loss(ECL) amount credit loss (net of ECL)
Loans to employees 154.00 - 154.00
Security deposits 4,607.16 - 4,607.16
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using lifetime Expected credit loss (ECL) amount credit loss (net of ECL)
Trade Receivables 51,184.33 359.45 50,824.88
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(ii) Reconciliation of expected credit loss and allowance for credit impairment - trade receivables

The following table summarizes the change in the loss allowances measured using life-time expected credit loss model:

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
As at the beginning of year 359.45 89.02
Provided during the year 129.65 270.43
Reversal during the year - -
As at the end of the year 489.10 359.45
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(C) Liquidity risk:

Liquidity risk is defined as the risk that Company will not be able to settle or meet its obligation on time or at a reasonable price. The financial liabilities of the Company, other than derivatives, include loans and borrowings, trade and other payables. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risk are overseen by senior management. Management monitors the Company’s net liquidity position through rolling, forecast on the basis of expected cash flows.

Prudent liquidity risk management implies maintaining sufficient availability of standby funding through an adequate line up committed credit facilities to meet financial obligations as and when due.

The Company had access to the following undrawn fund based borrowing facilities at the end of the reporting period

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Floating rate
– Expiring within one year – Working Capital Loans 781.21 575.20
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date
based on contractual undiscounted payments:
As at March 31, 2025
Less than 1 year to 3 years to More than
Particulars Total
12 months 3 years 5 years 5 years
Financial liabilities
Borrowings (current) 58,485.65 58,485.65
Trade payables 39,840.13 - - - 39,840.13
Lease liabilities 56.77 19.62 19.62 304.88 400.89
- - -
Other financial liabilities 6,185.23 6,185.23
Total 1,04,567.78 19.62 19.62 304.88 1,04,911.90
As at March 31, 2024
Less than 1 year to 3 years to More than
Particulars Total
12 months 3 years 5 years 5 years
Financial liabilities
Borrowings (current) 61,937.81 - - - 61,937.81
Trade payables 42,528.43 - - - 42,528.43
Lease liabilities 64.56 43.10 43.10 314.69 465.46
- - -
Other financial liabilities 9,076.82 9,076.82
Total 1,13,607.62 43.10 43.10 314.69 1,14,008.52
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The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:

234 |

| 235

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 46: Carrying amount of pledged assets

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
First charge
Current assets
(a) Trade receivables 43,994.29 50,824.88
(b) Inventories 1,25,463.80 1,19,415.23
Total (A) 1,69,458.09 1,70,240.11
Secondary charge
Property, plant and equipment (including capital work-in-progress and 1,91,549.29 1,96,277.57
leasehold land)
Total (B) 1,91,549.29 1,96,277.57
Total (A+B) 3,61,007.38 3,66,517.68
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Note 47: Disclosure under Ind AS 115 “Revenue from Contracts with Customers”

(i) Disaggregation of revenue from contracts with customers

(a) Type of products

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
- Graphite electrode 1,97,636.80 2,19,492.36
- Graphite by-products 13,161.59 15,269.00
- Power 2,935.48 3,220.62
Total 2,13,733.87 2,37,981.98
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(b) Geographical

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from customers within India (including sale to SEZ units) 70,503.59 76,682.66
Revenue from customers based outside India 1,43,230.28 1,61,299.32
Total 2,13,733.87 2,37,981.98
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(c) Timing of revenue recognition

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from goods transferred to customers at a point in time 2,13,733.87 2,37,981.98
Revenue from goods transferred to customers over time - -
Total 2,13,733.87 2,37,981.98
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Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(ii) Reconciliation of revenue from contract with customer

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from contract with customer as per the contract price 2,15,505.65 2,38,634.32
Adjustments made to contract price on account of :-
- -
a) Discounts / rebates / incentives
b) Sales returns / credits / reversals 1,771.78 652.34
Revenue from contract with customer 2,13,733.87 2,37,981.98
Other operating revenue 1,537.04 1,508.38
Revenue from operations 2,15,270.91 2,39,490.36
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(iii) Trade receivables and contract balances

The Company classifies the right to consideration in exchange for deliverables as receivable.

The balances of trade receivables and advance from customers at the beginning and end of the reporting period have been disclosed at Note 10 and 24 respectively.

The revenue recognised during the year ended March 31, 2025 includes revenue against advances from customers amounting to H 657.12 Lakhs (previous Year- H 147.20 lakhs) at the beginning of the year. Advance from customers of current year will be recognised as revenue in coming twelve months.

(iv) Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.

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As at As at
Particulars
March 31, 2025 March 31, 2024
The aggregate value of performance obligations that are completely or NIL NIL
partially unsatisfied
Note 48: Key financial ratios
For the For the
Reasons for variance
year ended year ended
Particulars Numerator Denominator Variance (in case the variance
March 31, March 31,
is more than 25%)
2025 2024
Current ratio Current assets Current 2.19 2.23 -1.93%
(in times) liabilities
Debt – Equity ratio Total debt Shareholder’s 0.14 0.15 -5.90%
(in times) equity
Debt service coverage Earnings Debt service(2) 0.55 0.68 -19.07%
ratio (in times) available for
debt service(1)
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| 237

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

For the For the
Reasons for variance
year ended year ended
Particulars Numerator Denominator Variance (in case the variance
March 31, March 31,
is more than 25%)
2025 2024
Return on equity Profit after Tax Average 2.44% 5.63% -56.68% The decrease is due to
(ROE) (in %) shareholder’s lower profit after tax
equity during the period due
to reduced margins and
loss on fair valuation of
investments.
Inventory turnover Cost of goods Average 0.74 0.87 -15.56%
ratio (in times) sold inventory
Trade receivables Revenue from Average trade 4.51 4.77 -5.53%
turnover ratio sale of goods receivable
(in times)
Trade payables Purchases of Average trade 4.44 3.69 20.30%
turnover ratio goods and payables
(in times) services
Net capital turnover Revenue from Working capital 1.66 1.66 0.32%
ratio (in times) sale of goods
Net profit ratio (in %) Profit after Tax Revenue from 4.74% 9.73% -51.28% The decrease is due to
sale of goods lower profit after tax
during the period due
to reduced margins and
loss on fair valuation of
investments.
Return on capital Earning before Capital 3.86% 7.19% -46.35% The decrease is due to
employed (ROCE) interest and employed(3) lower earning before
(in %) taxes interest and taxes
during the period due
to reduced margins and
loss on fair valuation of
investments.
Return on investment Income Average -3.40% 3.00% -213.47% The decrease is due to
(ROI) (in %) generated from investments loss on fair valuation of
investments (other than investments during the
investment in current year.
Associates)
----- End of picture text -----

(1) Earning available for debt service = Net profit after taxes + non-cash operating expenses like depreciation and other amortisations + interest + other adjustments i.e. loss on sale of property plant and equipment etc.

(2) Debt service = Interest & lease payments + principal repayments

• (3) Capital Employed = Tangible net worth + total debt + deferred tax liability

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 49. Reconciliation of Cash flow from financing Activities

(Changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes)

==> picture [456 x 538] intentionally omitted <==

----- Start of picture text -----

For the year ended For the year ended
March 31, 2025 March 31, 2024
Particulars
Borrowings Borrowings Borrowings Borrowings
(current) (non-current) (current) (non-current)
Opening balance of financial liabilities coming under the 61,937.81 - 74,090.73 -
financing activities of statement of cash flows
Changes during the year
a) Changes from cash flows (3,763.16) - (12,152.92) -
b) The effect of changes in 311.00 -
foreign exchanges rates- (gain)/loss
c) Changes in fair value - - - -
d) Other changes - - - -
Closing balance of financial liabilities coming under 58,485.65 - 61,937.81 -
the financing activities of Statement of cash flows
Note 50: Details of research and development expenditure
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) Capital - -
b) Revenue 319.79 158.11
Note 51: Government grants
Grants recognised during the year Grants recoverable
Particulars For the year ended For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
A. Government grant shown as
other operating revenue
Export incentives 1,194.86 1,345.62 625.74 79.09
B. Government grant deducted
from expenses
Interest subvention on export - 1,257.62 286.95 286.95
packing credit loans reduced
from finance cost ( [#] )
Subsidy in electricity tariff 510.97 510.97
reduced from power and fuel
expenses
C. Government grant shown as
other income
State Government investment 5,714.00 - 5,714.00 -
promotion assistance as
per MP industrial promotion
policy 2018
Total of government 7,419.83 2,603.24 7,137.66 366.05
grants recognised & grants
recoverable
----- End of picture text -----

([#] )Out of Interest subvention recognized during the year ended March 31, 2024, Interest subvention of H 893.79 lakhs pertains to loans availed during financial year 2023-24 and H 363.83 lakhs pertains to loans availed during earlier year.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 52

The Company has taken borrowings from banks on the basis of security of current assets. The quarterly returns/statements filed by the Company with the banks are in agreement with the books of account.

Note 53: Disclosures required as per Schedule III to the Companies Act,2013

• (i) The Company did not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year.

• (ii) No proceeding have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988).

• (iii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

• (iv) No funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (v) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“funding party”) with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly lend or invest in other persons or entities in any manner whatsoever by or on behalf of the funding party (“Ultimate beneficiaries”) or provide ny guarantee, security or the like on behalf of the ultimate beneficiaries.

• (vi) During the financial year, the Company has not traded or invested in Crypto currency or virtual currency.

• (vii) The Company does not have any charge or satisfaction thereof which is pending for registration with ROC beyond the statutory period.

• (viii) The Company has utilised the borrowings from banks and financial institutions for the specific purpose for which it was taken.

• (ix) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

Notes to the Standalone Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Thereafter, the Company had filed the requisite application with the stock exchanges (viz. BSE Limited and National Stock Exchange of India Limited) under Regulation 37 of the listing Regulations (“Regulation 37 Application”).

Taking into consideration the business needs, the board of directors of the Transferor Company vide its resolution dated 10 March 2025 has approved the execution of definitive agreements in connection with the issue of further shares to proposed investors.

In view of the aforesaid, the companies involved in the Scheme have modified the Scheme basis SEBI’s observation, after taking into account, inter alia, the updated valuation reports issued by the registered valuer and fairness opinion issued by the merchant banker on the modified scheme.

The Company has thereafter filed fresh Regulation 37 application with the stock exchanges in relation to the modified Scheme. The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, including BSE Limited, National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the Companies involved in the Scheme.

Pending receipt of final approvals, no adjustments have been made in the financial statements for the year ended 31[st] March 2025.

See accompanying notes to the standalone financial statements

As per our report of even date attached	For and on behalf of the Board	of Directors
ForSCV & Co. LLP	Ravi Jhunjhunwala	Riju Jhunjhunwala	Manish Gulati
Chartered Accountants	Chairman, Managing Director & CEO Vice Chairman		Executive Director
Firm Regn. No. 000235N/N500089	DIN: 00060972	DIN: 00061060	DIN: 08697512
Sunny Singh	Shekhar Agarwal	Satish Chand Mehta
Partner	Director	Director
Membership No. 516834	DIN: 00066113	DIN: 02460558
	Ravi Kant Tripathi	Vivek Chaudhary
Place : Noida(U.P)	Chief Financial Ofcer	Company Secretary
Date : May 19, 2025		Membership No. A13263

• (x) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961(such as search, survey or any other relevant provisions of the Income Tax Act, 1961.

Note 54:

The Board of Directors of the Company at its meeting held on 22 May 2024 had approved the Composite Scheme of Arrangement amongst HEG Limited (“the Company”) and HEG Graphite Limited (“Resulting Company”) and Bhilwara Energy Limited (“Transferor Company”) and their respective shareholders and creditors (“Scheme”).

The proposed Scheme inter alia provides for:

• (a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Company on a going concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company in consideration thereof, and

• (b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to the shareholders of the Transferor Company (except the Company itself) in consideration thereof. The Appointed Date for the Scheme is 1[st] April 2024.

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Independent Auditors’ Report

To the Members of HEG Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated Financial Statements of HEG Limited (‘the Holding Company’), its subsidiaries (the Holding Company and subsidiaries collectively referred to as “the Group”) and its associates, which comprise the Consolidated Balance Sheet as at March 31, 2025, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash flows for the year then ended and notes to Consolidated Financial Statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the reports of other auditors as referred in the Other Matters paragraph, the Consolidated Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associates as at March 31, 2025, and the consolidated profit, consolidated

total comprehensive income, the consolidated statement of changes in equity and the consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its associates in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statement.

Key Audit Matter(s)

Key Audit Matters are those matters that in our professional judgment were of most significance in our audit of the Consolidated Financial Statements for the year ended March 31, 2025. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our report.

• S. No. Key audit matter Auditor’s Response 1. Assessment of Provisions and Contingent Our audit procedures involved the following: liabilities of the Holding company in respect  of litigations including Direct and Indirect Taxes, various claims filed by other parties not acknowledged as debt

Our audit procedures involved the following:

• Obtaining an understanding of the process of identification of claims, litigations, arbitrations and contingent liabilities, and internal control relevant to the audit in order to design our audit procedures that are appropriate in the circumstances.

There is high level of judgment required in estimating the level of provisioning. Accordingly, unexpected adverse outcomes may significantly impact the Group’s reported profit and state of affairs presented in the Balance Sheet.

• Obtained the list of litigations including for direct and indirect taxes and other claims against the Company and discussed and analysed material legal cases with the Company’s personnel handling these cases.

• Reviewed with the management and their Counsels the assessment of the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations. This involved assessing the probability of an unfavorable outcome of a given proceeding and the reliability of estimates of related amounts.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

• Examining recent orders and/or communication received from various tax authorities/ judicial forums and follow up action thereon.

• Evaluating the merit of the subject matter under consideration with reference to the grounds presented therein and available independent legal / tax advice including opinion of internal tax experts.

• Evaluating Holding Company’s management’s assumptions and estimates relating to the recognition of the provisions for disputes and disclosures of contingent liabilities in the financial statements.

• Assessing the adequacy of the disclosures with regard to facts and circumstances of the legal matters.

the company has written off Capital Work in progress during the year 2017-18 amounting to H 2,713.18 lacs. These events or conditions, along with other matters as mentioned indicate that there exists material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern since the company was incorporated as a Special Purpose Vehicle for this particular project.

Matters reported in the Auditor’s Report on Consolidated Financial Statements of Bhilwara Energy Limited, an associate of the Holding Company

(A) Material uncertainty related to going concern of a

subsidiary of an associate

We draw attention to the matter related to material uncertainty related to going concern of Chango Yangthang Hydro Power Limited, a subsidiary of Bhilwara Energy Limited, an associate of the Holding Company, reported in the Auditor’s Report on Consolidated Financial Statements of the associate which is being reproduced hereunder:

The opinion of the auditor of the said company is not modified in respect of this matter. Also, the opinion of the auditor of the associate company is not modified in respect of this matter.

We draw attention to Note-43(xc) (Note 56a of the Consolidated Financial Statements) regarding the Board of director’s decision to surrender the Chango Yangthang HEP (180 MW) project to Directorate of Energy, Government of Himachal Pradesh due to delay and uncertainty in project execution and long delay in Government approvals and licenses lapse,

Our Opinion on the Consolidated Annual Financial Statements is also not modified in respect of this matter.

(B) Emphasis of Matter

We draw attention to the Emphasis of matters reported in the Auditor’s Report on Consolidated

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Financial Statements of Bhilwara Energy Limited (BEL), an associate of the Holding Company, which are being reproduced hereunder:

(i) In NJC Hydro Power Limited (NHPL), a subsidiary of the associate

We draw attention to Note-43(ix)(a) (Note 56b of the Consolidated Financial Statements) to the accompanying statement, the project of NHPL was on hold for quite some time due to suspension of environment clearance by Hon’ble National Green Tribunal and thereafter Wildlife Institute of India (WII) in its report has mentioned that project could not be undertaken at the project site.

As per directions of Hon’ble Supreme Court, arbitration notice was sent to Government of Arunachal Pradesh (GoAP) and have also indicated the name of arbitrator. Simultaneously, efforts were initiated to settle the issue by mutual negotiations.

As the project is not doable anymore, NHPL has decided not to implement the project and sought the refund of upfront premium of H 2,546.80 lacs from GoAP invoking the clauses of MoA and presently the matter is under litigation with GoAP.

Accordingly, the Board of Directors of NHPL on dated 15[th] June,2022 decided to write-off Capital Work-in-Progress (CWIP) including pre-operative expenses net of waiver of loan from Parent Company (Bhilwara Energy Limited (BEL)) and charged to the statement of profit & loss during the financial year 2022-23, except the upfront premium paid.

(ii) In Chango Yangthang Hydro Power Limited (NHPL), a subsidiary of the associate

We draw attention to Note-43(x-b) (Note 56c of the Consolidated Financial Statements), the company has filed a letter for surrender of Chango Yangthang HEP (180MW) project in Himachal Pradesh and asked for the refund of Upfront premium of H 3,789.45 lacs and Security Deposit of H 180 lacs with interest since the project is not executable purely on account of various social-legal issues neither in the control of the company nor in the control of local administration/authorities.

GoHP has formed a committee to deal with the issues of various projects which includes Chango Yangthang Hydro Power Limited (CYHPL). On the direction of GoHP, a public meeting was conveyed, in which the villagers categorically refused for development of any Hydro Electric project in the Hangrang valley including 180 MW ChangoYangthang HEP and refused to co-operate on the issue of development of any project. During the meeting called for by the committee, CYHPL categorically refused to execute the project in view of severe local issue and lapse of clearances for the project. Committee has noted the same.

In View of this, the company has reiterated its demand for refund of money along with the Interest and the management is confident of recovering the Upfront Fees and Security Deposit paid on account of surrender of project, in full. The upfront fee and security deposit as mentioned above have been Grouped under Other Non-Current Assets (Note-13) and Non-Current (Other financial Assets)- Security Deposit (Note-11) respectively.

The opinion of the auditor of the associate company is not modified in respect of above matters.

Further, our opinion is also not modified in respect of these matters.

Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Annual Report but does not include the Consolidated Financial Statements and our auditor’s report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial

Statements

The Holding Company’s management and Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of the Consolidated Financial Statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Management and Board of Directors of companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Board of Directors of the Holding Company, as aforesaid.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of directors.

• In preparing the Consolidated Financial Statements, the respective Management and Board of Directors of the companies included in the Group and of its associates • are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Conclude on the appropriateness of management’s and Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.

The respective Board of Directors of the companies included in the Group and of its associates are also responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the companies included in the Group and its associates to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in section titled “Other Matters” in this audit report.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance of the Holding company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial

Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

(i) The Consolidated Financial Statements include the audited financial statements of two subsidiaries whose financial statements reflect total assets of H 18,058.12 Lakhs as at March 31, 2025, total revenue of H 698.20 Lakhs, Profit/(loss) after tax of ( H 375.82) Lakhs, Total other comprehensive income/(loss) of ( H 376.68) Lakhs and net cash inflow/(outflow) of ( H 212.57) Lakhs for the year ended March 31, 2025, as considered in the Consolidated Financial Statements. The financial statements of these subsidiaries have been audited by the other auditors whose reports have been furnished to us by the management. Our opinion on Consolidated Financial Statements, in so far as it relates to the amounts and disclosures in respect of such subsidiary and our report in terms of sub-section (3) of Section 143 of the Act including report on Other Information, in so far as it relates to these subsidiaries, is solely based on the reports of the other auditors.

(ii) The Consolidated Financial Statements include Group’s share of profit/(loss) after tax of H 1,747.96 Lakhs and Group’s share of Total comprehensive income/(loss) of H 1,712.83 Lakhs for the year ended March 31, 2025 in respect of two associates including one associate which has become a subsidiary w.e.f 9[th] December 2024, whose financial statements have been audited by the other auditors and whose reports have been furnished to us by the management. Our opinion on the Consolidated Financial Statements in so far as it relates to the amounts and disclosures included in respect of these associates and our report in terms of sub-section (3) of Section 143 of the Act including report on Other Information, in so far as it relates to these associates, is solely based on the reports of the other auditors.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. With respect to the matters specified in clause (xxi) of paragraph (3) and paragraph 4 of the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, according to the information and explanations given to us, and based on the CARO reports issued by us and the auditors of respective companies included in the Consolidated Financial Statements to which reporting under CARO is applicable, as provided to us by the Management of the Holding Company, we report that there are no qualifications or adverse remarks by the respective auditors in the CARO reports of the said companies included in the Consolidated Financial Statements except for the following:

2. S. Name of the Nature of Clause Number of CARO order with CIN

3. No. Company Relationship qualification or adverse remark 1 AD Hydro Power U40101HP2003PLC026108 Subsidiary of 3 (i)(c) Limited Associate

4. 1. (A) As required by Section 143(3) of the Act, based (d) In our opinion, the Consolidated Financial on our audit, and on the consideration of the Statements comply with the Indian report of other auditors on Separate Financial Accounting Standards specified under Statements of subsidiaries and associates, as Section 133 of the Act, read with the noted in the ‘Other Matters’ paragraph, we Companies (Indian Accounting Standards) report, to the extent applicable, that: Rules, 2015, as amended. (a) We have sought and obtained all the (e) On the basis of the written representations information and explanations which to received from the directors as on the best of our knowledge and belief were March 31, 2025 taken on record by the necessary for the purposes of our audit Board of directors of the Holding company of the aforesaid Consolidated Financial and the reports of the statutory auditors of Statements. the subsidiary and associate companies,

5. (b) In our opinion, proper books of account none of the directors of the companies as required by law relating to preparation included in the Group and its associate of the Consolidated Financial Statements companies is disqualified as on March 31, have been kept so far as it appears from 2025 from being appointed as a Director in our examination of those books and terms of Section 164(2) of the Act. reports of the other auditors except for (f) With respect to the maintenance of the matters stated in paragraph 2(B)(f) accounts and other matters connected below on reporting under Rule 11(g) of therewith, reference is made to our remarks the Companies (Audit and Auditors) Rules, in paragraph 2(B)(f) below on reporting 2014 (as amended).

   • (f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

6. (c) The consolidated balance sheet, the consolidated statement of profit and loss (g) With respect to the adequacy of the including other comprehensive income, internal financial controls over financial the consolidated statement of changes reporting of the companies included in the in equity and the consolidated statement Group and its associates and the operating of cash flows dealt with by this Report are effectiveness of such controls, refer to our in agreement with the relevant books of separate report in Annexure-A. account maintained for the purpose of preparation of the Consolidated Financial (B) With respect to the other matters to be included in Statements. the Auditor’s Report in accordance with Rule 11 of

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements of the subsidiaries and associates, as noted in the ‘Other Matters’ paragraph:

• (a) The Consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associates. Refer Note 38 to the Consolidated Financial Statements.

• (b) The Group and its associates did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• (c) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the companies included in the Group and its associates.

• (d) (i) The respective management of the companies included in the Group and its associates have represented to their respective auditors that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the respective company to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company, subsidiary and its associate companies (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (ii) The respective management of the companies included in the Group and its associates have represented to their respective auditors that, to the best of

  • their knowledge and belief, no funds have been received by the respective Company from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company, subsidiary and its associate companies shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (iii) Based on the audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by us and those performed by the auditors of the subsidiary and its associate companies, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

• (e) The final dividend declared and paid during the year, if any, by the Holding Company, subsidiaries and its associates, as applicable, is in compliance with Section 123 of the Act.

• As stated, in Note 42 of the Consolidated Financial Statements, the Board of Directors of the Holding Company have proposed a final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with the Section 123 of the Act, as applicable.

• (f) Based on our examination, which included test checks and reports of the other auditors, except for the instances mentioned below, the Holding Company, its subsidiary and associates incorporated in India have used accounting software systems for maintaining their books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software systems.

Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Holding Company, its subsidiaries and associates as per the statutory requirements for record retention:

• (i) In case of one of its associates, the audit trail was not enabled at the database level to log any direct data changes for the period from April 01, 2024 to May 08, 2024.

Place: Noida Date: May 19, 2025

• (C) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us and reports of the other auditors, the remuneration paid during the year by the Holding Company, subsidiary and its associates to their directors is in accordance with the provisions of section 197 read with schedule V of the Act.

For SCV & Co. LLP

Chartered Accountants Firm Registration No. 000235N/N500089

Sunny Singh

Partner Membership No. 516834 ICAI UDIN: 25516834BMMNCY6366

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the members of HEG Limited of even date)

Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

established and maintained and if such controls operated effectively in all material respects.

In conjunction with our audit of the Consolidated Financial Statements of HEG Limited (‘the Holding Company’) as of and for the year ended March 31, 2025, We have audited the internal financial control with reference to financial statements of the Holding Company, its subsidiaries (the Holding Company and subsidiaries collectively referred to as “the Group”) and its associates as of that date.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error.

Management’s Responsibility for Internal Financial Controls

The respective management and Board of Directors of the Companies included in the Group and its associates, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

We believe that the audit evidence we have obtained and the audit evidence by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to Consolidated Financial Statements.

Meaning of Internal Financial Controls with reference to Consolidated Financial Statements

A company’s internal financial control with reference to Consolidated Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

Auditors’ Responsibility

Our responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to Consolidated Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to Consolidated Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Financial Statements were

• (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

• (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to Consolidated Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Consolidated Financial Statements to future periods are subject to the risk that the internal financial control with reference to Consolidated Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanation given to us and based on the reports

Place: Noida Date: May 19, 2025

of other auditors as referred in other matters paragraph, the Group and its associate companies, have, in all material respects, an adequate internal financial controls system with reference to Consolidated Financial Statements and such internal financial controls with reference to Consolidated Financial Statements were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Holding company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to Consolidated Financial Statements in so far as it relates to two subsidiaries and associate companies, of which one associate company became a subsidiary w.e.f December 09, 2024, is based on the corresponding reports of the auditors of such companies. Our opinion is not modified in respect of this matter.

For SCV & Co. LLP

Chartered Accountants

Firm Registration No. 000235N/N500089

Sunny Singh

Partner Membership No. 516834 ICAI UDIN: 25516834BMMNCY6366

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Consolidated Balance Sheet

as at March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Note As at As at
Particulars
No. March 31, 2025 March 31, 2024
ASSETS
1. Non-current assets
(a) Property, plant and equipment 4 1,89,220.09 1,76,913.95
(b) Capital work-in-progress 5 7,088.82 21,227.17
(c) Right-of-use-asset 6 3,748.81 3,836.71
(d) Investment property 7 647.60 690.69
(e) Goodwill on consolidation 92.97 -
(f) Intangible assets 8 119.48 123.46
(g) Intangible assets under development 8A 49.21 -
(h) Financial assets
(i) Investments in Associates accounted for using the Equity method 9A 58,927.05 59,494.16
(ii) Other investments 9B 41,789.39 28,119.00
(iii) Loans 11 97.13 88.08
(iv) Other fnancial assets 12 5,329.00 4,627.39
(i) Income tax assets (net) 25A 10,539.34 10,507.56
(j) Other non-current assets 13 1,511.99 1,525.31
Total non-current assets 3,19,160.88 3,07,153.48
2. Current assets
(a) Inventories 14 1,25,463.80 1,19,415.23
(b) Financial assets
(i) Investments 9 39,307.04 32,360.76
(ii) Trade receivables 10 44,469.66 50,824.88
(iii) Cash and cash equivalents 15 5,076.34 13,705.17
(iv) Bank balances other than (iii) above 16 9,627.62 27,318.37
(v) Loans 11 83.09 65.91
(vi) Other fnancial assets 12 6,885.44 4,623.87
(c) Other current assets 13 14,742.33 14,668.91
Total current assets 2,45,655.32 2,62,983.10
Total assets 5,64,816.20 5,70,136.58
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 17 3,859.59 3,859.59
(b) Other equity 18 4,41,517.24 4,38,734.55
Total equity 4,45,376.83 4,42,594.14
Liabilities
1. Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 21A 222.77 266.16
(b) Provisions 22 679.81 497.84
(c) Deferred tax liabilities (net) 23 9,493.47 9,603.73
(d) Other non-current liabilities 24 494.69 418.43
Total non-current liabilities 10,890.74 10,786.16
2. Current liabilities
(a) Financial liabilities
(i) Borrowings 19 58,485.65 61,937.81
(ia) Lease liabilities 21A 58.70 63.58
(ii) Trade payable
- Total outstanding dues of micro enterprises and small enterprises 20 1,108.82 847.88
-Total outstanding dues of creditors other than micro enterprises and 20 38,820.35 41,681.71
small enterprises
(iii) Other fnancial liabilities 21B 6,394.96 9,238.63
(b) Other current liabilities 24 1,800.49 1,393.29
(c) Provisions 22 458.75 421.34
(d) Current tax liabilities (net) 25B 1,420.91 1,172.04
Total current liabilities 1,08,548.63 1,16,756.28
Total liabilities 1,19,439.37 1,27,542.44
Total equity and liabilities 5,64,816.20 5,70,136.58
----- End of picture text -----

See accompanying notes to the consolidated financial statements

As per our report of even date attached For SCV & Co. LLP Chartered Accountants Firm Regn. No. 000235N/N500089

For and on behalf of the Board of Directors

Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chairman, Managing Director & CEO Vice Chairman Executive Director DIN: 00060972 DIN: 00061060 DIN: 08697512

Sunny Singh Partner Membership No. 516834

Shekhar Agarwal Satish Chand Mehta Director Director DIN: 00066113 DIN: 02460558

Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

Consolidated Statement of Profit and Loss

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Particulars Note No.	For the year ended March 31, 2025 For the year ended March 31, 2024
I. Revenue from operations 26	2,15,969.11 2,39,490.36
II. Other income 27	12,756.60 14,166.98
III. Total income (I + II)	2,28,725.71 2,53,657.34
IV. Expenses:
Cost of materials consumed 28	95,472.60 1,09,299.68
Changes in inventories of fnished goods and work-in-progress 29	(5,096.94) 5,839.04
Employee beneft expenses 30	10,366.89 9,526.74
Finance costs 31	3,919.64 3,573.86
Depreciation and amortisation expense 32	20,059.48 17,465.14
Other expenses 33	89,715.18 76,581.47
Total expenses (IV)	2,14,436.85 2,22,285.93
V. Proft before tax & share of proft of Associates (III - IV)	14,288.86 31,371.41
VI. Share of proft of Associates	1,747.96 8,166.21
VII. Proft before tax (V+VI)	16,036.82 39,537.62
VIII. Tax expense:
(1) Current tax 34	4,929.38 7,564.12
(2) Earlier years tax adjustment 34	(103.36) (106.76)
(3) Deferred tax 34	(294.74) 912.35
Total tax expense (VIII)	4,531.28 8,369.71
IX. Proft/(loss) for the year (VII-VIII)	11,505.54 31,167.91
X. Other comprehensive income
Items that will not be classifed to proft or loss
(i) Remeasurement of defned employee beneft plan 35	(4.99) 46.57
(ii) Tax expense relating to items that will not be reclassifed to proft or loss 34	1.26 (11.72)
Total other comprehensive income for the year (X)	(3.73) 34.85
XI. Share of other comprehensive income of Associates	(35.13) (10.74)
XII. Total comprehensive income for the year (IX+X+XI) (comprising proft and other comprehensive income for the year)	11,466.68 31,192.02
Earnings per equity share: (ofD2/- each)
(1) Basic (H) 36	5.96 16.15
(2) Diluted (H) 36	5.96 16.15
See accompanying notes to the consolidated fnancial statements As per our report of even date attached For and on behalf of the Board of Directors ForSCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Ofcer Company Secretary Date : May 19, 2025 Membership No. A13263

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Consolidated Statement of Cash flows

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
A CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 16,036.82 39,537.62
a) Share of profit of Associates 1,747.96 8,166.21
Profit before Tax & Share of Profit of Associates 14,288.86 31,371.41
b) Adjustment for non operating and non cash transactions
Depreciation and amortisation expense 20,059.48 17,465.14
Inventory Write-down (net) 512.49
Interest and other financial charges 3,574.50 3,573.86
Net (profit)/loss on property plant and equipment sold / discarded 7.24 (128.60)
Allowance for expected credit losses 129.65 270.42
Expenses on Sale/Purchases of Investments 10.26
Liabilities / provisions written back (1,750.04) (5,499.65)
Unrealized (gain)/loss due to effect of exchange rate changes in 296.33 (53.22)
assets and liabilities
Net gain on sale/fair valuation of investments measured at fair value 4,653.25 (813.98)
through profit or loss
Dividend income (190.03) (236.49)
Rent income (153.99) (144.89)
Interest income (1,622.57) (4,319.93)
Adjustments for changes in working capital
(lncrease)/decrease in operating assets
(Increase)/decrease in inventories (6,561.06) 24,596.27
(Increase)/decrease in trade receivables 6,658.21 (2,077.39)
(Increase)/decrease in other non-current financial assets (618.52) (1,092.81)
(Increase)/decrease in other current financial assets (3,099.94) (2,737.03)
(Increase)/decrease in other non-current assets (3,344.22) 5,241.39
(Increase)/decrease in other current assets (151.92) (6,101.36)
lncrease/(decrease) in operating liabilities
Increase/(decrease) in trade payables (921.81) 6,455.84
lncrease/(decrease) in other non-current financial liabilites (7.52) -
Increase/(decrease) in other current financial liabilities 176.37 (693.55)
Increase/(decrease) in non-current provisions 65.11 192.01
lncrease/(decrease) in current provisions 9.17 23.96
Increase/(decrease) in other non-current liabilities 76.27 48.83
Increase/(decrease) in other current liabilities 347.00 (574.77)
Cash flows from/(used in) operating activities 32,442.57 64,765.49
Income tax paid (net of refund, if any) (4,472.00) (3,543.33)
Net cash flows from/(used in) operating activities (A) 27,970.57 61,222.16
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Consolidated Statement of Cash flows (contd.)

for the year ended March 31, 2025

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(All amounts are in H Lakhs unless otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
B CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of Property plant and Equipment, intangible (18,223.03) (34,155.71)
assets (including Capital work-in-progress / intangible assets under
development) (after adjustment of advances and creditors for capital
expenditure)
Payment against initial cost of right of use assets - (2,996.09)
Proceeds from sale of property plant and equipments 331.79 251.90
Investment in fixed/term deposits not considered as cash and cash (16,440.02) (28,334.90)
equivalents
Redemption/maturity of fixed/term deposits not considered as cash 34,963.25 66,724.03
and cash equivalents
Decrease/(increase) in other bank balances not considered as cash 66.18 (2.51)
and cash equivalents
Payment for investments in Subsidiary 3,727.90 -
Payment for purchase of investments (77,862.72) (58,734.97)
Proceeds from sale of investments 56,742.62 33,044.83
Return of capital from INVIT 143.83 126.85
Rent received 153.99 144.89
Dividend received 193.50 236.49
Interest received 2,813.66 5,261.69
Net cash flows from/(used in) investing activities (B) (20,844.85) 18,433.50
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceed/(repayment) of working capital borrowings (on net basis) (3,763.16) (12,152.92)
(also refer note 49)
Interest and other financial charges paid (3,361.10) (3,848.76)
Interest paid on lease liabilities (13.48) (16.84)
Principal payment of lease liabilities (51.81) (44.17)
Dividend paid on equity shares (8,724.99) (16,349.62)
Net cash flows from/(used in) financing activities (C) (15,914.54) (32,412.31)
NET INCREASE/(DECREASE) IN CASH AND CASH (8,788.82) 10,376.34
EQUIVALENTS (A+B+C)
Cash and cash equivalents at the beginning of the year 13,705.17 3,328.83
Add: Cash & Cash Equivalent of Subsidiaries acquired during the year 159.99 -
(refer note 48 (f))
Cash and cash equivalents at the end of the year 5,076.34 1,3705.17
(Refer note 15 of consolidated financial statements for components
of cash and cash equivalents)
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Note: The cash flows from operating activities include amount spent towards Corporate Social Responsibility amounting to H 859.23 lakhs (previous year H 1,644.49 lakhs)

See accompanying notes to the consolidated financial statements

As per our report of even date attached For and on behalf of the Board of Directors For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512 Sunny Singh Shekhar Agarwal Satish Chand Mehta Partner Director Director Membership No. 516834 DIN: 00066113 DIN: 02460558 Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Consolidated Statement of Changes in Equity

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

A) Equity share capital

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As at As at
Particulars
March 31, 2025 March 31, 2024
Balance at the beginning of reporting year 3,859.59 3,859.59
Changes in equity capital during the year - -
Balance at the end of reporting year 3,859.59 3,859.59
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B) Other Equity

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Reserves and Surplus
Capital Total other
Particulars Capital Retained
redemption equity
reserve earnings
reserve
Balance at the beginning of current reporting 10,437.85 2,029.93 4,26,266.77 4,38,734.55
year i.e. April 1, 2024
Profit for the year - - 11,505.54 11,505.54
Other comprehensive income for the year
-Remeasurement of defined employee benefit plan - - (3.73) (3.73)
(net of tax expense)
-Share of other comprehensive income of Associates - - (35.13) (35.13)
Share of direct adjustment in other equity of Associates - - - -
Dividend distributed during the year
-Final dividend for the year ended March 31, 2024 - - (8,683.99) (8,683.99)
@ H 22.50/-per share
Balance at the end of current reporting year i.e. 10,437.85 2,029.93 4,29,049.46 4,41,517.24
March 31, 2025
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Reserves and Surplus
Capital Total other
Particulars Capital Retained
redemption equity
reserve earnings
reserve
Balance at the beginning of the previous reporting 10,726.49 2,029.93 4,11,477.84 4,24,234.25
year i.e. April 1, 2023
Profit for the year - - 31,167.91 31,167.91
Other comprehensive income for the year
-Remeasurement of defined employee benefit plan (net of tax - - 34.85 34.85
expense)
-Share of other comprehensive income of Associates - - (10.74) (10.74)
Share of direct adjustment in other equity of Associates (288.64) - - (288.64)
Dividend distributed during the year
- -
-Final dividend for the year ended March 31, 2023 (16,403.09) (16,403.09)
@ H 42.50/- per share
Balance at the end of previous reporting year i.e. 10,437.85 2,029.93 4,26,266.77 4,38,734.55
March 31, 2024
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See accompanying notes to the consolidated financial statements

As per our report of even date attached For SCV & Co. LLP Chartered Accountants Firm Regn. No. 000235N/N500089

For and on behalf of the Board of Directors Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chairman, Managing Director & CEO Vice Chairman Executive Director DIN: 00060972 DIN: 00061060 DIN: 08697512

Sunny Singh Partner Membership No. 516834

Shekhar Agarwal Satish Chand Mehta Director Director DIN: 00066113 DIN: 02460558

Ravi Kant Tripathi Vivek Chaudhary Place : Noida(U.P) Chief Financial Officer Company Secretary Date : May 19, 2025 Membership No. A13263

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

Group Information

1.

HEG Limited (the “Holding Company”) is a public limited company incorporated and domiciled in India, has its registered office at Mandideep, Bhopal, Madhya Pradesh and is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Holding company is a leading manufacturer and exporter of graphite electrodes in India and operates world’s largest single-site integrated graphite electrodes plant. The Holding Company also operates thermal and hydro power generation facilities with a total capacity of about 76.5 MW.

The Consolidated Financial Statements for the year ended March 31, 2025 were approved for issue by the Company’s Board of directors in their meeting held on May 19, 2025.

The subsidiary and associates considered in the Consolidated Financial Statements are:

a. Subsidiary

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Proportion (%) of equity interest
Country of
Name of Company Principal activities As at As at
Incorporation
March 31, 2025 March 31, 2024
TACC Limited India Anode manufacturing for 100% 100%
Lithium ion batteries
Bhilwara Infotechnology India IT enabled services 100% 38.59%
Limited
HEG Graphite Limited India Manufacturing of Graphite 100% -
Electrodes
Texnere India Private India IT enabled services 100% -
Limited*
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The Holding Company and the subsidiary jointly referred to as “the Group” hereinafter.

b. Subsidiary

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----- Start of picture text -----

Proportion (%) of equity interest
Country of
Name of Company Principal activities As at As at
Incorporation
March 31, 2025 March 31, 2024
Bhilwara Energy Limited India Power Generation and Power 49.01% 49.01%
Consultancy
Bhilwara Infotechnology India IT enabled services - 38.59%
Limited
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• Wholly Owned Subsidiary acquired during the year.

** Refer note 48.

at fair value at the end of each reporting period as required under Ind AS.

2.1 Statement of Compliance

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset or liability if market

2.2 Basis of preparation and Measurement

• (i) The Consolidated Financial Statements have been prepared on historical cost convention and on accrual basis except for certain financial instruments (including derivative instruments) which are measured

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

consolidated statement of profit and loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date being the date on which the Group obtains control. The results of disposed businesses are included in the Consolidated Financial Statements up to their date of disposal, being the date control ceases.

participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/ or disclosure purposes in these Consolidated Financial Statements is determined on such a basis, except for measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2.

The financial statements of the Holding Company and its subsidiary have been combined on a line by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and the unrealized profits/losses, unless cost/revenue cannot be recovered. The excess of cost to the Group of its investment in subsidiaries, on the acquisition dates over and above the Group’s share of equity in the subsidiaries, is recognized as ‘Goodwill on Consolidation’ in the Consolidated Financial Statements. The said Goodwill is not amortized, however, it is tested for impairment at each balance sheet date and the impairment loss, if any, is provided for. On the other hand, where the share of equity in subsidiaries as on the date of investment is in excess of cost of investments of the Group, it is recognized as ‘Capital Reserve’ and shown under the head ‘Other Equity’ in the Consolidated Financial Statements. Non-controlling interest in the net assets of consolidated subsidiaries is identified and presented in the consolidated Balance Sheet separately within equity. The profit/ loss and other comprehensive income attributable to non- controlling interests of subsidiaries are shown separately in the consolidated statement of profit and loss and Consolidated Statement of Changes in Equity.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

• (ii) Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

• (iii) The functional and presentation currency of the group is Indian rupees (INR) and all amounts are rounded to the nearest H lakhs and two decimals thereof, except otherwise stated.

2.3 Principles of consolidation

Non-controlling interest in the net assets of consolidated subsidiaries consists of:

(i) Subsidiaries

• Subsidiaries are entities where the group exercises control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.

• (a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is made; and

• (b) The non - controlling interests share of movements in equity since the date parent subsidiary relationship came into existence.

The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the

(ii) Associates

• An associate is an entity over which the Group has significant influence. Significant influence is the power

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

customers, there is no financing component in the contract.

to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

(b) Power

Interest in associates is consolidated using equity method as per IND AS 28 – ‘Investment in Associates and Joint Ventures’. Under the equity method, an investment in an associate is initially recognized in the Consolidated Financial Statements at cost and adjusted thereafter to recognize Group’s share of profit or loss and other comprehensive income of the associate. Distributions received from an associate reduce the carrying amount of the investment.

Revenue from power generation is recognized on transmission of electricity to State Electricity Board or third parties at rate stipulated by SEB’s and/or IEX at market rate equivalent.

(c) Other Operating Revenues

• (i) Entitlements to Renewal Energy Certificates owing to generation of power at Tawa hydel plant are recognized at actual rate of realization.

When there has been a change recognized directly in the equity of the associate, the Group recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of interest in the associate.

• (ii) Export entitlements are recognised when the right to receive credit as per the terms of the schemes is established in respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

• (iii) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances.

(d) Interest Income

• Interest Income from customers is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

2.4 Material accounting policies

(i) Revenue Recognition

• (a) Sale of products

• Interest Income from financial asset is recognized when it is probable that economic benefits will flow to the group and amount of income can be measured reliably. Interest income is accrued on time basis, by reference to principal outstanding and at effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of financial asset to that asset’s net carrying amount on initial recognition.

The Group derives revenue primarily from sale of Graphite Electrodes.

Revenue from the sale of goods is recognized when the performance obligation in accordance with the provisions of the contract is fulfilled. Performance obligations are fulfilled at the point in time when control of the goods is transferred to the customer which is usually on dispatch/ delivery and the amount of revenue can be measured reliably and recovery of consideration is probable.

(e) Other Income

Revenue is measured based on the transaction price (net of variable consideration) which is adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government. Due to short nature of credit period given to

• (i) Dividend income is recognized when the right to receive payment is established and the amount of dividend can be measured reliably.

• (ii) Other income is recognized when no significant uncertainty exists with regard to the amount to be realized and the ultimate collection thereof.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives.

(ii) Inventories

• Inventories are valued at cost or net realizable value, whichever is lower except by products which are valued at net realizable value. The raw materials and other supplies held for use in the production are valued at net realisable value only if the finished products in which they are to be incorporated are expected to be sold below cost. The cost in respect of the various items of inventory is computed as under:

Subsequent cost relating to property, plant and equipment are included in the assets carrying value or recognised as separate assets as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the costs of the item can be measured reliably. All other repairs and maintenance costs are charged to the consolidated statement of profit and loss when incurred.

• (i) In case of finished goods and work-in-progress, cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present location and condition.

An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, is included in the income statement when the asset is derecognized. Fully depreciated assets still in use are retained in financial statements.

• (ii) In case of stores, spares and raw material at weighted average cost. The cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition.

• (iii) Obsolete stocks are identified at each reporting date on the basis of technical evaluation and are charged off to revenue.

• Net Realisable Value is the estimated selling price in ordinary course of business less estimated cost of completion and estimated cost necessary to make the sales.

Property, plant and equipment which are not ready for intended use at each balance sheet date are disclosed as “Capital work-in-progress” and advances paid towards the acquisition of Property, plant and equipment outstanding at each balance sheet date are classified as Capital advances under “Other non-current assets”. Directly attributable expenditure (including finance costs relating to borrowed funds for construction or acquisition of property, plant and equipment) incurred on projects under implementation are treated as pre-operative expenses and are included in Capital work-in-progress.

(iii) Property, Plant and Equipment

The cost of an item of property, plant and equipment is recognised as an asset when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.

Freehold Land is carried at historical cost. All other items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

(iv) Investment property

Investment Properties comprises freehold land and building that are held for long-term rental yields or for capital appreciation or both.

Cost includes its purchase price (net of taxes and duty recoverable), after deducting trade discounts and rebates. It includes other costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the borrowing costs for qualifying assets and the initial estimate of restoration cost if the recognition criteria are met.

Investment properties are measured initially at cost, comprising the purchase price and directly attributable expenditure. Subsequently, investment property is carried at cost model, which is cost less accumulated depreciation and accumulated impairment losses, if any, in similar lines of Ind AS 16.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

expects to use the assets. Hence the useful life for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

An investment property is derecognized on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses arising on derecognition of investment property are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in consolidated statement of profit and loss in the period of the retirement or disposal.

The method of depreciation and useful life considered on different assets is as below:

==> picture [181 x 394] intentionally omitted <==

----- Start of picture text -----

(i) Depreciation on all the assets at Hydel
Power Project at Tawa is provided on
Straight Line Method. The useful life of
assets determined is as below:
Useful
Sr.
No. [Description of Asset] Life
(Approx)
1 Factory Building 33
2 Non-Factory Building 33
3 Plant and Machinery
i) Dams, Spillways 51
weirs, canals,
reinforced concrete
Flumes and
symphons
ii) Hydraulic control 30
valves and other
hydraulic works
iii) Transformers having 13
a rating of 100 KVA
and over
4 Electrical Installation
i) Batteries 3
ii) Lines on Fabricated 19
steel operating at
normal voltages
higher than 66 kv
iii) Residual 13
5 Furniture and Fixtures 8
6 Office Equipment and 8
other assets
7 Vehicles 3
----- End of picture text -----

(v) Other Intangible Assets

An Intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and the cost of the asset can be measured reliably.

Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses, if any. The cost of intangible asset comprises of its purchase price, net of recoverable taxes and any directly attributable cost of preparing the asset for its intended use.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in consolidated statement of profit and loss as incurred.

The cost and related accumulated amortization are eliminated from Consolidated Financial Statements upon disposal or retirement of the assets and the resulted gain or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of profit and loss .

(vi) Depreciation

Depreciation is recognised to write off the cost of assets (other than freehold land and capital work in progress) less their residual values over the useful lives, in a systematic manner.

(ii) On the assets other than those mentioned at (i) above, depreciation is provided on following basis:

(A) Property, Plant and Equipment

Based on internal assessment and independent technical evaluation carried out by external valuer, the Management believes that the useful life of the assets as stated below best represents the life over which the management

In case of Plant and machinery, depreciation is provided on Straight Line Method and in case of other assets on written Down

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

Method. The useful life of assets determined is as below:

Amortisation method and useful lives are reviewed at the end of each financial year and the effect of any changes in estimate accounted for on a prospective basis.

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----- Start of picture text -----

Description of Asset Useful Life
Building 5 – 58 Years
Plant and Machinery 1 – 29 Years
Railway Siding 9 – 20 Years
Office Equipment 5 – 20 Years
(Includes Computers and
data processing units)
Electrical Installation 5-20 Years
Furniture and Fixtures 5 – 15 Years
Vehicle 5-10 Years
----- End of picture text -----

(viii) Impairment of Non-Financial Assets

Property, Plant and Equipment and Investment property are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-inuse) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

• (iii) Assets costing up to H 5,000 are fully depreciated in the year of purchase.

Depreciation methods estimated and useful lives are reviewed at the end of each reporting period and the effect of any changes in estimate accounted for on a prospective basis.

If such assets are considered to be impaired, the impairment to be recognized in the consolidated statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset.

(B) Investment property

Depreciation on investment properties is provided on the written down value method over its useful life of 58 years which has been determined based on internal assessment and independent technical evaluation carried out by external valuer.

An impairment loss is reversed in the consolidated statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation), had no impairment loss been recognized for the asset in prior years.

The depreciation charge for each period is recognised in the Statement of Profit and Loss. The useful lives and method of depreciation are reviewed at the end of each financial year and the effect of any changes in estimate accounted for on a prospective basis.

Impairment is reviewed periodically, including at each financial year end.

(vii) Amortization

Other Intangible Assets

(ix) Foreign Currency Translations

Other Intangible assets are amortized over their respective individual useful lives on a straight line basis from date they are available. The estimated useful life is based on number of factors including effect of obsolescence and other economic factors and is as under:

Transactions in currencies other than the Group’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates prevailing at that date. Exchange differences arising on the settlement of monetary items or on re-translated

Description of Asset	Useful Life
Computer Software	05 Years

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in consolidated statement of profit and loss in the period in which they arise.

The liability or asset recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The liability/asset is determined using projected unit credit method, through actuarial valuation carried out at the end of each annual reporting period.

Non-monetary items denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction, Non-monetary items that are measured in term of historical cost in foreign currency are not reinstated.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Such net interest cost along with the current service cost and, if applicable, the past service cost and settlement gain/loss, is included in employee benefit expense in the statement of profit and loss.

(x) Employee Benefits

• (A) Post-Employment Benefits

• (a) Defined contribution Plan

Provident Fund

(i)

The Group makes contribution to statutory Provident Fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952 which is a defined contribution plan and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.

Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions, comprising actuarial gains/losses and return on plan assets (excluding the amount recognised in net interest on the net defined liability), are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

(ii) Superannuation

The Group makes contribution in regard to superannuation to a separate trust and contribution paid or payable is recognized as an expense in the period in which services are rendered by the employee.

• (B) Short term employee benefits

Short term employee benefits including non-accumulated absences are charged to consolidated statement of profit and loss on an undiscounted, accrual basis for the period during which services are rendered by the employee.

• (b) Defined Benefit Plan

Gratuity

• (C) Other long term employee benefitsCompensated Absences

The Group provides for gratuity, a defined benefit retirement plan covering eligible employees. The gratuity plan provides for lump sum payment to vested employee at retirement, death, incapacitation or termination of employee, based on the respective employee’s salary and the tenure of employment.

The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method and is recognized in employee benefit expense in the statement of profit and loss.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

(xi) Leases

Company as a lessee

The Group’s lease assets primarily consist of leases for land and Building. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time, in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the lessee’s incremental borrowing rate.

Lease Liability and Right-of-Use Asset have been separately presented in the Balance Sheet. The interest expense on the lease liability has been separately presented as a component of finance costs in the statement of profit and loss. The payments of principal portion and interest portion of lease liability have been classified under financing activities in the statement of cash flows.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and of low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a systematic basis over the term of the lease.

The payments for short-term leases and leases of low-value assets have been recognized in the statement of profit and loss and have been classified under operating activities in the statement of cash flows.

Group as a lessor

Leases for which the group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses, if any.

For operating leases, lease payments received are recognized on systematic basis over the term of the relevant lease as a part of other Income.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that

(xii) Segment Reporting

Segments are identified based on the manner in which the Holding Company’s Chief Operating Decision Maker (‘CODM’) decides about resource allocation and reviews performance.

• (1) Segment Revenue includes sales and other income directly identifiable with/ allocable to the segment including inter- segment revenue.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

• Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period as and when there is change in tax rates.

• (2) Expenses and Incomes that are directly identifiable with/ allocable to the segments are considered for determining the segment result. Expenses and Income not allocable to segments are included under unallocable category.

• (3) Segment results includes margin on inter segment sales.

• (4) Segment assets and Liabilities include those directly identifiable with the respective segments. Assets and liabilities not allocable to any segment are classified under unallocable category.

A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

(xiii) Tax Expense

Tax expense comprises of current and deferred tax. Tax expense is recognised in statement of Profit and Loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, as the case may be.

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that related tax benefits will be realized to allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets, if any, are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow deferred tax assets to be recovered.

• (1) Current tax

Current tax is the tax payable/receivable on the taxable profit/loss for the year using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and any adjustment to taxes in respect of previous years. Interest expenses related to income tax are included in finance cost. Interest Income related to income tax is included in other income.

• Deferred tax assets and deferred tax liabilities have been set off as it relates to income taxes levied by the same taxation authority.

(xiv) Government grants

Government grants are not recognized until there is reasonable assurance that all attached conditions will be complied with and the grant will be received.

The current tax assets and current tax liabilities have been set off to the extent (a) there is a legally enforceable right to set off the recognised amounts; and (b) the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

When the grants relates to an expense item, it is recognised in the Statement of profit and loss by way of reduction from the related cost, which the grants are intended to compensate.

• (2) Deferred Tax

Government grants that become receivable as compensation for expenses or losses already incurred or for the purpose of giving financial support to the Group with no related costs is recognised in the Statement of profit or loss of the period in which it becomes receivable under

Deferred Tax assets and liabilities are recognized using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts in financial statements.

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

attributable to the equity holders of the Holding Company by the weighted average number of equity shares outstanding during the period.

• ‘Other operating income’/‘Other income’ based on the nature of grant.

Government grants relating to the purchase of property, plant and equipment are deducted from its gross value and are recognised in profit or loss on a systematic over the expected useful lives of the related assets by way of reduced depreciation.

Diluted earnings per share is computed by adjusting the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, for the effects of all dilutive potential equity shares, if any.

(xv) Borrowing Costs

Borrowing costs directly attributable to the acquisition or construction of items of qualifying assets, which are the assets that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset until such time as the assets are not ready for their intended use. All other borrowing costs are charged to the consolidated statement of profit and loss in the period in which they are incurred.

(xviii) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(i) Initial recognition

The group recognises the financial assets and financial liabilities when it becomes party to the contractual provision of the instruments. All financial assets and liabilities are recognised at fair value on initial recognition except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets and or issue of financial liabilities that are not recognized at fair value through profit or loss, are added to or reduced from the fair value of the financial assets or financial liabilities, as appropriate. Transaction cost directly attributable to the acquisition of financial assets and financial liabilities recognized at fair value through Profit or Loss are recognised immediately in the Statement of Profit and Loss.

(xvi) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when the group has a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and are reliable estimate can be made of the amount of the obligation. As the timing of outflow of resources is uncertain, being dependent upon the outcome of the future proceedings, these provisions are not discounted to their present value.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

(ii) Subsequent measurement

For the purposes of subsequent measurement, financial instruments are classified as follows:

Contingent assets are neither recognised nor disclosed in the Consolidated Financial Statements since this may result in the recognition of income that may never be realised.

A. Non-derivative financial instruments

• (a) Financial assets carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held with a business model whose

(xvii) Earnings Per Share

Basic earnings per equity share is computed by dividing the profit or loss for the period

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(OCI) until the financial asset is derecognised. On de-recognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the profit or loss.

objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(c) Financial assets at fair value through profit or loss (FVTPL)

Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s gross carrying amount.

A financial asset which is not classified in any of the above categories are subsequently measured at fair valued through profit or loss.

Dividend and interest income from such instruments is recognized in the statement of profit and loss, when the right to receive the payment is established.

The carrying amounts of financial assets that are subsequently measured at amortised cost are determined based on the effective interest method less any impairment losses.

Fair value changes on such assets are recognised in the statement of profit and loss.

(d) Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination or is held for trading or it is designated as at FVTPL which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amount approximates fair value due to the short maturity of these instruments.

• (b) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held with a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All changes in fair value in respect of liabilities measured at fair value through profit and loss are recognised in the statement of profit and loss.

Interest income for such instruments is recognised in profit or loss using the effective interest rate (EIR) method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s gross carrying amount.

B. Derivative financial instruments

The group holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency

Fair value movements are recognised in the other comprehensive income

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

Expected Credit Losses are measured through a loss allowance at an amount equal to :

exposures. The counterparty for these contracts is generally a bank.

Although the group believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss.

• 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

• Lifetime expected credit losses (expected credit losses that result from all possible default events over the life of financial instruments).

For trade receivables or any contractual right to receive cash or another financial asset that result from transaction that are within the scope of Ind AS 115 and Ind AS 116, the group always measures the loss allowance at an amount equal to lifetime expected credit losses.

Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are charged to Statement of Profit and Loss.

For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.

C. Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received. Incremental costs directly attributable to the issuance of equity instruments and buy back of equity instruments are recognized as a deduction from equity, net of any tax effects.

(iv) De-recognition

A financial asset (or, a part of a financial asset) is primarily derecognized when:

• (i) The contractual right to receive cash flows from the financial assets expire, or

• (ii) The group transfers the financial assets or its right to receive cash flow from the financial assets and substantially all the risks and rewards of ownership of the asset to another party.

(iii) Impairment of Financial Assets

On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received/receivable is recognised in the profit or loss.

Financial assets that are carried at amortized cost and fair value through other comprehensive income (FVOCI) are assessed for possible impairments basis expected credit losses taking into account the past history of recovery, risk of default of the counterparty, existing market conditions etc. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition.

A financial liability (or, a part of financial liability) is derecognized when the obligation specified in the contract is discharged or cancelled or expires.

On de-recognition of a financial liability, the difference between the carrying amount of

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

2.5 Significant accounting judgements, estimates and assumptions

the financial liability de-recognised and the consideration paid/payable is recognised in profit or loss.

The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) require management to make judgements, estimates and assumptions in the application of accounting policies that affect the reported amount of income, expenses, assets and liabilities and disclosure of contingent liabilities.

• (v) Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis and the effect of revision to accounting estimates is recognized prospectively from the period in which the estimate is revised.

(vi) Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof.

The following are the areas of critical judgements, estimates and assumptions that the management has made in the process of preparation of Consolidated Financial Statements and that have the significant effect on the amounts recognised in the standalone financial statements:

(xix) Statement of Cash flows

The statement of cash flows is prepared in accordance with the Indian Accounting Standard (Ind AS) - 7 “Statement of Cash flows” using the indirect method for operating activities whereby profit for the period is adjusted for the effects of transaction of a non-cash nature, and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the group are segregated. The group considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.

Useful lives of property, plant and equipment

The estimated useful lives of property, plant and equipment are based on a number of factors including the effects of obsolescence, internal assessment of user experience and other economic factors (such as the stability of the industry, and known technological advances) and the level of maintenance expenditure required to obtain the expected future cash flows from the asset. The Group reviews the useful life of property, plant and equipment at the end of each reporting date.

(xx) Cash and cash equivalents

Defined benefit plans and other post-employment benefits

The Cash and cash equivalent in the balance sheet comprise balance at banks and cash on hand and short-term deposits with original maturity period of three months or less from the acquisition date, which are subject to an insignificant risk of changes in value.

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future, salary increases and mortality rates etc. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(xxi) Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Board of Directors.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

• b) it is held primarily for the purpose of being traded;

Provisions/Contingencies

Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claims/litigations against the Group as it is not possible to predict the outcome of pending matters with accuracy. The Group annually assesses such claims and monitors the legal environment on an ongoing basis, with the assistance of external legal counsel, wherever necessary.

• c) it is expected to be realised within 12 months after the reporting date; or

• d) It is cash or cash equivalent unless it is restricted from being exchanged or use to settle a liability for at least 12 months after the reporting date.

• Current assets include the current portion of non-current financial assets.

Fair Value measurements

All other assets are classified as non-current.

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair values are measured using valuation techniques, including the discounted cash flow model, underlying asset model, comparable group multiple method and comparable transaction method which involve various judgements and assumptions.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

• a) it is expected to be settled in the group’s normal operating cycle;

• b) it is held primarily for the purpose of trading;

• c) it is due to be settled within 12 months after the reporting date; or

Income taxes

Significant judgement is required in determination of provision for current tax and deferred tax e.g. determination of taxability of certain incomes and deductibility of certain expenses etc. The carrying amount of income tax assets/liabilities is reviewed at each reporting date. The factors used in estimates may differ from actual outcome which could lead to signification adjustment to the amounts reported in financial statements.

• d) There is no unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

• Current liabilities include current portion of non-current financial liabilities.

Inventories

• All other liabilities are classified as non-current

Management estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by market driven changes.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing/servicing and their realization in cash or cash equivalents. The normal operating cycle is considered as twelve months.

2.6. Current – non-current classification

• All assets and liabilities have been classified as current and non-current on the basis of the following criteria:

3. Applicability of new and revised Ind AS

Assets

Ministry of Corporate Affairs (“MCA”) notifies new accounting standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. As at March 31, 2025 , MCA has not notified any new standards or amendments to the existing standards applicable to the Group.

• An asset is classified as current when it satisfies any of the following criteria:

• a) it is expected to be realised in, or is intended for sale or consumption in, the group’s normal operating cycle;

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 4: Property, plant and equipment

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Carrying amount of
Freehold land 317.81 317.81
Buildings 39,972.45 38,282.63
Plant and equipment 1,26,369.42 1,23,808.12
Furniture and fixtures 184.20 163.18
Vehicles 1,125.23 1,135.81
Office equipment 407.55 481.01
Electrical installation 20,709.03 12,561.77
Railway sidings 134.40 163.60
Total Property, plant and equipment 1,89,220.09 1,76,913.93
----- End of picture text -----

The change in the carrying amount of property, plant and equipments as follows:-

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----- Start of picture text -----

Particulars Free-hold Buildings Plant and Furnitureand Vehicles equip-Office Electricalinstalla- Railway Total
land equipment fixtures ment tion sidings
Gross carrying amount 317.81 42,993.24 1,95,422.28 624.73 1,419.87 944.21 9,542.17 647.42 2,51,911.76
as at April 1, 2023
Additions - 15,656.68 34,962.24 77.74 834.24 377.13 7,677.37 - 59,585.40
Disposals/deletions - (15.78) (822.27) (29.24) (367.21) (5.98) (41.71) - (1,282.19)
Gross carrying amount 317.81 58,634.14 2,29,562.25 673.23 1,886.89 1,315.36 17,177.83 647.42 3,10,214.97
as at March 31, 2024 (A)
Additions - 5,327.37 15,471.44 50.33 424.87 122.46 11,045.68 - 32,442.15
Acquired through - 172.30 - 50.44 30.43 96.08 - - 349.25
business combination
Disposals/deletions - (191.23) (2,926.93) (19.78) (341.00) (140.38) (45.13) - (3,664.49)
Gross carrying amount 317.81 63,942.58 2,42,106.76 754.22 2,001.19 1,393.52 28,178.38 647.42 3,39,341.88
as at March 31, 2025 (B)
Accumulated - 17,307.88 94,641.52 514.59 766.74 674.53 2,735.29 454.59 1,17,095.16
depreciation as at
April 1, 2023
Depreciation for the year - 3,059.41 11,900.25 23.58 269.01 167.53 1,917.70 29.23 17,366.71
Disposals/deletions - (15.78) (787.64) (28.12) (284.67) (7.71) (36.93) - (1,160.85)
Accumulated - 20,351.51 1,05,754.13 510.05 751.08 834.35 4,616.06 483.82 1,33,301.02
depreciation as at
March 31, 2024 (C)
Depreciation for the year - 3,714.25 12,780.60 38.28 348.32 195.69 2,881.12 29.20 19,987.46
Acquired through - 15.50 - 36.93 27.03 89.54 - - 169.00
business combination
Disposals/deletions - (111.13) (2,797.39) (15.24) (250.47) (133.61) (27.83) - (3,335.69)
Accumulated - 23,970.13 1,15,737.34 570.02 875.96 985.97 7,469.35 513.02 1,50,121.79
depreciation as at
March 31, 2025 (D)
Net carrying amount as 317.81 38,282.63 1,23,808.12 163.18 1,135.81 481.01 12,561.77 163.60 1,76,913.95
at March 31, 2024 (A)-(C)
Net carrying amount as 317.81 39,972.45 1,26,369.42 184.20 1,125.23 407.55 20,709.03 134.40 1,89,220.09
at March 31, 2025 (B)-(D)
----- End of picture text -----

(i) Refer note 46 for information on property, plant and equipment pledged as security by the group

(ii) The borrowing cost capitalized in property plant and equipment during the year is NIL (previous year NIL)

(iii) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

(iv) Refer note 38 for detail of contractual commitment towards purchase of property, plant and equipment.

(v) The group has not revalued any of its property, plant and equipment during the year.

(vi) The title deeds of all the immovable properties are held in the name of the respective entity in the group.

(vii) Depreciation for the year of H 58.00 lakhs (previous year H 18.00 lakhs) transferred to capital work in progress in subsidiary company TACC Ltd.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 5: Capital work-in-progress (CWIP)

Particulars Building, plant and equipment under erection/installation (including project andpre-operative expense) (refer note 57)	As at March 31, 2025 As at March 31, 2024
	7,088.82 21,227.17

The borrowing cost capitalized in capital work-in-progress during the year is NIL (Previous year NIL)

a) Capital work-in-progress ageing schedule is as follows:

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----- Start of picture text -----

Amount in CWIP for a period of
Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
Capital work in progress as at March 31, 2025
Projects in progress 4,968.89 1,825.53 282.11 12.29 7,088.82
Project temporarily suspended - - - - -
Total Capital work in progress 4,968.89 1,825.53 282.11 12.29 7,088.82
Capital work in progress as at March 31, 2024
Projects in progress 17,200.63 3,660.41 339.77 26.36 21,227.17
Project temporarily suspended - - - - -
Total capital work in progress 17,200.63 3,660.41 339.77 26.36 21,227.17
----- End of picture text -----

b) Completion schedule for Projects under capital-work-in progress whose completion is overdue or has exceeded its cost compared to its original plan:

==> picture [455 x 264] intentionally omitted <==

----- Start of picture text -----

To be completed in
Particulars Less than 1-2 2-3 More than Total
1 year years years 3 years
Capital work in progress as at March 31, 2025
Projects in progress 434.91 - - - 434.91
Capital work in progress as at March 31, 2024
Projects in progress - - - - -
Note:
(a) There is H 434.91 lakhs capital-work-in progress whose completion is overdue compared to its original plan as on March 31, 2025,
previous year Nil
(b) There is no such project in capital-work-in progress whose cost has exceeded compared to its original plan as on March 31, 2025
and March 31, 2024.
Note 6: Right-of-use-asset
As at As at
Particulars
March 31, 2025 March 31, 2024
Carrying amount of
Land 3,709.43 3,749.44
Building 39.38 87.27
Total 3,748.81 3,836.71
----- End of picture text -----

• (a) There is H 434.91 lakhs capital-work-in progress whose completion is overdue compared to its original plan as on March 31, 2025, previous year Nil

• (b) There is no such project in capital-work-in progress whose cost has exceeded compared to its original plan as on March 31, 2025 and March 31, 2024.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [456 x 268] intentionally omitted <==

----- Start of picture text -----

Particulars Land Building Total
Gross carrying amount as at April 1, 2023 889.90 243.29 1,133.19
Additions 3,170.22 56.33 3,226.55
Adjustments - - -
Gross carrying amount as at March 31, 2024 (A) 4,060.11 299.63 4,359.74
Gross carrying amount as at April 1, 2024 4,060.11 299.63 4,359.74
Additions 18.60 - 18.60
Adjustments - - -
Gross carrying amount as at March 31, 2025(B) 4,078.71 299.63 4,378.34
Accumulated depreciation as at April 1, 2023 268.69 164.50 433.19
Depreciation for the year 41.98 47.85 89.83
Adjustments - - -
Accumulated depreciation as at March 31, 2024 (C) 310.67 212.35 523.02
Accumulated depreciation as at April 1, 2024 310.67 212.35 523.02
Depreciation for the year 58.61 47.90 106.51
Adjustments - - -
Accumulated depreciation as at March 31, 2025 (D) 369.28 260.25 629.53
Net carrying amount as at March 31, 2024 (A)-(C) 3,749.44 87.27 3,836.71
Net carrying amount as at March 31, 2025 (B)-(D) 3,709.43 39.38 3,748.81
----- End of picture text -----

(i) Refer note 41 for other disclosures related to leases.

• (ii) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

(iii) Depreciation for the year of H 41.85 lakhs (previous year H 22.79 lakhs) transferred to capital work in progress in subsidiary company TACC Ltd.

Note 7: Investment property

Carrying amount of investment property

==> picture [456 x 194] intentionally omitted <==

----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Building 647.60 690.69
Particulars Amount
Building
Gross carrying amount
As at April 1, 2023 1,001.31
Additions -
Disposals -
As at March 31, 2024 (a) 1,001.31
Additions -
Disposals (38.22)
As at March 31, 2025 (b) 963.09
----- End of picture text -----

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [455 x 170] intentionally omitted <==

----- Start of picture text -----

Particulars Amount
Accumulated depreciation
At April 1, 2023 276.51
Charge for the year 34.11
Disposals -
As at March 31, 2024 (c) 310.62
Charge for the year 32.86
Disposals (27.99)
As at March 31, 2025 (d) 315.49
Net carrying amount
As at March 31, 2024 (a-c) 690.69
As at March 31, 2025 (b-d) 647.60
----- End of picture text -----

(i) One building situated at Delhi having gross carrying amount of H 397.52 lakhs (previous year H 397.52 lakhs) is owned jointly with RSWM Ltd.

(ii) Amounts recognised in statement of profit and loss for investment properties

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Rental income 149.30 140.06
Direct operating expenses from property that generated rental income 7.66 7.11
Total income from investment properties before depreciation 141.64 132.95
Depreciation 32.86 34.11
Net income from investment properties 108.78 98.84
(iii) Fair value of investment properties
As at As at
Particulars
March 31, 2025 March 31, 2024
Fair value of investment properties 5,319.39 5,415.06
----- End of picture text -----

(iii) Fair value of investment properties

(iv) Fair value technique used and its heirarchy

The group has obtained independent valuations of its investment property from independent registered valuer as defined under rule 2 of the Companies (Registered valuers and valuation) Rules, 2017. The fair value measurement for investment property has been categorised as Level 2 fair value based on the inputs to the valuation technique used. The main inputs considered by the valuer are government rates, property location, market research & trends, contracted rentals, terminal yields, discount rates and comparable values, as appropriate.

• (v) The aggregate depreciation has been included under depreciation and amortisation expense in the statement of profit and loss.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 8: Intangible assets

Carrying amount of intangible assets

==> picture [456 x 392] intentionally omitted <==

----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Software 119.48 123.46
119.48 123.46
Particulars Amount
Computer software
Gross carrying amount
As at April 1, 2023 489.96
Additions 107.63
Disposals/Adjustments -
As at March 31, 2024 (a) 597.58
Additions 32.28
Acquired through business combination 38.73
Disposals/Adjustments (26.25)
As at March 31, 2025 (b) 642.34
Amortisation
As at April 1, 2023 456.42
Charge for the year 15.74
Disposals/Adjustments 1.96
As at March 31, 2024 (c) 474.13
Charge for the year 37.22
Acquired through business combination 37.76
Disposals/Adjustments (26.25)
As at March 31, 2025 (d) 522.86
Net carrying amount
As at March 31, 2024 (a-c) 123.46
As at March 31, 2025 (b-d) 119.48
----- End of picture text -----

(a) The group has not internally developed computer software systems.

(b) The amount of amortisation has been included under depreciation and amortisation expense in the statement of profit and loss. (c) Computer software are amortized over a period of five years.

(d) The borrowing cost capitalized in intangible assets during the year is NIL (previous year NIL)

(e) Amortisation for the year of H 32.50 lakhs (previous year H 0.44 lakhs) transferred to capital work in progress in subsidiary company TACC Ltd.

274 |

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

8(a) Intangible Assets under Development

Particulars Intangible assets under development	As at March 31, 2025 As at March 31, 2024
	49.21 -

a) Intangible assets under development ageing schedule is as follows:

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----- Start of picture text -----

Amount in CWIP for a period of
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Intangible assets under development as at
March 31, 2025
Projects in progress 49.21 - - - 49.21
Project temporarily suspended - - - - -
Total capital work in progress 49.21 - - - 49.21
Intangible assets under development as at
March 31, 2024
Projects in progress - - - -
Project temporarily suspended - - - - -
Total capital work in progress - - - - -
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b) For Intangible assets under development, whose completion is overdue, the completion schedule is as follows:

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----- Start of picture text -----

To be completed in
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
Intangible assets under development as at
March 31, 2025
Projects in progress - - - - -
Intangible assets under development as at
March 31, 2024
Projects in progress - - - - -
----- End of picture text -----

Note:

• (a) There is no such project in Intangible assets under development whose completion is overdue compared to its original plan as on March 31, 2025 and March 31, 2024.

• (b) There is no such project in Intangible assets under development whose cost has exceeded compared to its original plan as on March 31, 2025 and March 31, 2024.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 9: Investments

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----- Start of picture text -----

Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
A. Investments in Associates accounted for
using the Equity method
Investments in equity instruments
(a) Equity instruments in Associate Companies
(unquoted)
81232560 (Previous year 81232560) fully paid up equity 10 30,711.50 30,711.50 - -
shares of Bhilwara Energy Ltd.
3270618 (Previous year 1262048) Fully paid up equity 10 419.00 419.00 - -
shares of Bhilwara Infotechnology Ltd (erstwhile
Bhilwara Infotech Ltd.) (refer note iv)
- -
Add/(less): Share of profit/(loss) in Associates up 31,368.33 29,649.45
to reporting date
- -
Add/(less): impact of direct adjustment in other (1,285.79) (1,285.79)
equity of Associates up to reporting date
Less: On account of acquisiton of control transferred (2,285.99) - - -
to Subsidiary
58,927.05 59,494.16 - -
Aggregate amount of quoted investments - - - -
Market value of quoted investments - - - -
- -
Aggregate carrying value of unquoted 58,927.05 59,494.16
investments
B. Other investments
I. Investments carried at fair value through
profit or loss
(a) Investments in equity instruments (quoted)
NIL (Previous year 18) fully paid up equity shares of 2 - 0.01 - -
Ballarpur Industries Ltd.
24310015 (Previous year 4967221) fully paid up equity $ 0.01 18,183.44 5,673.28 - -
shares of Graftech International Ltd., USA
(b) Investments in mutual funds (unquoted)
42796.061 (Previous year 30206.095) units of Invesco India 1000 - - 1,523.49 1,001.28
Liquid Fund Direct Growth
32142.507 (Previous year Nil) units of Nippon India Liquid 1000 - - 2,040.05 -
Fund Direct Growth
NIL (Previous year 161625.295) units of Axis Money 1000 - - - 2,120.50
Market Fund Direct Growth
24022.909 (Previous year 63958.061) units of UTI Liquid 1000 - - 1,021.26 2,531.44
Fund Direct Growth
27118.786 (Previous year 63287.711) units of DSP Liquidity 1000 - - 1,005.64 2,184.29
Fund Direct Growth
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| 277

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [455 x 487] intentionally omitted <==

----- Start of picture text -----

Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
74790.457 (Previous year Nil) units of SBI Liquid Fund 1000 - - 3,033.46 -
Direct Growth
Nil (Previous year 20522.7) units of Kotak Liquid 1000 - - - 1,001.31
Fund
Nil (Previous year 109613.376) units of MIRAE Asset 1000 - - - 2,795.46
Liquid Fund Direct Growth
NIL (Previous year NIL) Vajra Capital Growth Scheme 100 - - 1,113.46 -
50438.993 (Previous year 38329.278) units of Baroda BNP 1000 - - 1,508.47 1,067.39
Paribas Liquid Fund Direct Growth
58508.925 (Previous year Nil) units of HSBC Liquid Fund 1000 1,512.06 -
Direct Growth
21381.563 (Previous year Nil) units of LIC MF Liquid Fund 1000 1,006.90 -
Direct Growth
44104.954 (Previous year Nil) units of Sundaram Liquid 1000 1,010.77 -
Fund Direct Growth
2879517.837 (Previous year 2879517.837) units of Kotak 10 - - 1,133.17 1,047.75
Equity Arbitrage Fund Direct Growth
16599077.153 (Previous year 16599077.153) units of AXIS 10 - - 3,310.98 3,067.44
Arbitrage Fund Direct Growth EADG
13490452.151 (Previous year 13490452.151) units of Invesco 10 - - 4,574.86 4,232.10
India Arbitrage Fund Direct Growth
3013912.925 (Previous year 3013912.925) units of UTI 10 - - 1,104.36 1,022.52
Arbitrage Fund Direct Growth Canserve
3929369.982 (Previous year 3929369.982) units of ABSL 10 - - 1,104.81 1,022.85
Arbitrage Fund Direct Growth
5869399.349 (Previous year 5869399.349) units of Nippon 10 - - 1,654.97 1,534.03
India Arbitrage Fund Direct Growth
8305370.542 (Previous year 8305370.542) units of Edelweiss 10 - - 1,697.91 1,570.91
Arbitrage Fund Direct Growth
8828437.252 (Previous year 13111748.111) units of SBI 10 - - 3,117.59 4,291.97
Arbitrage Opportunities Fund Direct Growth
10515900.863 (Previous Year 13616737.412) TATA Arbitrage 10 - - 1,560.62 1,869.52
Fund Direct Growth
11733747.98 (Previous Year NIL) MIRAE Asset Arbitrage Fund 10 1,559.65
Direct Growth
----- End of picture text -----

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Non-current Current
Face As at As at As at As at
No. of units Particulars
value March 31, March 31, March 31, March 31,
2025 2024 2025 2024
(c) Investments in fixed maturity plans scheme
(unquoted)
46034272.808 (Previous year 46034272.808) units of SBI CPSE 10 5,547.04 5,140.88 - -
BP SDL SEP 2026 50:50 Index Fund
13724503.583 (Previous year 13724503.583) units of Edelweiss 10 1,756.16 1,629.44 - -
Nifty PSU Bond Plus SDL Apr 2026 50:50 Index
Fund
9835831.784 (Previous year 9835831.784) units of Kotak Nifty 10 1,184.35 1,092.26 - -
SDL APR 2027 Top 12 Equal Weight Index Fund
Direct Growth Plan
9930347.719 (Previous year 9939347.719) units of Nippon 10 1,186.75 1,097.83 - -
India Nifty AAA CPSE Bond Plus SDL APR 2027
Maturity 60:40 Index Fund Direct Growth Plan
(d) Investments in Bond Funds (unquoted)
108109.497 (Previous year 108109.497) units of Kotak Corp 1000 4,160.00 3,821.87 - -
Bond Direct Growth
2618367.638 (Previous year 2618367.638) units of ABSL 10 2,944.41 2,703.34 - -
Corporate Bond Fund Direct Growth
5430713.319 (Previous year 5430713.319) units of HDFC 10 1,767.24 1,622.89 - -
Corporate Bond Fund Direct Growth
(e) Investments in Infrastructure Trust
(unquoted)
4400000 (Previous year 4400000) units of Oriental 100 5,060.00 5,337.20 - -
Infratrust
(f) Investment in portfolio management
services (unquoted)
Abakkus Asset Manager - All Cap Approach PMS 3,712.56
Total 41,789.39 28,119.00 39,307.04 32,360.76
Aggregate carrying value of quoted investments 18,183.44 5,673.28 - -
Market value of quoted investments 18,183.44 5,673.28 - -
Aggregate carrying value of unquoted 23,605.95 22,445.71 39,307.04 32,360.76
investments
- - - -
Aggregate amount for impairment in value of
investments
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Note (i): Investments having maturity period of less than 12 months from balance sheet date have been classified as current investments, if any.

Note (ii): Refer note 45B for classification of financial assets.

Note (iii): Refer note 45C for information about credit risk and market risk in respect of investments.

Note (iv): During the current year, the holding company has increased the holding in its associate – Bhilwara Infotechnology Limited from 38.59% to 100% by purchasing the shares from the other shareholders resulting in change in status from associate to a subsidiary w.e.f 9[th] December 2024.

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| 279

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 10: Trade receivables

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Current
Particulars As at As at
March 31, 2025 March 31, 2024
a) Trade receivables considered good-secured - -
Less: allowance for expected credit loss
b) Trade receivables considered good-unsecured 44,056.01 50,855.65
Less: allowance for expected credit loss (83.20) (150.29)
c) Trade receivables which have significant increase in credit risk 628.56 239.04
Less: allowance for expected credit loss (314.28) (119.52)
d) Trade receivables credit impaired 116.06 89.64
Less: allowance for credit impairment (116.06) (89.64)
e) Unbilled revenue 182.57
Total 44,469.66 50,824.88
There is no amount due from Directors or other Officers or any of them either severally or jointly with any other person or firms or private
Company respectively in which any Director is a partner or a Director or a member.
Trade receivables ageing schedule
Outstanding for following periods
from due date of payment
Particulars Total
Less than 6 months 1-2 2-3 More than
Not due
6 months to 1 year years years 3 years
As at March 31, 2025
(i) Undisputed trade receivables – 30,148.68 13,907.18 0.15 - - - 44,056.01
considered good
(ii) Undisputed trade receivables – which - - 268.16 360.40 - - 628.56
have significant increase in credit risk
(iii) Undisputed trade receivables – credit - 12.37 12.07 - 1.98 89.64 116.06
impaired
(iv) Disputed trade receivables – - - - - - -
considered good
(v) Disputed trade receivables – which - - - - - - -
have significant increase in credit risk
(vi) Disputed trade receivables – credit -
impaired
(vii) Unbilled revenue - - - - - - 182.57
Total 44,983.20
Less: allowance for expected credit loss (513.54)
Total 44,469.66
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There is no amount due from Directors or other Officers or any of them either severally or jointly with any other person or firms or private Company respectively in which any Director is a partner or a Director or a member.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Outstanding for following periods
from due date of payment
Particulars Total
Less than 6 months 1-2 2-3 More than
Not due
6 months to 1 year years years 3 years
As at March 31, 2024
(i) Undisputed trade receivables – 31,831.04 17,668.57 1,356.05 - - - 50,855.65
considered good
(ii) Undisputed trade receivables – which - - - 239.04 - - 239.04
have significant increase in credit risk
(iii) Undisputed trade receivables - - - - 9.50 80.14 89.64
– credit impaired
(iv) Disputed trade receivables – - - - - - -
considered good
(v) Disputed trade receivables – which - - - - - -
have significant increase in credit risk
(vi) Disputed trade receivables - - - - - -
– credit impaired
(vii) Unbilled revenue
Total 51,184.33
Less: allowance for expected credit loss (359.45)
Total 50,824.88
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Refer note 45B for classification of financial assets

Refer note 45C for credit risk and expected credit loss related to trade receivables

Refer note 46 for information of trade receivables pledged as security by the group.

Note 11: Loans

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Financial asset at amortised cost
Loans to employees
a) Loans considered good-secured - - - -
b) Loans considered good-unsecured 97.13 88.08 83.09 65.91
- - - -
c) Loans which have significant increase in
credit risk
d) Loans credit impaired - - - -
Total 97.13 88.08 83.09 65.91
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Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of financial assets.

• Note (i) : The above figures includes loan to Key Managerial Persons amounting to H 11.97 lakhs (previous year H 26.50 lakhs) which is repayable in accordance with the policy applicable to all the employees. Such loan outstanding as at the end of the year amounts to 6.64% (previous year 17.21%) of total loans to employees outstanding as on that date. Such loans are neither repayable on demand nor without specifying any terms or period of repayment.

• Note (ii) : There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and related parties (as defined under Companies Act, 2013), either severally or jointly with any other person except as mentioned in note (i) above.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 12: Other financial assets

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Financial assets at amortised cost
Security deposits 4,481.39 4,607.39 124.64 -
Interest accrued but not due on fixed deposits 20.73 - 203.49 1,314.35
Bank deposits having maturity period of 80.00 20.00 - -
more than 12 months from reporting date
(refer note 16)
Interest subvention recoverable (on working - - 286.95 286.95
capital loans)
Advance for Equity Investment [#] 746.88 - - -
Government grant receivable (refer note 51) - - 6,224.97 -
Other recoverables -
-Others - - 45.39 2,896.22
Financial assets at fair value through profit or loss
Derivative financial instruments - - - 126.35
Total 5,329.00 4,627.39 6,885.44 4,623.87
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Advance paid for purchase of shares of Graftech International Ltd.

*State Government investment promotion assistance receivable as per MP industrial promotion policy 2018

**The group enters into derivative financial instruments (usually foreign exchange forward contracts) to manage its exposure to foreign exchange rate risk. For details of derivative financial instruments, refer note 45C. Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of other financial assets.

.

Note 13: Other assets

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Unsecured, considered good unless stated
otherwise
Capital advances 781.60 932.09 - -
Other advances (other than advances to - - 1,051.16 820.75
related parties)
Prepaid expenses 243.91 191.94 1,081.87 1,452.46
Balances with Government authorities - - 3,495.49 5,446.54
GST refund receivable - - 1,753.12 483.50
Payments under protest (excluding direct taxes 486.48 401.28 - -
other than Tax Deducted at Source(TDS)) [#]
Export benefits receivable - - 625.74 126.74
Other employee advances 56.56 58.74
Gratuity fund receivable (also refer note 40) - - 803.73 669.72
Others 5,874.66 5,610.46
Total 1,511.99 1,525.31 14,742.33 14,668.91
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Entry tax 114.29 114.29
Central sales tax 229.83 144.63
Excise duty/service tax 79.89 79.89
MPST/MPCT 0.46 0.46
Tax deducted at source 62.01 62.01
Total 486.48 401.28
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Note: Based on legal advice, discussions with the solicitors, etc., the management believes that there are fair chances of decisions in group’s favour in respect of all the items listed above.

Note 14: Inventories (Valued at lower of cost or net realizable value)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Raw materials 28,953.71 28,006.17
[Includes material in transit H 14,354.34 lakhs ; previous year: H 11,664.56 lakhs]
Work-in-progress 45,087.85 35,182.52
Finished goods 45,750.23 50,558.61
Stores and spares 5,672.01 5,667.93
[Includes stores in transit H 655.17 lakhs ; previous year: H 679.37 lakhs]
Total 1,25,463.80 1,19,415.23
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(a) The cost of inventories includes H 512.49 lakhs (March 31, 2024 H 790.91 lakhs) in respect of write down of inventories on account of slow moving items.

(b) Refer note 46 for information of inventory pledged as security by the group.

(c) The method of valuation of inventories has been stated at Note 2.3(ii)

Note 15: Cash and cash equivalents

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As at As at
Particulars
March 31, 2025 March 31, 2024
Financial assets at amortised cost
Balances with banks
In current accounts 833.18 808.99
In cash credit accounts 1,107.07 1,017.10
Cheques, drafts in hand 3.31 -
Cash on hand 5.19 12.54
Term/fixed deposits with banks/financial institutions having original 3,127.59 11,866.54
maturity period of less than three months
Total cash and cash equivalents 5,076.34 13,705.17
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Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of cash and cash equivalents

There are no advances to the Directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies in which any Director is a partner or a Director or a member.

Detail of payments under protest(excluding direct taxes other than TDS) is as follows:

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 16: Other bank balances

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As at As at
Particulars
March 31, 2025 March 31, 2024
Financial assets at amortised cost
I. Earmarked deposits with banks
a) Held as margin money against letter of credit for raw material and 1,332.31 1,554.02
capital goods and against bank guarantees
b) Held for unpaid/unclaimed dividend 567.16 608.16
c) Held for unspent Corporate Social Responsibility expenditure on - 25.18
account of ongoing projects
II. Term/fixed deposits with banks/financial institutions having original 7,808.15 25,151.01
maturity period of more than three months
Less: Bank deposits having maturity period after 12 months from the 80.00 20.00
reporting date (refer note 12)
Total 9,627.62 27,318.37
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Refer note 45B for classification of financial assets

Refer note 45C for information about credit risk and market risk in respect of other bank balances.

Note 17: Equity share capital

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As at As at
Particulars
March 31, 2025 March 31, 2024
Authorised
27,50,00,000 equity shares of H 2 each (previous year 5,50,00,000 equity 5,500.00 5,500.00
shares of H 10 each) (refer note i)
15,00,000 (previous year 15,00,000) preference shares of H 100 each 1,500.00 1,500.00
7,000.00 7,000.00
Issued, subscribed and fully paid-up
19,29,77,530 equity shares of H 2 each (previous year 3,85,95,506 equity 3,859.55 3,859.55
shares of H 10 each) (refer note i)
1,150 (previous year 1,150) forfeited equity shares 0.04 0.04
Total 3,859.59 3,859.59
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a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

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2024-25 2023-24
Particulars
No. of shares Amount No. of shares Amount
Equity shares
At the beginning of the year 3,85,95,506 3,859.55 3,85,95,506 3,859.55
Sub-division of 1 share of face value 15,43,82,024 - Not Applicable Not Applicable
H 10 each into 5 shares of face value H 2
each effective October 18, 2024 (increase
in shares on account of sub-division)
Change during the year - - - -
Outstanding at the end of the year 19,29,77,530 3,859.55 3,85,95,506 3,859.55
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

b) Terms/rights attached to equity shares

The Holding Company has only one class of equity shares having a par value of H 2 each (Post sub-division of equity shares). Each holder of equity shares is entitled to one vote per share. The dividend (if any) proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholdes.

c) Details of shareholders holding more than 5% shares in the Holding Company

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As at March 31, 2025 As at March 31, 2024
Name of the Shareholder No. of % of No. of % of
Shares held Holding Shares held Holding
Equity Shares
Redrose Vanijya LLP (refer note ii) 5,58,73,775 28.95 - -
Norbury Investments Limited 2,68,14,955 13.90 53,62,991 13.90
Microlight Investments Ltd. 2,33,27,895 12.09 46,65,579 12.09
Bharat Investments Growth Limited - - 27,34,913 7.09
SBI Energy Opportunities Fund 1,37,27,188 7.11 - -
Aggregate number of equity shares issued for consideration other than cash, allotted by way of bonus shares
and shares bought back during the period of five years immediately preceding the reporting date.
Aggregate no. of shares
Particulars
2024-25 2023-24 2022-23 2021-22 2020-21
a) Equity shares allotted as fully paid up pursuant to - - - - -
contract(s) without payment being received in cash
b) Equity shares allotted as fully paid up by way of - - - - -
bonus shares
c) Equity shares bought back by the Company. - - - - -
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• d) Aggregate number of equity shares issued for consideration other than cash, allotted by way of bonus shares and shares bought back during the period of five years immediately preceding the reporting date.

e) Details of shares held by Holding Company or its Ultimate Holding Company or their Subsidiaries or Associates

• There is no Holding Company /Ultimate Holding Company of the Company.

• f) Details of shareholdings by the Promoters and Promoter’s Group of the Holding Company

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As at As at
March 31, 2025 March 31, 2024
Sl.
No. [Name] No of % of No. of % of % change
Total Total in the
shares shares
shares shares year
1 Ravi Jhunjhunwala 3,595 0.00% 719 0.00% 0.00%
2 Riju Jhunjhunwala 6,780 0.00% 1,356 0.00% 0.00%
3 Rita Jhunjhunwala 9,380 0.00% 1,876 0.00% 0.00%
4 Rishabh Jhunjhunwala 9,035 0.00% 1,807 0.00% 0.00%
5 RLJ Family Trusteeship Pvt Ltd 2,500 0.00% 500 0.00% 0.00%
6 RSWM Ltd 15,91,955 0.82% 3,18,391 0.82% 0.00%
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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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As at As at
March 31, 2025 March 31, 2024
Sl.
No. [Name] No of % of No. of % of % change
Total Total in the
shares shares
shares shares year
7 Redrose Vanijya LLP (refer note ii) 5,58,73,775 28.95% - 0.00% 28.95%
8 Norbury Investments Ltd 2,68,14,955 13.90% 53,62,991 13.90% 0.00%
9 Microlight Investments Ltd 2,33,27,895 12.09% 46,65,579 12.09% 0.00%
10 Bharat Investments Growth Ltd - - 27,34,913 7.09% -7.09%
11 Purvi Vanijya Niyojan Ltd - - 18,68,583 4.84% -4.84%
12 LNJ Financial Services Ltd - - 16,48,323 4.27% -4.27%
13 Raghav Commercial Ltd - - 14,48,163 3.75% -3.75%
14 Jet (India) Pvt Ltd - - 10,05,599 2.61% -2.61%
15 Giltedged Industrial Securities Ltd - - 8,87,689 2.30% -2.30%
16 Shashi Commercial Company Ltd - - 6,75,536 1.75% -1.75%
17 M.L. Finlease Pvt Ltd - - 3,46,461 0.90% -0.90%
18 India Texfab Marketing Ltd - - 2,06,718 0.54% -0.54%
19 Investors India Ltd - - 36,254 0.09% -0.09%
20 Dreamon Commercial Pvt ltd - - 3,16,516 0.82% -0.82%
Total 10,76,39,870 55.78% 2,15,27,974 55.78% 0.00%
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Note (i): Update regarding sub-division of equity Shares (New Face Value H 2 per equity share):

• (a) Pursuant to approval granted by the Shareholders of HEG Limited through Postal Ballot on 20-09-2024, for the Sub-Division of one (1) equity share of HEG Limited (‘Company’) of Face Value of H 10 each into five (5) equity shares of Face Value of H 2 each, necessary post sub-division credits have been made to the shareholders holding shares in demat form as on record date through NSDL/CDSL system and new share certificates have been issued to the shareholders having shares in physical form. Record Date for the said Sub-Division was 18-10-2024.

• (b) As a result of above said sub-division, Promoter/Promoter Group shareholding has been changed from 2,15,27,974 equity shares of Face Value of H 10 each to 10,76,39,870 equity shares of Face Value of H 2 each (Ratio 5 : 1). Pre and Post sub-division holding percentage is appearing same i.e. 55.78%. There was no change in percentage holding of Promoter/Promoter Group.

• (c) Total paid up share capital (in equity shares) has been changed from 3,85,95,506 equity shares of Face Value of H 10 each to 19,29,77,530 equity shares of Face Value of H 2 each. There was no change in paid up share capital (Pre and Post sub-division of equiry shares) in Rupees i.e. H 38,59,55,060.

Note (ii): Update regarding Promoter/Promoter Group shareholding:

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 18: Other equity

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As at As at
Particulars
March 31, 2025 March 31, 2024
A. Capital reserve
Balance as at the beginning of the year 10,437.85 10,726.49
Movement during the year - -
Share of direct adjustment in other equity of Associates - (288.64)
Balance as at the end of the year 10,437.85 10,437.85
B. Capital redemption reserve
Balance as at the beginning of the year 2,029.93 2,029.93
Movement during the year - -
Balance as at the end of the year 2,029.93 2,029.93
C. Retained earnings
Balance as at the beginning of the year 4,26,266.77 4,11,477.84
Amount transferred from statement of profit and loss
- Profit for the year 11,505.54 31,167.91
- Other comprehensive income for the year (remeasurement of (3.73) 34.85
defined employee benefit plan) (net of tax expense)
-Share of other comprehensive income of Associates (35.13) (10.74)
Share of direct adjustment in other equity of Associates - -
Dividend distributed on equity shares during the year (8,683.99) (16,403.09)
Balance as at the end of the year 4,29,049.46 4,26,266.77
Total 4,41,517.24 4,38,734.55
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Nature and purpose of reserves

• 1) Capital reserve:

  • The Capital reserve has been created on account of warrant money forfeited and profit made on hive off of steel business and acquisition of associates.

• 2) Capital redemption reserve:

  • The capital redemption reserve has been created at the time of redemption of preference shares and buy back of own shares. The reserve can be utilised for issuing bonus shares.

• 3) Retained earnings

• (a) Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited) has shown as share holder of 28.95% by way of acquisition of 5,58,73,775 shares from promoter group companies through off market transfer pursuant to Scheme of Arrangement approved by Hon’ble NCLT, Kolkata Bench, therefore became member of promoter group of HEG Limited pursuant to provisions of Regulation 2 (1) (q) of SEBI SAST Regulations, 2011 read with Regulation 2 (1) (pp) (iii) of SEBI ICDR Regulations, 2018. The Promoter Group Companies of HEG Limited amalgamated pursuant to above NCLT Order were Bharat Investment Growth Limited, Dreamon Commercial Private Limited, Giltedged Industrial Securities Limited, Investors India Limited, India Texfab Marketing Limited, Jet (India) Private Limited, LNJ Financial Services Limited, M.L. Finlease Private Limited, Purvi Vanijya Niyojan Limited, Raghav Commercial Limited and Shashi Commercial Company Limited. In this regard, necessary disclosures under the SEBI (SAST) Regulations, 2011 and the SEBI (PIT) Regulations, 2015 have already been made to BSE Limited and National Stock Exchange of India Limited alongwith the required explanation.

• (b) As a result of the above said Scheme of Arrangement duly sanctioned by Hon’ble NCLT, Kolkata Bench, the above said 11 (Eleven) Promoter Group Companies of HEG Limited were amalgamated into Redrose Vanijya LLP (Formerly known as Redrose Vanijya Private Limited). The same has been disclosed in the shareholding pattern for year ended 31[st] March, 2025 under the Category “Statement showing shareholding pattern of the Promoter and Promoter Group”.

• Retained earnings refer to net earnings not paid out as dividend but retained to be reinvested in the core business. The amount is available for distribution of dividend to the equity shareholders.

Note 19: Borrowings

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Loans repayable on demand from banks
Working capital loans from banks
- Secured - - 58,014.43 58,937.81
- Unsecured - - 471.22 3,000.00
Total - - 58,485.65 61,937.81
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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(i) Terms of repayment of loans

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As at As at
Particulars
March 31, 2025 March 31, 2024
Loans repayable on demand
Secured
Working capital loans from banks 58,014.43 58,937.81
Unsecured
Working capital loans from banks 471.22 3,000.00
Total 58,485.65 61,937.81
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(ii) Nature of security against loans

• a) Working capital borrowings from banks are secured by first charge against hypothecation of all stocks present and future, stores, spare parts, packing materials, raw materials, finished goods, goods in transit / process, book debts, outstanding monies receivable, claims, bills etc.

• b) Pari-passu second charge over entire fixed assets (including land & building and plant & machineries) in respect of Graphite & Thermal Power Unit at Mandideep and Hydel Power unit at Tawa Nagar, Hoshangabad.

• (iii) Refer note 45B for classification of financial liabilities

• (iv) Refer note 46 for carrying amount of assets pledged as security for borrowings.

• (v) Refer note 45C for information about liquidity risk and market risk in respect of borrowings.

Note 20: Trade payables

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As at As at
Particulars
March 31, 2025 March 31, 2024
Trade payables
(A) Total outstanding dues of micro enterprises and small enterprises 1,108.82 847.88
(B) Total outstanding dues of creditors other than micro enterprises and 38,820.35 41,681.71
small enterprises
Total 39,929.17 42,529.59
(i) Trade payables ageing schedule
Outstanding for following periods
from due date of payment
Particulars Total
Less than 1-2 2-3 More than
Not due
1 year years years 3 years
As at March 31, 2025
(i) MSME 1,097.59 11.11 - - - 1,108.70
(ii) Others 35,885.60 2,929.55 4.66 0.54 - 38,820.35
(iii) Disputed - MSME - 0.12 - - - 0.12
(iv) Disputed - others - - - - - -
As at March 31, 2024
(i) MSME 847.88 - - - - 847.88
(ii) Others 39,329.30 319.45 2.04 1,874.33 156.59 41,681.71
(iii) Disputed - MSME - - - - - -
(iv) Disputed - others - - - - - -
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

• (ii) Refer note 45B for classification of financial liabilities

• (iii) Refer note 45C for information about liquidity risk and market risk in respect of trade payables.

• (iv) The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) has been determined to the extent such parties have been identified, on the basis of information and records available.

The required information is as under :-

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As at As at
Particulars
March 31, 2025 March 31, 2024
a) The amount remaining unpaid to micro and small enterprises at
the end of each accounting year.
a) Principal
-Related to trade payables 1,108.82 847.88
-Related to creditors for capital purchases (refer note 21 B) 263.50 518.86
b) Interest - -
b) The amount of interest paid by the buyer in terms of section 16 - -
of the Micro, Small and Medium Enterprises Development Act,
2006, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year
c) The amount of interest due and payable for the period of delay in - -
making payment (which has been paid but beyond the appointed
day during the year) but without adding the interest specified
under the Micro, Small and Medium Enterprises Development
Act, 2006;
d) The amount of interest accrued and remaining unpaid at the end - -
of each accounting year
e) The amount of further interest remaining due and payable even - -
in the succeeding years, until such date when the interest dues
above are actually paid to the small enterprise, for the purpose of
disallowance of a deductible expenditure under section 23 of the
Micro, Small and Medium Enterprises Development Act, 2006.
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Note 21A: Lease liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Lease liabilities - land (refer note - 41) 222.77 220.71 13.25 14.78
Lease liabilities - building (refer note - 41) - 45.45 45.45 48.80
Total 222.77 266.16 58.70 63.58
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Refer note 45B for classification of financial liabilities

Refer note 45C for information about liquidity risk and market risk in respect of lease liabilities.

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 21B: Other financial liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Interest accrued but not due on borrowings - - 227.63 27.71
Security deposits - - 155.60 182.83
Unpaid/unclaimed dividend [#] - - 567.16 608.16
Creditors for capital purchases - -
Payable to micro enterprises and small - - 263.50 518.86
enterprises
Payable to other than micro enterprises and - - 900.43 3,935.80
small enterprises
Other payables - -
Employees related - - 2,191.52 2,118.29
Others - - 2,089.12 1,846.98
Total - - 6,394.96 9,238.63
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 23: Deferred tax liabilities (net)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Deferred tax liabilities (A)
Difference between carrying value of property, plant and equipment as 10,101.72 9,621.18
per books of account and income tax
Fair valuation of investments - 111.15
Deferred tax assets (B)
Expenses deductible on payment basis under income tax/ provision for 77.75 60.54
employee benefits
Allowance for expected credit loss 129.25 68.06
Fair valuation of investments 320.49 -
Demerger & Amalgamation (refer note 54) 66.01 -
Unabsorbed Losses 14.75 -
Net deferred tax liability (A)-(B) 9,493.47 9,603.73
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There is no amount which is required to be transferred to the Investor’s Education and Protection Fund.

Refer note 45B for classification of financial liabilities

Refer note 45C for information about market risk and liquidity risk in respect of other financial liabilities.

Note 22: Provisions

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Provision for employee benefits
Compensated absences 557.88 492.93 106.75 95.49
Gratuity 121.93 4.91 26.17 0.02
Other provisions
Provision against pending litigations - - 325.83 325.83
Total 679.81 497.84 458.75 421.34
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Movement of provision against pending litigations

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Non-current Current
Nature of provisions
2024-25 2023-24 2024-25 2023-24
Carrying amount at the beginning of the year - - 325.83 435.47
Amount provided made during the year - - - -
Amount reversed during the year - - - 109.64
Carrying amount at the end of the year - - 325.83 325.83
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Note: Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

The following is the movement of the deferred tax liabilities and assets

Movement in deferred tax liabilities and assets for the year ended March 31, 2025

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Recognized in Acquired
As at Recognized As at
other through business
Particulars April 1, in the profit March 31,
comprehensive combination
2024 or loss 2025
income (refer note no. 48)
Deferred tax liabilities (A)
Difference between carrying value of 9,621.18 458.50 - 22.04 10,101.72
property plant and equipment as per
books of account and tax base
Fair valuation of investments 111.15 (284.91) - 173.76 -
Deferred tax assets (B)
Expenses deductible on payment basis 60.54 (20.30) 1.26 36.25 77.75
under income tax/ provision for
employee benefits
Allowance for expected credit loss 68.06 61.19 - - 129.25
Fair valuation of investments - 320.49 - - 320.49
Demerger & Amalgamation (refer note 54) - 66.01 - - 66.01
Unabsorbed Losses - 40.94 - (26.19) 14.75
Net deferred tax liabilities/(assets) 9,603.73 (294.73) (1.26) 185.74 9,493.47
(A)-(B)
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The provisions for indirect taxes and legal matters comprises of separate cases that arise in the ordinary course of business. These provisions have not been discounted as it is not practicable to estimate the timing of the provision utilisation and cash outflows, if any, pending resolution.

No reimbursements are expected in respect of the above provisions

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| 291

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Movement in deferred tax liabilities and assets for the year ended March 31, 2024

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----- Start of picture text -----

Recognized in
Recognized As at
As at other
Particulars in the profit March 31,
April 1, 2023 comprehensive
or loss 2024
income
Deferred tax liabilities (A)
-
Difference between carrying value of property plant 8,481.60 1,139.58 9,621.18
and equipment as per books of account and tax base
Fair valuation of investments 282.38 (171.23) 111.15
Deferred tax assets (B)
Expenses deductible on payment basis under income 61.91 10.35 (11.72) 60.54
tax/ provision for employee benefits
Allowance for expected credit loss 22.41 45.65 - 68.06
Net deferred tax liabilities/(assets) (A)-(B) 8,679.66 912.35 11.72 9,603.73
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There are no unrecognised deferred tax liabilities/assets as at March 31, 2025 and March 31, 2024. Deferred tax assets and liabilities have been set off as they are governed by the same taxation laws.

Note 24: Other liabilities

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Non-current Current
Particulars As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Deposits from employees against various 494.69 418.43 72.01 138.78
schemes
Advance from customers - - 814.54 657.12
Statutory dues payable - - 311.97 251.10
Payable against unspent Corporate Social - - 206.07 80.34
Responsibility expenditure (refer note 43)
Others payables - - 395.90 265.95
Total 494.69 418.43 1,800.49 1,393.29
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*It represents Corporate Social Responsibility (CSR) expense related to ongoing projects. The same has been transferred to a special account within 30 days from end of the respective financial year as per the provisions of the Companies Act.

Note 25A: Non -Current tax assets / (liabilities)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Income tax assets (net of provision for taxation) 10,539.34 10,507.56
Total 10,539.34 10,507.56
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Note 25B: Current tax liabilities / (assets)

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Income tax liabilities (net of advance tax) (1,420.91) (1,172.04)
Total (1,420.91) (1,172.04)
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 26: Revenue from operations

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Sale of products
Graphite electrodes (including by-products) 2,10,798.39 2,34,761.36
Power 2,935.48 2,13,733.87 3,220.62 2,37,981.98
Sale of services
IT related & medical transcription services 698.20 698.20 - -
Other operating income
REC sales 330.52 162.76
Fly Ash Income 11.66 -
Export incentives 1,194.86 1,345.62
1,537.04 1,508.38
Total 2,15,969.11 2,39,490.36
Refer note 47 for disclosures as per Ind AS 115 “Revenue from contracts with customers”
Note 27: Other income
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Interest income from financial assets measured at amortized cost 1,676.95 4,017.29
Interest income from financial assets measured at fair value through profit 300.11 302.64
or loss
Rental income 153.99 144.89
Net gain on sale of investments measured at fair value through profit or loss 1,699.71 619.35
Net gain on fair valuation of investments measured at fair value through - 194.63
profit or loss
Net gain on sale of property, plant and equipment - 128.60
Dividend income from investments measured at fair value through profit 190.03 236.49
or loss
Gain on foreign currency fluctuation (net) 0.60 161.50
Liabilities / provisions written back (including allowances for expected 1,750.04 5,499.65
credit losses, if any) [#]
-
Government Grant (refer note 51) 5,714.00
Miscellaneous 1,271.17 2,861.94
Total 12,756.60 14,166.98
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Based on favourable order received from the Electricity Consumer Grievance Redressal Forum (ECGRF), Bhopal, Madhya Pradesh, the liability amounting to H 5,181.63 lakhs towards disputed TMM and wheeling charges levied by Madhya Pradesh Madhya Kshetra Vidyut Vitaran Company Limited , provided during the earlier years has been written back and has been recognized under the head ‘Liabilities / provisions written back’ during year ended March 31, 2024.

*State Government investment promotion assistance as per MP industrial promotion policy 2018

The current tax assets and current tax liabilities have been set off, to the extent, the group : (a) has a legally enforceable right to set off the recognised amounts; and

(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously

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| 293

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 28: Cost of materials consumed

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Raw material consumed
Opening stock 16,341.60 38,302.83
Add : Purchases 1,08,084.71 87,338.45
1,24,426.31 1,25,641.28
Less: Closing stock 28,953.71 16,341.60
Cost of raw material consumed 95,472.60 1,09,299.68
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Note 29: Changes in inventories of finished goods and work-in-progress

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(1) Inventories at the beginning of the period
Finished goods 50,558.61 55,986.80
Work-in-progress 35,182.52 35,593.37
Total 85,741.13 91,580.17
(2) Inventories at the end of the period
Finished goods 45,750.22 50,558.61
Work-in-progress 45,087.85 35,182.52
Total 90,838.07 85,741.13
Net (increase)/decrease [ (1) - (2) ] (5,096.94) 5,839.04
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Note 30: Employee benefit expenses

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Salaries and wages (refer note 40) 9,317.19 8,564.77
Contribution to provident and other funds (refer note 40) 648.18 607.66
Staff welfare expenses 401.52 354.31
Total 10,366.89 9,526.74
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Note 31: Finance costs

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Interest on borrowings 3,116.32 3,428.49
(ii) Foreign Exchange Fluctuation on Foreign Currency Loans to the 444.70 -
extent regarded as an adjustment to borrowing cost
(iii) Others
- Interest on lease liabilities 13.48 16.84
- Interest on direct taxes i.e. income tax/TDS 31.79 127.12
- Others 313.35 1.41
Total 3,919.64 3,573.86
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 32: Depreciation and amortisation expenses

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(1) Depreciation of property, plant and equipment (refer note 4) 19,929.46 17,348.69
(2) Depreciation of right of use assets (refer note 6) 64.66 67.03
(3) Depreciation on investment property (refer note 7) 32.86 34.11
(4) Amortisation of intangible assets (refer note 8) 32.50 15.30
Total 20,059.48 17,465.14
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Note 33: Other expenses

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Consumption of stores and spare parts (including refractory blocks) 15,880.47 15,362.15
Job/process charges 830.45 612.88
Power and fuel 33,167.47 31,008.46
Repairs and maintenance
Plant and machinery 3,774.01 3,130.90
Building 338.02 280.61
Others 1,231.47 1,023.33
Insurance 1,340.78 1,547.96
Rent (refer note 41) 37.23 36.88
Rates and taxes 229.15 234.88
Directors' sitting fees and incidental expenses 121.18 99.12
Freight & forwarding 17,372.51 13,850.06
Packing expenses (including packing material consumption) 2,145.84 1,863.70
Commission 1,478.22 1,501.38
Claims and rebates 218.87 162.69
Donations - 5.50
Contribution made to political parties [#] - 1,440.00
Power generation charges 487.50 400.50
Travelling expenses 443.85 448.39
Postage and communication 74.17 63.56
Payment to auditors(refer details below [##] ) 49.78 38.51
Contribution towards Corporate Social Responsibility (refer note 43) 929.80 695.20
Legal and professional expenses 1,388.74 689.92
Vehicle running and maintenance 68.23 70.38
Allowances for expected credit losses/ credit impairment 154.09 270.42
Net loss on sale/discard of property, plant and equipments 7.24 -
Loss on Foreign Currency Fluctuation (Net) 160.59 -
Net loss on fair valuation of investments measured at fair value through 6,352.95
profit or loss
Miscellaneous expenses 1,432.57 1,744.09
Total 89,715.18 76,581.47
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Includes contributions through electoral trusts H Nil and directly to the political parties H Nil (31 March, 2024: H 940.00 lakhs and H 500.00 lakhs respectively).

*Does not include any item of expenditure with a value of more than 1% of the revenue from operations.

• Payments to auditors (excluding GST)

294 |

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
As auditor
Statutory audit 35.32 32.50
Other services
Tax audit 2.00 2.00
Certification fees 3.64 0.59
Reimbursement of out of pocket expense 8.82 3.42
Total 49.78 38.51
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**Includes payment to auditors of subsidiary companies.

Note 34: Tax expense

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
A) Tax expense recognised in the statement of profit and loss
1) Current tax 4,929.38 7,564.12
2) Current tax adjustment related to earlier years (103.36) (106.76)
3) Deferred tax (294.74) 912.35
4,531.28 8,369.71
B) Tax expense recognised in other comprehensive income
1) Current tax - -
2) Deferred tax (1.26) 11.72
(1.26) 11.72
C) Tax expense/(income) relating to items that are charged or
credited directly to equity
1) Current tax - -
2) Deferred tax - -
- -
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Reconciliation of tax expense applicable to profit before tax as per the latest statutory enacted tax rate in India to tax expense reported is as follows:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Accounting profit before tax & share of profit of Associates 14,288.86 31,371.41
At India's statutory income tax rate of 25.168% 25.168 25.168
Tax as per accounting profit (A) 3,596.22 7,895.56
Add/(less) :
Effect of expenses that are not deductible in determining taxable profits 245.41 583.59
Effect of expenses that are deductible in determining taxable profits (27.23) (26.21)
Tax rate differential and other adjustments on gain on sale /fair valuation 859.86 (175.95)
of investments
Others (39.62) (52.44)
Effect of unused tax losses - 38.41
Current tax adjustment related to earlier years (103.36) 106.76
Total (B) 935.06 474.16
Income tax expense recognized for the year (A+B) 4,531.28 8,369.71
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Disclosure in relation to undisclosed income

During the year, the group has not surrendered or undisclosed any income in the tax assessments under the Income Tax Act,1961. There are no transactions which are not recorded in the books of account.

Note 35: Other comprehensive income

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Items that will not be reclassified to profit or loss
- Remeasurement of defined employee benefit plans (4.99) 46.57
Total (4.99) 46.57
(ii) Tax expense relating to items that will not be reclassified to profit or loss
- Remeasurement of defined employee benefit plans (1.26) 11.72
Total (1.26) 11.72
Note 36: Earnings per share
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Profit attributable to equity shareholders of the Company ( H ) 11,505.54 31,167.91
Weighted average number of equity shares for basic/diluted earning per 19,29,77,530 19,29,77,530
share (face value of H 2 each) (refer note 17)
Basic / diluted earning per share ( H ) 5.96 16.15
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• There are no potential equity shares

Note 37: Segment information

The Holding Company’s Chief Operational Decision Makers consisting of Executive whole time director (CEO) examines the Group’s performance both from product and geographic perspective and has identified two segments, i.e., Graphite electrodes (including other carbon products) and Power. The business segments are monitored separately for the purpose of making decisions about resource allocation and performance assessment.

The reportable segments are:

• Graphite Electrodes (including other carbon products)- The segment comprises of manufacturing of graphite electrodes.

• Power Generation - The segment comprises of generation of power for sale.

Segment measurement

The measurement principles for segment reporting are based on Ind AS 108. Segment’s performance is evaluated based on segment revenue and profit/loss from operating activities. Operating revenues and expenses related to both third party and inter-segment transactions are included in determining the segment results of each respective segment.

Inter segment transactions are carried out at arm’s length price.

296 |

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53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

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----- Start of picture text -----

31, 2024 2,39,490.36 - 29,811.36 4,319.93 813.98 3,573.86 31,371.41 8,166.21 8,369.71 31,167.91 17,465.14 270.42 31, 2024 5,70,135.87 1,27,541.74 33,719.41
For the year ended March 2,39,490.36 For the year ended March
-
Total Total
31, 2025 2,15,969.11 20,884.69 1,977.06 (4,653.25) 3,919.64 14,288.86 1,747.96 4,531.28 11,505.54 20,059.48 227.09 31, 2025 5,64,816.20 1,19,439.37 18,382.72
For the year ended March 2,15,969.11 For the year ended March
31, 2024 - - - (3,327.47) 90.03 (0.00) 31, 2024 1,81,326.89 12,352.47 2,066.06
For the year ended March For the year ended March
Unallocable items/others 31, 2025 698.20 - 698.20 (2,353.14) 98.25 24.44 Unallocable items/others 31, 2025 1,76,598.02 12,663.63 3,560.15
For the year ended March For the year ended March
3,383.38 - 3,383.38 1,362.85 187.61 - 2,228.67 263.71 163.18
31, 2024 31, 2024
For the year ended March For the year ended March
- -
Power Power
3,266.00 3,266.00 1,576.77 206.84 2,104.54 249.61 43.94
31, 2025 31, 2025
For the year ended March For the year ended March
31, 2024 2,36,106.98 - 31,775.98 17,187.50 270.42 31, 2024 3,86,580.31 1,14,925.56 31,490.17
roducts) For the year ended March 2,36,106.98 roducts) For the year ended March
carbon p 31, 2025 2,12,004.91 - 21,661.06 19,754.39 202.65 carbon p 31, 2025 3,86,113.63 1,06,526.13 14,778.63
Graphite (including other For the year ended March 2,12,004.91 Graphite (including other For the year ended March
1) Segment revenue and results Particulars Segment revenue Turnover Less: Inter segment turnover External turnover Segment result before interest & taxes Add: Interest income Add / (Less): net gain/(loss) on sale/fair valuation of investments measured at fair value through profit or loss Less: finance cost Profit before tax & share of profit of Associates Add: Share of profit of Associates Less: Income tax (including deferred tax) Net profit for the year Depreciation and amortisation expense Non cash expenses other than depreciation and amortization 2) Segment assets, liabilities and other details Particulars Segment assets Segment liabilities Capital expenditure incurred during the year
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

3) Details of unallocated items/ others

I. Unallocated assets

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Property, plant & equipments and investment property (including capital 6,458.78 3,097.14
work-in-progress)
Right of use asset 3,124.18 2,996.09
Investments 1,40,022.45 1,19,973.91
Trade receivable 475.35 -
Inventories 14.68 14.68
Cash and cash equivalents 3,037.85 2,946.28
Bank balances other than cash & cash equivalents 10,330.92 36,862.59
Financial assets-loans 43.44 57.87
Goodwill on Consolidation 92.97
Other financial assets 357.65 1,185.98
Other assets 2,184.21 3,684.78
Income tax asset 10,455.53 10,507.56
Total 1,76,598.02 1,81,326.88
II. Unallocated liabilities
As at As at
Particulars
March 31, 2025 March 31, 2024
Deferred tax liabilities 9,493.47 9,603.73
Current tax liabilities 1,420.91 1,172.04
Lease liabilities 154.14 151.33
Trade payables 89.03 1.16
Other financial liabilities 905.93 994.36
Other liabilities 250.93 266.84
Provisions 349.22 163.02
Total 12,663.63 12,352.47
----- End of picture text -----

4) Geographical information:

The Company operates in two principal geographical areas-India and outside India.

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----- Start of picture text -----

Within India (including
Outside India Total
sale to SEZ units) [#]
For the For the For the For the For the For the
Particulars
year ended year ended year ended year ended year ended year ended
March 31, March 31, March 31, March 31, March 31, March 31,
2025 2024 2025 2024 2025 2024
a) Segment revenue 72,607.46 78,191.05 1,43,361.65 1,61,299.31 2,15,969.11 2,39,490.36
- -
b) Segment non-current 2,13,018.31 2,14,824.85 2,13,018.31 2,14,824.85
assets
----- End of picture text -----*

Export incentives have been included in segment revenue within India

*Non-current segment assets includes non-current assets other than financial assets and deferred tax assets.

298 |

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

5) The group is domiciled in India. The group’s revenue from operations from external customers by location of the customers is as follows:

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For the year ended For the year ended
Revenue from external customers
March 31, 2025 March 31, 2024
India (including sale to SEZ units) [#] 72,607.46 78,191.05
United Arab Emirates 1,802.24 4,291.52
Japan 2,950.56 625.84
Egypt 9,461.62 14,982.72
Korea (South) 10,944.49 8,901.32
South Africa 4,081.60 3,613.16
Spain 7,495.44 7,035.01
Turkey 11,058.46 16,341.86
USA 36,696.48 40,276.52
Mexico 6,860.64 13,207.21
Others 52,010.12 52,024.16
Total 2,15,969.11 2,39,490.36
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*Others includes revenue from countries having less than 5% of total revenue from outside India.

Export incentives have been included in segment revenue within India

• 6) The group’s major sales are export based which is diversified in different countries and no single customer contributes more than 10% of the total group’s revenue in 2024-25 and 2023-24

• 7) The group has business operations only in India and does not hold any non current asset outside India.

• 8) For the purpose of reporting as per the requirements of Ind AS 108 ‘Operating Segments’, until the last financial year, the ‘Power Segment’ comprised of two Thermal Power Plants having total capacity of 63 MW at Mandideep, Bhopal (Madhya Pradesh) and a Hydro Power Plant having capacity of 13.5 MW at Tawa Nagar, District Hoshangabad (Madhya Pradesh). Keeping in view the intended future use of the Thermal Power Plants exclusively to meet the power requirement of graphite business, the thermal power plants have been considered as a part of ‘Graphite Segment’ w.e.f. current financial year. Further, the Hydro Power Plant is considered a separate segment and is being continued to be disclosed under ‘Power segment’ for reporting as per Ind AS 108 ‘Operating Segments’, Accordingly, Previous year figures relating to these have been rearranged/regrouped, wherever considered necessary, to make them comparable with those of current year.

Note 38: Contingencies and commitments

1) Contingent liabilities

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As at As at
Particulars
March 31, 2025 March 31, 2024
For taxation matters
a) Excise duty 220.04 238.09
b) Goods & services tax 36.70 36.70
c) Income tax 7,227.04 7,227.04
d) Sales tax 450.70 450.70
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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As at As at
Particulars
March 31, 2025 March 31, 2024
Other than taxation matters
a) Power related matters 847.00 748.56
b) Labour related matters 29.20 29.20
c) Other matters 1,315.19 1,107.40
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Based on legal advice, discussions with the solicitors, etc., the management believes that there is fair chance of decisions in the group’s favour in respect of all the items listed above and hence no provision is considered necessary against the same.

Further group has deposited amount to the tax authorities against the cases, which shown as payment under protest in Note 13 of other assets.

2) Commitments outstanding

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As at As at
Particulars
March 31, 2025 March 31, 2024
a) Estimated value of contracts remaining to be executed on capital 8,450.90 6,754.01
account and not provided for [(net of advances of H 781.60 lakhs,
(previous year H 932.09 lakhs.)]
-
b) Outstanding commitments under letter of credits established by the 1,101.33
Company
c) Pending export obligation against EPCG/Advance license 26,244.23 18,247.67
d) Other commitments 900.00 -
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Note 39: Related party disclosure

A) Names of related parties and transactions taken place during the year

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Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
I) Associates (i) Bhilwara Energy Limited (i) Bhilwara Energy Limited
(ii) Bhilwara Infotechnology Ltd (BIL)~
II) Subsidiaries of (i) Balephi Jalvidhyut Company Limited, (i) BG Wind Power Limited
Associates Nepal
(ii) NJC Hydro Power Limited (ii) NJC Hydro Power Limited
(iii) Chango Yangthang Hydro Power Ltd. (iii) Chango Yangthang Hydro Power Ltd.
(iv) Malana Power Company Ltd (iv) Malana Power Company Ltd
(v) AD Hydro Power Ltd (v) AD Hydro Power Ltd
(vi) Indo Canadian Consultancy Services Ltd. (vi) Indo Canadian Consultancy Services Ltd.
(vii) Replus Engitech Private Limited
(viii) LNJ Greenpet Private Limited
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| 301

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
III) Key Management Sh. Ravi Jhunjhunwala-CMD & CEO Sh. Ravi Jhunjhunwala-CMD & CEO
Personnel
Sh. Riju Jhunjhunwala-Vice Chairman Sh. Riju Jhunjhunwala-Vice Chairman
Sh. Shekhar Agarwal Sh. Shekhar Agarwal
Sh. Satish Chand Mehta Sh. Satish Chand Mehta
Dr. Kamal Gupta Dr. Kamal Gupta
Smt. Vinita Singhania Smt. Vinita Singhania
Smt. Ramni Nirula Smt. Ramni Nirula
Sh. Jayant Dawar Sh. Jayant Dawar
Sh. Davinder Kumar Chugh^ Sh. Davinder Kumar Chugh
Sh. Sandip Somany
Dr. Nand Gopal Khaitan
Sh. P S Dasgupta
Sh. Manish Gulati - Executive Director Sh. Manish Gulati - Executive Director
Sh. Ravi Kant Tripathi -Chief Financial Officer
Sh. Gulshan Kumar Sakhuja - Chief Financial Sh. Gulshan Kumar Sakhuja - Chief Financial
Officer Officer
Sh. Vivek Chaudhary-Company Secretary Sh. Vivek Chaudhary-Company Secretary
Sh. Ankur Khaitan- MD & CEO (TACC Limited) Sh. Ankur Khaitan- MD & CEO (TACC Limited)
Smt. Indu Mehta- Director Operations of
Bhilwara Infotechnology Limited
IV) Close family Sh. L.N. Jhunjhunwala Sh. L.N. Jhunjhunwala
members of Key Smt. Mani Devi Jhunjhunwala Smt. Mani Devi Jhunjhunwala
Management
Personnel Sh. Rishabh Jhunjhunwala Sh. Rishabh Jhunjhunwala
Smt. Rita Jhunjhunwala Smt. Rita Jhunjhunwala
Smt. Mansi Jhunjhunwala
V) Post employment (a) Hindustan Electro Graphites Staff Gratuity (a) Hindustan Electro Graphites Staff Gratuity
benefit plan trust Fund Trust Fund Trust
(b) Hindustan Electro Graphites Ltd Senior (b) Hindustan Electro Graphites Ltd Senior
Executive Superannuation Fund Trust Executive Superannuation Fund Trust
VI) Enterprises in RSWM Ltd RSWM Ltd
which KMP is
Giltedged Industrial Securities Ltd# Giltedged Industrial Securities Ltd
able to exercise
significant Purvi Vanijya Niyojan Ltd [#] Purvi Vanijya Niyojan Ltd
influence and Shashi Commercial Co Ltd [#] Shashi Commercial Co Ltd
with whom BSL Ltd BSL Ltd
transactions have
Maral Overseas Ltd Maral Overseas Ltd
been taken place
during the year BMD Pvt Ltd BMD Pvt Ltd
Bharat Investments Growth Limited [#] Bharat Investments Growth Limited
Jet(India) Pvt. Ltd. [#] Jet(India) Pvt. Ltd.
India Texfab Marketing Limited [#] India Texfab Marketing Limited
Investors India Limited [#] Investors India Limited
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Related parties
Relationship
Year ended March 31, 2025 Year ended March 31, 2024
LNJ Financial Services Limited [#] LNJ Financial Services Limited
M.L. Finlease Pvt Limited [#] M.L. Finlease Pvt Limited
Raghav Commercial Limited [#] Raghav Commercial Limited
Bhilwara Technical Textiles Ltd. Bhilwara Technical Textiles Ltd.
Sabhyata Foundation (Section 8 company) Sabhyata Foundation (Section 8 company)
LNJ Bhilwara -HEG Lok Nyas (Trust) LNJ Bhilwara -HEG Lok Nyas (Trust)
Graphite Education & Welfare Society (Trust) Graphite Education & Welfare Society (Trust)
Dreamon Commercial Pvt Ltd. Dreamon Commercial Pvt Ltd.
LNJ Reality Pvt. Ltd
Kalati Holdings (P) Ltd.
Redrose Vanijya LLP
Bhilwara Services Private Limited
Jawahar Foundation
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~Associate upto 8[th] December 2024

^Resigned with effect from 22[nd] May 2024.

• *Appointed with effect from 13[th] November 2024.

**Resigned with effect from 18[th] September 2024.

Amalgamated with Redrose Vanijya LLP (formerly known as Redrose Pvt. Ltd.) pursuant to scheme of arrangement duly sanctioned by Hon’ble NCLT Kolkata Bench.

B) Transaction during the year with related parties

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
I) Associates Bhilwara Energy Ltd. Reimbursement received 1.47 3.94
II) Subsidiaries of Malana Power Co.Ltd. Reimbursement received 14.61 14.36
Associates
AD Hydro Power Ltd Reimbursement received 1.18 18.74
Indo Canadian Consultancy Reimbursement received 7.93 7.27
Services Ltd.
BG Wind Power Limited Reimbursement received - 0.45
Chango Yangthang Hydro Reimbursement received - 0.27
Power Ltd.
III) Key Sh. Ravi Jhunjhunwala Salary and Allowances (Including 432.56 376.78
Management -CMD & CEO perquisites and Contribution in PF
Personnel and Superannuation) [#]
Commission 662.88 977.00
Purchase of equity shares of BIL 583.27 -
Dividend Paid 0.16 0.31
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| 303

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
Sh. Riju Jhunjhunwala Director sitting fee 8.25 9.75
-Vice Chairman
Dividend Paid 0.31 0.58
Reimbursement of expenses 0.33 0.39
Purchase of equity shares of BIL 168.30 -
Sh. Shekhar Agarwal Director sitting fee 10.50 7.50
Reimbursement of expenses 0.42 0.30
Sh. Satish Chand Mehta Director sitting fee 17.25 9.75
Reimbursement of expenses 0.93 0.80
Dr. Kamal Gupta Director sitting fee 15.75 24.75
Reimbursement of expenses 0.63 0.99
Dividend Paid 0.11 0.20
Smt. Vinita Singhania Director sitting fee 5.25 4.50
Reimbursement of expenses 0.33 0.30
Smt. Ramni Nirula Director sitting fee 18.75 9.75
Reimbursement of expenses 0.75 0.39
Sh. Jayant Dawar Director sitting fee 17.25 12.75
Reimbursement of expenses 0.69 0.51
Dividend Paid 0.00 0.00
Sh. Davinder Kumar Chugh Director sitting fee - 11.25
Reimbursement of expenses - 0.45
Sh. Sandip Somany Director sitting fee 4.50 -
Reimbursement of expenses 0.18 -
Dr. Nand Gopal Khaitan Director sitting fee 8.25 -
Reimbursement of expenses 2.19 -
Sh. P S Dasgupta Director sitting fee 1.50 -
Reimbursement of expenses 0.06 -
Sh. Manish Gulati - Salary and Allowances (Including 187.80 167.14
Executive Director perquisites and Contribution in PF
and Superannuation)#
Commission 108.33 100.00
Sh. Ravi Kant Tripathi Salary and Allowances (Including 68.92 -
-Chief Financial Officer perquisites and Contribution in PF
and Superannuation)
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
Sh. Gulshan Kumar Sakhuja Salary and Allowances (Including 71.98 69.27
- Chief Financial Officer perquisites and Contribution in PF
and Superannuation)
Housing Loan Repayment -Principal 8.75 5.00
Special Loan sanctioned - 3.96
Special loan Repayment- Principal 1.98 1.98
Housing Loan & Special Loan - 0.19 0.60
Interest Repayment
Sh. Vivek Chaudhary- Salary and Allowances (Including 54.54 44.98
Company Secretary perquisites and Contribution in PF
and Superannuation)#
Housing Loan Repayment -Principal 1.40 1.40
Special loan sanctioned - 12.00
Special loan Repayment- Principal 2.40 1.60
Housing Loan & Special Loan - 1.12 0.78
Interest Repayment
Sale of furniture under employee - 0.17
scheme
Sh. Ankur Khaitan- MD & Salary and Allowances (Including 102.65 75.00
CEO (TACC Limited) perquisites and Contribution in PF
and Superannuation) [#]
Ms Indu Mehta- Director Consultancy Fees 69.21 -
Operations of Bhilwara Reimbursement of expenses 4.80 -
Infotechnology Limited
IV) Close family Sh. Rishabh Jhunjhunwala Dividend Paid 0.41 0.77
members of Key Purchase of equity shares of BIL 88.42 -
Management
Personnel Smt. Rita Jhunjhunwala Dividend Paid 0.42 0.80
Purchase of equity shares of BIL 114.57 -
V) Post (a) Hindustan Electro Contribution in Employee Benefit - -
employment Graphites Staff Gratuity Scheme
benefit Plan Fund Trust
Trust
(b) Hindustan Electro Contribution in Employee Benefit 156.77 184.26
Graphites Ltd Scheme
Senior Executive
Superannuation Fund
Trust
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| 305

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
VI) Enterprises in RSWM Ltd Rent Paid 43.52 43.52
which KMP is Reimbursement received 65.69 60.17
able to exercise
Reimbursement made 200.70 172.47
significant
influence. Dividend Paid 71.64 135.32
Shashi Commercial Co. Ltd. Rent Paid 20.22 32.97
Dividend Paid 152.00 287.10
Purchase of equity shares of BIL 110.66 -
Purvi Vanijaya Niyojan Ltd. Rent Paid - 3.64
Reimbursement made - 0.34
Reimbursement received 0.21 2.36
Dividend Paid 420.43 794.15
Purchase of equity shares of BIL 232.27
Giltedged Industrial Rent Paid 4.08 22.77
Securities Ltd. Dividend Paid 199.73 377.27
Reimbursement received - 0.45
Purchase of equity shares of BIL 18.56 -
BSL Ltd Rent Received 12.19 12.19
Purchase of Fabrics 2.23 3.32
Reimbursement received 1.52 1.07
Maral Overseas Ltd Reimbursement received 24.01 23.94
BMD Pvt Ltd Reimbursement received 17.06 13.07
Bhilwara Technical Textiles Reimbursement received - 0.27
Ltd.
Bharat Investments Growth Reimbursement received - 0.57
Ltd. Dividend Paid 615.36 1,162.34
Purchase of equity shares of BIL 241.33 -
Jet(India) Pvt. Ltd. Dividend Paid 226.26 427.38
India Texfab Marketing Dividend Paid 46.51 87.86
Limited Purchase of equity shares of BIL 130.33 -
Investors India Limited Dividend Paid 8.16 15.41
LNJ Financial Services Dividend Paid 370.87 700.54
Limited Reimbursement received - 0.27
Purchase of equity shares of BIL 884.96 -
M.L. Finlease Pvt Limited Dividend Paid 77.95 147.25
Raghav Commercial Dividend Paid 325.84 615.47
Limited Reimbursement received - 0.54
Purchase of equity shares of BIL 182.20 -
RLJ Family Trusteeship Dividend Paid 0.11 0.21
Pvt. Ltd.
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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Year ended Year ended
Name of the
Relationship Nature of transaction March 31, March 31,
related Party
2025 2024
Dreamon Commercial Reimbursement received 0.08 0.27
Pvt Ltd. Dividend Paid 71.22 134.52
Purchase of equity shares of BIL 363.72 -
LNJ Reality Pvt. Ltd Rent Paid 39.25 -
Reimbursement received 0.45 -
Reimbursement made 0.08 -
Kalati Holdings (P) Ltd. Purchase of equity shares of BIL 185.83 -
Redrose Vanijya LLP Reimbursement received 0.64 -
Sabhyata Foundation Donation under Corporate Social - 200.00
Responsibility (CSR)
LNJ Bhilwara Donation under Corporate Social 35.38 37.70
-HEG Lok Nyas Responsibility (CSR)
Graphite Education & Donation under Corporate Social 12.60 500.00
Welfare Society Responsibility (CSR)
----- End of picture text -----

Note: Remuneration amount of key Managerial Personnel represents remuneration paid for the whole year irrespective of the period for which the person is key Managerial Personnel.

C) Details of Outstanding Balances as at the end of year

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Sl. Name of the related As at As at
No. [Related party] party Particulars March 31, 2025 March 31, 2024
1 Associates Bhilwara Energy Ltd. Investments 30,711.50 30,711.50
Bhilwara Infotechnology Ltd Investments - 419.00
2 Key Sh. Ravi Jhunjhunwala Salary payable (including 407.20 600.97
Management -CMD & CEO commission)
Personnel Sh Manish Gulati - Salary payable (including 76.00 64.27
Executive Director commission)
Sh Gulshan Kumar Sakhuja Loan outstanding at the - 10.73
- Chief Financial Officer end of the year
Salary payable - 3.05
Sh. Vivek Chaudhary Loan outstanding at the 11.97 15.77
- Company Secretary end of the year
Salary payable (including 1.69 0.34
commission)
Sh. Ravi Kant Tripathi Salary payable 1.74 -
-Chief Financial Officer
Sh.Ankur Khaitan- MD & Salary payable 4.07 1.09
CEO (TACC Limited)
Smt. Indu Mehta- Director Reimbursement Payable 0.40 -
Operations of Bhilwara
Infotechnology Limited
3 Post Hindustan Electro Graphites Payable 157.88 183.76
employment Ltd Senior Executive
benefit Plan Superannuation Fund Trust
Trust
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Note: There is no provision for doubtful debts related to amount of outstanding balances due from related parties.

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| 307

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

D) Transactions with Key Managerial Personnel

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Year ended Year ended
Particulars
March 31, 2025 March 31, 2024
Short term benefits 1,679.66 1,745.41
Post employment benefits [#] 79.20 64.75
Director's Sitting Fee 107.25 90.00
Reimbursement of expenses and Incidental expenses 11.31 4.13
Dividend paid by the company 0.58 1.08
Purchase of equity shares of BIL 751.57 -
Housing loan given - -
Housing loan repayment -principal (10.15) (6.40)
Special loan given - 15.96
Special loan repayment-principal (4.38) (3.58)
Housing loan and Special loan repayment -interest (1.31) (1.38)
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Remuneration does not Include provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole.

Terms and conditions of transactions with related parties

All related party transactions entered during the year were in ordinary course of the business and on arm’s length basis. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

There have been no guarantees provided or received for any related party as at March 31, 2025 and March 31, 2024.

For the year ended March 31, 2025, the group has not recorded any impairment in respect of any bad or doubtful debts due from related parties (March 31, 2024: Nil).

Note 40: Disclosures required as per Indian Accounting Standard-19 “Employee Benefits”

(A) Defined contribution plan

The group makes contribution to Provident fund, ESIC, retirement benefits plans and labour fund for eligible employees under the scheme and recognised as expense and included in the note no. 30 Employee Benefits expense under the head “Contribution to provident and other funds”. The details are as under:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Employer's contribution to Provident Fund (including administrative and 466.31 401.61
other expenses)
Employer's contribution to Superannuation Fund 156.77 184.26
Employer's contribution to Employees State Insurance Corporation 25.05 21.80
Employer's contribution to Labour Welfare Fund 0.05 -
Total 648.18 607.66
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(B) Defined benefit plan

The group sponsors funded defined benefit plan for qualifying employees. This defined benefit plan of gratuity is administered by a separate trust that is legally separate from the group. The trust is responsible for investment policy with regard to the assets of the trust and the contributions are invested in a scheme with Life Insurance Corporation of India (LIC) as permitted by Law. The management of fund is entrusted with the LIC. The liability for employee gratuity is determined on actuarial valuation using projected unit credit method.

These plans typically expose the group to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

(i) Investment risk

The probability or likelihood of occurrence of losses related to the expected return on investment. if the actual return on plan assets is below the expected return, it will create plan deficit.

(ii) Interest risk

The plan exposes the group to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in value of the liability.

(iii) Longevity risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plans liability.

(iv) Salary risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

The following table set out the funded status of the gratuity plan and amounts recognised in the balance sheet:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
I. Movement in the present value of defined benefit obligation:
Present value of defined benefit obligation at the beginning of the year 1,389.40 1,241.64
Current service cost 95.70 88.47
Interest cost 105.51 92.38
Past service cost including curtailment (gains)/losses - -
Acquired through Business Combination 129.05
Benefits paid (176.90) (93.79)
Actuarial changes (gain)/loss 19.27 60.70
Present value of defined benefit obligation at the end of the year 1,562.03 1,389.40
II. Movement in fair value of plan assets:
Fair value of plan assets at the beginning of the year 2,054.20 1,812.11
Interest income 146.88 134.82
Contribution - -
Benefits paid - -
Remeasurement- return on plan assets excluding amount included in 16.58 107.28
interest income
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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Fair value of plan assets at the end of the year 2,217.66 2,054.20
III. Net assets/(liability) recognized in balance sheet:
Present value of defined benefit obligation 1,562.03 1,389.40
Fair value on plan assets 2,217.66 2,054.20
Surplus/(deficit) 655.63 664.80
Effect of asset ceiling (if any) - -
Net assets/(liability) recognized in balance sheet 655.63 664.80
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The surplus of the respective entity has been disclosed in note-13 "Other assets" under the head "Gratuity fund receivable" The deficit of the respective entity has been disclosed in note-22 "Provisions" under the head "Gratuity"

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IV(a). Amount recognized in statement of profit and loss
Current service cost 95.70 88.47
Net interest expense on net defined benefit liability / (asset) (41.36) (42.44)
Net cost 54.33 46.03
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The above amount has been included in note-30 “Employee benefit expenses” under the head “Salaries and wages” in the statement of profit and loss

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IV (b). Amount recognized in other comprehensive income
Actuarial gain/ (loss) on obligation (21.57) (60.70)
Remeasurement- return on plan assets (excluding amount included in net 16.58 107.28
Interest on net defined benefit liability/(asset))
Net income/(expense) for the period recognised in OCI (4.99) 46.57
V. Bifurcation of actuarial gain/(loss) on obligation.
- -
1. Actuarial changes arising from changes in demographic assumptions
(gain/ (loss))
2. Actuarial changes arising from changes in financial assumptions 6.90 (31.46)
(gain/ (loss))
3. Actuarial changes arising from changes in experience adjustments 14.67 (29.25)
(gain/ (loss))
4 Actuarial gain/(loss) arising for the year on plan assets (16.58) 107.28
VI. The major categories of plan assets as a percentage of the fair
value of total plan assets :
Insurer management fund 100% 100%
VII. The Principal assumptions used for the purpose of actuarial
valuation
Discount rate (per annum) 7.09% 7.15%
Salary escalation (per annum) 5.00 5.00
Retirement age 58/60 58/60
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Mortality rate during employment 100% of IALM 100% of IALM
(2012 - 14) (2012 - 14)
Method used Projected unit Projected unit
credit method credit method
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All assumptions are reviewed at each reporting date.

VIII. Sensitivity analysis of the defined benefit obligations.

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rate. Due to the complexity involved in the valuation it is highly sensitive to the changes in these assumptions. Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase. The sensitivity is computed by varying one actuarial assumption used for valuation of defined benefit obligation by 0.50% keeping all other actuarial assumptions constant. There is no change from the previous period in the methods and assumptions used in preparing the sensitivity analysis.

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) Impact of the change in discount rate
Impact due to increase of 0.50%-increase(decrease) in obligation (55.90) (54.18)
Impact due to decrease of 0.50 %-increase(decrease) in obligation 60.12 58.24
b) Impact of the change in salary increase
Impact due to increase of 0.50%-increase(decrease) in obligation 51.85 50.64
Impact due to decrease of 0.50 %-increase(decrease) in obligation (49.48) (48.08)
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IX. The defined benefit obligation shall mature after the year end as follows:

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) 0-1 year 95.02 140.43
b) 1-2 year 104.59 64.43
c) 2-3 year 142.54 109.44
d) 3-4 years 66.32 129.55
e) 4-5 years 121.11 58.03
f) More than 5 years 1,032.45 887.52
----- End of picture text -----

X. The group expects to make a contribution of D 44.43 lakhs to defined benefit plans during the next financial year(March 31, 2024 D 47.28 lakhs).

(C) Other long term employee benefits (compensated absences)

• (i) Expense of compensated absences amounting to H 107.82 has been recognised in note 30 “employee benefits expense” under the head “salaries and wages” (previous year H 229.65 lakhs).

• (ii) Liability towards compensated absences as at the end of the year is as under:

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
Current liability 106.75 95.49
Non-current liability 557.88 492.93
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The above amount has been shown in note-22 “Provisions” under the head “Compensated absences”.

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| 311

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 41: Leases

(i) Group as a lessee

• (a) The depreciation expense on ROU assets of H 64.66 lakhs (previous year H 67.03 lakhs) is included under depreciation and amortization expense in the statement of profit and loss after netting off H 41.85 lakhs (previous year H 22.79 lakhs) transferred to CWIP in the subsidiary company i.e. TACC Limited.

• (b) Interest expense on the lease liability amounting to H 13.48 lakhs (previous year H 16.84 lakhs) has been included as component of finance costs in the statement of profit and loss.

(c) The change in the carrying value of right of use asset during the year is as under:

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Particulars Gross carrying value Depreciation Net carrying value
(i) Land
As at April 1, 2023 889.90 268.69 621.21
Addition during the year 3,170.22 -
Depreciation during the year - 41.98
As at March 31, 2024 4,060.11 310.67 3,749.44
As at April 1, 2024 4,060.11 310.67 3,749.44
Addition during the year 18.60 -
Depreciation during the year - 58.61
As at March 31, 2025 4,078.71 369.28 3,709.43
(ii) Buildings
As at April 1, 2023 243.29 164.50 78.79
Addition during the year 56.33 -
Adjustments during the year - -
Depreciation during the year - 47.85
As at March 31, 2024 299.63 212.35 87.28
As at April 1, 2024 299.63 212.35 87.28
Addition during the year - -
Adjustments during the year - -
Depreciation during the year - 47.90
As at March 31, 2025 299.63 260.25 39.38
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(d) The following is the break-up of current and non-current lease liabilities:

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As at As at
Particulars
March 31, 2025 March 31, 2024
Current lease liabilities 58.70 63.58
Non current lease liabilities 222.77 266.16
Total 281.47 329.74
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(e) The following is the movement in lease liabilities

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Balance at the beginning of the year 329.74 166.25
Additions during the year 18.60 3,226.55
Adjustments during the year - -
Finance cost accrued during the year 13.48 16.84
Payment of lease liabilities 80.35 3,079.90
Balance at the end of the year 281.47 329.74
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(f) The table below provides details regarding the contractual maturities of lease liabilities:

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For the year ended For the year ended
March 31, 2025 March 31, 2024
Particulars
Minimum Present value Minimum Present value
payments of payments payments of payments
Within one year 72.19 58.70 79.70 63.58
After one year but not more than 5 years 116.33 52.36 161.89 105.13
More than 5 years 1,706.71 170.41 1,720.50 161.02
Total minimum lease payments 1,895.23 281.47 1,962.09 329.74
Less: amount representing finance charges 1,613.76 1,632.35
Present value of minimum lease payments 281.47 281.47 329.74 329.74
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The group does not face liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

(g) Short- term leases

The group incurred H 37.23 lakhs during the year ended March 31, 2025 towards expense relating to short-term leases having tenure of less than 12 months (previous year H 36.88 lakhs).

(ii) Group as a lessor

The group has given on lease building under operating lease. The rental income recorded for the year ended March 31, 2025 is H 153.99 lakhs (previous year H 144.89 lakhs). In accordance with Indian Accounting Standard (Ind AS-116) on ‘Leases’, disclosure of the future minimum lease income in the aggregate and for each of the following periods is as follows:

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As at As at
Particulars
March 31, 2025 March 31, 2024
(i) Not later than one year 150.44 134.58
(ii) Later than one year and not later than five years 269.78 287.72 139.13 269.78
(iii) Later than five years - -
Total 289.57 404.36
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Note 42: Events after the reporting period

The Board of Directors of holding company has recommended a final dividend of H 1.80/- per equity share of the face value of H 2 each (previous year H 22.50/- per equity share of face value of H 10 each) which is subject to the approval of shareholders in the ensuing Annual General Meeting.

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| 313

53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 43: Corporate Social Responsibility (CSR)

The group meeting the applicable threshold under Section 135 of the Companies Act, 2013 (“Act”) read with related rules thereto, is mandatorily required to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The funds were utilized throughout the year on the activities which are specified in Schedule VII of the Companies Act, 2013. The disclosures in this regard are as under:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
(i) Amount required to be spent for the year 929.80 659.17
(ii) Interest earned on deposits under on-going projects-Included in CSR - 36.03
Expense in the statement of profit and loss
(iii) Amount of expenditure incurred during the year
(i) Expenditure incurred out of obligation of current year
a) Construction/acquisition of any asset Nil Nil
b) On purposes other than (a) above 723.73 604.01
(ii) Expenditure incurred out of on-going projects of earlier years
a) Construction/acquisition of any asset Nil Nil
b) On purposes other than (a) above 80.34 894.85
(iv) Shortfall of current year 206.07 55.16
(v) Total of previous years shortfall (including interest earned on deposits - 25.18
under on-going projects)
(vi) Reason for shortfall (of current and previous years) Pertains to ongoing Pertains to ongoing
projects projects
(vi) Nature of CSR activities Eradication of hunger and malnutrition,
Promoting gender equality, empowering
women, setting up homes and hostels
for women, old age persons and orphans,
promoting education, art and culture,
healthcare, environment sustainability,
Protection of national heritage, art and
culture, and rural development projects.
(vii) Details of related party transactions, e.g. contribution to a trust Refer note no. 39 Refer note no. 39
controlled by the group in relation to CSR expenditure as per relevant of consolidated of consolidated
Accounting Standard financial statements financial statements
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 45: Financial instruments and risk management

45A. Capital management

The group’s objective when managing capital are to:

• (i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• (ii) Maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The group monitors capital using a gearing ratio, which is net debt (net of cash and cash equivalents) divided by total equity.

The group is not subject to any externally imposed capital requirements.

(i) The gearing ratios were as follows:

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----- Start of picture text -----

As at As at
Particulars
March 31, 2025 March 31, 2024
(a) Debt 58,485.65 61,937.81
(b) Cash & cash equivalents (5,076.34) (13,705.17)
(c) Net debt (a)+(b) 53,409.31 48,232.64
Total equity 4,45,376.83 4,42,594.15
Net debt to equity ratio 0.12 0.11
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*Debt is defined as long- term and short-term borrowings (excluding derivative, financial guarantee contracts and contingent consideration), refer note 19 for the details of borrowings.

(ii) Loan covenants:

In order to achieve overall objective of capital management, amongst other things, the management aims to ensure that it meets financial covenants attached to the loans and borrowings. The management carefully negotiates the terms and conditions of the loans and ensures adherence to all the financial covenants. Breaches in meeting the financial covenants would permit the bank to call loans and borrowings or charge some penal interest. There have been no breaches in the loan covenants in respect of loans and borrowing during the year ended March 31, 2025 and March 31, 2024.

Note 44: Details of loans given, investments made in body corporates and guarantee given covered U/S 186(4) of The Companies Act, 2013

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Investment made (For detail of investments made, refer note 9)
Investments as at the beginning of the year 36,803.78 31,130.50
Add: investments made during the year 20,893.02 7,117.03
Less: investments sold during the year (366.66) -
Less: reduction on account of business combination (419.00)
Add/(less): gain/(loss) on fair valuation of such investments till end of the year (8,016.20) (1,443.75)
Investments as at the end of the year 48,894.94 36,803.78
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Note: In line with Circular No 04/2015 issued by Ministry of Corporate Affairs dated March 10, 2015, loans given to employees (including loan to whole time Director in the capacity of employee) as per the policy are not considered for the purposes of disclosure under Section 186(4) of the Companies Act, 2013.

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| 315

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 45B: Financial instruments- accounting classification and fair value measurement

(a) Classification of financial instruments

As at March 31, 2025

==> picture [455 x 525] intentionally omitted <==

----- Start of picture text -----

Carrying amount
At fair value At fair value
Total
At through OCI through profit or loss Total
Particulars carrying
amortised Designated Designated amount fair value
cost upon initial Mandatory upon initial Mandatory
recognition recognition
Financial assets
Investments (refer note 9) [#]
-Equity instruments - 18,183.44 18,183.44 18,183.44
-Fixed maturity plans 9,674.30 9,674.30 9,674.30
-Mutual funds 34,481.02 34,481.02 34,481.02
-Bond funds 8,871.65 8,871.65 8,871.65
-Infra trust 5,060.00 5,060.00 5,060.00
-Bonds - - -
Trade receivables 44,469.66 - - 44,469.66 44,469.66
(refer note 10)
Cash and cash 5,076.34 - - 5,076.34 5,076.34
equivalents
(refer note 15)
Other bank balances 9,627.62 9,627.62 9,627.62
(refer note 16)
Loans (refer note 11) 180.22 - - 180.22 180.22
Other financial assets 12,214.44 12,214.44 12,214.44
(refer note 12)
- - - - -
Derivative financial
instruments
(refer note 12)
Total financial assets 71,568.28 - - - 76,270.41 1,47,838.69 1,47,838.69
Financial liabilities
Borrowings (refer note 19) 58,485.65 - 58,485.65 58,485.65
-
Trade payables 39,929.16 39,929.16 39,929.16
(refer note 20)
Lease liabilities 281.47 281.47 281.47
(refer note 21A)
-
Other financial liabilities 6,394.96 6,394.96 6,394.96
(refer note 21B)
- - - -
Derivative financial
instruments
(refer note 21B)
Total financial 1,05,091.24 - - - - 1,05,091.24 1,05,091.24
liabilities
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

As at March 31, 2024

==> picture [456 x 520] intentionally omitted <==

----- Start of picture text -----

Carrying amount
At fair value At fair value
Total
At through OCI through profit or loss Total
Particulars carrying
amortised Designated Designated amount fair value
cost upon initial Mandatory upon initial Mandatory
recognition recognition
Financial assets
Investments (refer note 9) [#]
-Equity instruments - 5,673.28 5,673.28 5,673.28
-Fixed maturity plans 8,960.41 8,960.41 8,960.41
-Mutual funds 32,360.77 32,360.77 32,360.77
-Bond funds 8,148.10 8,148.10 8,148.10
-Infra frust 5,337.20 5,337.20 5,337.20
-Bonds - - -
Trade receivables 50,824.88 - - 50,824.88 50,824.88
(refer note 10)
Cash and cash 13,705.17 - - 13,705.17 13,705.17
equivalents
(refer note 15)
Other bank balances 27,318.37 27,318.37 27,318.37
(refer note 16)
Loans (refer note 11) 154.00 - - 154.00 154.00
Other financial assets 9,124.91 9,124.91 9,124.91
(refer note 12)
Derivative financial - - 126.35 126.35 126.35
instruments
(refer note 12)
Total financial assets 1,01,127.33 - - - 60,606.11 1,61,733.43 1,61,733.43
Financial liabilities
Borrowings (refer note 19) 61,937.81 - 61,937.81 61,937.81
-
Trade payables 42,529.59 42,529.59 42,529.59
(refer note 20)
Lease liabilities 329.74 329.74 329.74
(refer note 21A)
-
Other financial liabilities 9,238.63 9,238.63 9,238.63
(refer note 21B)
- - - -
Derivative financial
instruments
(refer note 21B)
Total financial 1,14,035.77 - - - - 1,14,035.77 1,14,035.77
liabilities
----- End of picture text -----

Investment value excludes investment in Subsidiaries / Associates of H 46,858.40 lakhs (March 31, 2024: H 39,130.50 lakhs) which are shown at cost in balance sheet as per Ind AS 27 “Separate Financial Statements”.

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| 317

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying value largely due to the short-term maturities of these instruments.

(b) Fair value measurement

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of inputs used in determining fair values, the group has classified its financial instruments into three levels prescribed under the accounting standards.

The group uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation techniques:

Level 1: Quoted prices (unadjusted) in the active markets for identical assets or liabilities.

Level 2: Other techniques for which all the inputs have a significant effect on the recorded fair values are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.Sensitivity of Level 3 Financial Instruments is insignificant.

As at March 31, 2025

==> picture [455 x 230] intentionally omitted <==

----- Start of picture text -----

Carrying Fair value
Particulars
amount Level 1 Level 2 Level 3
Financial assets measured at fair value
through profit or loss
Investments
-Equity instruments (excluding investment 18,183.44 18,183.44
in Associates)
-Fixed maturity plans 9,674.30 - 9,674.30 -
-Mutual funds 39,307.04 - 39,307.04 -
-Bond funds 8,871.65 - 8,871.65
-Infra trust 5,060.00 - - 5,060.00
- - - -
Derivative financial instruments
Total 81,096.43 18,183.44 57,852.99 5,060.00
Financial liabilities measured at fair value
through profit or loss
- - - -
Derivative financial instruments
Total - - - -
----- End of picture text -----

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

As at March 31, 2024

==> picture [456 x 226] intentionally omitted <==

----- Start of picture text -----

Carrying Fair value
Particulars
amount Level 1 Level 2 Level 3
Financial assets measured at fair value
through profit or loss
Investments
- -
-Equity instruments (excluding investment 5,673.28 5,673.28
in Associates)
-Fixed maturity plans 8,960.41 - 8,960.41 -
-Mutual funds 32,360.77 - 32,360.77 -
-Bond funds 8,148.10 - 8,148.10 -
-Infra trust 5,337.20 - - 5,337.20
Derivative financial instruments 126.35 126.35
Total 60,606.11 5,673.28 49,595.61 5,337.20
Financial liabilities measured at fair value
through profit or loss
- - - -
Derivative financial instruments
Total - - - -
----- End of picture text -----

The following methods and assumptions were used to estimate the fair values:

Quoted equity investments: Fair value is derived from quoted market prices in active markets.

Investments in mutual funds/ fixed maturity Plans/bond funds: Fair value is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) declared by fund house.

Investment in market linked non-convertible debentures: Fair value is determined by reference to valuation provided by CRISIL.

Investment in infrastructure trust: Fair value is derived on the basis of valuation certificate by independent professional based on net asset at fair value approach, in this approach the net asset at fair value is used to capture the fair value of these investments.

Derivative contracts: The group has entered into foreign currency contracts to manage its exposure to fluctuations in foreign exchange rates . These financial exposures are managed in accordance with the Group’s risk management policies and procedures. Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data, i.e., mark to market values determined by the authorised dealers banks.

(c) Reconciliation of Level 3 fair value measurements is given below:

==> picture [456 x 142] intentionally omitted <==

----- Start of picture text -----

Particulars Amount
As at April 1, 2023 6,028.00
Additions during the year -
Sales during the year -
Gain/(loss) recognised in profit or loss on fair value changes (690.80)
As at March 31, 2024 5,337.20
Additions during the year -
Sales during the year -
Gain/(loss) recognised in profit or loss on fair value changes (277.20)
As at March 31, 2025 5,060.00
----- End of picture text -----

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| 319

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 45C Financial risk management

This note explains the risk which group is exposed to and policies and framework adopted by the group to manage these risks.

The group’s principal financial liabilities comprise borrowings, trade and other payables and the main purpose of these financial liabilities is to manage finances for the day to day operations of the group. The group’s principal financial assets include trade and other receivables, and cash and bank balances that arise directly from its operations.

The group is exposed to market risk, credit risk and liquidity risk. The senior management oversees the management of these risks. The Board of Directors reviews and approves policies for managing each of these risks, which are summarized below.

(A) Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.

(i) Foreign currency risk:

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and EURO. The foreign currency forward contracts are used to hedge its risks associated with foreign currency fluctuations relating to accounts receivable and accounts payable. The use of foreign currency forward contracts is governed by the strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the group’s Risk Management Policy. The group does not use forward contracts for speculative purposes.

a) Foreign currency forward contracts outstanding as at the balance sheet date

==> picture [455 x 69] intentionally omitted <==

----- Start of picture text -----

As at March 31, 2025 As at March 31, 2024
Category No. of (USD) (INR) No. of (USD) (INR)
contracts (in Lakhs) (Lakhs) contracts (in Lakhs) (Lakhs)
Against receivables - - - 25 250.00 20,843.48
Against receivables - - - 9 50.00 4,510.89
----- End of picture text -----

The line item in the balance sheet that includes the above hedging instruments are “other financial assets and other financial liabilities”.

b) Particulars of foreign currency risk exposure

The group’s exposure to foreign currency risk at the end of the reporting period is as follows:

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----- Start of picture text -----

As at March 31, 2025 As at March 31, 2024
Particulars Currency Amount in FC Amount in INR Amount in FC Amount in INR
(in Lakhs) ( D in Lakhs) (in Lakhs) ( D in Lakhs)
I. Financial liabilities
Creditors (A) USD 162.84 13,935.97 187.63 15,643.82
Euro 0.14 13.26 2.69 243.07
Other payables (B) USD 12.03 1,029.50 11.22 935.50
Euro 5.52 509.35 4.19 378.17
Total exposure to foreign currency risk USD 174.87 14,965.47 198.85 16,579.31
(liabilities) (C=A+B) Euro 5.66 522.61 6.89 621.23
----- End of picture text -----

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

==> picture [456 x 284] intentionally omitted <==

----- Start of picture text -----

As at March 31, 2025 As at March 31, 2024
Particulars Currency Amount in FC Amount in INR Amount in FC Amount in INR
(in Lakhs) ( D in Lakhs) (in Lakhs) ( D in Lakhs)
II. Financial assets
Trade receivables (D) USD 244.03 20,884.49 342.40 28,547.14
Euro 97.93 9,041.28 56.73 5,118.12
Bank balances (E) USD 0.02 1.74 0.01 0.96
Euro 0.00 0.00 0.00 0.11
Total exposure to foreign currency risk USD 244.05 20,886.23 342.41 28,548.10
(assets) (F=D+E) Euro 97.93 9,041.28 56.73 5,118.23
Net exposure to foreign currency USD 69.18 5,920.75 143.56 11,968.79
risk after considering natural hedge Euro 92.27 8,518.67 49.85 4,497.00
receivable/(payable) (G=F-C)
Foreign currency forward contracts USD - - 250.00 20,843.48
outstanding in respect of receivables (H) Euro - - 50.00 4,510.89
Foreign currency forward contracts USD - - - -
outstanding in respect of payables (I) Euro - - - -
Net exposure to foreign currency risk in USD 69.18 5,920.75 - -
respect of receivables after considering Euro 92.27 8,518.67 - -
natural hedge and forward contracts [#] (F-H)
Net exposure to foreign currency risk in USD - - - -
respect of payables after natural hedge Euro - - - -
and considering forward contracts [#] (F-H)
----- End of picture text -----

to the extent of receivable/payable in books of account

(c) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.

The following table demonstrates the sensitivity in the USD and Euro to the Indian Rupee with all other variables held constant and its impact on the group’s profit before tax :

==> picture [456 x 115] intentionally omitted <==

----- Start of picture text -----

Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
USD Sensitivity
Increase in exchange rate by 5% (previous year 5%) 296.04 -
Decrease in exchange rate by 5% (previous year 5%) (296.04) -
EURO sensitivity
Increase in exchange rate by 5% (previous year 5%) 425.93 -
Decrease in exchange rate by 5% (previous year 5%) (425.93) -
----- End of picture text -----

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The group’s exposure to the risk of changes in market interest rates relates primarily to the group’s debt obligations with floating interest rates. In order to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

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53[rd] Annual Report 24-25

Financial Statements

Corporate Overview

Statutory Reports

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(a) Interest risk exposure:

The exposure of the group’s borrowings to interest rate changes at the end of the reporting period are as follows:

==> picture [455 x 118] intentionally omitted <==

----- Start of picture text -----

As at March 31, 2025 As at March 31, 2024
Weighted Weighted
Particulars Outstanding % of Outstanding % of
average average
balance total balance total
interest interest
( D in lakhs) loans ( D in lakhs) loans
rate rate
Working capital loans from banks
Variable rate borrowings 6.03% 58,485.65 100 5.37% 61,937.81 100
Fixed rate borrowings - - - -
Total borrowings 6.03% 58,485.65 100 5.37% 61,937.81 100
----- End of picture text -----

(b) Sensitivity:

Profit/loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

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Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Interest rate - increase by 50 basis points (292.43) (309.69)
Interest rate - decrease by 50 basis points 292.43 309.69
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(iii) Security price risk:

(a) Price risk:

The Company manages the surplus funds majorly through investments in debt based fixed maturity plans, mutual fund schemes, equity instruments and infrastructure trust. The price of investment in Fixed Maturity Plans, mutual fund schemes is reflected though net asset value (NAV) declared by the asset management Company on daily basis as reflected by the movement in the NAV of invested schemes. The price of investment in equity instruments is reflected through price listed on stock exchange. The price of investment in infrastructure trust is reflected through valuation certificate by the independent professional on quarterly basis where valuation is determined based on fair value of assets of trust as on date of valuation. The Company is exposed to price risk on such Investments.

Particulars Investments in debt based fxed maturity plans, mutual fund schemes, equity instruments and infrastructure trust carried at fair value through proft and loss	For the year ended March 31, 2025 For the year ended March 31, 2024
	81,096.43 60,479.76

(b) Sensitivity:

The below is the sensitivity analysis at the end of the year in case fair value/NAV has been 1% higher / lower.

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Impact on profit-increase/(decrease)
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
Fair value/NAV increase by 1% 810.96 604.80
Fair value/NAV decrease by 1% (810.96) (604.80)
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(B) Credit risk:

Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the group. The group is exposed to credit risk from its operating activities (primarily trade receivables, loans to employees and security deposits). Credit risk on cash and cash equivalents, other bank balances is limited as the group generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. The group’s credit risk in case of all other financial instruments is negligible.

To manage this, the group periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.

The group considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.

The major sales are export based which is diversified in different countries and none of the customer contributes 10% or more of the total revenue for the financial year 2024-25 and 2023-24

(i) Expected credit loss for financial assets

As at March 31, 2025

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Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using 12 months expected credit loss (ECL) amount credit loss (net of ECL)
Loans to employees 180.22 - 180.22
Security deposits 4,481.39 - 4,481.39
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using lifetime expected credit loss(ECL) amount credit loss (net of ECL)
Trade Receivables 44,983.21 513.54 44,469.66
As at March 31, 2024
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using 12 months expected credit loss (ECL) amount credit loss (net of ECL)
Loans to employees 154.00 - 154.00
Security deposits 4,607.39 - 4,607.39
Financial assets to which loss allowance is measured Gross carrying Expected Carrying amount
using lifetime expected credit loss(ECL) amount credit loss (net of ECL)
Trade Receivables 51,184.33 359.45 50,824.88
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(ii) Reconciliation of expected credit loss and allowance for credit impairment - trade receivables

The following table summarizes the change in the loss allowances measured using life-time expected credit loss model:

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
As at the beginning of year 359.45 89.02
Provided during the year 154.09 270.43
Reversal during the year - -
As at the end of the year 513.54 359.45
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322 |

| 323

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(C) Liquidity risk:

Liquidity risk is defined as the risk that group will not be able to settle or meet its obligation on time or at a reasonable price. The financial liabilities of the group, other than derivatives, include loans and borrowings, trade and other payables. The group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risk are overseen by senior management. Management monitors the net liquidity position through rolling, forecast on the basis of expected cash flows.

Prudent liquidity risk management implies maintaining sufficient availability of standby funding through an adequate line up committed credit facilities to meet financial obligations as and when due.

The group had access to the following undrawn fund based borrowing facilities at the end of the reporting period

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Floating rate
– Expiring within one year – Working Capital Loans 781.21 575.20
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The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:

As at March 31, 2025

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----- Start of picture text -----

Less than 1 year to 3 years to More than
Particulars Total
12 months 3 years 5 years 5 years
Financial liabilities
Borrowings (current) 58,485.65 58,485.65
Trade payables 39,929.16 - - - 39,929.16
Lease liabilities 72.19 58.17 58.17 1,706.71 1,895.23
- - -
Other financial liabilities 6,394.96 6,394.96
Total 1,04,881.96 58.17 58.17 1,706.71 1,06,705.00
Financial assets
- -
Investments (other than 39,307.04 41,789.39 81,096.43
investment in Associates)
Trade receivables 44,469.66 44,469.66
Cash and cash 5,076.34 5,076.34
equivalents
Other bank balances 7,728.15 7,728.15
(other than earmarked
balances)
Loans 83.09 97.13 - - 180.22
Others financial assets 6,885.44 847.61 - 4,481.39 12,214.44
Total 1,03,549.72 42,734.13 - 4,481.39 1,50,765.24
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

As at March 31, 2024

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Less than 1 year to 3 years to More than
Particulars Total
12 months 3 years 5 years 5 years
Financial liabilities
Borrowings (current) 61,937.81 - - - 61,937.81
Trade payables 42,529.59 - - - 42,529.59
Lease liabilities 79.70 80.94 80.94 1,720.50 1,962.09
- - -
Other financial liabilities 9,238.63 9,238.63
Total 1,13,785.73 80.94 80.94 1,720.50 1,15,668.12
Financial assets
- -
Investments (other than 32,360.76 28,119.00 60,479.76
investment in Associates)
Trade receivables 50,824.88 50,824.88
Cash and cash 13,705.17 13,705.17
equivalents
Other bank balances 25,131.01 25,131.01
(other than earmarked
balances)
Loans 65.91 88.08 - - 154.00
Others financial assets 4,623.87 20.00 - 4,607.39 9,251.26
Total 1,26,711.61 28,227.09 - 4,607.39 1,59,546.08
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Note 46: Carrying amount of pledged assets

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As at As at
Particulars
March 31, 2025 March 31, 2025
First charge
Current assets
(a) Trade receivables 44,469.66 50,824.88
(b) Inventories 1,25,463.80 1,19,415.23
Total (A) 1,69,933.46 1,70,240.11
Secondary charge
Property, plant and equipment (including capital work-in-progress and 1,91,549.29 1,96,277.57
leasehold land)
Total (B) 1,91,549.29 1,96,277.57
Total (A+B) 3,61,482.75 3,66,517.68
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| 325

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 47: Disclosure under Ind AS 115 “Revenue from Contracts with Customers”

(i) Disaggregation of revenue from contracts with customers

(a) Type of products

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
- Graphite electrode 1,97,636.80 2,19,492.36
- Graphite by-products 13,161.59 15,269.00
- Power 2,935.48 3,220.62
- IT related & medical transcription services 698.20 -
Total 2,14,432.07 2,37,981.98
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(b) Geographical

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from customers within India (including sale to SEZ units) 71,070.43 76,682.66
Revenue from customers based outside India 1,43,361.64 1,61,299.32
Total 2,14,432.07 2,37,981.98
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(c) Timing of revenue recognition

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from goods transferred to customers at a point in time 2,13,733.87 2,37,981.98
Revenue from goods transferred to customers over time 698.20 -
Total 2,14,432.07 2,37,981.98
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(ii) Reconciliation of revenue from contract with customer

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Revenue from contract with customer as per the contract price 2,16,203.85 2,38,634.32
Adjustments made to contract price on account of :-
- -
a) Discounts / rebates / incentives
b) Sales returns / credits / reversals 1,771.78 652.34
Revenue from contract with customer 2,14,432.07 2,37,981.98
Other operating revenue 1,537.04 1,508.38
Revenue from operations 2,15,969.11 2,39,490.36
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(iii) Trade receivables and contract balances

The balances of trade receivables and advance from customers at the beginning and end of the reporting period have been disclosed at Note 10 and 24 respectively

The revenue recognised during the year ended March 31, 2025 includes revenue against advances from customers amounting to H 657.12 Lakhs (previous Year- H 147.20 lakhs) at the beginning of the year. Advance from customers of current year will be recognised as revenue in coming twelve months.

The revenue of Nil has been recognised during the Year ended March 31, 2025 (Previous year -Nil) against performance obligations satisfied (or partially satisfied) in previous periods.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(iv) Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the group expects to recognize these amounts in revenue.

Particulars	As at March 31, 2025 As at March 31, 2024
The aggregate value of performance obligations that are completely or partiallyunsatisfed	NIL NIL

Note 48: Business combination

Acquisition of Bhilwara Infotechnology Limited (BIL) and Step Down Subsidiary Texnere India Private Limited

(“Texnere”)

On December 09, 2024, the Holding Company has acquired additional 61.41 percent equity interest of BIL, a company engaged primarily in the business of IT enabled services. As a result, the Holding Company’s equity interest in BIL increased from 38.59 percent to 100 percent, along with acquisition of control from Significant influence. Further, BIL has acquired additional 100 percent equity interest in Texnere, a company engaged primarily in the business of IT enabled services w.e.f 6[th] February 2025. The primary reason for the business acquisition was in connection with merger scheme.

(a) Consideration Transferred

The following table summarises the acquisition date fair value of major class of consideration transferred:

Particulars	BIL	Texnere
Considerationpaid/invested in cash	3,726.90	1.00

(b) Identifiable assets acquired and liabilities assumed

The following table summarises the acquisition date fair value of assets acquired, fair value of the consideration transferred:

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Particulars BIL Texnere
Property, Plant and Equipment 180.26 -
Intangible Assets 0.97 -
Non-current financial assets 577.34 -
Other Non-Current Assets 136.26 0.01
Investments 4,200.01 -
Trade Receivables 537.79 -
Cash and Cash Equivalents 159.25 0.74
Bank Balances 471.32 -
Loans 1.70 -
Other current financial assets 181.38 -
Other Current Assets 39.77 0.01
Total Assets Acquired 6,486.05 0.76
Non-current financial liabilities 11.20 -
Deferred Tax Liabilities 185.74 -
Non - current Provisions 116.81 -
Trade Payables 65.83 -
Other Current Financial Liabilities 98.16 -
Current Provisions 27.12 -
Other Current Liabilities 60.92 0.08
Total Liabilities Acquired 565.78 0.08
Assets net of Liabilities 5,920.27 0.68
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| 327

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

(c) Goodwill on Consolidation

Goodwill on consolidation arising from the acquisition has been determined as follows:

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Particulars BIL Texnere
Consideration transferred (refer note (a) above) 3,726.90 1.00
Fair value of investment already held as on the date of acquisition 2,286.02 -
Fair value of net identifiable assets (refer note (b) above) 5,920.27 0.68
Goodwill on Consolidation 92.65 0.32
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• (d) From the date of acquisition, BIL contributed H 698.20 Lakhs revenue from operations and H 354.92 Lakhs Loss to the Group during the year ended March 31, 2025.

• (e) The amount of gain recognised as a result of remeasuring to fair value the equity interest in the acquiree held before the business combination is H 6.04 Lakhs and the same has been recognised under Other Income in the Consolidated Statement of Profit and Loss.

• (f) Effect of acquisition of Subsidiaries on the financial position of the Group:

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For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Property, Plant and Equipment 180.26 -
Intangible Assets 0.97 -
Non-current financial assets 577.34 -
Other Non-Current Assets 136.27 -
Investments 4,200.01 -
Trade Receivables 537.79 -
Cash and Cash Equivalents 159.99 -
Bank Balances 471.32 -
Loans 1.70 -
Other current financial assets 181.38 -
Other Current Assets 39.78 -
Total Assets Acquired 6,486.81 -
Non-current financial liabilities 11.20 -
Deferred Tax Liabilities 185.74 -
Non - current Provisions 116.81 -
Trade Payables 65.83 -
Other Current Financial Liabilities 98.16 -
Current Provisions 27.12 -
Other Current Liabilities 61.00 -
Total Liabilities Acquired 565.86 -
Assets net of Liabilities 5,920.95 -
Consideration paid - Satisfied in Cash (3,727.90) -
Cash and cash equivalents acquired 159.99 -
Net Cash (flows) (3,567.91) -
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 49. Reconciliation of Cash flow from financing Activities

(Changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes)

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----- Start of picture text -----

For the year ended For the year ended
March 31, 2025 March 31, 2024
Particulars
Borrowings Borrowings Borrowings Borrowings
(current) (non-current) (current) (non-current)
- -
Opening balance of financial liabilities coming under the 61,937.81 74,090.73
financing activities of statement of cash flows
Changes during the year
- -
a) Changes from cash flows (3,763.16) (12,152.92)
b) The effect of changes in 311.00 -
foreign exchanges rates- (gain)/loss
c) Changes in fair value - - - -
d) Other changes - - - -
Closing balance of financial liabilities coming under 58,485.65 - 61,937.81 -
the financing activities of Statement of cash flows
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Note 50: Details of research and development expenditure

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----- Start of picture text -----

For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
a) Capital - -
b) Revenue 319.79 158.11
Note 51: Government grants
Grants recognised during the year Grants recoverable
Particulars For the year ended For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
A. Government grant shown as
other operating revenue
Export incentives 1,194.86 1,345.62 625.74 79.09
B. Government grant deducted
from expenses
Interest subvention on export - 1,257.62 286.95 286.95
packing credit loans reduced
from finance cost ( [#] )
Subsidy in electricity tariff 510.97 510.97
reduced from power and fuel
expenses
C. Government grant shown as
other income
State Government investment 5,714.00 - 5,714.00 -
promotion assistance as per MP
industrial promotion policy 2018
Total of government 7,419.83 2,603.24 7,137.66 366.05
grants recognised & grants
recoverable
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([#] )Out of Interest subvention recognized during the year ended March 31, 2024, Interest subvention of H 893.79 lakhs pertains to loans availed during financial year 2023-24 and H 363.83 lakhs pertains to loans availed during earlier year.

328 |

| 329

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 52

The Holding Company has taken borrowings from banks on the basis of security of current assets. The quarterly returns/ statements filed with the banks are in agreement with the books of account.

Note 53: Disclosures required as per Schedule III to the Companies Act,2013

• (i) The group did not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the financial year.

• (ii) No proceeding have been initiated or pending against the group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988).

• (iii) The group has not been declared as wilful defaulter by any bank or financial Institution or other lender.

• (iv) No funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the group to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (v) No funds have been received by the group from any person(s) or entity(ies), including foreign entities (“funding party”) with the understanding, whether recorded in writing or otherwise, that the group shall directly or indirectly lend or invest in other persons or entities in any manner whatsoever by or on behalf of the funding party (“Ultimate beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

• (vi) During the financial year, the group has not traded or invested in Crypto currency or virtual currency.

• (vii) The group does not have any charge or satisfaction thereof which is pending for registration with ROC beyond the statutory period.

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

In view of the aforesaid, the companies involved in the Scheme have modified the Scheme basis SEBI’s observation, after taking into account, inter alia, the updated valuation reports issued by the registered valuer and fairness opinion issued by the merchant banker on the modified scheme.

The Company has thereafter filed fresh Regulation 37 application with the stock exchanges in relation to the modified Scheme. The Scheme is, inter alia, subject to receipt of approval from the statutory and regulatory authorities, including BSE Limited, National Stock Exchange of India Limited, jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the Companies involved in the Scheme.

• Pending receipt of final approvals, no adjustments have been made in the financial statements for the year ended 31[st] March 2025.

• B. During the year ended 31[st] March, 2025, Bhilwara Infotechnology Limited (“BIL”) a wholly owned subsidiary of the Holding Company had acquired 100% equity shares of the Texnere India Private Limited (“Texnere”) and Texnere has become wholly owned subsidiary of the Bhilwara Infotechnology Limited.

BIL is negotiating and under process to execute Business Transfer Agreement with Texnere its wholly owned subsidiary company to sell “”Infotech Division of the BIL which comprises its manpower staffing operations, all customer contracts, customer relationships, operative assets (including software licenses, computers, laptops, servers, printers, scanners etc and the associated employees (both technical and non-technical) to Texnere. BIL is seeking consent from its shareholders to enter into the transaction involving Business Transfer Agreement.

Pending shareholders consent and the execution of Business Transfer Agreement by BIL, no impact has been taken in consolidated financial statements of the Holding Company and same shall be given effect in the ensuing financial year upon entering into Business Transfer Agreement by BIL.

• (viii) The group has utilised the borrowings from banks and financial institutions for the specific purpose for which it was taken.

• (ix) The group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• (x) The group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961(such as search, survey or any other relevant provisions of the Income Tax Act, 1961.

Note 54:

• A. The Board of Directors of the holding Company at its meeting held on 22 May 2024 had approved the Composite Scheme of Arrangement amongst HEG Limited (“the Company”) and HEG Graphite Limited (“Resulting Company”) and Bhilwara Energy Limited (“Transferor Company”) and their respective shareholders and creditors (“Scheme”).

The proposed Scheme inter alia provides for:

• (a) the demerger of the Demerged Undertaking (i.e. Graphite Business) from the Company into the Resulting Company on a going concern basis and issue of equity shares by the Resulting Company to the shareholders of the Company in consideration thereof, and

• (b) amalgamation of the Transferor Company with the Company and issue of equity shares by the Company to the shareholders of the Transferor Company (except the Company itself) in consideration thereof. The Appointed Date for the Scheme is 1[st] April 2024.

• Thereafter, the Company had filed the requisite application with the stock exchanges (viz. BSE Limited and National Stock Exchange of India Limited) under Regulation 37 of the listing Regulations (“Regulation 37 Application”).

Taking into consideration the business needs, the board of directors of the Transferor Company vide its resolution dated 10 March 2025 has approved the execution of definitive agreements in connection with the issue of further shares to proposed investors.

330 |

| 331

53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 55: A. Interest in other entities

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----- Start of picture text -----

Country of Proportion of ownership of interest
Name of Company incorporation/Principal Activities
place of business March 31, 2025 March 31, 2024
A. Subsidiary
TACC Limited India Anode manufacturing 100.00% 100.00%
for lithium ion batteries
Bhilwara Infotechnology India IT enabled services 100.00% 0.00%
Limited
HEG Graphite Limited India Manufacturing of 100.00% 0.00%
Graphite Electrodes
Texnere India Private India IT enabled services 100.00% 0.00%
Limited
B. Associates
Bhilwara Energy Limited India Power Generation and 49.01% 49.01%
Power Consultancy
Bhilwara Infotechnology India IT enabled services 38.59% 38.59%
Limited
----- End of picture text -----

• Refer note 48

** Wholly owned subsidiary of Bhilwara Infotechnology Limited, acquired during the year

Note 55 B: Summarised financial information of Associates

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----- Start of picture text -----

Bhilwara Energy Limited
Particulars As at As at
March 31, 2025 March 31, 2024
I. Assets
(A) Non Current Assets 1,49,989.97 1,54,083.48
(B) Current Assets
i) Cash and cash equivalent 1,581.19 18,148.10
ii) Others 60,025.01 34,560.44
Total Current Asset 61,606.20 52,708.54
Total Asset (A+B) 2,11,596.17 2,06,792.02
II. Liabilities
(A) Non Current Liabilities
i) Financial Liabilities
A. Borrowings 2,351.11 2,732.09
B. Other financial liabilities 86.66 24.12
ii) Other liabilities (including provisions) 17,892.54 8,712.92
Total Non Current Liabilities 20,330.31 11,469.13
(B) Current Liabilities
i) Financial Liabilities
A. Borrowings 4,753.27 548.03
B. Trade Payables 1,501.24 3,938.75
C. Other financial liabilities 1,789.88 1,541.27
----- End of picture text -----

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

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----- Start of picture text -----

(All amounts are in H Lakhs unless otherwise stated)
Bhilwara Energy Limited
Particulars As at As at
March 31, 2025 March 31, 2024
ii) Other liabilities (including provisions) 2,993.98 3,897.61
Total Current Liabilities 11,038.37 9,925.66
Total Liabilities (A+B) 31,368.68 21,394.79
Net Assets (including non controlling interest) (I-II) 1,80,227.49 1,85,397.23
III. Contingent liabilities and commitments
Contingent liabilities 12,596.13 760.79
Capital commitments - 1,622.64
Group’s share of contingent liabilities 6,172.81 372.83
Group’s share of capital commitments - 795.19
----- End of picture text -----

The previous year figures mentioned above are the comparative figures as mentioned in the financial statements of associates for the year ended 31[st] March 2025.

Note 55 C. Summarised performance of Associates

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----- Start of picture text -----

Bhilwara Energy Limited
Particulars For the year ended For the year ended
March 31, 2025 March 31, 2024
I. Summarised performance of Associates
(i) Revenue from operations 57,770.83 47,509.65
(ii) Profit/(Loss) before Tax 22,634.18 34,657.51
(iii) Profit/(Loss) after Tax (net of non-controlling interest) 3,218.23 16,240.48
(iv) Other comprehensive Income(net of non-controlling interest) (71.67) (20.04)
(v) Total comprehensive Income(for the purpose of calculation of 3,146.56 16,220.44
Group's share)
II. Group's share in Associate
Proportion of group's ownership in associate 49.01% 49.01%
(i) Group's share in profit after tax 1,577.25 7,959.46
(ii) Group's share in other comprehensive income (35.13) (9.82)
(iii) Group's share in total comprehensive income 1,542.12 7,949.64
III. Other information
(i) Depreciation & amortisation expense 4,961.43 4,741.78
(ii) Interest income 3,458.55 2,070.46
(iii) Interest expense 3,059.54 141.31
(iv) Tax expense 10,680.10 7,211.08
----- End of picture text -----

332 |

| 333

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 55: D. Movement of investment in Associates accounted for using the Equity method

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As at As at
Particulars
March 31, 2025 March 31, 2024
Investment at cost - at the beginning of the Period 31,130.50 31,130.50
Add: Cost of investment acquired during the year (including goodwill) 3,726.90 -
Less: Reduction on account of acquisition of control (refer note 48) (4,145.90)
Investment at cost -at the end of the reporting year 30,711.50 31,130.50
Profit till date at the beginning of the year 28,363.63 20,496.80
Add: Share of profit for the period 1,747.95 8,166.21
Add: Share of OCI for the period (35.13) (10.74)
Add: Impact of direct adjustment in reserves of associates - (288.64)
Less: Reduction on account of acquisition of control (refer note 48) (1,860.90) -
Profit till date at the end of the reporting year 28,215.55 28,363.63
Investment at equity method - at the beginning of the year 59,494.13 51,627.30
Investment at equity method - at the end of the year 58,927.05 59,494.13
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Notes to theConsolidated Financial Statements for the year ended March 31, 2025 (All amounts are inHLakhs unless otherwise stated) Note 55: E. Other details mandated by Schedule III of Companies Act 2013, by way of additional information: As at March 31, 2025 Name of entity Net Assets, i.e., total assets minus total liabilities Share in proft or loss Share in other comprehensive income Share in total comprehensive income As % of consolidated net assets Amount As % of consolidated proft or loss Amount As % of consolidated other comprehensive income Amount As % of consolidated total comprehensive income Amount	tal income	Amount		10,134.23		-20.90	-355.78	-3.72		170.70	1,542.12	11,466.66		11,466.66	-
	Share in to comprehensive	As % of consolidated total comprehensive income		88.38%		-0.18%	-3.10%	-0.03%		1.49%	13.45%	100.00%		100.00%	-
	er ncome	Amount		-2.89		-	-0.86	-		0.00	-35.13	-38.88		-38.88	-
	Share in oth comprehensive i	As % of consolidated other comprehensive income		7.43%		0.00%	2.21%	0.00%		0.00%	90.36%	100.00%		100.00%	-
	e in r loss	Amount		10,137.12		-20.90	-354.92	-3.72		170.70	1,577.25	11,505.54		11,505.54	-
	Shar proft o	As % of consolidated proft or loss		88.11%		-0.18%	-3.08%	-0.04%		1.48%	13.71%	100.00%		100.00%	-
	., total assets liabilities	Amount		3,96,171.67		11,701.26	5,552.74	-1.47		2,132.63	29,819.99	4,45,376.82		4,45,376.82	-
	Net Assets, i.e minus total	As % of consolidated net assets		88.95%		2.63%	1.25%	-0.01%		0.48%	6.70%	100.00%		100.00%	-
			Holding Company	HEG Limited	Subsidiary (Indian)	TACC Limited	Bhilwara Infotechnology Limited	HEG Graphite Limited	Associates (Indian) (Investment as per Equity Method)	Bhilwara Infotechnology Limited	Bhilwara Energy Limited	Total	Attributable to	Owners of the Company	Non Controlling Interest

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53[rd] Annual Report 24-25

Statutory Reports Financial Statements

Corporate Overview

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23,189.16 -152.61 205.82 7,949.65 31,192.02 31,192.02 -
Amount
income 74.34% -0.49% 0.66% 25.49% 100.00% 100.00% -
As % of income
Share in total comprehensive comprehensive
consolidated total
Amount 34.85 - -0.92 -9.82 24.11 24.11 -
income 144.55% 0.00% -3.81% -40.74% 100.00% 100.00% -
As % of income
comprehensive
Share in other comprehensive consolidated other
Amount 23,154.31 -152.61 206.74 7,959.47 31,167.91 31,167.91 -
74.29% -0.49% 0.66% 25.54% 100.00% 100.00% -
Share in profit or loss As % of
consolidated profit or loss
Amount 4,14,508.29 -277.83 1,690.24 26,673.43 4,42,594.13 -
4,42,594.13
93.65% -0.06% 0.38% 6.03% 100.00% 100.00% -
minus total liabilities As % of
net assets
Net Assets, i.e., total assets consolidated
As at March 31, 2024 Name of entity Holding Company HEG Limited Subsidiary (Indian) TACC Limited Associates (Indian) (Investment as per Equity Method) Bhilwara Infotechnology Limited Bhilwara Energy Limited Total Attributable to Owners of the Company Non Controlling Interest
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Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 56:

The notes disclosed in the consolidated financial Statements of Bhilwara Energy Limited, one of the Associate companies, referred in the Auditor’s Report of Associate under ‘Material Uncertainties relating to going concern’ and ‘Emphasis of matter’ paragraph are being reproduced hereunder:

(a) Chango Yangthang Hydro Power Limited (CYHPL), a Subsidiary of the Associate - Material Uncertainties relating to going concern

The company has written off Capital Work in progress during the year 2017-2018 H 2713.18 Lakhs on account of board decision to surrender the Chango Yangthang HEP (180 MW) project to Directorate of Energy, Government of Himachal Pradesh due to various socio-legal issues and non-availability of the clearances from the appropriate authorities.

This company was incorporated as a Special Purpose Vehicle for above said 180MW HEP project and is a wholly owned subsidiary of Bhilwara Energy Limited (BEL) with no external debt.

(b) NJC Hydro Power Limited (NHPL), a Subsidiary of the Associate - Emphasis of matter

The project of NHPL is on hold for quite some time due to suspension of environment clearance by Hon’ble National Green Tribunal and thereafter Wildlife Institute of India (WII) in its report has mentioned that project could not be undertaken at the project site.

As per directions of Hon’ble Supreme Court, arbitration notice was sent to GoAP and have also indicated the name of arbitrator. Simultaneously, efforts were initiated to settle the issue by mutual negotiations. As the project is not doable any more, NHPL has decided not to implement the project and sought the refund of upfront premium of H 2,546.80 lakhs from GoAP invoking the clauses of MoA and presently the matter is under litigation with GoAP.

Accordingly, the Board of Directors of NHPL on dated June 15, 2022 decided to write-off capital work-in-progress (CWIP) including pre-operative expenses net of waiver of loan from Holding Company (Bhilwara Energy Limited (BEL)) and charged to the statement of profit & loss (shown under exceptional items) during the year except the upfront premium paid.

(c) Chango Yangthang Hydro Power Limited (CYHPL), a Subsidiary of the Associate - Emphasis of matter

Due to various socio-legal issues and non-availability of the clearances from the appropriate authorities, the Board of Directors decided to surrender the project. Accordingly, the company vide its letter dated 11[th] July 2017 to Directorate of Energy, Govt. of Himachal Pradesh surrendered the project and demanded refund of the entire upfront premium and security deposit paid on the project along with interest.

The management is confident of recovering fully the upfront premium and security deposit. The Company is in constant follow up with GoHP for refund of money.

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| 337

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

Notes to the Consolidated Financial Statements

for the year ended March 31, 2025

(All amounts are in H Lakhs unless otherwise stated)

Note 57 : Capitalization of Pre-Operative Expenditure

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The following expenditure has been included under Capital work in For the year ended For the year ended
progress: 31 [st] March, 2025 31 [st] March,2024
Travelling expenses 178.78 47.79
Power cost 24.13 2.57
Salaries and wages 1,185.92 328.87
Insurance & Other Charges 293.41 312.69
Total 1,682.24 691.92
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See accompanying notes to the consolidated financial statements As per our report of even date attached For and on behalf of the Board of Directors For SCV & Co. LLP Ravi Jhunjhunwala Riju Jhunjhunwala Manish Gulati Chartered Accountants Chairman, Managing Director & CEO Vice Chairman Executive Director Firm Regn. No. 000235N/N500089 DIN: 00060972 DIN: 00061060 DIN: 08697512

Sunny Singh

Shekhar Agarwal Satish Chand Mehta Director Director DIN: 00066113 DIN: 02460558

Partner Membership No. 516834

Ravi Kant Tripathi Vivek Chaudhary Chief Financial Officer Company Secretary Membership No. A13263

Place : Noida(U.P) Date : May 19, 2025

FORM NO. AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part – A : Subsidiaries

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1. Name of the subsidiary: TACC Limited
2. Reporting period for the subsidiary concerned, if different from the 01.04.2024 to 31.03.2025
holding company’s reporting period:
3. Reporting currency and Exchange rate as on the last date of the relevant N.A.
financial year in the case of foreign subsidiaries:
4. Share capital: Authorized Share Capital: H 210 Crore
Paid Up Share Capital: H 120 Crore
5. Reserves & surplus: (298.74) Lakhs
6. Total assets: 12105.46 Lakhs
7. Total Liabilities: 404.21 Lakhs
8. Investments: 0
9. Turnover: 0
10. Profit/Loss before taxation: (20.90) Lakhs
11. Provision for taxation: 0
12. Profit/Loss after taxation: (20.90) Lakhs
13. Proposed Dividend: -
14. % of shareholding: 100%
1. Name of the subsidiary: HEG Graphite Limited
2. Reporting period for the subsidiary concerned, if different from the 04.06.2024 to 31.03.2025
holding company’s reporting period:
3. Reporting currency and Exchange rate as on the last date of the relevant N.A.
financial year in the case of foreign subsidiaries:
4. Share capital: Authorized Share Capital: H 1 Lakh
Paid Up Share Capital: H 1 Lakh
5. Reserves & surplus: (371.81) Thousands
6. Total assets: 99.51 Thousands
7. Total Liabilities: 371.32 Thousands
8. Investments: 0
9. Turnover: 0
10. Profit/Loss before taxation: (371.81) Thousands
11. Provision for taxation: 0
12. Profit/Loss after taxation: (371.81) Thousands
13. Proposed Dividend: -
14. % of shareholding: 100%
Notes:
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1. The aforesaid subsidiaries are yet to commence operations.

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| 339

53[rd] Annual Report 24-25

Corporate Overview Statutory Reports Financial Statements

1. Name of the subsidiary:

Bhilwara Infotechnology Ltd

1. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period:

01.04.2024 to 31.03.2025

1. Reporting currency and Exchange rate as on the last date of the relevant N.A. financial year in the case of foreign subsidiaries:

2. Share capital:

	fnancialyear in the case of foreign subsidiaries:
4.	Share capital:	Authorized Share Capital:H97 Lakhs
		Paid-UpShare Capital:H327.06 Lakhs
5.	Reserves & surplus:	5225.68 Lakhs
6.	Total assets:	5952.66 Lakhs
7.	Total Liabilities:	399.91 Lakhs
8.	Investments:	4826.02 Lakhs
9.	Turnover:	2537.34 Lakhs
10.	Proft/Loss before taxation:	73.91 Lakhs
11.	Provision for taxation:	0
12.	Proft/Loss after taxation:	87.46 Lakhs
13.	Proposed Dividend:	-
14.	% of shareholding:	100%

Notes:

1. No subsidiary has been liquidated or sold during the financial year.

2. During the year under review, Bhilwara Infotechnology Limited, an erstwhile associate Company of HEG Limited became wholly owned subsidiary of HEG Limited as a result of purchase of shares by HEG Limited from remaining shareholders of Bhilwara Infotechnology Limited.

Part – B : Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

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Amount ( H in Lakhs)
Name of Associates/Joint Ventures Bhilwara Energy Ltd
1. Latest audited Balance Sheet Date 31/03/2025
2. Date on which the Associate was associated or acquired 28/03/2007
3. Shares of Associate held by the company on the year end
No. of Shares 8,12,32,560
Amount of Investment in Associates 30,711.50
Extend of Holding (in percentage) 49.01
4. Description of how there is significant influence Due to percentage of share capital
5. Reason why the associate is not consolidated -
6. Net worth attributable to Shareholding as per latest audited Balance Sheet 55,570.76
7. Profit / Loss for the year
i. Considered in Consolidation ( H in Lakhs) 1,542.13
ii. Not Considered in Consolidation -
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1. Names of associates or joint ventures which are yet to commence operations: N.A.

2. Names of associates or joint ventures which have been liquidated or sold during the year: N.A.

See accompanying notes to the consolidated financial statements

As per our report of even date attached	For and on behalf of the Board	of Directors
ForSCV & Co. LLP	Ravi Jhunjhunwala	Riju Jhunjhunwala	Manish Gulati
Chartered Accountants	Chairman, Managing Director & CEO Vice Chairman		Executive Director
Firm Regn. No. 000235N/N500089	DIN: 00060972	DIN: 00061060	DIN: 08697512
Sunny Singh	Shekhar Agarwal	Satish Chand Mehta
Partner	Director	Director
Membership No. 516834	DIN: 00066113	DIN: 02460558
	Ravi Kant Tripathi	Vivek Chaudhary
Place : Noida(U.P)	Chief Financial Ofcer	Company Secretary
Date : May 19, 2025		Membership No. A13263

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| 341

Corporate Information

Chairman-Emeritus L. N. Jhunjhunwala

Auditors SCV & Co. LLP Chartered Accountants

Board of Directors

Notes

Ravi Jhunjhunwala Registrar & Share Transfer Agent Chairman, Managing Director & CEO MCS Share Transfer Agent Ltd. 179-180, DSIDC Shed, 3[rd] Floor, Riju Jhunjhunwala Vice-Chairman Okhla Industrial Area, Phase-I New Delhi - 110020 Manish Gulati Phone: 011-41406149-51 Executive Director Fax: 011-41709881 Shekhar Agarwal Website: www.mcsregistrars.com Director E-mail: helpdeskdelhi@mcsregistrars.com Vinita Singhania Stock Exchanges where Director the Company’s Shares are Listed Dr. Kamal Gupta BSE Ltd. Director National Stock Exchange of India Ltd. Satish Chand Mehta Corporate Office Director Bhilwara Towers, A-12, Sector-1 Ramni Nirula Noida - 201301, U.P., India Director Phone: +91 (0120) 4390300 Jayant Davar Fax: +91 (0120) 4277841 Director Website: www.hegltd.com Sandip Somany E-mail: heg.investor@lnjbhilwara.com Director Registered Office Dr. Nand Gopal Khaitan Mandideep (Near Bhopal) Director Distt. Raisen - 462046 Priya Shankar Dasgupta Madhya Pradesh, India Director Phone: +91 (07480) 233524 to 233527, 405500 Group Chief Financial Officer CIN: L23109MP1972PLC008290 O. P. Ajmera Works Chief Financial Officer Graphite Electrode & Thermal Power Plants Ravi Kant Tripathi Mandideep (Near Bhopal) Distt. Raisen - 462046 Company Secretary Madhya Pradesh, India Vivek Chaudhary Phone: + 91 (07480) 233524 to 233527, 405500 Bankers State Bank of India Axis Bank Ltd. Hydro Electric Power HDFC Bank Ltd. Yes Bank Ltd. Village Ranipur, Tawa Nagar IDBI Bank Ltd. ICICI Bank Ltd. Distt. Hoshangabad - 461001 Madhya Pradesh, India Kotak Mahindra Bank Ltd. CTBC Bank Co.,Ltd. Phone: +91 (07480) 405500 Extn. 6301

Cautionary Statement

Statements in this document that are not historical facts are forward looking statements. These ‘forward-looking’ statements may include the company’s objectives, strategies, intentions, projections, expectations and assump-tions regarding the business and the markets in which the company operates. The statements are based on in-formation which is currently available to us, and the company assumes no obligation to update these statements as circumstances change. There may be a material difference between actual results and those expressed herein. The risks, uncertainties and important factors that could influence the company’s operations and business are the global and domestic economic conditions. The market demand and supply for products, price fluctuations, currency and market fluctuations, changes in the government’s regulations, statutes and tax regimes, and other factors not specifically mentioned herein but those that are common to the industry.

342 |

Notes

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Registered Office: Mandideep (Near Bhopal) Distt. Raisen - 462046, Madhya Pradesh, India Website: www.hegltd.com/www.lnjbhilwara.com E-mail: heg.investor@lnjbhilwara.com CIN: L23109MP1972PLC008290

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HEG LIMITED

CIN: L23109MP1972PLC008290

Registered Office: Mandideep (Near Bhopal), Distt. Raisen - 462 046, (M.P.), Phone: 07480-233524 to 233527, 405500 Corporate Office: Bhilwara Towers, A - 12, Sector - 1, Noida - 201 301 (U.P.), Phone: 0120-4390300 (EPABX), Fax: 0120-4277841 E-mail: heg.investor@lnjbhilwara.com; Website: www.hegltd.com

NOTICE

NOTICE is hereby given that the 53[rd] Annual General Meeting (AGM) of HEG LIMITED will be held on Wednesday, 20[th ] August, 2025 at 12:30 P.M. (IST) through Video Conferencing/Other Audio Visual Means (“VC/OAVM”), without physical presence of members at the AGM venue to transact businesses as set out in this notice. The venue of the AGM shall be deemed to be the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen – 462 046, Madhya Pradesh. The following businesses will be transacted at the AGM:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31[st] March, 2025, the Reports of the Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2025 and the Report of Auditors thereon.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended 31[st] March, 2025, the Reports of the Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2025 and the report of Auditors thereon, as circulated to the Members and laid before the meeting, be considered, received and adopted.”

2. To declare a Final Dividend on equity shares of the Company for the Financial Year 2024-25.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the recommendation of the Board of Directors, final dividend for the financial year 2024-25 at the rate of 90% i.e. Rs. 1.80/- per equity share of face value of Rs. 2/- each, be and is hereby declared and that the same be paid, to those members whose name appears on the Company’s register of members as on the close of business hours on 13[th] August, 2025.”

3. To appoint a Director in place of Shri Riju jhunjhunwala (DIN: 00061060), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 (6) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time (“Act”), Shri Riju jhunjhunwala (DIN: 00061060) who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

4. To appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113), who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 (6) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time (“Act”), Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

1

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Special Business:

5. To consider and approve continuation of Smt. Vinita Singhania (DIN: 00042983), as Non-Executive Non-Independent Director of the Company who will be attaining the age of 75 years in FY 2026-2027.

To consider and if thought fit, to pass, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval be and is hereby accorded for continuation of Smt. Vinita Singhania (DIN: 00042983) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, who would attain the age of 75 years on March 12, 2027 in FY 2026-27.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, and things as may be necessary to give effect to this resolution.”

6. To Approve the Appointment of Secretarial Auditors

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification or re-enactment thereof for the time being in force) and Regulation 24A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’), as amended from time to time, pursuant to recommendations of the Audit Committee and the Board of Directors of the Company, M/s. GSK & Associates, a firm of Practising Company Secretaries (Firm Registration No. P2014UP036000), be and is hereby appointed as the Secretarial Auditors of the Company, for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030, at such remuneration as may be determined by the Board of Directors of the Company (including its Committee thereof) in consultation with the Secretarial Auditors.

RESOLVED FURTHER THAT any of the Director, the Chief Financial Officer and the Company Secretary of the Company, be and are hereby severally authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.”

7. To ratify the remuneration of Cost Auditors for the Financial Year ending 31[st] March, 2026.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, M/s. N.D. Birla & Co., Cost Accountants (Firm Registration Number 000028) who were appointed by the Board of Directors of the Company, to conduct the audit of the cost records for the financial year ending 31[st] March 2026, be paid the remuneration of Rs. 3,00,000/- (Rupees Three Lakhs only) plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit.

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorized to do all such acts, deeds and things, as they may, in their absolute discretion, deem necessary to give effect to this resolution”

Place : Noida (U.P.) Date: 19[th] May, 2025

By order of the Board of Directors For HEG Limited Sd/- Vivek Chaudhary Company Secretary ACS: 13263

Registered Office

Mandideep (Near Bhopal) Distt.Raisen - 462046, (M.P.) CIN: L23109MP1972PLC008290 E-mail: heg.investor@lnjbhilwara.com Website: www.hegltd.com Phone: 07480-233524 to 233527, 405500

2

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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) relating to the special business to be transacted at the Annual General Meeting (AGM) is annexed hereto. The matters of special business as appeared at item No. 5 to 7 of the accompanying notice are considered to be unavoidable hence from part of this AGM Notice.

2. The Ministry of Corporate Affairs, Government of India (‘MCA’) has vide its circular no. 9/2024 dated 19[th] September, 2024, read with general circulars no. 14/2020 dated 8[th] April, 2020, no. 17/2020 dated 13[th] April, 2020, no. 20/2020 dated 5[th] May, 2020 (collectively referred to as ‘MCA Circulars’) and the Securities and Exchange Board of India (‘SEBI’) has vide its circular no. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated 3[rd] October, 2024 read with its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 (collectively referred to as ‘SEBI Circulars’), permitted the holding of the Annual General Meeting (‘AGM’ or ‘Meeting’) through Video Conferencing facility / Other Audio Visual Means (‘VC/OAVM’), on or before 30[th] September 2025, without the physical presence of the shareholders at a common venue. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and MCA & SEBI Circulars, the 53[rd] AGM of the Company is being held through VC/OAVM. The Members can attend and participate in the AGM through VC/OAVM only. Further, the Company will be availing remote e-voting/ e-voting system for casting vote during AGM from National Securities Depository Limited (NSDL).

Further, In accordance with the aforesaid Circulars, the Notice of the AGM along with Annual Report 2024-25 are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. The Company shall send the physical copy of Annual Report 2024-25 to those Members who request the same at heg.investor@lnjbhilwara.com mentioning their Folio No./DP ID and Client ID. The Notice convening the 53[rd ] AGM along with the Annual Report 2024-25 will also be available on the website of the Company at www.hegltd.com, websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the website of NSDL at www.evotng.nsdl.com.

1. In terms of the MCA & SEBI Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 53[rd] AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members may be appointed for the purpose of voting through remote e-Voting, for participation in the 53[rd] AGM through VC/OAVM Facility only. Therefore, attendance slip and route map are not annexed to this notice.

2. The Members attending the AGM through VC/OAVM shall be counted for purpose of reckoning the quorum under Section 103 of the Act.

3. Members can join the AGM in VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on the website of National Securities Depository Limited (“NSDL’) at www.evotng.nsdl.com.

Please note that, the facility for participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.

1. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 14[th] August, 2025 to Wednesday, 20[th] August, 2025 (both days inclusive) for the purpose of the AGM.

2. The Company’s Registrar and Transfer Agent (RTA) for its Share Registry Work (Physical and Electronic) is MCS Share Transfer Agent Limited, having its office at 179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020, Phone: 01141406149 – 51, Fax: 011-41709881, Website: www.mcsregistrars.com, E-mail Id: helpdeskdelhi@mcsregistrars.com.

3. Members are requested to note that under Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF) constituted by the Central Government of India.

4. Accordingly, during the financial year ended 31[st] March, 2025, the Company had transferred unpaid and unclaimed dividend amount of Rs.80.21 lakhs pertaining to Interim Dividend for the financial year 2017-18 to the IEPF within the stipulated time period.

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Information regarding unpaid and unclaimed dividend in respect of dividends declared up to the financial year 2023-24 reported/ filed in Form No. IEPF-2 after the 52[nd] AGM of the Company held on 7[th] August, 2024, has been uploaded on the Company’s website: www.hegltd.com under ‘Investors’ section. The said information is also available on the website of IEPF Authority i.e. www.iepf.gov.in. Further, the Company has also uploaded on its website, details of unpaid and unclaimed dividend for the financial year ended 31[st] March, 2024. Members may note that the details of unpaid and unclaimed dividend lying with the Company can be accessed through the link htp://hegltd.com/unpaid-unclaimed-amounts/.

The concerned members are requested to verify the details of their unclaimed amounts, if any, from the said websites and write to the Company’s Secretarial department at Corporate Office / RTA before the same becoming due for transfer to the Investor Education and Protection Fund.

1. Members are requested to note that, pursuant to the provision of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘IEPF Rules’), all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred to the designated Demat Account of the IEPF Authority (“IEPF Account) within a period of 30 days of shares becoming due to be transferred to IEPF Account.

Accordingly, 1,88,359 equity shares pertaining to Interim Dividend 2017-18 on which the dividend remained unpaid or unclaimed for seven consecutive years, were transferred to the IEPF Account during the financial year ended 31[st] March, 2025, after following the prescribed procedure under the IEPF Rules

Details of shares so far transferred to the IEPF Authority are available on the website of the Company at htp://hegltd.com/ transfer-of-shares-to-iepf/.

The Members / claimants whose shares, unclaimed dividend, etc. have been transferred to the IEPF Authority may claim the shares/unclaimed dividend by making an application to IEPF Authority in Web Form No. IEPF-5 (available on the Website: www.iepf.gov.in or www.mca.gov.in) as per the procedure prescribed in the IEPF Rules. The procedure in brief is as under:

• a. Make an online application in Form IEPF -5 available on the website www.iepf.gov.in or www.mca.gov.in along with fee as prescribed by Central Government from time to time (presently nil fee).

• b. Send a copy of the online application duly signed by claimant along with all documents mentioned in Form IEPF-5 in physical to the Nodal Officer of the Company at its Corporate Office at Bhilwara Towers, A-12, Sector-1, Noida-201301(U.P.) Ph: 01204390300 for verification of his/her claim. Please take note that dispatch receipt of postal authority should be submitted mandatorily on MCA portal by claimant/shareholder after submission of Form IEPF-5 and dispatching all the documents to the Nodal Officer of the Company.

• c. The Company shall, within 30 days of receipt of the claim form, send an online verification report to the IEPF Authority along with all the documents submitted by claimant.

• d. On verification, the IEPF Authority shall release the shares directly to the claimant/shareholder.

As per latest Instructions issued by IEPF Authority, claimant(s)/shareholder(s) have to submit complete set documents as prescribed to Nodal Officer of the Company and get ‘Entitlement Letter’ before claiming their shares and dividend amount by way of filing Form IEPF-5 on the website www.iepf.gov.in or www.mca.gov.in. While filing Form IEPF-5, claimants/Shareholder(s) have to submit the “Entitlement Letter” along with other prescribed documents.

In case of members have any queries on the subject matter, they may write to our RTA or Company Secretary at Corporate Office of the Company at Bhilwara Towers, A-12, Sector-1, Noida-201301(U.P.) or send an email at heg.investor@lnjbhilwara.com or by calling at Company telephone no. 0120-4390300 (Extn. 492).

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the Securities Market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding the shares in physical form can submit their PAN details to the Company/RTA.

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11. Manner of registering/updating email address, bank account details, PAN etc.:

Members are requested to intimate/update changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc. (along with duly cancelled cheque leaf stating the said details) to their Depository Participant in case the shares are held by them in electronic form or to the Company’s RTA in case the shares are held by them in physical form, which will help the Company and the Company’s RTA to provide efficient and better services.

The Securities and Exchange Board of India (“SEBI”) has mandated furnishing of PAN, Nomination Details, Contact details (Address with PIN, Mobile number and Email address), Bank account details and Specimen signature by shareholders holding securities in physical form. Effective from 1[st] January 2022, any service request or complaint received from the member, will not be processed by RTA till the aforesaid details/ documents are provided to RTA. The relevant forms prescribed by SEBI for furnishing the above details are available on the website of the Company at www.hegltd.com under head Investors > Investor Service Request > Updation of PAN, KYC, Nomination and Bank Account Details etc. The concerned shareholders are requested to register/ update the above mentioned details by submitting the prescribed forms duly completed in all respect to Company’s RTA, i.e. MCS Share Transfer Agent Limited, having its office at 179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020, Phone: 011-41406149-51, E-mail Id: helpdeskdelhi@mcsregistrars.com.

Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management Members can contact the Company or RTA for assistance in this regard.

Further, members who hold shares in physical mode in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to RTA, for consolidation into a single folio. For this, shareholder shall send Investor Service Request duly filled up in Form ISR-4 along with the documents / details specified therein, to Company’s RTA. The said format is available at the websites of Company and Company’s RTA as mentioned in Note no. 15 .

Members holding shares in dematerialized mode are also requested to register / update their PAN, Nomination Details, Contact details (Address with PIN, Mobile number and Email address), Bank account details and Specimen signature with their respective Depository Participants (DPs), in case any of the said details are yet not updated or any change in the said details.

The Company had also sent individual reminder letters on 25[th] May, 2023, 27[th] March, 2024 and 3[rd] September, 2024 to the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination in Form ISR1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/POD1/P/CIR/2023/181 dated 17[th] November, 2023 read with SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17[th] May, 2023 and further Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7[th] May, 2024. The Form ISR-1 is also available on the website of the Company at htps://hegltd.com/wp-content/uploads/2023/05/Form-Edit-ISR-1.pdf. Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR – 1.

To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.

1. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

2. Members can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed Form No. SH-13 duly filled in to RTA at their office address mentioned in Note no. 7 . If a member desires to opt-out or to cancel the existing nomination and record a fresh nomination, the member may request for the same in Form ISR-3 or Form SH-14 to the RTA, as the case may be. The forms are available on the website of the Company i.e. www.hegltd.com. Members holding shares in electronic form may contact their respective Depositary Participants for availing this facility.

3. To support the ‘Green Initiative’, Members who have not yet registered their email addresses and/or not updated the bank account details with the Company/ Registrar & Share Transfer Agent (RTA)/ Depository Participant(s) are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Company’s RTA in case the shares are held by them in physical form, to facilitate:

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• a. Service of documents including notice of AGM and Annual Report in electronic form;

• b. Receiving Dividend directly in your bank account through the Electronic Clearing Service (ECS) or any other means.

Members holding shares in physical form	Please submit Form-ISR-1 dully flled and signed to the RTA, M/s MCS Share Transfer Agent Limited. The copy of form is available on the website of RTA and Company at htps://www.mcsregistrars.com/downloads.php and htps://hegltd.com/wp-content/ uploads/2023/05/Form-Edit-ISR-1.pdfrespectvely.
Members holding shares in DEMAT form	Please contact your Depository Partcipant (DP) to register/update your email address and/or bank account details in your DEMAT account, as per the process advised by your DP.

The Company has also sent intimation letter dated 17[th] May, 2025 for service of documents through electronic mode to concerned Shareholders with regard to registration of their email address etc. with the Registrar and Share Transfer Agent / Depository Participants.

This may be considered as an advance opportunity to the members to register their e-mail address and changes therein as required under Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time.

1. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Subdivision/ Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition etc. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at htps://hegltd.com/wp-content/uploads/2022/02/Investor-Service-Request2. pdf and on the website of the Company’s RTA at htps://www.mcsregistrars.com/images/documents/96_1054778772_FormISR4-circular.pdf. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its notification dated January 24, 2022 has mandated that Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form to get inherent benefits of dematerialisation. Members can contact the Company or RTA, for assistance in this regard.

2. SEBI vide Master Circular no. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 updated as on 28[th] December, 2023 (by consolidated earlier Circulars dated 31[st] July, 2023, 4[th] August, 2023 and 30[th] December, 2023) has specified that shareholder(s) shall first take up his/her/their grievance with the listed entity by lodging a complaint directly with the concerned listed entity and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines and the process laid out therein, escalate the same through the SCORES portal. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/they can initiate dispute resolution through the Online Dispute Resolution (‘ODR’) portal. Shareholders are requested to take note of the same. The aforesaid SEBI circular can be viewed on the following link: htps://hegltd.com/wp-content/uploads/2025/06/Master-Circular-for-ODR.pdf.

3. In terms of Section 152 of the Act, Shri Riju Jhunjhunwala and Shri Shekhar Agarwal, Directors of the Company, are liable to retire by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment.

4. Details under Regulation 36(3) of the Listing Regulations and in terms of Secretarial Standard-2 in respect of the Directors seeking appointment/re-appointment at the 53[rd] Annual General Meeting are annexed hereto as Annexure -A to this Notice which forms part of the explanatory statement. Requisite declarations have been received from the Directors seeking appointment/ re-appointment.

5. Non-Resident Indian members are requested to inform RTA/respective DP’s, immediately of:

6. a. Change in their residential status on return to India for permanent settlement.

7. b. Particulars of their bank account maintained in India with complete name, branch, account type, account number, IFSC Code and address of the bank with pin code number, if not furnished earlier.

8. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from, 1[st] April, 2019. Further w.e.f. 24[th] January 2022, transmission or transposition of securities

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held in physical or dematerialised form shall be effected only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contact the Company or RTA, for assistance in this regard.

1. Pursuant to SEBI Circular No. SEBI/HO/OIAE/2023/03391 dated 27[th] January, 2023 with regard to enhance the awareness of investors about the availability of arbitration facility at Stock Exchanges for their dispute, if any, against listed companies/RTAs, the Company has issued the Intimation regarding “Availability of Dispute Resolution Mechanism of the Stock Exchange(s)” to all investors, who hold shares in physical form in permitted mode. The same was also available on the website of the Company i.e. www.hegltd.com.

2. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Wednesday, 13[th] August, 2025 . Members are eligible to cast vote only if they are holding shares as on that date and a person who is not a member as on the cut-off date should treat this notice for information purposes only.

3. Members of the Company who acquires shares after the sending of Notice by the Company and hold shares as on the cut-off date i.e. Wednesday, 13[th] August, 2025 , shall follow the same procedure for e-Voting as mentioned at point no 28 .

4. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories and Company’s RTA as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through VC/ OAVM.

5. AN ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ELECTRONIC ANNUAL REPORT:

6. (i) In accordance with, General Circular Nos. 20/2020 and 9/2024 dated 5[th] May 2020 and 19[th] September 2024, respectively, issued by MCA and Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by SEBI, interalia granting relaxation from requirement of dispatching physical copies of the financial statements (including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith), such statements including the Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

7. (ii) Members who do not have registered their E-mail ID and/or bank details are required to register their email addresses and/ or bank details, in respect of electronic holdings with their concerned Depository Participants and in respect of physical holdings, with the Company’s RTA i.e. MCS Share Transfer Agent Ltd., 179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020. PIN-110 020 Tel.: 011- 41406149-51 Fax No.: 011- 41709881 E-mail: helpdeskdelhi@mcsregistrars.com by following due procedure, which is as under:

Shareholders with Physical Holding

Shareholders have to fll the Form ISR-1 for updatng their Email address / Mobile no. and other details, if yet not updated by them, and sent the same duly completed in all respect to the RTA of the Company i.e. MCS Share Transfer Agent Limited (Unit : HEG Limited), 179-180, DSIDC Shed, 3rd Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020, Phone no. 011-41406149-51. The said form can be downloaded from the website of the Company i.e.www.hegltd.comunder headInvestors > Investor Service Request > Updaton of PAN, KYC, Nominaton and Bank Account Details etc.

Shareholders with Demat Holding

a) Please contact your Depository Partcipant (DP) and register your Email address / Mobile No. / PAN in case the same are yet not updated in your demat account, as per the process advised by your DP. b) In case Email address / Mobile No. are updated but presently you have Opted for “email RTA download fag as “No” in your demat account, you can contact your DP for email download fag as “Yes” so that you can be able to receive the various communicaton sent through email by the Company. OR you can ask your DP to make necessary updaton in your demat account so that in future you can be able to get Annual Report / Notce / various communicatons from the Company in electronic mode.

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• (iii) The Notice of AGM along with Annual Report for the financial year 2024-25, is available on the website of the Company at www.hegltd.com, on the website of Stock Exchanges where shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evotng.nsdl.com.

26. PROCEDURE FOR INSPECTION OF DOCUMENTS:

• i. All the documents referred to in the accompanying Notice and Explanatory Statement, shall be available for inspection on the website of the Company till the date of this Annual General Meeting.

• ii. During the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act shall be available for inspection upon login at NSDL e-voting system.

27. DIVIDEND TDS COMMUNICATION:

1. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday, 13[th] August, 2025, i.e. the Record Date , will be paid the Final Dividend of Rs. 1.80/- per Equity Share of the face value of Rs.2 each for the financial year 2024-25, as recommended by the Board, if declared at the 53[rd] AGM of the Company, within 30 days from the date of AGM.

2. Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend. The Company or its Registrar & Share Transfer Agent cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participant(s) of the Members. Members holding shares in demat form are requested to intimate any change in their address and/or bank mandate immediately to their Depository Participants.

3. Members holding shares in physical form are requested to intimate any change of address and/or bank mandate to MCS Share Transfer Agent Ltd, Registrar and Share Transfer Agent or to the Company immediately by sending a signed request in form ISR-1 along with the necessary supporting documents on e-mail at heg.investor@lnjbhilwara.com or contact RTA at helpdeskdelhi@mcsregistrars.com and thereafter sending the said original form and supporting documents at Company’s RTA office address.

4. Shareholders may note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company on or after 1[st] April, 2020 shall be taxable in the hands of the Shareholders. The Company shall therefore be required to deduct Tax at Source (TDS) at the time of making the payment of final dividend, if declared at the 53[rd] AGM of the Company. In order to enable us to determine the appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961.

A. RESIDENT SHAREHOLDERS:

A.1 Tax deductible at source for Resident Shareholders

No tax shall be deducted on payment of dividend to the resident individual shareholder if the total dividend, paid during financial year (‘FY’) 2025-26, does not exceed INR 10,000/-.

The shareholders are advised to update their PAN with the Depository Participant, if shares are held in demat form, or with the Registrar and Share Transfer Agent of the Company, if shares are held in Physical form. The address of Registrar and Share Transfer Agent (RTA) of the Company is as under:

MCS Share Transfer Agent Limited (Unit: HEG Limited)

179-180, DSIDC Shed, 3rd Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020 Phone: 011-41406149 – 51, Fax: 011-41709881 E-mail Id: helpdeskdelhi@mcsregistrars.com

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TDS to be deducted at higher rate in case of non-linkage of PAN with Aadhaar:

As per Section 139AA of the Act, every person who has been allotted a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN with Aadhaar. In case of failure to comply with this, the PAN allotted shall be deemed to be invalid/ inoperative and tax shall be deducted at the rate of 20% as per the provisions of Section 206AA of the Act.

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Sr. No. Particular Withholding tax rate Declaration / Documents required
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Sr. No.	Partcular	Withholding tax rate	Declaraton/ Documents required
1	Valid PAN updated with the Depository Partcipant in case shares are held in dematerialized form; or Registrar and Transfer Agent (‘RTA’) in case shares are held in physical form and no exempton sought by Shareholder.	10%	No Documents Required
2	No PAN / Invalid PAN with the Depository Partcipant in case shares are held in dematerialized form; or RTA in case shares are held in physical for and no exempton sought byShareholder.	20%	No Documents Required
3	Availability of lower/nil tax deducton certfcate issued by Income Tax Department u/s 197 of the Act.	Rate specifed in Lower tax withholding certfcate obtained from Income Tax Department	• Self-atested Copy of PAN card • Self-atested Copy of lower tax withholding certfcate obtained from Income Tax Department

A.2 No Tax shall be Deducted at Source on dividend payment to Resident Shareholders if the Shareholders submit documents mentioned in the below table with the Company on or before 31[st] July, 2025.

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Sr. No. Particular Declaration / documents required
1 An Individual furnishing Form 15G/ • Self-attested Copy of PAN card
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Sr. No.	Partcular	Declaraton/ documents required
1	An Individual furnishing Form 15G/	• Self-atested Copy of PAN card
	15H	• Declaraton in Form No. 15G (applicable to an individual who is less than 60 years) / Form 15H (applicable to an Individual who is 60 years and above), fulflling prescribed conditons.(Please download the Link given as Annexure 2 and 3, at the end of this communicaton)
2	Shareholders to whom secton 194 of the Act does not apply such as LIC, GIC, Business Trust as defned u/s 2 (13A) etc.	• Self-atested Copy of PAN card • Self-declaraton(Please download the Link given as Annexure 1, at the end of this communicaton), along with adequate documentary evidence (e.g, Registraton certfcate), to the efect that the no tax withholding is required as per provisions of secton 194 of the Act.
3	Shareholder covered u/s 196 of the Act such as Government, RBI, Mutual Funds specifed u/s 10(23D), corporatons established by Central Act and exempt from Income Tax.	• Self-atested Copy of PAN card • Self-declaraton(Please download the Link given as Annexure 1, at the end of this communicaton), along with adequate documentary evidence, substantatng applicability of secton 196 of the Act.
4	Category I and II Alternatve Investment Fund (AIF)	• Self-atested Copy of PAN card • Self-declaraton(Please download the Link given as Annexure 1, at the end of this communicaton)that AIF’s income is exempt under Secton 10 (23FBA) of the Act and they are governed by SEBI regulatons as applicable to Category I or Category II AIFs, along with copy of AIF registraton certfcate with SEBI.
5	Any other entty exempt from withholding tax under the provisions of secton 197A of the Act (including those mentoned in Circular No. 18/2017 issued by CBDT)	• Self-atested Copy of PAN card • Self-declaraton(Please download the Link given as Annexure 1 and 4, at the end of this communicaton)along with adequate documentary evidence, substantatng the nature of the entty • Copy of the lower tax withholding certfcate obtained from Income Tax Department_(except those covered by Circular No.18/2017)_

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Sr. No. Particular Declaration / documents required
6 New Pension System Trust • Self-attested Copy of PAN card
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Sr. No.	Partcular	Declaraton/ documents required
6	New Pension System Trust	• Self-atested Copy of PAN card
		• Self-declaraton(Please download the Link given as Annexure 1, at the end of this communicaton)that Trust’s income is exempt under Secton 10(44) of the Act and being regulated by the provisions of the Indian Trusts Act, 1882 • Copyof registraton certfcate.

B. NON-RESIDENT SHAREHOLDERS:

Tax deductible at source for non-resident shareholders shall be as per following table.

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S. No. Category Withholding tax rate Declaration / documents required
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S. No.	Category	Withholding tax rate	Declaraton / documents required
1	Foreign Insttutonal Investors (FIIs) / Foreign Portolio Investors (FPIs)	20% (plus applicable surcharge and cess) or tax treaty rate whichever is benefcial	• Self-declaraton(Please download the Link given as Annexure 5, at the end of this communicaton) along with adequate documentary evidence substantatng the nature of the entty. • To avail benefcial rate of tax treaty following tax documents would be required: 1. Self-atested Copy of PAN card (if available) 2. Copy of Tax Residency Certfcate (TRC) valid as on the AGM date for the FY 2025-26 or the calendar year 2025 obtained from the tax authorites of the country of which the shareholder is resident. 3. Copy of E-fled Form 10F on thehtps://eportal. incometax.gov.in/. 4. Self-declaraton for no permanent establishment / fxed base / business connecton in India, place of efectve management, benefcial ownership and eligibility to avail tax treaty beneft [on shareholder’s leterhead] (Please download the Link given as Annexure 7, at the end of this communicaton). 5. Copy of SEBI registraton certfcate 6. In case of Shareholder being tax resident of Singapore, please furnish the leter issued by the competent authority or any other evidence demonstratng the non-applicability of Artcle 24 - Limitaton of Relief under India-Singapore DTAA. (Note: It is recommended that Shareholders should independently satsfy their eligibility to claim DTAA beneft including meetng of all conditons laid down by DTAA. Applicaton of benefcial Tax Treaty Rate shall depend upon the completeness and satsfactory review by the Company of the documents submited by the shareholders. In case the documents are found to be incomplete, the Company reserves the right to not consider the tax rate prescribed under the tax treaty).

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S. No. Category Withholding tax rate Declaration / documents required
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S. No.	Category	Withholding tax rate	Declaraton / documents required
2	Alternatve Investment Fund – Category III located in Internatonal Financial Services Centre	10% (plus applicable surcharge and cess)	• Self-atested Copy of PAN card (if available) • Self-declaraton(Please download the Link given as Annexure 6, at the end of this communicaton) along with adequate documentary evidence substantatng the nature of the entty.
3	Other Non-resident shareholders (except those who are tax residents of Notfed Jurisdictonal Area)	20% (plus applicable surcharge and cess) or DTAA Tax Treaty Rate whichever is benefcial	To avail benefcial rate of tax treaty following tax documents would be required: 1. Self-atested Copy of PAN card (if available) 2. Copy of Tax Residency Certfcate (TRC) valid as on the AGM date for the FY 2025-26 or the calendar year 2025 obtained from the tax authorites of the country of which the shareholder is resident. 3. Copy of E-fled Form 10F on thehtps://eportal. incometax.gov.in/. 4. Self-declaraton for no permanent establishment / fxed base / business connecton in India, place of efectve management, benefcial ownership and eligibility to avail tax treaty beneft [on shareholder’s leterhead] (Please download the Link given as Annexure 7, at the end of this communicaton). 5. In case of Shareholder being tax resident of Singapore, please furnish the leter issued by the competent authority or any other evidence demonstratng the non-applicability of Artcle 24 - Limitaton of Relief under India-Singapore DTAA. (Note: It is recommended that Shareholders should independently satsfy their eligibility to claim DTAA beneft including meetng of all conditons laid down by DTAA. Applicaton of benefcial Tax Treaty Rate shall depend upon the completeness and satsfactory review by the Company of the documents submited by the shareholders. In case the documents are found to be incomplete, the Company reserves the right to not consider the tax rate prescribed under the tax treaty).
4	Non-Resident Shareholders who are tax residents of Notfed Jurisdictonal Area as defned u/s 94A(1) of the Act	30%	NA
5	Sovereign Wealth funds and Pension funds notfed by Central Government u/s 10(23FE) of the Act	NIL	• Copy of the notfcaton substantatng the applicability of secton 10(23FE) of the Act issued by Government of India by notfcaton in the Ofcial Gazete. • Self-Declaraton(Please download the Link given as Annexure 8 and 9, at the end of this communicaton) that the conditons specifed in secton 10(23FE) have been complied with.

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S. No. Category Withholding tax rate Declaration / documents required
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S. No.	Category	Withholding tax rate	Declaraton / documents required
6	Subsidiary of Abu Dhabi Investment Authority (ADIA) as prescribed under secton 10(23FE) of the Act	NIL	Self-Declaraton(Please download the Link given as Annexure 10, at the end of this communicaton) substantatng the fulfllment of conditons prescribed under secton 10(23FE) of the Act
7	Availability of lower/nil tax deducton certfcate issued by Income Tax Department u/s 197 of the Act	Rate specifed in Lower tax withholding certfcate obtained from Income Tax Department	• Self-atested Copy of PAN card • Copy of lower tax withholding certfcate obtained from Income Tax Department

SUBMISSION OF TAX RELATED DOCUMENTS:

The above referred documents duly completed and signed are required to be sent to the Company through email at tdsfdiv90@lnjbhilwara.com by quoting your Name, Folio number / Demat Account No. (DP and Client ID both), Number of shares and PAN details on or before 31[st] July, 2025 in order to enable the Company to determine and deduct appropriate TDS / withholding tax.

Hence, to enable us to deduct TDS on Dividend at the rate lower than the prescribed rate, the above documents should be submitted on or before 31[st] July, 2025 . No communication on the tax determination/ deduction shall be entertained in respect of the dividend declared after the above time limit.

The Resident Non-Individual Shareholders i.e. Insurance companies, Mutual Funds and AIF established in India and NonResident Non-Individual Shareholders i.e. Foreign Institutional Investors and Foreign Portfolio Investors may submit the relevant forms / declarations / documents through their respective custodian who is registered on NSDL platform, on or before 31[st] July, 2025.

All communications/queries in this respect shall be sent to tdsfdiv90@lnjbhilwara.com only. Documents sent to any other email ID may lead to non-submission of documents and attract TDS as per the provisions of the Act. Documents received by Post at the Corporate Office or from registered email ID will only be accepted.

In case of joint shareholders, the shareholder named first in the Register of Members is required to furnish the requisite documents for claiming any applicable beneficial tax rate. In case, the joint owners wish to get the credit of TDS on their name separately please provide declaration under Rule 37BA of Income Tax Rules 1962. (Please download the Link given as Annexure 11, at the end of this communication)

Shareholders may note that in case the tax on said dividend is deducted at a higher rate in absence of receipt or insufficiency of the aforementioned details/documents from you, an option is available to you to file the return of income as per Income Tax Act, 1961 and claim an appropriate refund, if eligible. No claim shall lie against the Company for such taxes deducted.

UPDATION OF BANK ACCOUNT DETAILS:

In case your Bank details are not updated with records of Depository Participant, if shares are held in demat form, or with the Registrar and Share Transfer Agent of the Company, if shares are held in Physical form, you are requested to kindly get the same updated, to enable the Company to make timely credit of dividend in your bank accounts. We seek your cooperation in this regard.

PAYMENT OF DIVIDEND IN ELECTRONIC MODE:

Shareholders holding shares in physical folios are requested to note that SEBI vide its Master Circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 7, 2024 issued to the Registrar & Transfer Agents and SEBI Circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2023/181 dated November 17, 2023, as amended, has mandated that effective April 1, 2024, dividend to the security holders holding shares in physical mode shall be paid only through electronic mode. Such payment to the eligible shareholders holding physical shares shall be made only after they have furnished their PAN, Contact Details (Postal Address with PIN, email ID and Mobile Number) Bank Account Details and Specimen Signature for their corresponding physical folios to the Company or the RTA.

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Further, your kind attention is drawn to the SEBI Circulars issued time to time on the norms/procedural requirements for processing service requests of investors specified by the SEBI to mandatorily update the PAN, KYC (including contact details viz. Email address / Mobile no.), Nomination details, Bank Account details and Specimen Signature of all Shareholders holding shares in physical form and compulsory linking of PAN with Aadhar number by all Shareholders. Therefore, Shareholders who have yet not updated the above said information / KYC details are requested to download the necessary Forms from the website of the Company i.e. www.hegltd.com under head Investors > Investor Service Request > Updation of PAN, KYC, Nomination and Bank Account Details etc. and submit the same duly completed in all respect to our RTA at the following address:

MCS Share Transfer Agent Limited (Unit: HEG Limited),

179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020. Phone no. 011-41406149 - 51 ; Email ID: helpdeskdelhi@mcsregistrars.com

Additonal Notes:

1. Shareholders will be able to download the copy of TDS certificates from the website of the Company (www.hegltd.com) Home page, in due course by furnishing the PAN number and Shareholders can also check the credit of TDS in Form 26AS by login in to e-filing portal of Income Tax.

2. The aforesaid documents such as Form 15G/ 15H, documents under section 196, 197A, FPI Registration Certificate, Tax Residency Certificate, Lower Tax certificate etc. can be send on the e-mail id of the Company at tdsfdiv90@lnjbhilwara.com on or before 31[st] July, 2025 to enable the Company to determine the appropriate withholding tax rate applicable. In case where copy of documents (such as, PAN card, Registration certificate, etc.) is provided, the copy should be self-attested by the Shareholder or its authorized signatory. Any communication in relation to tax rate determination/deduction received post 31[st] July, 2025 shall not be considered.

3. Shareholders holding shares under multiple accounts under different residential status / category and single PAN, may note that, higher of the tax rate as applicable to different residential status/ category will be considered for their entire shareholding under different accounts.

4. TDS to be deducted at higher rate in case of non-linkage of PAN with Aadhaar:

As per Section 139AA of the Act, every person who has been allotted a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN with Aadhaar. In case of failure to comply with this, the PAN allotted shall be deemed to be invalid/inoperative and tax shall be deducted at the rate of 20% as per the provisions of Section 206AA of the Act. The Company will be using the functionality of the Income-tax department for the above purpose. Provisions will be effective from July 1, 2023. Shareholders may visit htps://www.incometax.gov.in/iec/foportal/help/e-fling-linkaadhaar-faq for FAQ issued by Government on PAN Aadhaar linking.

5. In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by the shareholder, the shareholder will be responsible to indemnify the Company and provide the Company with all information / documents and co-operation in any tax proceedings.

6. In case of any discrepancy in documents submitted by the shareholder, the company will deduct tax at the highest rate applicable, without any further communication in this regard.

7. In terms of Rule 37BA of Income Tax Rules 1962 if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then deductee should file declaration with Company in manner prescribed by Rules. (Please download the Link given as Annexure 11, at the end of this communication).

8. In case of Shareholder being tax resident of Singapore, please furnish the letter issued by the competent authority or any other evidence demonstrating the non-applicability of Article 24 - Limitation of Relief under India-Singapore DTAA.

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Link for Annexures as mentoned above:-

1.	Annexure 1	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-1.pdf
2.	Annexure 2	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-2-FORM_15G.pdf
3.	Annexure 3	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-3-Form_15H.pdf
4.	Annexure 4	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-4.pdf
5.	Annexure 5	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-5.pdf
6.	Annexure 6	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-6.pdf
7.	Annexure 7	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-7.pdf
8.	Annexure 8	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-8.pdf
9.	Annexure 9	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-9.pdf
10.	Annexure 10	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-10.pdf
11.	Annexure 11	htps://hegltd.com/wp-content/uploads/2025/05/ANNEXURE-11.pdf

Please refer newspaper Notice published inter-alia informing about the communication related to Tax Deduction at source (TDS) on Dividend for the benefit of shareholders whose email IDs were not registered with the Company/ Depository Participants.

28. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING THROUGH VC/OAVM ARE AS UNDER:-

The remote e-voting period begins on Saturday, 16[th] August, 2025 at 9 A.M. (IST) and ends on Tuesday, 19[th ] August, 2025 at 5:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Wednesday, 13[th] August, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, 13[th] August, 2025.

How do I vote electronically using NSDL e-Votng system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Votng system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securites in demat mode with NSDL.	1. For OTP based login you can click onhtps://eservices.nsdl.com/SecureWeb/evotng/ evotnglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcaton code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. 2. ExistngIDeASuser can visit the e-Services website of NSDL Viz.htps://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’secton, this will prompt you to enter your existng User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services under Value added services. Click on“Access to e-Votng”under e-Votng services and you will be able to see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period or joining virtual meetng& votngduringthe meetng.

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Type of shareholders Login Method

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1. If you are not registered for IDeAS e-Services, option to register is available at htps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing holding securities in user id and password. Option will be made available to reach e-Voting page without any demat mode with CDSL further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

2. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevotng@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evotng@cdslindia.comor contact at toll free no. 1800 -21-09911

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Votng website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at htps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a)	For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 134411 then user ID is 134411001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

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• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id : and password and registration of e mail ids for e-voting for the resolutions set out in this notice

  - a. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to heg.investor@lnjbhilwara.com or helpdeskdelhi@mcsregistrars.com.

  - b. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to heg.investor@lnjbhilwara.com or helpdeskdelhi@mcsregistrars.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at **step 1 (A** ) i.e. **Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.**

  - c. Alternatively shareholders/members may send a request to evotng@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

  - d. **In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.**

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a. Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evotng.nsdl.com.

• b. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evotng.nsdl.com.

• c. If you are still unable to get the password by aforesaid two options, you can send a request at evotng@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meetng on NSDL e-Votng system.

How to cast your vote electronically and join General Meetng on NSDL e-Votng system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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1. Now you are ready for e-Voting as the Voting page opens.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cssaket.associates@gmail.com with a copy marked to evotng@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evotng.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evotng.nsdl.com or call on 022-4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evotng@nsdl.com.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM through VC/OAVM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/ OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at queries.agm53@lnjbhilwara.com. The same will be replied by the company suitably.

29. PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

Members desiring any information/clarification on the accounts or any matter to be placed at the AGM are requested to write to the Company at queries.agm53@lnjbhilwara.com before Wednesday, 13[th] August, 2025 to enable the management to keep information ready at the AGM. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio no., mobile number at queries.agm53@lnjbhilwara.com before Wednesday, 13[th] August, 2025 . Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The other members desiring to seek information/clarification during the AGM may ask through the chat box facility provided by NSDL. Queries that remain unanswered at the AGM will be appropriately responded by the Company at the earliest post the conclusion of the AGM.

The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.

30. DECLARATION OF RESULTS

1. Mr. Saket Sharma, a Practicing Company Secretary (Certificate of Practice No. 2565, Membership No. FCS 4229), Partner, M/s. GSK & Associates has been appointed as the Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair and transparent manner.

2. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

3. The results shall be declared not later than two working days from conclusion of the meeting by posting the same on the website of the Company (www.hegltd.com), website of NSDL (www.evotng.nsdl.com) and by filing with the BSE Ltd. and National Stock Exchange of India Ltd. It shall also be displayed on the Notice Board at the Registered Office & Corporate Office of the Company.

4. Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of the Meeting i.e. Wednesday, 20[th] August, 2025 .

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 5:

Members may note that Smt. Vinita Singhania (Presently aged: 73 Years 2 Months) (DIN: 00042983), is presently a Non-Executive NonIndependent Director, liable to retire by rotation.

Members may also note that pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company shall take the approval of Shareholders by passing special resolution for continuation of any Non-Executive Director before attaining the age of 75 years. Smt. Vinita Singhania will attain the age of 75 years on March 12, 2027 in FY 2026-27, hence approval by way of Special Resolution is placed before the shareholders in order to comply with the provision of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015.

Member may also note that apart from being a Director on the Board, Smt. Vinita Singhania is also member of Corporate Social Responsibility and ESG Committee and has been effectively performing her duties and providing valuable guidance to the Company in key strategic matters from time to time.

Smt. Vinitia Singhania is an Industrialist with diversified and rich business experience. She is the Chairman and Managing Director of JK Lakshmi Cement Ltd and has a very long experience of managing cement business in particular. She also hold directorship in various other Listed and Un-listed Companies. She was the first woman to get elected as President of the Cement Manufacturers’ Association for 2 years consecutively. She also headed the National Council for Cement and Building Materials. She was also an active member of the Inner Wheel Club of Delhi Midtown, the FICCI Ladies Organization (she actively took part as a delegate to different countries like the USA, Germany, Iran, UK, Switzerland, etc.) and a host of social institutions. Smt. Vinita Singhania received numerous accolades for her exceptional contributions to the industry and the business world.

The Board evaluated the performance of Smt. Vinita Singhania on the basis of criteria laid down in the Nomination and Remuneration Policy of the Company and expressed their satisfaction over her performance as a Non-Executive Non-Independent Director of the Company.

The Board is of the opinion that Smt. Vinita Singhania rich and diverse experience is a valuable asset to the Company which adds value and enriched point of view during Board discussions and decision making. She is also a person of integrity who possesses required expertise and the Board considers that her continued association would be of immense benefit to the Company and it is desirable to avail her services as Non-Executive Non-Independent Director, liable to retire by rotation.

Smt. Vinita Singhania is concerned or interested in this resolution of the accompanying notice related to her continuation as NonExecutive Non-Independent Director and her relative are concerned or interested to the extent of their shareholding, if any, in the Company. None of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested financially or otherwise, in the said resolution. This statement may also be regard as an appropriate disclosure under the Listing Regulations.

The Board recommends the special resolution as set out at Item No.5 of the Notice for approval by the shareholders.

ITEM NO. 6:

Members may note that pursuant to provisions of Section 204 of the Companies Act, 2013, and relevant rules thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), every listed company is required to annex with its Board’s Report, a secretarial audit report, issued by a Practising Company Secretary. For this purpose, the Board of Directors of the Company had appointed M/s GSK & Associates, a firm of Practising Company Secretaries (Firm Registration No. P2014UP036000), as Secretarial Auditors of the Company for the financial year 2024-25 and they have issued their report which is annexed to the report of the Board of Directors of the Company as a part of the Annual Report.

SEBI vide its notification dated December 12, 2024, amended the Listing Regulations. The amended regulations require companies to obtain shareholders’ approval for appointment of Secretarial Auditors, in addition to approval by the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

In light of the aforesaid, the Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/s. GSK & Associates, a firm of Practising Company Secretaries, as the Secretarial Auditors of the Company for a first term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030, subject to approval of the Shareholders.

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M/s. GSK & Associates is a renowned form of Practicing Company Secretaries dealing in matter of Secretarial Affairs, Corporate ReStructuring, Capital Issues, Initiative & Liaising. The firm has Proficiency in Secretarial Audits, public issue of capital including GDR issue, spearheading Acquisition, Business Valuation and Corporate Re-structuring projects encompassing development of strategy, due diligence and documentation activities.

Furthermore, in terms of the amended regulations, M/s. GSK & Associates has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. M/s. GSK & Associates has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest. M/s. GSK & Associates has further furnished a declaration that they have not taken up any prohibited nonsecretarial audit assignments for the Company, its holding and subsidiary companies.

The proposed remuneration to be paid to M/s. GSK & Associates for the Financial Year 2025-26 is Rs. 75,000/- (Rupees Seventy Thousand Only) plus applicable taxes and out-of pocket expenses. Besides the audit services, the Company would also obtain certifications which are to be mandatorily received from the Secretarial Auditors under various statutory regulations from time to time, for which the auditors will be remunerated separately on mutually agreed terms.

The Board of Directors (or any officer authorized by the board) may alter or vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

None of the Directors and Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise, in this resolution. This statement may also be regard as an appropriate disclosure under the Listing Regulations.

The Board recommends the Ordinary Resolution set out at Item No.6 of the notice for approval by the shareholders.

ITEM NO. 7:

Upon the recommendation of the Audit Committee, the Board of Directors at their meeting held on 19[th] May, 2025 have approved the appointment of M/s. N.D. Birla & Co., Cost Accountants (Firm Registration Number 000028) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026, at a remuneration of Rs. 3,00,000/- (Rupees Three Lakhs only) plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the remuneration payable to the Cost Auditor has to be ratified by the members.

None of the Directors & Key Managerial Personnel of the Company, and/or their relatives are, in any way, concerned or interested, financially or otherwise in the aforesaid Resolution.

The Board recommends the Ordinary Resolution set out at Item No.7 of the notice for approval by the shareholders.

By order of the Board of Directors For HEG Limited Sd/- (Vivek Chaudhary) Place : Noida (U.P.) Company Secretary Date: 19[th] May, 2025 ACS: 13263

Registered Office

Mandideep (Near Bhopal) Distt.Raisen - 462046, (M.P.) CIN: L23109MP1972PLC008290 E-mail: heg.investor@lnjbhilwara.com Website: www.hegltd.com Phone: 07480-233524 to 233527, 405500

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- A

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For kind atenton of Physical Shareholders / Investors

Sub: SEBI provided Special Window for Re-lodgement of Transfer Requests of Physical Shares

As you are aware that Transfer of securities in physical mode was discontinued w.e.f. April 01, 2019 and subsequently, it was clarified by SEBI that transfer deeds lodged prior to deadline of April 01, 2019 and rejected/returned due to deficiency in the documents may be re-lodged with requisite documents on or before March 31, 2021 as cut-off date for re-lodgement of transfer deeds.

Please note that SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025 have decided to provide one more opportunity for those who missed the above deadline of March 31, 2021, by way of opening of Special Window only for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and rejected/returned/not attended due to deficiency in the The documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. weblink for the said SEBI Circular is given hereunder:

htps://hegltd.com/wp-content/uploads/2025/07/sebicircular.pdf

During this period, the securities that are re-lodged for transfer (including those requests that are pending with the listed company / RTA, as on date) shall be issued only in demat mode. Due process shall be followed for such transfer-cum-demat requests.

Concerned Investors are advised to contact or lodge their requests at our Registrar and Transfer Agent as per address given hereunder:

MCS Share Transfer Agent Limited (Unit: HEG Limited) 179-180, DSIDC Shed, 3[rd] Floor, Okhla Industrial Area, Phase – 1, New Delhi – 110020 Phone: 011-41406149 – 51 Email ID: helpdeskdelhi@mcsregistrars.com

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HEG LIMITED

CIN: L23109MP1972PLC008290

Registered Office: Mandideep (Near Bhopal), Distt. Raisen - 462 046, (M.P.) Phone: 07480-233524 to 233527, 405500 Corporate Office: Bhilwara Towers, A-12, Sector – 1, Noida – 201 301 (U.P.) Phone: 0120- 4390300 (EPABX), Fax: 0120-4277841 E-mail: heg.investor@lnjbhilwara.com Website: www.hegltd.com

Folio/DPID-CLID:

Date: 10[th] July, 2025

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Dear Shareholder,

Sub: Notice of the 53[rd] Annual General Meeting (“AGM”) of the shareholders of HEG Limited and Annual Report for FY 2024-25

We are pleased to inform you that the 53[rd] Annual General Meeting ('AGM') of HEG Limited ('the Company') is scheduled to be held on Wednesday, 20[th] August, 2025 at 12:30 p.m. (IST) through Video Conference ('VC') / Other Audio-Visual Means ('OAVM') facility to transact the businesses as set out in the Notice of the AGM, in compliance with all the applicable provisions of the Companies Act, 2013 and Rules issued there under and General Circular No. 09/2024 dated 19[th] September 2024 issued by the Ministry of Corporate Affairs ("MCA") and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by the Securities and Exchange Board of India ("SEBI"), along with other applicable Circulars issued in this regard by the MCA and SEBI. In compliance with the above Circulars issued by MCA and SEBI, electronic copies of the Notice of the AGM along with Annual Report for FY 2024-25 is being sent to all the Shareholder(s) whose e-mail addresses are registered with the Company/ RTA/ Depository Participant(s).

Based on the records available with the Company and/or its Registrar and Share Transfer Agent ("RTA"), your email address is not registered against your demat account/folio number. Accordingly, we are unable to send the copy of the Notice of the AGM along with Annual Report for the financial year 2024-25 to you electronically. This is to inform you that the Notice of the AGM and Annual Report for the financial year 2024-25 can be accessed through following weblink/path and QR code:

Weblink: https://hegltd.com/wp-content/uploads/2025/07/HEG-AR-2025.pdf

Path: www.hegltd.com --------→ Investors--------→ Annual General Meeting

QR Code:

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The Annual Report of the Company is also available on the websites of National Securities Depository Limited ('NSDL') at www.evoting.nsdl.com and the website of Stock Exchanges i.e., BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') at www.bseindia.com and www.nseindia.com respectively. In case you wish to obtain an physical copy of Annual Report FY 2024-25, you may write out to heg.investor@lnjbhilwara.com mentioning your Folio No. /DP ID and Client ID.

Key details for the AGM are as under:

Sr.~~No.~~	~~Particulars~~	~~Details~~
1.	Record Date for Final Dividend	Wednesday,13~~th~~August,2025
2.	Book Closure Date	Thursday, 14~~th~~August, 2025 to Wednesday, 20thAugust, 2025 (both days inclusive).
3.	Cut-off date for Shareholders who are eligible for Voting.	Wednesday, 13~~th~~August, 2025
4.	e-Votingstart date and time	Saturday,16~~th~~August,2025(9:00 A.M)(IST)
5.	e-Voting end date and time	Tuesday, 19~~th~~August, 2025 (5:00 P.M.)(IST)
6.	Dividend payment date	Within 30 Days of AGM subject to applicable TDS.

For more details, kindly refer the Notice of the AGM.

This is also a reminder to update KYC details pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024, and to dematerialize physical securities . The circular issued by SEBI mandates all the listed companies to record PAN, Address with PIN code, Mobile Number, Bank Account details, Specimen Signature and choice of Nomination of security holders holding securities in physical mode. The security holders are requested to register their email id also to avail online services. This is applicable for all security holders holding securities in physical mode.

The formats for choice of Nomination and Updation of KYC details via; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 and relevant SEBI circulars are available on our website as per below mentioned link:

https://hegltd.com/http-hegltd-com-wp-content-uploads-2021-12-investor-service-request-pdf/ Security holders holding securities in demat mode are requested to update their email address with their respective Depository Participants (DPs).

Your kind attention is required that from April 1, 2024 onwards, in case of non-updation of PAN, Contact Details including Mobile Number, Bank Account Details and Specimen Signature, if any dividend payment is due in respect of such folios, the Company shall make such payment electronically only upon furnishing of PAN, Contact Details including Mobile Number, Bank Account details and Specimen Signature. Till such time, such unpaid dividend payment shall be kept by the Company in the Unpaid Dividend Account in terms of the Companies Act, 2013. If you have any queries, please feel free to contact our investor relations department at heg.investor@lnjbhilwara.com or our RTA at helpdeskdelhi@mcsregistrars.com

If you wish to update or change your e-mail addresses or communication address or bank details or nomination details, please approach your respective Depository Participant in case you hold shares in electronic form OR please write to the Registrar and Transfer Agent of the Company at the below address:

Name and Address	Contact Details
MCS Share Transfer Agent Limited (Unit: HEG Limited) 179-180, DSIDC Shed, 3rdFloor Okhla Industrial Area,Phase – 1 New Delhi – 110020	Phone: 011-41406149 – 51, Fax: 011-41709881 E-mail Id: helpdeskdelhi@mcsregistrars.com

Yours faithfully, For HEG Limited

Sd/Vivek Chaudhary Company Secretary & Compliance Officer A-13263