Directors Report of Hariom Pipe Industries Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 18^th Annual Report on the business and operations of the Company (''''the Company''''
or "HPIL”), together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025
(FY 2024-25).

1. FINANCIAL PERFORMANCE AND OPERATIONS

(i) Financial Results

The Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2025, are
prepared in accordance with the relevant applicable Indian Accounting Standards ("IND AS") and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").

The key highlights of Standalone and Consolidated financial performance for the financial year ended March 31, 2025, as compared
with the previous financial year is summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24*
Revenue from operations	1,35,704.88	1,15,318.77	1,35,704.88	1,15,318.77
Other income	289.47	519.71	289.47	519.71
Total Revenue	1,35,994.35	1,15,838.47	1,35,994.35	1,15,838.47
Profit before Depreciation, Finance Costs and Tax Expense	17,832.07	14,379.14	17,832.07	14,379.14
Less: Depreciation	5,030.61	3,386.58	5,030.61	3,386.58
Less: Finance Cost	4,491.24	3,256.32	4,491.24	3,256.32
Profit/(Loss) before Tax (PBT)	8,310.22	7,736.25	8,310.22	7,736.25
Total Tax Expenses	2,137.62	2,056.30	2,137.62	2,056.30
Profit/(Loss) after Tax (PAT)	6,172.60	5,679.95	6,172.60	5,679.95

* Note: The Consolidated Financial Statements include the financial statements of Hariom Power and Energy Private Limited, a wholly owned Indian
subsidiary incorporated on March 19, 2025. As the subsidiary was incorporated during the current financial year, the comparative figures for the
previous year represent the standalone financial statements of the parent company only and are therefore not comparable.

(ii) Operational Review

During the year under review, the Company has registered
a total income of Rs.1,35,994.35 Lakhs, reflecting a robust
growth of 18% as against H 1,15,838.47 Lakhs in the previous
financial year. The Net Profit for the year stood Rs.6,172.60
Lakhs, marking an increase of 9% as against the Net Profit of
Rs.5,679.95 Lakhs in the previous financial year. The Earnings
Per Share (EPS) for the year was Rs.20.25/-.

The Company is focusing on sustainable manufacturing
practice, actively engaging with customers to nurture long¬
term partnerships while also exploring opportunities to
establish new relationships. The Board of Directors are
optimistic about the expansion of the market and believes
that the continued emphasis on sustainable manufacturing
process will contribute positively to the Company''s
performance and revenue growth in the coming years.

2. DIVIDEND

The Board of Directors is pleased to recommend a dividend
@6.1%, i.e. Rs.0.61/- (Sixty-One Paisa only) per equity
share of face value of Rs.10/- each, as final dividend for the
FY 2024-25, subject to the approval by the Shareholders
at the ensuing Annual General Meeting. The payment of
dividend will be subject to deduction of applicable taxes and
shall be payable to those Shareholders whose name appears
in the Register of Members (including Beneficial Owners)

as on the record date i.e., September 23, 2025. The final
dividend for the FY 2024-25 would involve cash outflow of
Rs.1,88,90,046.29/- (Rupees One Crore Eighty-Eight Lakhs
Ninety Thousand Forty-six and twenty-nine paise only).

The Dividend Distribution Policy, pursuant to Regulation 43A
of SEBI Listing Regulations has been hosted on the Company''s
website and can be accessed at https://www.hariompipes.
com/pdf/policies/Dividend-Distribution-Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, no amount was proposed to be
transferred to any reserves.

4. SHARE CAPITAL

(i) Authorized Capital

During the year under review, the Authorized Share Capital
of the Company was increased from Rs.40,00,00,000/- to
Rs.50,00,00,000/-. The Authorized Share Capital of the
Company is Rs.50,00,00,000/- (Rupees Fifty Crores only)
divided into 4,66,83,800 (Four Crore Sixty-Six Lakhs Eighty-
Three Thousand and Eight Hundred) Equity Shares of Rs.10/-
(Rupees Ten only) each and 33,16,200 (Thirty-Three Lakhs
Sixteen Thousand and Two Hundred) 0% Series A redeemable
Non-Cumulative Preference Shares of Rs.10/- (Rupees Ten
only) each as on March 31, 2025.

(ii) Paid-up Capital

During the year under review, the Paid-up Share Capital
of the Company was increased from Rs.31,81,51,260/- to
Rs.33,91,72,890/-. The total Paid-up Share Capital of the
Company is Rs.33,91,72,890/- (Thirty-Three Crore Ninety-
One Lakhs Seventy-Two Thousand Eight Hundred and Ninety
only) divided into 3,09,67,289 (Three Crore Nine Lakhs
Sixty Seven Thousand Two Hundred and Eighty Nine) Equity
Shares of Rs.10/- each and 29,50,000 (Twenty Nine Lakhs
Fifty Thousand) Preference Shares of Rs.10/- each as on
March 31, 2025.

a) The Board of Directors vide resolution passed by
circulation on June 24, 2024 has allotted 20,93,825
Equity Shares at an issue price of Rs.345/- each (i.e.,
of the face value of Rs.10/- each and at a premium of
Rs.335/- each), consequent to the exercise of 20,93,825
Convertible Warrants allotted on preferential basis.

b) The Board of Directors vide resolution passed by
circulation on September 30, 2024 has allotted 8,338
Equity Shares at an issue price of Rs.345/- each (i.e.,
of the face value of Rs.10/- each and at a premium of
Rs.335/- each), consequent to the exercise of 8,338
Convertible Warrants allotted on preferential basis.

5. PREFERENTIAL ISSUE

The Shareholders of the Company, at the Extraordinary
General Meeting held on February 20, 2023, approved
the issuance of 21,44,000 Equity Shares and 33,71,000
Convertible Warrants on a preferential basis at an issue price
of Rs.345/- each. In-principal approval for the said issuance
were received from BSE Limited and National Stock Exchange
of India Limited on March 24, 2023 and March 27, 2023,
respectively, for the allotment of 21,43,500 Equity Shares and
33,69,500 Convertible Warrants.

During the year under review, the Company further allotted
20,93,825 and 8,338 Equity Shares on June 24, 2024 and
September 30, 2024 respectively pursuant to the conversion
of warrants issued on preferential basis.

In accordance with the terms of the issue, 375 and 6,340
convertible warrants issued to the allottees pursuant to
Board Resolution dated March 31, 2023 and April 06, 2023,
which were partly paid and entitled the holders to apply for
equity shares within the prescribed period, have lapsed on
September 30, 2024, and October 6, 2024, respectively, due
to non-exercise within the stipulated time. As per the terms of
issue, the upfront amount received on such warrants stands
forfeited and shall be credited to the Capital Reserve under
Other Equity in the books of account. No equity shares will be
allotted against the said warrants.

The funds raised through the aforementioned preferential
issue are being utilized by the Company towards meeting the
Company''s working capital requirements. There has been no
deviation or variation in the stated use of proceeds, during the
year under review.

6. CHANGE IN THE NATURE OF THE BUSINESS,

IF ANY

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

7. DEPOSITS FROM PUBLIC

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

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES

During the year under review, the Company did not have
any Joint Ventures or Associate Companies. However, the
Company has one (1) subsidiary company in the name of
"Hariom Power and Energy Private Limited" which was
incorporated on March 19, 2025, as a wholly owned subsidiary
of the Company.

A statement containing the salient features of the financial
statements of the subsidiary for the financial year ended
March 31, 2025, in the prescribed Form AOC-1 (Pursuant
to first proviso to sub-Section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies
(Accounts) Rules, 2014) as amended from time to time, is
annexed as “BR_Annexure - I” to this Annual Report.

The policy for determining material subsidiaries of the
Company has been hosted on the Company''s website and
can be accessed at https://www.hariompipes.com/pdf/
Material%20Subsidiarv%20Policv%20-%20Updated.pdf.

9. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The detailed report on the Management Discussion and
Analysis for the year under review as stipulated under
Regulation 34(2)(e) read with Schedule V (B) of the SEBI
Listing Regulations is presented in a separate section and
forms part of this Annual Report. The Audit Committee of
the Company has reviewed the Management Discussion
and Analysis Report in accordance with the provisions
of SEBI Listing Regulations for the financial year ended
March 31, 2025.

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

Particulars pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo
for the financial year ended March 31, 2025, pursuant
to the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended from time to time are annexed as
“BR_Annexure - II” to this Annual Report.

11. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

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

a) Directors Retiring by Rotation

I n compliance with the provisions of Section 152 of the
Companies Act, 2013 and Article of Association of the
Company, Mr. Soumen Bose, Non-Executive Director, retires
by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment. The Board of
Directors recommends his re-appointment. Brief profile of
Mr. Soumen Bose has been provided in the notice and forms a
part of this Annual Report.

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

During the year under review, there were no changes in the
Board of Directors of the Company.

c) Key Managerial Personnel

I n compliance with the provisions of Section 203 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
there were no changes in the Key Managerial Personnel of the
Company during the year under review.

As on March 31, 2025, the Company has following
Key Managerial Personnel:

S. No.	Name of KMP	Designation
1.	Mr. Rupesh Kumar Gupta	Managing Director
2.	Mr. Sailesh Gupta	Whole-time Director
3.	Mr. Amitabha Bhattacharya	Chief Financial Officer
4.	Mrs. Rekha Singh	Company Secretary & Compliance Officer

Remuneration and other matters provided in Section 178(3)
of the Companies Act, 2013 have been disclosed in the
Corporate Governance Report, which forms a part of this
Annual Report.

d) Meetings of the Board

During the year under review, seven (7) meetings of the Board
of Directors were convened and held. The intervening gap
between the meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI Listing Regulations.
The details of Board of Directors meetings and other details
are provided in the Corporate Governance Report which forms
a part of this Annual Report.

e) Independent Directors

(i) Statement of Declaration given by
Independent Directors:

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

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

(ii) Meeting of Independent Directors

Meeting of the Independent Directors, held without the
presence of Non-Independent Directors and Members
of Management took place on March 31, 2025. The
Independent Directors inter-alia has reviewed and
evaluated the performance of Non-Independent
Directors, the Committees, the Managing Director
and the Board of Directors as a whole, along with the
performance of the Chairperson of the Board of Directors
and assessed the quality, quantity and timeliness of the
flow of information between the Management and the
Board of Directors, that is necessary to effectively and
reasonably perform their duties.

(iii) Familiarization Programmes for
Independent Directors

In accordance with the requirements of SEBI Listing
Regulations, all the Independent Directors are
familiarized with their roles, rights and responsibilities
in the Company at the time of appointment and also
on a recurrent basis. The details of the familiarization
programme imparted to Independent Directors of the
Company during FY 2024-25 has been hosted on the
Company''s website and can be accessed at https://
www.hariompipes.com/pdf/details-of-familiarization-
programmes/familiarization-and-induction-program-
for-independent-directors-2024-25.pdf.

f) Committee of the Board and details of meetings

The various Committees constituted by the Board of Directors,
as stipulated under the Companies Act, 2013 and SEBI Listing
Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee;

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

(v) Risk Management Committee.

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

During the year under review, six (6) meetings of the Audit
Committee, one (1) meeting of Nomination and Remuneration
Committee, one (1) meeting of Stakeholders Relationship
Committee, one (1) meeting of Corporate Social Responsibility
(CSR) Committee and two (2) meetings of Risk Management
Committee were convened and held. Brief details pertaining
to composition, terms of reference, meetings held and
attendance of these Committees, during the year has been
enumerated in the Corporate Governance Report, which
forms a part of this Annual Report.

g) Appointment of Directors and
Remuneration Policy

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

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

12. BOARD EVALUATION

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

Based on the criteria set by NRC, the Board of Directors has
carried out annual evaluation of its own performance, its
committees and individual Directors for FY 2024-25.

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

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

13. RELATED PARTY TRANSACTIONS

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

I n compliance with the requirements of the SEBI Listing
Regulations, the Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transaction
as approved by the Board of Directors has been hosted on
the Company''s website and can be accessed at https://www.
hariompipes.com/pdf/policv-on-related-partv-transaction.pdf

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

14. COMPLIANCE WITH SECRETARIAL STANDARDS

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures,
if any;

b. They had selected such accounting policies and applied
them consistently and made judgments and estimates
that were reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company and
the statement of profit and loss of the Company for the
financial year ended March 31, 2025;

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

d. They had prepared the annual accounts for the financial
year ended March 31, 2025 on a ''going concern basis'';

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

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

16. AUDITORS AND AUDIT REPORT

(i) Statutory Auditors and Statutory Auditor’s Report

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

The Independent Auditors'' Reports issued by M/s. R Kabra
& Co. LLP, Chartered Accountants, Statutory Auditors of
the Company on the Financial Statements (Standalone and
Consolidated) for the FY 2024-25 is unmodified and do not
contain any qualification, reservation, or adverse remark or
disclaimer. The Statutory Auditor''s Report is enclosed with the
Financial Statements and forms a part of this Annual Report.

Reporting of Frauds by Auditors

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

(ii) Cost Auditors and Cost Audit Report

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

The Board of Directors based on the recommendation of Audit
Committee has re-appointed M/s. Sheshadri & Associates,
Cost Accountants, (Firm Registration No. 101476) as the Cost
Auditors of the Company for conducting the cost audit for the
FY 2025-26. The necessary consent letter and certificate
of eligibility was received from the cost auditors confirming
their eligibility to be reappointed as the Cost Auditors of
the Company. Further, a resolution seeking shareholders''
approval for ratifying the remuneration payable to the Cost
Auditors for the FY 2025-26 has been included in the notice
convening 18^th Annual General Meeting for their ratification.

The Cost accounts and records as required to be maintained
under Section 148(1) of the Companies Act, 2013 are duly
made and maintained by the Company.

Cost Audit Report

The Cost Audit Report for the FY 2024-25 shall be filed with
the Central Government within the stipulated timeline.

Maintenance of Cost Records

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

(iii) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
based on the recommendations of the Audit Committee,
the Board of Directors have approved the appointment of
M/s. VSSK & Associates, a Peer Reviewed Firm of Company
Secretaries in Practice as Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years, commencing from the
conclusion of the ensuing 18^th Annual General Meeting until
the conclusion of 23^rd Annual General Meeting to be held in
the year 2030, subject to the approval of the shareholders at
ensuing Annual General Meeting.

M/s. VSSK & Associates, have given their consent to act as
Secretarial Auditors of the Company and confirmed that their
proposed appointment, if approved, would be within the
prescribed limits under the Companies Act, 2013, the Rules
made thereunder and SEBI Listing Regulations. They have
further confirmed that they are not disqualified to be appointed
as Secretarial Auditors in accordance with the provisions of
the Companies Act, 2013 and SEBI Listing Regulations.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of SEBI Listing Regulations, a Secretarial Audit
Report for FY 2024-25 given by the Secretarial Auditors in
prescribed Form No. MR-3 is annexed as “BR_Annexure - IV"
to this Annual Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark
or disclaimer.

Annual Secretarial Compliance Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of SEBI Listing Regulations, an Annual
Secretarial Compliance Report for the financial year ended
March 31, 2025 on compliance of all applicable SEBI
Regulations and circulars/guidelines issued thereunder, was
obtained from M/s. VSSK & Associates, Secretarial Auditors
and submitted to the stock exchanges.

(iv) Internal Auditors and Internal Audit Report

Pursuant to the provisions of Section 138 and other
applicable provisions of the Companies Act, 2013 and SEBI
Listing Regulations, the Board of Directors based on the
recommendation of the Audit Committee has re-appointed
M/s. Ravi Ladia & Co., Chartered Accountants (Firm Regn.
No.014255s), as an Internal Auditors of the Company for the
FY 2025-26. M/s. Ravi Ladia & Co., have confirmed their
willingness to be re-appointed as an Internal Auditors of the
Company and are submitting their reports on quarterly basis.

17. CREDIT RATINGS

During the year under review, CRISIL Ratings Limited has assigned the following rating vide its letter dated March 29, 2025, to
the Company:

Facility	Tenure	Previous Rating	Current Ratings
Fund Based	Long-Term	CRISIL A-/Stable	CRISIL A-/Stable
Non-Fund Based	Short-Term	CRISIL A2	CRISIL A2

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

I n compliance with the provisions of Section 135 and
Schedule VII of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, the Company has constituted Corporate
Social Responsibility (CSR) Committee of three Directors,
Mr. Rupesh Kumar Gupta, Mr. Sailesh Gupta and Mr. Pramod
Kapoor Kumar. The Chairperson of the committee is an
Executive Director. During the year under review, the
Company has spent a total sum of Rs.1,20,99,528/- on the
CSR activities as approved by the CSR Committee.

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

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

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

20. QUALITY AND SYSTEMS

During the year under review, the Company continues to
maintain its certification under the Integrated Management
Systems with certifications under ISO 9001:2015 (Quality
Management System), ISO 14001:2015 (Environmental
Management System), ISO 45001:2018 (Occupational Health
& Safety Management System).

21. CODE OF CONDUCT

In compliance with Regulation 17(5) of SEBI Listing
Regulations, the Company has a comprehensive Code
of Conduct (''the Code'') in place applicable to all the
Senior Management Personnel and Directors including
Independent Directors to such extent as may be applicable
to them depending on their roles and responsibilities.

The Code provides guidance on ethical conduct of business
and compliance of law. The Code has been hosted on the
Company''s website and can be accessed at https://www.
hariompipes.com/pdf/code-of-conduct/Code-of-Conduct-
for-Board-and-Senior-Management.pdf.

The Board of Directors and Senior Management Personnel
have affirmed compliance with the respective Code of
Conduct, as applicable to them for the financial year ended
March 31, 2025. A declaration to this effect, signed by the
Managing Director in terms of the Listing Regulations, which
forms a part of this Annual Report.

22. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of
the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rule, 2014, the Annual
Return of the Company for the financial year ended March
31, 2025, has been hosted on the Company''s website, which
can be accessed at https://www.hariompipes.com/investor-
relations-annual-return.php.

23. CORPORATE GOVERNANCE REPORT

The Directors reaffirm their continued commitment to
adhere to the highest standards of Corporate Governance.
In compliance with the Regulation 34(3) read with Schedule
V(C) of SEBI Listing Regulations and Companies Act, 2013,
the Corporate Governance Report for the financial year
ended March 31, 2025 as stipulated under the SEBI Listing
Regulations, forms a part of this Annual Report. The requisite
certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Regulations forms a part of this
Annual Report.

24. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI Listing
Regulations read with SEBI Circular SEBI/HO/CFD/CMD-2/P/
CIR/2021/562 dated May 10, 2021, the BRSR for the FY 2024¬
25, describing the initiatives taken by the Company from an
environment, social and governance (ESG) perspective, forms
a part of this Annual Report. In addition to the BRSR, the
Annual Report of the Company provides an insight on various
ESG initiatives adopted by the Company.

25. COMPANY’S POLICIES

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

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

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

27. NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Committee works with
the Board of Directors to determine the appropriate
characteristics, skills and experience for the Board of
Directors as a whole and its individual shareholders with
an objective of having a Board of Directors with diverse
backgrounds and experience. Characteristics expected
from all Directors include independence, integrity, high
personal and professional ethics, sound business judgment,
ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner. Policy
on appointment and removal of Directors, Key Managerial
Personnel (KMP), Senior Management and their remuneration,
specifying criteria for evaluation of performance and process,
has been hosted on the Company''s website and can be
accessed at https://www.hariompipes.com/pdf/policies/
nomination-and-remuneration-policv.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

29. RISK MANAGEMENT POLICY

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

The Board of Directors has constituted a Risk Management
Committee and formulated a policy on Risk Management in
accordance with the Companies Act, 2013 and Regulation 21
of SEBI Listing Regulations to frame, implement and monitor
the risk management plan and ensuring its effectiveness.
The details of the Committee, its terms of reference and

meeting details are set out in the Corporate Governance
Report, which forms a part of this Annual Report. The Policy
on Risk Management of the Company has been hosted on
the Company''s website and can be accessed at https://www.
hariompipes.com/pdf/policies/Risk-Management-Policy-
new.pdf.

30. PARTICULARS OF EMPLOYEES

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

31. PREVENTION OF INSIDER TRADING AND
CODE OF FAIR DISCLOSURE

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

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

32. POLICY ON SEXUAL HARASSMENT

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

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

for redressal of complaints related to sexual harassment and
follows the guidelines provided in the Policy which has been
hosted on the Company''s website and can be accessed at
https://www.hariompipes.com/pdf/hariom-posh-policy.pdf.

During the financial year ended March 31, 2025, the status
of complaints pertaining to sexual harassment have been
reported as follows:

S. No	Particulars	Number
1.	Number of Complaints of Sexual Harassment Received in the Year	0
2.	Number of Complaints disposed of during the year	0
3.	Number of Cases Pending for more than ninety days	0

33. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the
provisions of the Maternity Benefit Act, 1961. The Company
is committed to foster a supportive and inclusive work
environment and regularly monitor the compliances to uphold
the rights and welfare of women employees in adherence to all
the statutory obligations relating to maternity benefits.

34. LISTING STATUS

The Equity Shares of the Company are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The annual listing fees for the FY 2025-26 have been paid to
both the exchanges. The Company has also paid the Annual
Custody Fee to the National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited
(CDSL) for the FY 2025-26.

35. REVISION MADE IN FINANCIAL STATEMENTS/
BOARD’S REPORT

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

36. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

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

37. PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

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

38. MATERIAL CHANGES AND COMMITMENTS

The material events that have occurred after the close of the

financial year till the date of this report are as follows:

1. Approval for alternation of the Objects Clause of the
Memorandum of Association (MOA) of the Company
through postal ballot on April 10, 2025.

2. Approval for the execution of 99 years long-term lease
agreement, for land, factory building and plant &
machinery owned by M/s. Ultra Pipes and Mr. Sailesh
Gupta, at the Board of Directors meeting held on
May 09, 2025.

Earlier, the Board of Directors, at its meeting held
on May 27, 2024, approved the acquisition of the
Operating Assets (Building and Plant & Machinery)
of M/s. Ultra Pipes through outright purchase, which
was subsequently revised at the Board of Directors
meeting held on March 06, 2025 with a 40 years Lease
Agreement. The Lease period was further revised to 99
years as aforesaid.

3. Re-designation of Senior Management Personnel:
Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors
approved the re-designation of the following individual
as the Senior Management Personnel of the Company
with effect from May 09, 2025:

(i) Mr. Ashish Agarwal has been re-designated as GM
Sales & Marketing, Hyderabad Division;

(ii) Mr. Deepak Kumar has been re-designated as
CGM Operations, Hyderabad Division;

(iii) Mr. Sathyan Gangadharan has been re-designated
as GM Operations, Perundurai, Tamil Nadu
Division; and

(iv) Mr. Ramesh K has been re-designated as GM Sales
& Marketing, Tamil Nadu Division.

4. Appointment of Mr. Ansh Golas (DIN:11225536) as
an Additional Director w.e.f., August 08, 2025 to hold
office till the ensuing Annual General Meeting and
further appointed as a Whole-time Director (Designated
Executive Director) for a period of 3 (three) years
w.e.f., August 08, 2025, not liable to retire by rotation,
subject to approval of Members at ensuing Annual
General Meeting.

5. Increase in the overall limit under Section 180(1)(c)
&(a) of Companies Act, 2013 enabling the Company
to borrow up to Rs.2,000 Crore including present
borrowings, and Creation/Modification of Charge on the
movable and immovable properties of the Company,
subject to approval of the Members at ensuing Annual
General Meeting.

Except as stated above, there are no other material
changes and commitments, affecting the financial
position of the Company, that have occurred between
the close of the financial year ended March 31, 2025 and
the date of this Board''s Report.

39. GENERAL

During the year under review, the Directors notify that no
disclosure or reporting is required in respect of the following
items as there were no transactions related to following items:

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

(ii) I ssue of shares (including sweat equity shares) to
employees of the Company under any scheme.

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

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

40. HUMAN RESOURCE

The Company considers its Human Resources as the key
to achieve its objectives. Keeping this in view, the Company
takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of

performance. The unflinching commitment of employees is
the driving force behind the Company''s vision. The Company
appreciates the spirit of its dedicated employees.

41. ACKNOWLEDGMENT

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

For and on behalf of the Board
Hariom Pipe Industries Limited

Sd/- Sd/-

Rupesh Kumar Gupta Sailesh Gupta

Managing Director Whole-time Director

DIN: 00540787 DIN: 00540862

Date: 30-08-2025
Place: Hyderabad

---

Mar 31, 2024

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

1. FINANCIAL PERFORMANCE AND OPERATIONS:

(i) Financial Results:

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

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

Amount in ? Lakhs

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	1,15,318.77	64,371.21
Other Income	519.71	74.82
Total Revenue	1,15,838.47	64,446.03
Profit before Depreciation, Finance Cost and Tax Expense	14,379.14	8,263.15
Less: Depreciation	3,386.58	942.45
Less: Finance Cost	3,256.32	1,038.04
Profit/(Loss) before Tax (PBT)	7,736.25	6,282.66
Total Tax Expenses	2,056.30	1,661.86
Profit/(Loss) after Tax (PAT)	5,679.95	4,620.80

(ii) Operational Review:

2. DIVIDEND:

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

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

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

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

3. TRANSFER TO RESERVES:

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

4. SHARE CAPITAL:

(i) Authorised Capital:

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

(ii) Paid-up Capital:

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

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

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

5. PREFERENTIAL ISSUE:

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

On April 6, 2023, the Company allotted 2,750 equity shares and 7,500 convertible warrants, with trading approval for the equity shares granted on

June 5, 2023, from both stock exchanges.

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

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

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

7. DEPOSITS FROM PUBLIC:

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

8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

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

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Seven (7) Directors with an optimum combination of Executive, Non-Executive and Independent

Directors including two Women Directors and three Independent Directors. The details of Board and Committee composition, tenure of directors, number of meetings and other details are provided in the Corporate Governance Report which forms a part of this Annual Report.

a) Directors Retiring by Rotation:

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

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

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

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

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

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

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

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

c) Key Managerial Personnel:

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

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

contributions and dedicated service during his tenure.

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

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

NAME OF KMP''s DESIGNATION NO.
1	Mr. Rupesh Kumar Gupta	Managing Director
2	Mr. Amitabha Bhattacharya	Chief Financial Officer
3	Mrs. Rekha	Company Secretary &
	Singh	Compliance Officer

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

d) Meetings of the Board:

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

e) Independent Directors:

(i) Statement of Declaration given by Independent Directors:

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

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

Directors maintained with Indian Institute of Corporate Affairs.

(ii) Meeting of Independent Directors:

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

(iii) Familiarization Programmes for Independent Directors:

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

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

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

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee;

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

(v) Risk Management Committee.

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

During the year under review, four (4) meetings of the Audit Committee, three (3) meetings of Nomination and Remuneration Committee, one (1) meeting of Stakeholders Relationship

Committee, one (1) meeting of Corporate Social Responsibility (CSR) Committee and two (2) meetings of Risk Management Committee were convened and held.

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

(g) Appointment of Directors and Remuneration Policy:

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

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

12. BOARD EVALUATION:

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

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

The performance evaluation of the Board was conducted based on key attributes such as composition, administration, corporate governance, independence from Management, safeguarding

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

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

13. RELATED PARTY TRANSACTIONS:

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

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

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

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

16. AUDITORS AND AUDIT REPORT:

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

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

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

Reporting of Frauds by Auditors:

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

(ii) Cost Auditors and Cost Audit Report:

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

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

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

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

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

Maintenance of Cost Records:

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

(iii) Secretarial Auditors and Secretarial Audit Report:

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

Annual Secretarial Audit Report:

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

Annual Secretarial Compliance Report:

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

(iv) Internal Auditors and Internal Audit Report:

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

17. CREDIT RATINGS:

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

Facility	Tenure	Previous Rating	Current Ratings
Fund Based	Long Term	CRISIL A-/Stable (Reaffirmed)	CRISIL A-/Stable
Non-Fund Based	Short Term	CRISIL A2 (Reaffirmed)	CRISIL A2

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

20. QUALITY AND SYSTEMS:

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

21. CODE OF CONDUCT:

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

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

22. ANNUAL RETURN:

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

23. CORPORATE GOVERNANCE REPORT:

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

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

25. COMPANY''S POLICIES:

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

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

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

27. NOMINATION AND REMUNERATION POLICY:

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

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

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

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

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

The salient features of this policy are:

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

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

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

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

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

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

29. RISK MANAGEMENT POLICY:

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

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

30. PARTICULARS OF EMPLOYEES:

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

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

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

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

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

32. POLICY ON SEXUAL HARASSMENT:

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

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

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

33. LISTING STATUS:

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

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

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

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

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

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

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

37. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

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

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

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

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

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

38. GENERAL:

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

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

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

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

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

39. HUMAN RESOURCE:

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

40. ACKNOWLEDGEMENT:

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

For and on behalf of the Board Hariom Pipe Industries Limited

Sd/- Sd/-

Rupesh Kumar Gupta Sailesh Gupta

Managing Director Whole-time Director

DIN:00540787 DIN:00540862

Date: August 09, 2024 Place: Hyderabad

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Mar 31, 2023

BOARD’S REPORT

Dear Members,

The Board of Directors is delighted to present the report on the Business and Operations of Hariom Pipe Industries Limited
(‘‘the Company’’ or “HPIL”), along with the audited financial statements, for the financial year ended 31^st March 2023.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board’s Report is prepared
based on the standalone financial statements of the Company for the year under review.

Financial Results:

Key highlights of standalone financial performance for the year ended 31^st March 2023, are summarised as under:

Particulars	FY 2022-23	FY 2021-22
Income from operations	64,371.21	43,056.65
Other income	74.82	271.50
Total Revenue	64,446.03	43,328.15
Profit before Depreciation, Finance Costs and Tax Expense	8,263.15	5,883.41
Less: Depreciation	942.45	810.53
Less: Finance Cost	1,038.04	818.70
Profit/(Loss) before Tax (PBT)	6,282.66	4,254.19
Total Tax Expenses	1,661.86	1,058.47
Profit/(Loss) after Tax (PAT)	4,620.80	3,195.72

Operational Review:

Your Company has recorded total revenue of H 64,446.03 lakhs
as compared to H 43,328.15 lakhs in the previous financial
year. The Net profits of the Company has grown and stood at
H 4,620.80 lakhs as against a profit of H 3,195.72 lakhs in the
Previous Financial Year.

Your Company continues to engage with customers to maintain
long term partnerships and develop new ones. Your Directors are
optimistic about Companies business and hopeful of more better
performance with more increased revenue next year.

Change in the Nature of the Business, if any:

There is no change in the nature of the business of the Company
during the year under review.

Dividend Distribution Policy:

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (‘SEBI Listing Regulations’) the Board of
Directors of the Company(the ‘Board’) in their meeting held
on 30^th May 2023 have formulated and adopted the Dividend
Distribution Policy.

The Policy is available on our website at https://www.hariompipes.
com/pdf/policies/Dividend-Distribution-Policy.pdf.

Dividend:

The Board of Directors of your company, after considering
holistically the relevant circumstances and keeping in view the
company’s dividend distribution policy, has decided that it would
be prudent, not to recommend any Dividend for the year under
review.

Changes in Share Capital:

1. Authorised Capital:

The Authorised Share Capital of the Company is
H 40,00,00,000/- (Rupees Forty Crores only) divided into
3,66,83,800 (Three Crore Sixty Six lakhs Eighty Three
Thousand and Eight Hundred Only) equity shares of H 10/-
(Rupees Ten Only) each and 33,16,200 (Thirty Three lakhs
Sixteen Thousand and Two Hundred Only) 0% Series A
redeemable Non-Cumulative Preference Shares of H 10/-
(Rupees Ten only) each.

The Authorized Capital of the Company was increased
from H 32,00,00,000/- to H 40,00,00,000/-by addition
of 80,00,000 Equity Shares of H 10/- each vide resolution
passed by the members in their meeting held on
20^th February 2023.

2. Paid-Up Capital:

The total paid up capital of the Company is H 30,56,56,290/-
divided into 2,76,15,629 Equity Shares of H 10/- each
and 29,50,000 Preference Shares of H 10/- each as on
31^st March 2023.

(a) The Board of Directors of the Company in their meeting
held on 08^th April 2022 have allotted 85,00,000 Equity
Shares of H 10/- each which were issued to public as
initial Public Offering.

(b) The Board of Directors in their meeting held on 10^th
August, 2022, have approved the redemption of
3,66,200 0% Series A Redeemable Non-Cumulative
Preference Shares having face value of H 10/- at a price
of H 10/- per Share each. The Shares were redeemed
by the Company on 23^rd September 2022.

(c) The Board of Directors vide resolution passed by
circulation on 31^st March 2023 has allotted 21,39,425
Equity Shares of H 10/- each as Preferential Issue.

Material Changes and Commitments:

- As approved by the members In their meeting held on
20^th February 2023, the Company has allotted 2,750 Equity
Shares of H 10/- each and 7,500 Convertible Warrants on
06^th April 2023 and the trading approval for 2,750 Equity
Shares was received on 05^th June 2023 from both the Stock
Exchanges i,e BSE Limited and National Stock Exchange of
India limited (NSE).

- The company has completed installation and commenced
production from two new MS Pipe Mills at plant located
at Mahabubnagar District as stated in the Objects of the
Issue in Prospectus dated 07^th April 2022. With this, the
total installed capacity of MS Pipes has gone up to 1,32,000
MTPA from the current 84,000 MTPA.

- The company has completed installation and commenced
production from galvanized pipe mill at plant located at
Mahabubnagar District as per the terms and conditions
mentioned in the sanctioned letter dated 22^nd September
2022 by Canara Bank. The total installed capacity of this
Galvanised Pipe Mill is 1,20,000 MTPA.

- The company has completed installation and commenced
production of its Cold Roll Steel Mill at plant located at
Mahabubnagar District as per the terms and conditions
mentioned in the sanctioned letter dated 22^nd September
2022 by Canara Bank.

- That the company has been granted customised Incentives
of H 120.69 Crores by Industries and Commerce (IP & INF)
Department under the following heads:

• 75% net SGST for 7 years limited to H 80.61 Crores.

• Power cost reimbursement @ H 2.00 per unit for a period
of 5 years Limited to H 34.76 Crores.

• Interest Subsidy @ 3% for five years Limited to
H 5.32 Crores.

• All other Incentives as per T-IDEA

The above mentioned incentives are granted for establishment of
GP - Galvanised Steel pipes/CR- Cold Rolled /MS-Mild Steel Pipe
unit at Sheriguda Village, Mahabubnagar District in Telangana
State.

Except as mentioned above, there are no material changes and
commitments, affecting the financial position of the Company
that have occurred between the close of the financial year ended
31^st March 2023 and the date of this Board’s Report.

Initial Public Offer (IPO) of Equity Shares:

Your Company came out with an initial public offer (IPO)
comprising of entire fresh Issue of 85,00,000 Equity Shares.
The issue was open for subscription from 30^th March 2022 to
05^th April 2022. Pursuant to the IPO 85,00,000 Equity shares
were issued and allotted on 08^th April 2022 to the public at price
of H 153/- per share. The Company received listing and trading
approvals from BSE Ltd (BSE) and National Stock Exchange of
India Ltd (NSE) on 12^th April 2022 and the equity shares were
listed on BSE and NSE on 13^th April 2022.

During the period under review, there has been no deviation or
variation in the utilization of the proceeds of the Initial Public Offer
(IPO).

Preferential Issue:

The members of the Company in their meeting held on 20^th
February, 2023 has approved the Issue of 21,44,000 Equity
Shares of H 10/- at a price of H 345/- per Share and 33,71,000
Convertible Warrants at a price of H 345/- per warrant.

The Company received the In-principal approval from the Stock
exchanges i,e BSE Limited and National Stock Exchange of
India limited (NSE) on 24^th March 2023 and 27^th March 2023
respectively for issue and allotment of 21,43,500 Equity shares
of H 10/- each and 33,69,500 Convertible Warrants.

The Company has allotted 21,39,425 Equity Shares of H 10/-
each and 33,48,125 Convertible Warrants on 31^st March 2023.
The Company has received Trading Approval with respect to
21,39,425 Equity Shares on 22^nd May 2023 from both the Stock
Exchanges i,e BSE Limited and National Stock Exchange of India
limited (NSE).

The Company has further allotted 2,750 Equity Shares of
H 10/- each and 7,500 Convertible Warrants on 06^th April 2023
and the trading approval for 2,750 Equity Shares was received on
05^th June 2023 from both the Stock Exchanges i,e BSE Limited
and National Stock Exchange of India limited (NSE).

The amount raised by preferential issue will be used by the
Company to meet the working capital requirements of the
Company.

During the period under review, there has been no deviation or
variation in the utilization of the proceeds of the preferential issue

Credit Ratings:

CRISIL has Assigned the following rating vide its e-mail dated
22^nd March 2023, to the company.

Facility	Tenure	Latest Ratings
Fund Based	Long Term	CRISIL A- /Stable (upgraded from ‘CRISIL BBB /Stable’)
Non-Fund Based	Short Term	CRISIL A2 (upgraded from ‘CRISIL A2’)
The previous rating as assigned by CRISIL Ratings vide its letter dated 05th April 2022 were as follows:
Facility	Tenure	Previous Ratings
Fund Based	Long Term	CRISIL BBB /Stable
Non-Fund Based	Short Term	CRISIL A2

Audit Reports and Auditors:

1. Statutory Auditor and Statutory Auditor Report:

M/s R Kabra & Co LLP, Chartered Accountants (Firm
Registration No. 104502W/W100721) were appointed
as the Statutory Auditors of the Company for a period of
five years from the conclusion of the 14^th Annual General
Meeting till the conclusion of 19^th Annual General Meeting
of the Company to be held in the year 2026.

The Auditors’ Report issued by M/s R Kabra & Co LLP,
Chartered Accountants for the year ended 31^st March
2023 does not contain any qualification, reservation, or
adverse remark. The Report is enclosed with the Financial
statements in this Annual Report.

The Auditors’ Report is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.

2. Cost Auditor and Cost Auditor Report:

In terms of Section 148 of the Act, the Company is required
to maintain cost records and have the audit of its cost
records conducted by a Cost Accountant. Cost records are
prepared and maintained by the Company as required under
Section 148(1) of the Act.

The Board of Directors of the Company has, on the
recommendation of the Audit Committee, approved
the appointment of M/s Sheshadri & Associates, Cost
Accountants, (Firm Registration No. 101476) as the cost
auditors of the Company for the year ending 31^st March
2024. M/s Sheshadri & Associates, Cost Accountants have

vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company for
the past several years.

In accordance with the provisions of Section 148(3) of the
Act read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, as amended, the remuneration of H 75,000
plus applicable taxes and reimbursement of out-of-pocket
expenses payable to the Cost Auditors for conducting cost
audit of the Company for FY 2023-24 as recommended by
the Audit Committee and approved by the Board has to be
ratified by the Members of the Company. The same is placed
for ratification of Members and forms part of the Notice of
the AGM.

3. Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
Board of Directors of your Company at their meeting held
on 06^th May 2022 has appointed M/s. VSSK & Associates,
Practicing Company Secretary, to undertake the Secretarial
Audit of your Company. The Report of the Secretarial Audit
is annexed as Annexure - III.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark or disclaimer.

As per Regulation 24A of the Listing regulations, the Annual
Secretarial Compliance Report issued by M/s. VSSK &
Associates, Practicing Company Secretaries pursuant to
SEBI circular dated 08^th February 2019, has been submitted
to the Stock exchanges within the Statutory timelines.

4. Internal Auditor and Internal Audit Report:

Pursuant to the provisions of Section 138 and any other
applicable provisions of the Companies Act, 2013, Board
of Directors of your Company at their meeting held on
06^th May 2022 has appointed M/s. Ravi Ladia & Co,
Chartered Accountants (Firm Regn. No. 014255s) as an
Internal Auditor of the Company. The Internal Auditors
submits their reports on quarterly basis.

5. Reporting of Frauds by Auditors:

During the year under review, there was no instance of fraud,
which were required to be reported to the Audit Committee
and /or Board by the Auditors under Section 143(12) of the
Companies Act, 2013 and the rules made thereunder.

Details of Directors or key managerial personnel who
were appointed or re-appointed or resigned during the
year

1. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act
and the Company’s Articles of Association, Mrs. Sunita
Gupta, Director retires by rotation at the forthcoming
Annual General Meeting and, being eligible offers
herself for re-appointment. The Board recommends her
re-appointment for the consideration of the Members of the
Company at the forthcoming Annual General Meeting. Brief
profile of Mrs. Sunita Gupta has been given in the Notice
convening the Annual General Meeting.

2. Appointment of Independent Directors:

(a) The Board on recommendation ofthe Nomination &
Remuneration committee("NRC”) in its meeting held
on 10^th June 2022 has approved the appointment
of Mr. Soumen Bose as an Additional Director -
Non-Executive and Independent. He was appointed
as a Independent Director by the shareholders of the
Company by passing a Special resolution in the 15^th
AGM held on 09^th September 2022.

(b) The Board on recommendation of the Nomination
and Remuneration Committee ("NRC”), in its meeting
held on 14^th November 2022 has approved the
appointment of Mrs. Sneha Sankla (DIN: 02849733)
as an Additional Director - Non-Executive and
Independent. She was appointed as a Independent
Director by the shareholders of the Company by
Passing Special Resolution on 08^th February 2023
through Postal Ballot.

3. Resignation of Director:

Mrs. Shanti SreeBolleni (DIN: 07092258), vide her letter
dated 15^th October 2022 has tendered her resignation as
Non-Executive- Independent Director of the Company with
effect from the close of business hours of 15^th October 2022.

The reason for her resignation was due to her professional
and other pre-occupations. She also confirmed that there
are no other material reasons for her resignation.

4. Key Managerial Personnel:

During the year under review there were no changes to the
Key Managerial Personnel of the Company.

Except as mentioned above, none of the Directors or Key
Managerial Personnel were appointed or re-appointed or
resigned during the year.

Meeting of Independent Directors:

Meeting of the Independent Directors without the presence of
Non-Independent Directors and members of Management was
duly held on 21^st March 2023, where the Independent Directors
inter alia evaluated the performance of Non-Independent
Directors and the Board of Directors as a whole, reviewed the
performance of Chairperson of the Board and assessed the
quality, quantity and timeliness of the flow of information between
the Management of the Company and the Board of Directors.

Declaration Given by Independent Directors:

All Independent Directors have submitted requisite declarations
confirming that they continue to meet the criteria of independence
as provided in Section 149(6) of the Act and Regulation 16(1) (b)
of the Listing Regulations. Based on the declarations submitted
by the Independent Directors, Board is of the opinion that the
Independent Directors fulfil the conditions specified in the Act
and Listing Regulations and are independent of the Management.

Independent Directors have also confirmed of having complied
with Rule 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, by including/
registering their names in the data bank of Independent Directors
maintained with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have
the integrity, expertise and experience, including the proficiency
required to effectively discharge their roles and responsibilities in
directing and guiding the affairs of the Company.

Familiarization Programmes for Independent Directors:

All Directors including Independent Directors go through a
structured orientation/ familiarization programme to make them
familiar with their roles, rights and responsibilities in the Company
at the time of appointment and also on a recurrent basis. The
details of various programmes undertaken for familiarizing
the Independent Directors are available on the website of the
Company at https://www.hariompipes.com/investor-relations-
details-of-familiarization-programmes.php.

Details of Subsidiaries, Associates and Joint Ventures:

Your Company has no subsidiary companies, no Associate
companies and no joint ventures.

Secretarial Standards:

The Company has complied with the provisions of the applicable
secretarial standards issued by the Institute of the Company
Secretaries of India and such systems are adequate and operating
effectively.

Details in respect of adequacy of internal financial
controls with reference to the financial statements:

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

Quality and Systems:

Your company continues to maintain its certification under
the Integrated Management Systems with certifications under
ISO 9001:2015.

Code Of Conduct:

In compliance with Regulation 17(5) of the Listing Regulations,
the Board of Directors have framed and adopted Code of
Conduct ("the Code”) for Directors and Senior Management of
the Company. The Code provides guidance on ethical conduct
of business and compliance of law. The Code is available on
the Company’s website at https://www.hariompipes.com/pdf/
code-of-conduct/Code-of-Conduct-for-Board-and-Senior-
Manaeement.pdf.

All Members of the Board and Senior Management personnel
have affirmed the compliance with the Code as on 31^st March
2023. A declaration to this effect, signed by the Managing Director
in terms of the Listing Regulations, is given in the Corporate
Governance Report forming part of this Annual Report.

Annual Return:

The Annual Return of the Company as on 31^st March 2023 is
available on the Company’s website and can be accessed at
https://www.hariompipes.com/investor-relations-annual-return.
php.

Deposits:

The company has neither accepted nor renewed any deposits
falling within the provisions of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 including any modification, amendment and reenactment
thereto for the time being in force from the public during
the financial year.

Number of Board Meetings Held During the year:

The Board of Directors duly met 09 (Nine) times during the year
and in respect of which meetings, proper notices were given
and the proceedings were properly recorded. For details of the
meetings of the Board, please refer to the report on Corporate
Governance, which forms part of this Annual report.

Board Evaluation:

Pursuant to the provisions of the Act and the Listing Regulations,
annual performance evaluation is to be done for the Board, its
Committees, the Chairman and Individual Directors. To ensure an
effective evaluation process, the Nomination and Remuneration
Committee of the Board of Directors ("NRC”) has put in place
evaluation framework for conducting the performance evaluation
exercise.

Based on the criteria set by NRC, the Board has carried out
annual evaluation of its own performance, its Committees and
individual Directors for financial year 2022-23.

The performance evaluation of the Board was done on key
attributes such as composition,administration, corporate
governance, independence from Management, etc. Parameters
for evaluation of Directors included constructive participation
in meetings and engagement with colleagues on the Board.
Similarly, committees were evaluated on parameters such as
adherence to the terms of the mandate, deliberations on key
issues, reporting to Board, etc. Evaluation of the Chairman of
the Company was on the basis of his leadership, guidance to the
Board and overall effectiveness.

Meeting of Independent Directors

During the year under review, the Independent Directors met on
21^st March 2023 inter alia, to discuss:

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

• Review the performance of the Chairman of the Company,
taking into account the views of the Executive and
Non-Executive Directors.

• Review the quality, content and timelines of flow of information
between the Management and the Board that is necessary
for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, with
respect to Directors'' Responsibility Statement, it is hereby
confirmed:

(a) That in the preparation of the annual accounts for the
period ended 31^st March 2023, the applicable accounting
standards have been followed along with proper explanation
relating to material departures;

(b) That the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give
a true and fair view of the state of affairs of the company
at 31^st March, 2023 and of the statement of profit of the
company for the financial year ended 31^st March 2023;

(c) That the proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting
fraud and other irregularities;

(d) That the Directors have prepared the accounts for the period
ended 31^st March 2023 on a ‘Going Concern'' basis;

(e) That the Directors had laid down Internal Financial Controls
to be followed by the Company and that such Internal
Financial controls are adequate and operating effectively.

(f) That the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Corporate Governance Report:

Your Company is committed to maintain the high standards of
corporate governance and adhere to the corporate governance
requirements set out by Securities and Exchange Board of
India. The Report on corporate governance as stipulated under
Regulation 34 of the Listing Regulations, forms part of this Annual
Report and is annexed as Annexure - VI. The requisite certificate
from the Practicing Company Secretary confirming compliance
with the conditions of corporate governance as stipulated under
the aforesaid Regulations forms part of this report.

Management Discussion and Analysis Report (MD&AR):

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations''), the Management Discussion and Analysis is
presented in a separate section forming part of this Annual Report.
As required under the provisions of the Listing Regulations, the
Audit Committee of the Company has reviewed the Management
Discussion and Analysis report of the Company for the year ended
31^st March 2023.

Business Responsibility and Sustainability Report
(BRSR):

Business Responsibility and Sustainability Report for the financial
year under review, as stipulated under Regulation 34(2)(f) of the
Listing Regulations and SEBI Circular SEBI/HO/CFD/CMD-2/P/
CIR/2021/562 dated 10^th May 2021, is presented in a separate
section and forms part of this Annual Report.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings / Outgo:

The information on conservation of energy, technology absorption
and foreign exchange earnings and amp; outgo pursuant to
Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies
(Account) Rules, 2014 is annexed as Annexure - I.

Company’s Policies:

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

Particulars of Loans, Guarantees or Investments under
Section 186 of the companies Act 2013:

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

Particulars of Employees:

Disclosure of ratio of the remuneration of each Executive Director
to the median remuneration of the employees of the Company
and other requisite details pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed to this report as Annexure-IV.
Further, particulars of employees pursuant to Rule 5(2) & 5(3) of
the above Rules form part of this report. The said information is
available for inspection at the registered office of the Company
during working days of the Company up to the date of the ensuing
annual general meeting.

Contracts or Arrangements with Related Parties:

All Related Party Transactions entered during the year were in the
ordinary course of business and on arm’s length basis. The details
of which is disclosed in Form AOC-2 as Annexure - II pursuant
to the requirements of section 134(3)(h) of the Companies Act,
2013, which forms part of this Annual Report.

In accordance with the requirements of the Listing Regulations,
the Company has adopted a Policy on Materiality of Related Party
Transactions and the same has been placed on the website of
the Company at https://www.hariompipes.com/pdf/policies/RPT-
Policv.pdf.

Transfers to Reserves:

The Company does not propose any amount to be transferred
to reserves.

Nomination and Remuneration Policy:

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

Based on the recommendations of Nomination and Remuneration
Committee, Board approved the Remuneration Policy for
Directors, Key Managerial Personnel (KMP) and all other
employees of Company. As part of the policy, Company strives
to ensure that:

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

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

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

The salient features of this policy are:

• This Policy sets out the guiding principles for the Human
Resources and Nomination and Remuneration Committee
for recommending to the Board the remuneration of the
directors, key managerial personnel and other employees of
the Company.

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

• It lays down the parameters based on which remuneration
(including fixed salary, benefits and perquisites, commission,
retirement benefits) should be given to Whole-time Directors,
KMPs and rest of the employees.

The Remuneration Policy for Directors, KMP and other employees
can be accessed at the weblink https://www.hariompipes.com/
pdf/policies/nomination-and-remuneration-policy.pdf.

Vigil Mechanism/ Whistle Blower Policy:

The Whistle Blower (Vigil) mechanism provides a channel to the
employees to report to the management concerns about unethical
behavior, actual or suspected fraud or violation of the Codes of
Conduct or policy and also provides for adequate safeguards
against victimization of employees by giving them direct access
to the Chairman of the Audit Committee in exceptional cases.

As per the provisions of Section 177(10) of the Companies Act
2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015,
The Company has a Whistle Blower Policy framed to deal with
instance of fraud and mismanagement, if any.

The Policy covers malpractices and events which have taken
place / suspected to have taken place, misuse or abuse of
authority, fraud or suspected fraud, violation of Company rules,
manipulations, negligence causing danger to public health and
safety, misappropriation of monies, and other matters or activity
on account of which the interest of the Company is affected and
formally reported by whistle blowers concerning its employees.

The Whistle-blower Policy is being made available on the website
of your company at https://www.hariompipes.com/investor-
relations-policies-new.php.

Risk Management Policy:

The company has a well-defined process in place to ensure
appropriate identification and treatment of risks. Risk
identification exercise is inter-woven with the annual planning
cycle which ensures both regularity and comprehensiveness. The
identification of risk is done at strategic, business, operational
and process levels.

The Company has risk management mechanism in place which
mitigates the risk at appropriate situations and there are no
elements of risk, which in the opinion of Board of Directors may
threaten the existence of the Company.

The Board of Directors also approved the Risk Management
Policy in its meeting held on 30^th May 2023.

Prevention of Insider Trading and code of fair
disclosure:

The Board has formulated a code of internal procedures and
conduct to regulate, monitor and report trading by Insiders.
This code lays down guidelines,procedures to be followed
and disclosures to be made by the insiders while dealing with
shares of the Company and cautioning them on consequences
of non-compliances. The copy of the same is available on the
website of the Company in the Investor relation section at https://
www.hariompipes.com/pdf/code-of-conduct/Code%20of%20
Conduct%20under%20PIT%20Regulations.%202015.pdf.

Further, the Board has also formulated code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ("Fair Disclosure Code") for fair disclosure of events
and occurrences that could impact price discovery in the market
for the Company’s securities and to maintain the uniformity,
transparency and fairness in dealings with all stakeholders and
ensure adherence to applicable laws and regulations. The copy
of the same is available on the website of the Company in the
Investor relation section at https://www.hariompipes.com/pdf/
policies/Fair-Disclosure-Policy.pdf.

Details about the Corporate Social Responsibility Policy
Developed and Implemented by the company:

In terms of section 135 and Schedule VII of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014
made thereunder, as amended, the Board of Directors of your
Company have constituted a Corporate Social Responsibility
Committee.

The board has Corporate Social Responsibility Policy aligned
with Section 135 of the Act and rules made thereunder which is
available on the website of the Company at web link https://www.
hariompipes.com/investor-relations-policies-new.php. A detailed
report on the CSR activities taken up by your Company is annexed
as Annexure - V to this report.

Committees of the Board:

a) Audit Committee:

The constitution of Audit Committee is as follows:

Sl. No.	Name of the Director	Designation of the Director	Position in the Committee
1.	Mr. Rajender Reddy Gankidi	Independent Director	Chairperson
2.	Mr. Pramod Kumar Kapoor	Chairman and Independent Director	Member
3.	Mr. Soumen Bose	Independent Director	Member

b) Nomination and Remuneration Committee:

The constitution of Nomination and Remuneration Committee
is as follows:

Sl. No.	Name of the Director	Designation of the Director	Position in the Committee
1.	Mr. Rajender Reddy Gankidi	Independent Director	Chairperson
2.	Mr. Pramod Kumar Kapoor	Chairman and Independent Director	Member
3.	Mr. Soumen Bose	Independent Director	Member

c) Constitution of Stakeholders Relationship Committee:

The constitution of Stakeholders Relationship Committee is as
follows:

Sl. No.	Name of the Director	Designation of the Director	Position in the Committee
1.	Mr. Pramod Kumar Kapoor	Chairman and Independent Director	Chairperson
2.	Mr. Soumen Bose	Independent Director	Member
3.	Mr. Rajender Reddy Gankidi	Independent Director	Member

d) Constitution of Corporate Social Responsibility
Committee:

The constitution of Corporate Social Responsibility Committee
(CSR) is as follows:

Sl. No.	Name of the Director	Designation of the Director	Position in the Committee
1.	Mr. Rupesh Kumar Gupta	Managing Director	Chairperson
2.	Mr. Sailesh Gupta	Wholetime Director	Member
3.	Mr. Pramod Kumar kapoor	Chairman and Independent Director	Member

e) Risk Management Committee:

The constitution of Risk Management Committee is as follows:

Sl.	Designation of the Name of the Director	Position in the
No.	Director	Committee
1.	Mr. Soumen Bose Independent Director	Chairperson
2.	Mr. Rajender Reddy Gankidi Independent Director	Member
3.	Mr. Rupesh Kumar Gupta Managing Director	Member

Policy On Sexual Harassment:

As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & amp; Redressal) Act, 2013
(‘POSH Act’) and Rules made thereunder, your Company has
complied with the provisions related to the Constitution of Internal
Complaints Committee (ICC).

During the financial year ended 31^st March 2023, the company
has not received any complaints pertaining to sexual harassment.

Listing Status:

The Company’s equity shares are listed on National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). The
Company has paid the listing fees to both the Stock exchanges.
The Company has also paid the Annual Custody Fee to National
Securities Depository Limited and Central Depository Services
(India) Limited for the financial year ended 31^st March 2023.

Revision made in Financial Statements/ Board’s Report:

The Company has not revised the Financial Statements or Board’s
Report in respect of any of the three preceding financial years.

Significant and Material Orders Passed by the
Regulators or Courts:

The company has not received any significant material orders
passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

Proceeding Pending Under the Insolvency and
Bankruptcy Code, 2016:

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose 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 is
not applicable.

General:

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the financial year under review:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

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

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

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

Acknowledgement:

Your Directors thank various departments of Central and State
Government, Organizations and Agencies for the continued
help and co-operation extended by them to your Company. Your
Directors also gratefully acknowledge all stakeholders of the
Company viz. Members, Customers, Dealers, Vendors, Financial
Institutions, banks and other business partners for the excellent
support received from them during the year. Your Directors
place on record their sincere appreciation to all employees of
the Company for their unstinted commitment and continued
contribution to the Company.

For and on behalf of the Board

Hariom Pipe Industries Limited

Sd/- Sd/-

Rupesh Kumar Gupta Sailesh Gupta

Managing Director Wholetime Director

(DIN: 00540787) (DIN: 00540862)

Date: 10^th August 2023
Place: Hyderabad