Directors Report of Heranba Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting their 33 ^rd Annual Report of the Company together with the Audited Statements of
Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

Particulars	Financial Year Ended
	31/03/2025	31/03/2024
Revenue from Business Operations	1495.90	1274.75
Other Income	45.58	30.39
Total Income	1541.48	1305.14
Total Expenses	1467.20	1214.75
Profit/(loss) before Tax	74.28	90.39
Less: Tax Expenses
(including for earlier years)	20.28	24.04
Net Profit/(Loss) After Tax	54.00	66.35
Paid Up Equity Share Capital (Face Value '' 10 each fully paid up)	40.01	40.01
Other Equity	886.07	837.45
Earning Per Share
(Basic/Diluted)	13.50	16.58

2. DIVIDEND:

The Board of Directors has recommended a final dividend
@ '' 1.00 (Rupees One) per equity share of the face value of
'' 10.00 (Rupees Ten) each (i.e. 10% of the face value) for
the financial year ended March 31, 2025, subject to approval
of the shareholders at the ensuing 33^rd Annual General
Meeting (AGM). Dividend, if approved by the Shareholders
at the enusing Annual General Meeting will absorb '' 4.00
crore (approx). The Final Dividend shall be paid within 30
days of its declaration at the 33^rd AGM.

3. FINACIAL PERFORMANCE AND
OPERATIONAL REVIEW:

Revenue from Operations stood at '' 1,495.90 crore in FY25
as compared to '' 1,274.75 crore in FY24. EBITDA stood at
'' 128.8 crore during the year with EBITDA margin at 8.61%
in FY25. Profit After Tax stood at '' 54.00 crore in FY25 as
compared to '' 66.35 crore in FY24.

The Company revenues stood at '' 1495.90 crore. in FY25
driven by strong performance in domestic markets navigating

uneven monsoon distribution. Our export business was
affected by the weak export demands & falling prices.

We are dedicated to accelerating revenue growth and
productivity efforts in order to achieve significant margin
expansion and we continue to view FY26 as crucial
acceleration point in Heranba''s trajectory.

4. RESERVES:

During the Financial Year under review, the Board of Directors
have not recommended transfer of any amount of profit to
any reserves. Hence, the amount of profit for the financial
year under review has been carried forward to the Statement
of Profit and Loss.

5. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year
under review, as stipulated under SEBI (LODR) Regulations
is given separately and forms part of this 33^rd Annual Report
of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period
of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection
Fund (IEPF). However, the Company has unclaimed dividend pertaining to financial years 2020-21, 2021-22, 2022-23 and
2023-24 as mentioned below:

Sr No.	Dividend pertaining to Financial Years	Type	Date of Declaration	Amount (In '') Last date for claiming unpaid dividend	Due Date of Transfer to IEPF
1.	2020-21	Final Dividend	September 14, 2021	'' 28,015/- October 14, 2028	November 13, 2028
2.	2021-22	Final Dividend	July 27, 2022	'' 39,725/- August 27, 2029	September 26, 2029
3.	2022-23	Final Dividend	August 24, 2023	'' 33,272/- September 24, 2030	October 29, 2030
4.	2023-24	Final Dividend	September 12, 2024	'' 26,483/- October 12, 2031	November 11, 2031
Total				'' 127,495/-

The Company is in process to intimate all the shareholders who have not claimed dividend on shares.

7. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations'') requires the
top 1000 listed entities, based on market capitalization
calculated as on March 31 of every Financial Year, to
formulate a Dividend Distribution Policy and disclose
the same in the Annual Report and on the website of the
Company.

The Board of Directors of the Company has adopted a
Dividend Distribution Policy, which aims to ensure fairness,
sustainability and consistency in distributing profis to the
Shareholders. The Policy is attached as "Annexure I" and
is also available on the website of the Company i.e., www.
heranba.co.in under the Investors Relations-section.

However the Company is out of purview of top 1000 listed
entities based on market capitalization calculated as on
March 31, 2025.

8. SHARE CAPITAL:

Authorised Capital

As on March 31, 2025, the Authorized share capital of the
Company stood at '' 45,00,00,000/- (Rupees Forty Five
crore Only) divided into 4,50,00,000 (Four crore and fifty
lakh) equity shares of '' 10/- (Rupees Ten only) Each.

Paid up Capital

As on March 31, 2025, the issued, subscribed and
paid up Equity share capital of your Company stood
at '' 40,01,34,670/- (Rupees Forty crore One Lakh
Thrity Four Thousand Six Hundred Seventy Only)

divided into 4,00,13,467 (Four crore Thirteen Thousand
Four Hundread And Sixty Seven)Equity shares of '' 10/-
(Rupees Ten only) each.

As on March 31, 2025, the entire share capital of the
Company has been dematerialized.

There is no changes in the capital structure of the Company
during the year.

9. FINANCE:

During the year under review, the Company has availed the
working capital credit facilities from the Bankers as per the
business requirements. Your Company has been regular in
paying interest and in repayment of the prinicipal amount of
the aforesaid facilities.

10. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

All contracts/arrangements/transactions entered into
with Related Parties during the Financial Year were in the
ordinary course of business and on an arm''s length basis.
Except the transactions entered into with Wholly Owned
Subsidiary Company (ies), There were no Materially Related
Party Transactions i.e. transactions exceeding 10% of the
annual turnover as per the last audited financial statements.
The Company has not entered into any transaction with its
Promoters, Directors, Key Managerial Personnel or other
designated person which may have potential conflict with
the interest of the Company at large.

All Related Party Transactions are placed on a quarterly
basis before the Audit Committee for approval/ratification/
noting etc.

The Audit Committee has reviewed the related party
transactions as mandatorily required under relevant
provisions of the Listing Regulations.

The said transactions are in the ordinary courseof business
and at arm''s length basis. The Company had taken omnibus
approvals for indicative transactions proposed during the
financial year ended March 31, 2025.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company''s website may be
accessed on the Company''s website https://www.heranba.
co.in/policies/.

All the particulars of contracts or arrangements entered
into by the Company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 are
attached herewith in Annexure-II in Form No. AOC -2.

Further suitable Disclosure as required by the Accounting
Standards (AS18) has been made in the notes to the
Financial Statements in the Annual Report.

11. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of
business of the Company. Further Directors have personally
overviewed the adequacy of internal controls and also
appointed Mr. Kamal Dharewa, Chartered Accountant of
M/s KD Practice Consulting Pvt Ltd. as the Internal Auditors
to manage the internal controls of the Company. The
Internal Auditors of the Company conduct Audit of various
departments to ensure that internal controls are in place and
submit Reports to the Audit Committee. The Audit Committee
regularly reviews these Reports and the Company when
needed takes corrective actions. The Statutory Auditors also
audit the effectiveness of the Company''s internal financial
control system. No major inefficiencies were reported.

In addition to Internal Audit, the Company has implemented
well established internal financial practices, tool for
mitigating risk in order to ensure adequate internal financial
control commensurate with the size of the Company.

12. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2025 was '' 38.97
crores. The Company''s working capital management is based
on a well-organized process of continuous monitoring and
control on Receivables, Inventories and other parameters.

13. INSURANCE:

All properties and insurable interests of the Company
including buildings, plant and machinery and stocks have
been fully insured. The Company has obtained the Director
& Officer (D&O) policy for its Directors and Officers.

14. CREDIT RATING:

As on the date of this report, the Credit Rating as provided
by CRISIL Rating Limited (A Credit Rating Agency "CRISIL")
on the Total Bank Loan Facilities of Heranba Industries
Limited are as under:

Long -Term Rating	CRISIL A/Stable (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)

15. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company has a Vigil Mechanism/Whistle Policy under
which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel
partners and vendors to report Significant deviations from
key management policies and report any non- compliance
and wrong practices, e.g., unethical behavior, fraud, violation
of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious
concerns that could have grave impact on the operations and
performance of the business of Heranba Industries Limited.
A Vigil (Whistle Blower) mechanism provides a channel to
the employees and Directors to report to the management
concerns ethical behavior, actual or suspected fraud or
violation of the code of conductmechanism provides for
adequate safeguards against victimization of employees
and Directors to avail of the mechanism and provide for
direct access to the Chairman of the Audit Committee in
exceptional cases.

The policy neither releases employees from their duty of
confidentiality in the courseof their work nor can it be used
as a route for raising malicious or unfounded allegations
against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the
Company is uploaded on the Company''s website may be
accessed on the Company''s website https://www.heranba.
co.in/wp-content/uploads/2023/03/05-Vigil-Mechanism-
Policy-1.pdf.

16. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
senior management Personnel in the courseof day to day
business operations of the Company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviours of any form and the Board has laid down
the directives to counter such acts. The code laid down
by the Board is known as "code of conduct for Board of
Directors and Senior Management Personnel ". The Code has
been posted on the Company''s website www.heranba.com.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors
andthe designated employees in their business dealings
and in particular on matters relating to integrity in the work
place,in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the
expectedbehaviour from an employee in a given situation
and the reporting structure.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this
regard. A Certificate from the Managing Director to this
effect form part of this report and annexed as Annexure-III.

17. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading)
Regulations, 2015, the Company has formulated and
adopted a Code for Prevention of InsiderTrading.

During the year under review, the Company has amended
the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI) and a
Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window
is closed. The Board is responsible for implementation of the
Code.

All Board Directors and the designated employees have
confirmed compliance with the Code.

The Company is maintaining the Structual Digital Database
(SDD) internally with adequate internal controls and checks
such as time stamping and audit trails to ensure non¬
tampering of the database in compliance with SEBI (PIT)
Regulations, 2015.

18. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency,
accountability and good management practices through
the adoption and monitoring of corporate strategies,
goals and procedures to comply with its legal and ethical
responsibilities.

The Board has also evolved and adopted a Code of Conduct
as per SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 based on the principles
of good Corporate Governance and Best Management
Practices. The Code is available on the Company''s website

i.e. www.heranba.co.in under "Investors Relation- Corporate
Governance" Section.

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Report on
Corporate Governance along with the Practising Company
Secretary''s Certifcate confrming compliance with Corporate
Governance norms is annexed to this Report.

19. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT ("BRSR"):

The Business Responsibility & Sustainability Report ("BRSR")
for the year under review, as stipulated under SEBI (LODR)
Regulations, 2015 is given separately and forms part of this
33^rd Annual Report of the Company. However the Company
is out of purview of top 1000 listed entities based on market
capitalization calculated as on March 31, 2025.

20. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, 2015 the Certificate
signed by Mr. Raghuram K Shetty, Managing Director and
Mr. Rajkumar Bafna, Chief Financial Officer of the Company

was placed before the Board of Directors along with Annual
Financial Statement for the financial year ended March 31,
2025 at its meeting.

21. STATEMENT CONCERNING
DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE
COMPANY:

Heranba Industries Limited is exposed to risks such as
Natural Disaster, Occupational health & safety hazards,
Supply Chain Risk, Quality of Products, Business dynamics
Risks, Business Operations Risks, liquidity risk, Interest rate
risk, Credit Risks, Logistic Risks, Pollution Free Environment
Risk, Market Risks/Industry Risks, Human Resource Risks,
Disaster Risks, System Risks and Legal Risks, Data Protection
Risk, Credit risk and Operational risk that are inherent in the
agrochemical Industry.

The Company has adopted the systematic approach to
mitigate the risk associatited with the objectives, operations,
revenues and regulations.

By strictly following the regulatory norms and Guidelines, the
Company effectively manages the risks and has a focused
Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor
the risk associated with the Company. The said Committee
from to time discussed risk and mitigation measure adopted
to mitigate the risk. The Committee recommend from time
to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Company''s
website https://www.heranba.co.in/wp-content/

uploads/2022/05/Risk-Assessment-and-Minimisation-
Policy.pdf.

22. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial
relationship with workers and employees at all levels.

23. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total
expenditure under CSR of '' 3.35 crore. for F.Y. 2024-25
whereas the total Amount required to be spent was '' 3.35
crore. for the financial year 2024-25. The detailed Report on
CSR Activities as per Annexure-IV.

24. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has two 100% Wholly
Owned Subsidiaries namely Mikusu India Private Limit and
Heranba Organics Private Limited. The Company has one
Step-Down Subsidiary Company namely Daikaffil Chemicals
India Limited.

A Statement containing the basic financial details of
the aforesaid subsidiaries in Form AOC-I is annexed as

Annexure-V.

Considering the criteria mentioned in Regulation 16 of the
Listing Regulations, the subsidiary of the Company is not a
Material Subsidiary. The Board of Directors of the Company
has approved a Policy for determining material subsidiaries
which is in line with the requirements of Listing Regulations.
The Policy has been uploaded on the website of the
Company and the same can be accessed at https://www.
heranba.co.in/wp-content/uploads/2022/08/Heranba-
Materiality-Subsidiary policy.pdf.

25. DIRECTORS & KEY MANAGERIAL
PERSONNEL:

(a) Appointment/Re-appointment/Resignation
of Directors

In terms with the requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies
of the Directors in the context of the Company''s businesses,
which are detailed in the Report on Corporate Governance.

All the Directors have affirmed that they have complied with
the Company''s Code of Conduct & Ethics.

At the ensuing Annual General Meeting, Mr. Shriraj S
Shetty (DIN:06609014) and Mr. Raunak R Shetty (DIN:
08006529), would retire by rotation and being eligible for
the re-appointment, offers themselves for re-appointment.

During the year under review, the non-executive Directors
of the Company had no material pecuniary relationship or
transactions with the Company, other than sitting fees
and reimburse-ment of expenses incurred by them for the
purpose of attending meetings of the Board/Committee of
the Company.

Details of the Directors seeking appointment/
reap-pointment including a profile of these Directors, are
given in the Notice convening the 33^rd Annual Gener-al
Meeting of the Company.

(b) Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the
Companies Act, 2013 read with Rules made thereunder,
the following person has been designated as Key Managerial
Personnel of the Company under the Companies Act, 2013.

1. Mr. Sadashiv K Shetty, Chairman & Wholetime Director

2. Mr. Raghuram K Shetty, Managing Director

3. Mr. Shriraj S. Shetty, Wholetime Director

4. Mr. Raunak R. Shetty, Wholetime Director.

5. *Mr. Rajkumar Bafna, Chief Financial Officer.

6. Mr. Abdul Latif, Company Secretary.

* Mr. Rajkumar Bafna has resigned from the position of CFO
w.e.f. June 30, 2025.

There were no changes among the KMP during the year
under review.

(c) Declaration by Independent Directors:

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies
Act, 2013 read with rules framed thereunder and SEBI
(LODR) Regulation.

In the opinion of the Board, the independent Directors
are, individually, person of integrity and possess relevant
expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they
have confirmed that they are not aware of any circumstances
or situation which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
Based on the declarations received from the independent
Directors, the Board has confirmed that they meet the criteria
of independence as mentioned under regulation 16(1)(b) of
the Listing Regulations and that they are independent of the
management.

(d) Annual Evaluation:

The Company has the Evaluation Policy, Remuneration
Policy and The criteria for determining qualifications,
positive attributes and independence of a director. Based
on the above policies and criteria, the Nomination and
Remuneration Committee evaluated the performance of
Individual Directors. The Independent Directors at their
separate meeting, also reviewed the performance of the non
independent Directors and Board as a whole and also review
the performance of the Chairman and further assessed
the quality of flow of the information between the Board
and Management. In addition to the above evaluation, the
Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as
the evaluation of its Committees of the Board of Directors.
The performance of Individual Director vis-a-vis Board and
Committees found satisfactory.

(e) Remuneration Policy for the Directors, Key
Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act,
the Nomination & Remuneration Committee is responsible
for formulating the criteria for determining qualification,
positive attributes and independence of a Director. The
Nomination & Remuneration Committee is also responsible
for recommending to the Board a policy relating to the
remuneration of the Directors, Key Managerial Personal
and other employees. In line with this requirement, the
committee along with the approval of the board has revised
the said policy.

(f) Non Disqualifications of Directors:

None of the Directors on the Board of the Company for
the Financial Year ending on March 31, 2025 have been
debarred or disqualified from being appointed or continuing
as Directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs, or any such

other Statutory Authority. Practising Company Secretary''s
Certifcate confrming the above is annexed herewith as
Annexure-VI.

26. AUDITORS:

(a) Statutory Auditor:

The Members of the Company at the 30^th Annual General
Meeting (''AGM'') held on Wednesday, July 27, 2022
approved the appointment of M/s. Natvarlal Vepari & Co.,
Chartered Accountants (Registration No. 106971W),
as the Statutory Auditor of the Company for a period
of 5 (five) years from the conclusion of 30^th Annual
General Meeting ("AGM") till the conclusion of the 35^th
(Thirty Fifth) AGM. However, the name of the Firm of
the Statutory Auditor is changed from M/s. Natvarlal
Vepari & Co., Chartered Accountants (Registration No.
106971W) to M/s. Natvarlal Vepari & Co. LLP, Chartered
Accountants (Registration No. 106971W) and to "N V C
& Associates LLP" with effect from June 09, 2025.

(b) Cost Records & Cost Auditors:

Pursuant to the provision of Section 148 of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit and
Auditors) Rules,2014 and the Companies (Cost Records &
Audit) Rules, 2014, the Company maintains the cost records
& accounts in respects of products manufactured by the
Company which needs to be audited by the Cost Auditor.

In compliance to the above, the Board of Directors has
appointed Tapan Gaitonde & Co (FRN 104043), Cost
Accountants, as the Cost Auditors of the Company for the
financial year ended March 31, 2025. As required by the Act,
the remuneration of the Cost Auditor has to be ratified by
the Members and accordingly the resolution relating to the
Cost Auditors is being placed before the Members for their
ratification.

(c) Secretarial Auditors & Secretarial Audit
Report:

In compliance of the provisions of Section 204 of the
Companies Act, 2013 read with Regulation 24A of the
Listing Regulations, your Directors have appointed M/s. GMJ
& Associates (bearing Peer Review No-6140/2024).,
Practicing Company Secretary, as Secretarial Auditor of the
Company for the period of 5 years from F.Y. 2025-26 till
F.Y. 2029-30. The appointment of the Secretarial Auditors
is subject to the approval of the members and accordingly
the resolution relating to the Secretarial Auditors is being
placed before the Members for their appointment.

The Secretarial Audit Report issued in the Form MR-3 given
by the Company secretary in practice is annexed with the
report as Annexure-VII.

The Company has complied with the applicable secretarial
standards issued by the Institute of Company Secretaries
of India.

27. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN
THEIR REPORTS:

(a) Auditors Qualification:

There were no qualifications, reservations or adverse remarks
made by the Auditors in their report made for the financial
year under review.

(b) Secretarial Audit Report By Secretarial
Auditor:

There were no qualifications, reservations or adverse remarks
made by the Secretarial Auditor in his report made for the
financial year under review.

(c) Details of Fraud reported by Auditors:

There were no frauds which are reported to have been
committed by employees or officers of the Company. The
statutory Auditors of the Company have vide their report of
even date confirmed that no fraud by the Company and no
material fraud on the Company has been noticed or reported
during the year.

28. OTHER DISCLOSURE:

(a) Meetings:

The details of the various meetings of the Board
and its committees are provided in the Corporate
Governance Report.

(b) Committees of the Board:

The details of the various committes constituted by the
Board are provided in the Corporate Governance Report.

(c) Change in the nature of business:

There has been no change in the Nature of Business
during the year under review. Further no material changes
or commitments have occurred between the end of the
financial year and the date of this report which affect the
financial statements of the Company.

(d) Material Changes and Commitments, if
any, affecting the Financial Position of the
Company:

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

(e) Deposits:

The Company has neither accepted nor renewed any
deposits from public during the year nor has any outstanding
Deposits in terms of Section 73 of the Companies Act, 2013.

Further there were no Deposits which are not in compliance
of the requirements of Chapter V of the Act.

(f) Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.

(g) Annual Return:

The extracts of Annual Return [MGT-9] Pursuant to the
provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 has been
placed on the website of the Company and can be accessed
at www.heranba.co.in

(h) Particulars of employees:

The Statement of Disclosure of Remuneration under Section
197 of the Companies Act, 2013 read Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-VIII.

(i) Status of Listing Fees:

The Shares of the Company are continued to be listed on the
BSE Limited ("BSE") and National Stock Exchange of India
Limited ("NSE").

Listing Fees till date have been duly paid to BSE and NSE,
where Company''s shares are Listed.

(j) Disclosure Pursuant to Section 197(14)
of the Companies Act, 2013 and rules made
thereunder.

The Managing Director and Whole Times Directors except
Mr. Raunak R Shetty of the Company are not in receipt of
any remuneration and/or commission from any subsidiary
Company, as the case may be.

Mr. Raunak R Shetty, Whole Time Director of the Company
is in receipt of remuneration of '' 2 Lakhs Per month from
Mikusu India Private Limited, a wholly owned subsidiary
Company of your Company. The above remuneration is in
accordance with the provision of the Companies Act, 2013.

(k) Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited, 1^st Floor, Bharat Tin
Works Building, Opp Vasant Oasis, Makwana Road, Andheri
(East), Mumbai- 400 059 Tel No- 91 22 6263 8200 is the
Registrar and Share Transfer Agent of the Company for the
physical and Demat shares. The Members are requested to
contact directly for any requirements.

(l) Disclosure with respect to Unclaimed Suspense Account:

In terms of Regulation 39 of the Listing Regulations, details of the equity shares lying in the Unclaimed Suspense Account
are as follows:

Particulars	No. of shareholders	No. of equity shares
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on April 1, 2024	1	23
Less: Number of shareholders who approached the Company for transfer of shares	0	0
Add: Number of shareholders and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	0	0
Less: Number of shares transferred to IEPF Authority during the year	0	0
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on March 31, 2025	1	23

The voting rights on the shares in the suspense account as on March 31, 2025 shall remain frozen till the rightful owner claims
the shares.

(m) Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly
constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary
labour, sexual harassment and discriminatory employment was reported during the FY 2024-25. The Company has a policy
on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a
free and fair enquiry with clear timelines.

(n) Material Orders passed by Regulators,
Courts or Tribunal:

There were no significant or material orders passed by
the Regulators, Courts or Tribunal which impact the going
concern status of the Company and the Company''s
operations in future.

(o) Research and Development and Quality
Control:

The activities of R & D consist of improvement in the process
of existing products, decrease of effluent load and to
develop new products and by-products.

The management is committed to maintain the quality control
and it is the strength of the Company. All raw materialand
finished products and materials at various stagesof process
pass through stringent quality check for the better result and
product.

(p) Proceeding under The Insolvency and
Bankruptcy Code, 2016:

There were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as of March 31, 2025.

(q) Miscellaneous:

During the year, there were no transactions requiring
disclosure or reporting in respect of matters relating to:

i) issue of equity shares with differential voting rights as
to dividend, voting or otherwise;

ii) issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

iii) raising of funds through preferential allotment or
qualified institutional placement;

iv) instance of one-time settlement with any bank or
financial institution.

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

(A) Conservation of Energy and Technology Absorption:

Power and fuel Consumption:

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of Particulars
regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules. The details are
as follows:

Particulars	31/03/2025 |	31/03/2024
(1) Electricity
Purchased units	3,00,68,445	2,90,51,047
Total Amount ('' in crores)	27.00	28.85
Rate per Unit (in '')	8.98	9.93
(2) Own Generator
Fuel (Diesel) units	55,60,025	55,84,488
Total Amount ('' in crores)	35.53	36.47
Rate per Liter (in '')	63.90	65.30

(B) Technology Absorption:

The technology required for the Company is available indigenously

(C) Foreign Exchange Earnings & Outgo:

Particulars	31/03/2025	31/03/2024
Earnings	428.28	423.47
Outgo	136.71	58.30

30. DIRECTORS RESPONSIBILITY
STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submits its
responsibility Statement:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a
going concern basis; and

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

31. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to Bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your
Companies activities during the year under review. Your
Directors deeply appreciate the committed efforts put in
by employees at all levels, whose continued commitment
anddedication contributed greatly to achieving the goals
set by your Company. Your Directors also acknowledges
gratefully the shareholders for their support and confidence
reposed on your Company.

For Heranba Industries Limited

Sadashiv.K.Shetty Raghuram. K. Shetty

Chairman Managing Director

DIN: 00038681 DIN:00038703

Date: August 12, 2025 Date: August 12, 2025

Place: Mumbai Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in submitting their 32^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31,2024.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

('' in Crore except per share)

Particulars	Financial year ended 31-03-2024	Financial year ended 31-03-2023
Revenue from Business Operations	1,274.75	1,324.38
Other Income	30.39	13.58
Total Income	1,305.14	1,337.96
Total Expenses	1,214.75	1,193.82
Profit/(loss) before Tax	90.39	144.14
Less: Tax Expenses (including for earlier years)	24.04	34.03
Net Profit/(Loss) After Tax	66.35	110.11
Paid Up Equity Share Capital (Face Value '' 10 each fully paid up)	40.01	40.01
Other Equity	837.45	776.10
Earning Per Share (Basic/Diluted)	16.58	27.52

2. DIVIDEND:

The Board of Directors has recommended a final dividend @ '' 1.25 (Rupees One and Paise Twenty Five) per equity share of the face value of '' 10.00 (Rupees Ten) each (i.e. 12.5% of the face value) for the financial year ended March 31,2024, subject to approval of the shareholders at the ensuing 32^nd Annual General Meeting (AGM). Dividend, if approved by the Shareholders at the enusing Annual General Meeting will absorb '' 5.00 Crore (approx). The Final Dividend shall be paid within 30 days of its declaration at the 32^nd AGM.

3. FINACIAL PERFORMANCE AND OPERATIONAL REVIEW:

Revenue from Operations stood at '' 1,274.75 Crore in FY24 as compared to '' 1,324.38 Crore in FY23. EBITDA stood at '' 126.99 Crore during the year with EBITDA margin at 9.96% in FY24. Profit After Tax stood at '' 66.35 Crore in FY24 as compared to '' 110.11 Crore in FY23.

The Company''s FY24 revenues stood at '' 1,274.75 Crore restricted by unfavourable global economic scenario, inventory build-up in the system and sluggish demand from key export regions. However, we have witnessed decent traction for our formulation products in both domestic and export markets. The EBITDA margins remained muted during FY24 due to lower price realization in export markets and falling prices in finished goods. Despite of a challenging year, Heranba''s Balance Sheet continues to remain strong.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 32^nd Annual Report of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). However, the Company has unclaimed dividend pertaining to financial years 2020-21,2021-22 and 2022-23 as mentioned below:

Sr. No. Dividend pertaining to Financial Years	Type	Date of Declaration	Amount (In '') Due Date of Transfer to IEPF
1. 2020-21	Final Dividend	September 14, 2021	'' 28,138.30/- September 14, 2028
2. 2021-22	Final Dividend	July 27, 2022	'' 39,725/- August 27, 2029
3. 2022-23	Final Dividend	August 24, 2023	'' 39, 746.75/- September 30, 2030
Total			'' 1,07,610.05/-

The Company is in process to intimate all the shareholders who have not claimed dividend on shares.

6. SHARE CAPITAL:

Authorised Capital

As on March 31, 2024, the Authorized share capital of the Company stood at '' 45,00,00,000/- (Rupees Forty Five Crore Only) divided into 4,50,00,000 (Four Crore and Fifty Lakh) equity shares of '' 10/- (Rupees Ten) Each.

Paid up Capital

As on March 31, 2024, the issued, subscribed and paid up Equity share capital of your Company stood at '' 40,01,34,670/-(Rupees Forty Crore One Lakh Thrity Four Thousand Six Hundred Seventy Only) divided into 4,00,13,467 (Four Crore Thirteen Thousand Four Hundread And Sixty Seven) Equity shares of '' 10/- (Rupees Ten) each.

As on March 31, 2024, the entire share capital of the Company has been dematerialized.

There is no changes in the capital structure of the Company during the year.

7. FINANCE:

During the year under review, the Company availed the working capital credit facilities from the Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the prinicipal amount of the aforesaid facilities.

8. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profis to the Shareholders. The Policy is attached as “AnnexureT and is also available on the website of the Company i.e., www.heranba.co.in under the Investors Relations-Section.

However the Company is out of purview of top 1000 listed entities based on market capitalization calculated as on March 31 2024.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into with Related Parties during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no Materially Related Party Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements. The Compnay has not entered into any transaction with its Promoters, Directors, Key Managerial Personnel or other designated person which may have potential conflict with the interest of the Company at large.

All Related Party Transaction are placed on a half yearly basis before the Audit Committee for approval/ratification/noting etc.

The Audit Committee has reviewed the related party transactions as mandatorily required under relevant provisions of the Listing Regulations.

The said transactions are in the ordinary course of business and at arm''s length basis. The Company had taken omnibus approvals for indicative transactions proposed during the financial year ended March 31,2024.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website may be accessed on the Company''s website.

All The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are attached herewith in “Annexure-M" in Form No. AOC-2.

Further Suitable Disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements in the Annual Report.

10. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed Mr. Kamal Dharewa, Chartered Accountant of M/s KD Practice Consulting Pvt. Ltd. as the Internal Auditor to manage the internal controls of the Company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

11. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2024 was '' 12.06 Crore. The Company''s working capital management is based on a well-organized process of continuous monitoring and control on Receivables, Inventories and other parameters.

12. INSURANCE:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured. The Company has obtained the Director & Officer (D&O) policy for its Directors and Officers.

13. CREDIT RATING:

As on the date of this report, the Credit Rating as provided by CRISIL Rating Limited (A Credit Rating Agency "CRISIL''¹) on the Total Bank Loan Facilities of Heranba Industries Limited are as under:

Long-Term Rating	CRISIL A/Positive (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Policy under which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel partners and vendors to report Significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious concerns that could have grave impact on the operations and performance of the business of Heranba Industries Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns ethical behavior, actual or suspected fraud or violation of the code of conduct mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the Company''s website may be accessed on the Company''s website.

15. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance” against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel”. The Code has been posted on the Company''s website www.heranba.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate from the Managing Director to this effect form part of this report and annexed as Annexure-III.

16. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession

of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Company is maintaining the Structual Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

17. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website i.e. www.heranba. co.in under "Investors Relation- Corporate Governance” Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Practising Company Secretary''s Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

18. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR”):

The Business Responsibility & Sustainability Report (“BRSR”) for the year under review, as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 32^nd Annual Report of the Company.

19. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Raghuram K. Shetty, Managing Director and Mr. Rajkumar Bafna, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31,2024 at its meeting.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Heranba Industries Limited is exposed to risks such as Natural Disaster, Occupational health & safety hazards, Supply Chain Risk, Quality of Products, Business dynamics Risks, Business Operations Risks, liquidity risk, Interest rate risk, Credit Risks, Logistic Risks, Pollution Free Environment Risk, Market Risks/ Industry Risks, Human Resource Risks, Disaster Risks, System Risks and Legal Risks, Data Protection Risk, Credit risk and Operational risk that are inherent in the agrochemical Industry.

The Company has adopted the systematic approach to mitigate the risk associatited with the objectives, operations, revenues and regulations.

By strictly following the regulatory norms and Guidelines, the Company effectively manages the risks and has a focused Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor the risk associated with the Company. The said Committee from to time discussed risk and mitigation measure adopted to mitigate the risk. The Committee recommend from time to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Company''s website www.heranba.co.in.

21. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

22. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of '' 4.05 Crore for FY 2023-24 whereas the total Amount required to be spent was '' 4.05 Crore for the financial year 2023-24. The detailed Report on CSR Activities as per Annexure-IV.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Share Purchase Agreement dated November 08, 2023 (“Share Purchase Agreement”)

was executed among the Promoter Sellers, Other Selling Shareholders of Daikaffil Chemicals India Limited (“Daikaffil”-Target Company) and Mikusu India Private Limited (Mikusu-Acquirer Company), a wholly owned subsidiary Company of Heranba, along with Heranba Industries Limited (“Heranba”) (Person acting in concert).

Pursuant to the said Share Purchase Agreement, Mikusu acquired 29,08,719 (Twenty Nine Lakh Eight Thousand Seven Hundred and Nineteen) Equity Shares, which constitutes 48.48% (Forty Eight point Forty Eight percent) of the Equity and Voting Share Capital of Daikaffil from the Promoter Sellers and Other Selling Shareholders of Daikaffil.

As Mikusu is 100% Wholly owned Subsidiary Company of Heranba and the Mikusu has a defacto control on Daikaffil being the single largest shareholder who has controlling votes at the AGM of the Company. Hence, Daikaffil is considered as the Subsidiary Company of Mikusu and in turn a Step-Down Subsidiary of Heranba Industries Limited.

As on March 31, 2024, the Company has two 100% wholly owned subsidiary companies namely Mikusu India Private Limit and Heranba Organics Private Limited. The Company has one Step-Down Subsidiary Company namely Daikaffil Chemicals India Limited.

A Statement containing the basic financial details of the aforesaid subsidiary companies in Form AOC-I is annexed as Annexure-V.

24. DIRECTORS & KMP:

a. Appointment/Re-appointment/Resignation of Directors:

At the ensuring Annual General Meeting, Mr. Sadashiv K. Shetty (DIN: 00038681) and Mr. Raghuram K. Shetty (DIN: 00038703),

would retire by rotation and being eligible for the re-appointment, offers themselves for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of these Directors, are given in the Notice convening the 32^nd Annual General Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013:

(a) Mr. Sadashiv K. Shetty, Chairman;

(b) Mr. Raghuram K. Shetty, Managing Director;

(c) Mr. Shriraj S. Shetty, Wholetime Director;

(d) Mr. Raunak R. Shetty, Wholetime Director;

(e) Mr. Rajkumar Bafna, Chief Financial Officer;

(f) Mr. Abdul Latif, Company Secretary.

There is no changes among the KMP during the year.

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

d. Annual Evaluation:

The Company has the Evaluation Policy, Remuneration Policy and The criteria for determining qualifications, positive attributes and independence of a director. Based on the above policies and criteria, the Nomination and Remuneration Committee evaluated the performance of Individual directors. The Independent Directors at their separate meeting, also reviewed the performance of the Non-Independent Directors and Board as a whole and also review the performance of the Chairman and further assessed the quality of flow of the information between the Board and Management. In addition to the above evaluation, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its Committees of the Board of Directors. The performance of Individual Director vis-a-vis Board and Committees found satisfactory.

e. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178(3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the committee along with the approval of the board has revised the said policy.

f. Non-Disqualifications of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Practising Company Secretary''s Certificate confirming the above is annexed herewith as Annexure-VI.

25. AUDITORS:

a. Statutory Auditor:

The Members of the Company at the 30^th Annual General Meeting (''AGM'') held on Wednesday, July 27, 2022 approved the appointment of Messrs. Natvarlal Vepari & Co., Chartered Accountants (Registration No. 106971W), as the Statutory Auditor of the Company for a period of 5 (five) years from the conclusion of 30^th Annual General Meeting ("AGM”) till the conclusion of the 35^th (Thirty Fifth) AGM.

b. Cost Records & Cost Auditors:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records & Audit) Rules, 2014, the Company maintains the cost records & accounts in respects of products manufactured by the Company which needs to be audited by the Cost Auditor.

In compliance to the above, the Board of Directors has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as the Cost Auditors of the Company for the financial year ended March 31, 2024. As required by the Act, the remuneration of the

Cost Auditor has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

c. Secretarial Auditors & Secretarial Audit Report:

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed M/s. K. C. Suthar & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year under review.

The Secretarial Audit Report issued in the Form MR-3 given by the Company secretary in practice is annexed with the report as Annexure-VII.

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

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a. Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

b. Secretarial Audit Report By Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c. Details of Fraud reported by Auditors:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

27. OTHER DISCLOSURE:

a. Meetings:

The details of the various meetings of the Board and its committees are provided in the Corporate Governance Report.

b. Committees of the Board:

The details of the various committes constituted by the Board are provided in the Corporate Governance Report.

c. Change in the nature of business:

There has been no change in the Nature of Business during the year under review. Further no material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company.

d. Material Changes and Commitments, If Any affecting the Financial Position of the Company:

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

e. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

f. Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

g. Annual Return:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.heranba.co.in.

h. Particulars of employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII.

i. Status of Listing Fees:

The Shares of the Company are continued to be listed on the BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”).

Listing Fees till date have been duly paid to BSE and NSE, where Company''s shares are Listed.

j. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made thereunder:

The Managing Director and Whole-Time Directors except Mr. Raunak R. Shetty of the Company are not in receipt of any remuneration and/or commission from any subsidiary Company, as the case may be.

Mr. Raunak R. Shetty, Whole-Time Director of the Company are in recipt of remuneration of '' 2 Lakh Per month from Mikusu India Private Limited, a wholly owned subsidiary Company of your Company. The above remuneration are in accordance with the provision of the Companies Act, 2013.

k. Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited, 1^st Floor, Bharat Tin Works Building, Opp Vasant Oasis, Makwana Road, Andheri (East), Mumbai-400 059, Tel No.: 91 22 6263 8200 is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

l. Disclosure with respect to Unclaimed Suspense Account:

In terms of Regulation 39 of the Listing Regulations, details of the equity shares lying in the Unclaimed Suspense Account are as follows:

Particulars	No. of shareholders	No. of equity shares
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on April 01,2023	1	23
Less: Number of shareholders who approached the Company for transfer of shares	0	0
Add: Number of shareholders and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	0	0
Less: Number of shares transferred to IEPF Authority during the year	0	0
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on March 31,2024	1	23

The voting rights on the shares in the suspense account as on March 31,2024 shall remain frozen till the rightful owner claims the shares.

m. Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2023-24. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines.

n. Material Orders passed by Regulators, Courts or Tribunal:

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

o. Research and Development and Quality Control:

The activities of R & D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. AH raw material and finished products and materials at various stages of process pass through stringent quality check for the better result and product.

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

a. Conservation of Energy and Technology Absorption:

Power and fuel Consumption:

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

The details are as follows:

Particulars	31-03-2024	31-03-2023
(1) Electricity
Purchased units	2,90,51,047	29,9,13,826
Total Amount ('' in Crore)	28.85	27.22
Rate per Unit (in '')	9.93	9.10
(2) Own Generator
Fuel (Diesel) units	55,84,488	86,70,528
Total Amount ('' in Crore)	36.47	55.49
Rate per Liter (in '')	65.30	64.00

b. TECHNOLOGY ABSORPTION:

The technology required for the Company is available indigenously.

c. FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars	31-03-2024	31-03-2023
Earnings	423.47	534.70
Outgo	58.30	165.02

29. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of

the Companies Act, 2013 the Board hereby submits its

responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of March 31,2024.

31. OTHER DISCLOSURES:

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a. issue of equity shares with differential voting rights as to dividend, voting or otherwise;

b. issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c. raising of funds through preferential allotment or qualified institutional placement;

d. instance of one-time settlement with any bank or financial institution.

32. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment anddedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Heranba Industries Limited

Sadashiv K. Shetty Raghuram K. Shetty

Place: Mumbai Chairman Managing Director

Dated: May 27, 2024 DIN: 00038681 DIN: 00038703

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Mar 31, 2023

Your Directors have pleasure in submitting their 31^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2023.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

(^ in crore except per share)
Particulars	Financial Year Ended
	March 31, 2023	March 31, 2022
Revenue from Business Operations	1,324.38	1,450.37
Other Income	13.58	19.35
Total Income	1,337.96	1,469.72
Total Expenses	1,193.82	1,214.47
Profit/(loss) before Tax	144.14	255.25
Less: Tax Expenses (including for earlier years)	34.03	66.19
Net Profit/(Loss) After Tax	110.11	189.06
Paid Up Equity Share Capital (Face Value ^ 10 each fully paid up)	40.01	40.01
Other Equity	776.10	674.44
Earning Per Share (Basic/Diluted)	27.52	47.25

2. DIVIDEND:

The Board of Directors has recommended a final dividend @ ^ 1.25 (Rupees One and Paise Twenty Five) per equity share of the face value of ^ 10.00 (Rupees Ten) each (i.e. 12.5% of the face value) for the financial year ended March 31, 2023, subject to approval of the shareholders at the ensuing 31^st Annual General Meeting (AGM). Dividend, if approved by the Shareholders at the enusing Annual General Meeting will absorb ? 5.00 crore (approx). The Final Dividend shall be paid within 30 days of its declaration at the 31^st AGM.

3. FINACIAL PERFORMANCE AND OPERATIONAL REVIEW:

Revenue from Operations stood at ^ 1,324.38 crore in FY23 as compared to ^ 1,450.37 crore in FY22. EBITDA stood at ^ 174.6 crore during the year with EBITDA margin at 13.05% in FY23. Profit After Tax stood at ^ 110.11 crore in FY23 as compared to ^ 189.06 crore in FY22.

The Company''s FY23 revenues stood at ^ 1,324.38 crore in FY23 restricted by unfavourable global economic scenario, inventory build-up in the system and sluggish demand from key export regions. However, your Company have witnessed decent traction for our formulation products in both domestic and export markets. The EBITDA margins remained muted during FY23 due to lower price realization and higher power & fuel costs. Despite of a challenging year, Heranba''s Balance Sheet continues to remain strong with ''Net Debt Free'' status coupled with healthy gross cash & cash equivalents balance of

^ 118.63 crore as on March 31, 2023 fuelling the Company''s capex plans.

The Company received six CIB registrations between March and April-2023 and began its FY24 journey on a high note. These registrations are part of the strategy to launch five new products out of Sarigam technical plant. These products would be launched in both technical and formulations segments. Approvals for formulations are already in place with the Company.

These products have already achieved success at the pilot stage after R&D clearance. Initially, the Company will manufacture small quantities of technical for its own branded formulations and subsequently enter the B2B markets once the Sarigam technical plant starts commercial production.

The Company has received an Order from GPCB instructing the Company to prohibit and close the operation at its Vapi''s Pant Unit-I situated at 1504, 1505, 1506, Phase-III, GIDC, Vapi & Unit-II situated at A-2, 2214/2215, Phase No. -III, Phase-III, GIDC, Vapi (“Said Order”). GPCB has laid certain conditions and has asked the Company to fulfil the same.

Heranba''s has aptly responded to the Gujarat Pollution Control Board (GPCB) closure notice for its Vapi plant. The management is confident to resume the commercial production from the Vapi unit in the coming days and the GPCB''s temporary Vapi plant''s closure notice has no impact on Heranba''s future business operations.

Heranba being responsible Company stands by its commitment to long term sustainability and ethical way of doing business.

The Company continues to strengthen its product portfolio with new product registrations in both domestic & export markets and leverage its distribution network for delivering growth in the coming years.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 31^st Annual Report of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL:

As on March 31, 2023, the Authorized share capital of the Company stood at ? 45,00,00,000/- (Rupees Forty Five crore Only) divided into 4,50,00,000 (Four core and fifty lakh) equity shares of ? 10/- (^ Ten) Each.

As on March 31, 2023, the issued, subscribed and paid up Equity share capital of your Company stood at ? 40,01,34, 670/- (Rupees Forty crore One lakh Thrity Four Thousand Six Hundred Seventy Only) divided into 4,00,13,467 (Four crore Thirteen Four Hundread And Sixty Seven) Equity shares of ? 10/- (^ Ten) each.

As on March 31,2023, the entire share capital of the Company has been dematerialized.

7. FINANCE:

During the year under review, the Company availed the working capital credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the prinicipal amount of the aforesaid facilities.

8. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profis to the Shareholders. The Policy is attached as Annexure-I and is also available on the website of the Company i.e., www.heranba.co.in under the Investors Relations-section.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into with Related Parties during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no Materially Related Party Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements. The Company has not entered into any transaction with its Promoters, Directors, Key Managerial Personnel or other designated person which may have potential conflict with the interest of the Company at large.

All Related Party Transaction are placed on a quarterly basis before the Audit Committee for approval/ratification/noting etc.

The Audit Committee has reviewed the related party transactions as mandatorily required under relevant provisions of the Listing Regulations.

The said transactions are in the ordinary course of business and at arm''s length basis. The Company had taken omnibus approvals for indicative transactions proposed during the financial year ended March 31,2023.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website may be accessed on the Company''s website.

All The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith in Annexure-II in Form No. AOC-2.

Further Suitable Disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements in the Annual Report.

10. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed M/s KD Practice Consulting Pvt. Ltd. as the Internal Auditor to manage the internal controls of the Company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

11. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31,2023 was ? 118.63 crore. The Company''s working capital management is based on a well-organized process of continuous monitoring and control on Receivables, Inventories and other parameters.

12. INSURANCE:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured. The Company has obtained the Director & Officer (D&O) policy for its Directors and Officers.

13. CREDIT RATING:

As on the date of this report, the Credit Rating as provided by CRISIL Rating Limited (A Credit Rating Agency “CriSIL”) on the Total Bank Loan Facilities of Heranba Industries Limited are as under:

Long-Term Rating	CRISIL A/Positive (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Policy under which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel partners and vendors to report Significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious concerns that could have grave impact on the operations and performance of the business of Heranba Industries Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns ethical behavior, actual or suspected fraud or violation of the code of conduct mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the Company''s website may be accessed on the Company''s website.

15. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of conduct for Board of Directors and Senior Management Personnel”. The Code has been posted on the Company''s website www.heranba.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate

from the Managing Director to this effect form part of this report and annexed as Annexure-III.

16. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

17. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website

i.e. www.heranba.co.in under “Investors Relation-Corporate Governance” Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Practising Company Secretary''s Certificate conforming compliance with Corporate Governance norms is annexed to this Report.

18. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Raghuram K Shetty, Managing Director and Mr. Rajkumar Bafna, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2023 at its meeting.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Heranba Industries Limited is exposed to risks such as Natural Disaster, Occupational health & safety hazards, Supply Chain Risk, Quality of Products, Business dynamics Risks, Business Operations Risks, liquidity risk, Interest rate risk, Credit Risks, Logistic Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Disaster Risks, System Risks and Legal Risks, Data Protection Risk, Credit risk and Operational risk that are inherent in the agro chemical Industry.

The Company has adopted the systematic approach to mitigate the risk associatited with the objectives, operations, revenues and regulations.

By strictly following the regulatory norms and Guidelines, the Company effectively manages the risks and has a focused Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor the risk associated with the Company. The said Committee from to time discussed risk and mitigation measure adopted to mitigate the risk. The Committee recommend from time to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Company''s website www.heranba.co.in.

20. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of ? 4.26 crore. for F.Y. 2022-23 whereas the total Amount required to be spent was ? 3.95 crore. crore for the financial year 2022-23. The detailed Report on CSR Activities as per Annexure-IV.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Your Company has incorporated two New Wholly Owned Subsidiary Companies in India under the name of Mikusu India Private Limited and Heranba Organics Private Limited.

A Statement containing the basic financial details of the aforesaid subsidiary companies in Form AOC-I is annexed as Annexure-V.

23. DIRECTORS & KMP:

a. Appointment/Re-appointment/Resignation of Directors.

During the year under review, Mr. Nimesh S Singh (DIN: 00062998), Non Executive Independent Director resigned from the Board w.e.f. August 12, 2022.

Mrs. Sujata S Shetty (DIN: 00632563), Executive Director resigned from the Board w.e.f. August 25, 2022.

Mr. Kaushik H Gandhi (DIN: 01265059), Non Executive Independent Director resigned from the Board w.e.f. November 08, 2022.

Mrs. Vanita R Shetty (DIN: 02493401), Executive Director resigned from the Board w.e.f. November 08, 2022.

At the ensuing Annual General Meeting, Mr. Shriraj S Shetty (DIN: 06609014), would retire by rotation and being eligible for the re-appointment, offers himself for re-appointment.

At this ensuing General Meeting, Your Board recommended for your approval for the re-appointment of the below mentioned directors. A resolution relating to the aforesaid re-appointments are being placed at this 31^st AGM before the Members for their approval.

i. the re-appointment of Shri Sadashiv K Shetty (DIN: 00038681), as a Whole Time Director designated as Executive Chairman of the Company, whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from November 01, 2023 till October 30, 2028 and also the continuation of the appointment of Shri Sadashiv K Shetty (DIN: 00038681), as a Whole Time Director designated as Executive Chairman of the Company on attaining the age of 70 years on June 13, 2024 for the remaining period of his term of 5 years i.e. until October 30, 2028.

ii. the re-appointment of Shri Raghuram K Shetty (DIN: 00038703) as a Managing Director of the Company,

whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from November 01, 2023 till October 30, 2028.

iii. the re-appointment of Shri Raunak R Shetty (DIN: 08006529) as a Whole Time Director designated as Executive Director of the Company, whose office will be liable to determination by retirement by rotation, for a period of five (05) years with effect from April 01,2024 till March 31, 2029.

iv. the re-appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from July 09, 2023 till July 08, 2028 and continuation of the appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Non-Executive Independent Director of the Company on attaining the age of 75 years on December 20, 2027 for the remaining period of his second term of 5 consecutive years i.e. until July 08, 2028.

v. the re-appointment of Mr. Anilkumar M Marlecha (DIN: 08193193) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from August 31, 2023 till August 30, 2028, and whose office shall not be liable to retire by rotation.

vi. the re-appointment of Mr. Ganesh N Vanmali (DIN: 07833853) as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from August 31, 2023 till August 30, 2028, and whose office shall not be liable to retire by rotation.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of these Directors, are given in the Notice convening the 31^st Annual General Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013.

(a) Mr. Sadashiv K Shetty, Chairman & Executive Director

(b) Mr. Raghuram K Shetty, Managing Director

(c) Mr. Rajkumar Bafna, Chief Financial Officer.

(d) Mr. Abdul Latif, Company Secretary.

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1 )(b) of the Listing Regulations and that they are independent of the management.

d. Annual Evaluation:

The Company has the Evaluation Policy, Remuneration Policy and The criteria for determining qualifications, positive attributes and independence of a director. Based on the above policies and criteria, the Nomination and Remuneration Committee evaluated the performance of Individual directors. The Independent Directors at their separate meeting, also reviewed the performance of the non independent directors and Board as a whole and also review the performance of the Chairman and further assessed the quality of flow of the information between the Board and Management. In addition to the above evaluation, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its Committees of the Board of Directors. The performance of Individual Director vis-&-vis Board and Committees found satisfactory.

e. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive

attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has decided to form Remuneration Committee.

f. Non Disqualifications of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Practising Company Secretary''s Certifcate confrming the above is annexed herewith as Annexure-VI.

24. AUDITORS:

a. Statutory Auditor:

The Members of the Company at the 30^th Annual General Meeting (''AGM'') held on Wednesday, July 27, 2022 approved the appointment of Messrs. Natvarlal Vepari & Co., Chartered Accountants (Registration No. 106971W), as the Statutory Auditor of the Company for a period of 5 (five) years from the conclusion of 30^th Annual General Meeting (“AGM”) till the conclusion of the 35^th (Thirty Fifth) AGM.

b. Cost Records & Cost Auditors:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records & Audit) Rules, 2014, the Company maintains the cost records & accounts in respects of products manufactured by the Company which needs to be audited by the Cost Auditor.

In compliance to the above, the Board of Directors has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as the Cost Auditors of the Company for the financial year ended March 31, 2024. As required by the Act, the remuneration of the Cost Auditor has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

c. Secretarial Auditors & Secretarial Audit Report:

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed M/s. K. C. Suthar & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year under review.

The Secretarial Audit Report issued in the Form MR-3 given by the Company secretary in practice is annexed with the report as Annexure-VII.

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

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a. Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

b. Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c. Details of Fraud Reported by Auditors:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

26. OTHER DISCLOSURE:

a. Meetings:

The details of the various meetings of the Board and its committees are provided in the Corporate Governance Report.

b. Committees of the Board:

The details of the various committes constituted by the Board are provided in the Corporate Governance Report.

c. Change in the Nature of Business:

There has been no change in the Nature of Business during the year under review. Further no material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company.

d. Material Changes and Commitment if any Affecting the Financial Position of the Company:

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

e. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

f. Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

g. Annual Return:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.heranba.co.in

h. Particulars of Employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VIII.

i. Status of Listing Fees:

The Shares of the Company are continued to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

Listing Fees for the Financial Year 2023-24 have been duly paid to BSE and NSE, where Company''s shares are Listed.

j. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made thereunder.

The Managing Director and Whole Times Directors of the Company are not in receipt of any remuneration and/or commission from any subsidiary Company, as the case may be.

k. Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

l. Compunding of Offence:

There have been certain non-compliances in respect of the Company law related matter for which the Compounding application was filed by Company voluntarily with the Registrar of Companies.

Out of the aforesaid compounding applications, one application relating to the non appointment of Internal Auditor in terms of Section 138 of the Companies Act, 2013 has been disposed off and the defaults has been compounded by paying the proper compounding fees. Further the aforesaid defaults has been made good by the Company by way of appointing the internal auditor.

One compounding application filed by the Company under section 203 of the Companies Act for late appointment of Company Secretary [KMP] by 79 days delayed from the date of applicability. However it is appeared from the Section-203 that provides the cooling period of 6 months from the date of applicability. The Company has appointed the KMP within 3 months from the date of applicability and therefore, the Company has complied with the provisions of section 203 of the Companies Act, 2013 and hence the said application has been withdrawn.

m. Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2022-23. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines

n. Material Orders passed by Regulators, Courts or Tribunal:

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

o. Research and Development and Quality Control:

The activities of R&D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. All raw materialand finished products and materials at various stages of process pass through stringent quality check for the better result and product.

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

a. Conservation of Energy and Technology Absorption:

Power and fuel Consumption:

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

The details are as follows:

Particulars	As at March 31, 2023	March 31, 2022
(1) Electricity
Purchased units	2,99,13,826	3,02,11,756
Total Amount in crore)	27.22	24.16
Rate per Unit (in ?)	9.10	8.00
(2) Own Generator
Fuel (Diesel) units	86,70,528	65,41,882
Total Amount (^ in crore)	55.49	41.71
Rate per Liter (in ?)	64.00	63.76

b. Technology Absorption:

The technology required for the Company is available indigenously.

c. Foreign Exchange Earnings & Outgo:

Particulars	As at March 31, 2023	March 31, 2022
Earnings	534.70	600.77
Outgo	165.02	195.62

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d. The directors had prepared the annual accounts on a going concern basis; and

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

29. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Heranba Industries Limited

Date: May 30, 2023 Sadashiv K. Shetty Raghuram K. Shetty

Place: Mumbai Chairman Managing Director

DIN: 00038681 DIN: 00038703

---

Mar 31, 2022

Your Directors have pleasure in submitting their 30^thAnnual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2022.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:		(? in million except per share)
Particulars	Financial Year Ended
	31/03/2022	31/03/2021
Revenue from Business Operations	14,503.73	12,186.47
Other Income	193.50	70.30
Total Income	14,697.23	12,256.77
Total Expenses	12,144.73	10,173.92
Profit/(loss) before Tax	2,552.50	2,082.85
Less: Tax Expenses (including for earlier years)	661.87	540.59
Net Profit/(Loss) After Tax	1890.63	1,542.26
Paid Up Equity Share Capital ( Face Value ? 10 each fully paid up)	400.13	400.13
Other Equity	6,774.45	4,881.21
Earning Per Share (Basic/Diluted)	47.25	39.41

2. DIVIDEND:

The Board of Directors has recommended the final dividend of ? 2 (? Two) per equity share of the face value of ? 10.00 (? Ten) each (i.e. 20% of the face value) for the financial year ended March 31, 2022, subject to approval of the shareholders at the ensuing 30^th Annual General Meeting (AGM). Dividend, if approved by the Shareholders at the enusing Annual General Meeting will absorb ^ 80.03 million. The Final Dividend shall be paid within 30 days of its declaration at the 30^th AGM. Your company is in the growth phase with steady profits and looks forward to more such dividends in near future.

3. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW:

Revenue from Operations stood at ? 14,504 million in FY22 as compared to ? 121,86 million in FY21 - growth of 19.02%. EBITDA (incl. other income) at ? 2,791 million in FY22 as compared to ? 2,284 million in FY21 - growth of 22.22%. EBITDA (incl. other income) Margins were at 19.24% in FY22, well within the guided range. Profit After Tax at ? 1,891 million in FY22 as compared to ? 1,542 million in FY21 - growth of 22.59%.

We are pleased to announce that we have reported a strong set of numbers for the fiscal year 2021-22, wherein we saw an increase of 19% in our revenues and of 23% in our PAT numbers on a year-on-year basis. This along with EBITDA margin being in the guided range of 18% to 20%, we are set to carry the momentum in FY23.

Leveraging our integrated manufacturing facilities and wide distribution network, we are in pursuit of expanding our already diverse customer case by accelerating our product registrations across the globe in order to continue Heranba''s growth momentum.

FY22 was a very good year for the Company. Due to normal mansoon, there was good demand of the Company''s products and therefore, the overall perfromance of the Company improved. Further, Good mansoon was forecasted for this year 2022-23. The Company believe to further improve its performance during FY23.

The Company has continued to manufacture, sell, distribute, operate and provide goods and services to its customers, which had been declared as an essential service, without any significant disruptions during ongoing COVID-19 crisis. However, disruptions to businesses worldwide and economic slowdown may have its eventual impact on the Company. The Company has evaluated its liquidity position and of recoverability and carrying values of its assets and accordingly at present the management does not see any medium to long term risks in the Company''s ability to continue as a going concern and meeting its liabilities as and when they fall due.

You company has a healthy Net worth of ^ 7,144.58 million as at March 31, 2022.

The Company received Environmental Clearance from Ministry of Environment, Forest and Climate Change of Government of India, for expansion of Pesticides Intermediates, Fungicides, Herbicides, Insecticides Manufacturing at Plot No-2817/1, Chemical Zone, Near Sandhya Chemical, Notified Industrial Area, GIDC Sarigam, Taluka Umbergaon, District Valsad, Gujarat ("Sarigam Plant"). Heranba has an existing land parcel measuring 55,000 sqm at Sarigam and no additional land will be required for the proposed expansion. The Company has developed greenbelt in area of 5,500 sqm and is developing greenbelt in an area of 12,650 sqm covering 33% of the project area. This expansion plan will entail setting up an additional manufacturing capacity of 24,900 TPA for manufacturing of Insecticides, Fungicides, Herbicides and Pesticides

Intermediates. This Project create employment opportunities for 170 persons directly & 100 persons indirectly

The Company has received a Consent to Establish ("CTE") from Gujarat Pollution ControlBoard ("GPCB") for manufacturing of pesticides, intermediates, fungicides, herbicides and insecticides ("Products") at its Plot situated at Plot No. C-195 and C-196 in the Saykha Industrial Estate, within the village limits of Saykha, Taluka-Vagra, Dist. Bharuch ("Saykha Plot"). Heranba has a parcel of land measuring around 34,600 sqm at Saykha, for further expansion. It had already received the Environmental Clearance from the Ministry of Environment, Forest & Climate Change, Government of India to setting up manufacturing unit of capacity 10680 TPA at Saykha Plot for its ''Products''.

In addition to the above, The Company has acquired additionalIndustrialPlot No-T- 108 109 admeasuring

57,248.29 sqm at Saykha Industrial Estate for further expansion of the Manufacturing Units,

The Company has acquired Industrial Plot No-A/2211 measuring 2702 sqm adjacent to Manufacturing Unit II of the Company located at Plot No. A-2/2214, A-2/2215, III Phase GIDC, Vapi, Taluka - Pardi, District - Valsad, Gujarat. This acquisition will enable the Company to enhance Production Capacity as well as upgrade the Environmental Pollution Control Facilities of Unit II. The Company will renovate and merge this Industrial Shed with Unit II.

The members are pleased to note the commencement of commercial production from new Unit-IV situated at Plot No.1409, GIDC, Vapi - 396 195 ("Unit-IV")This development is in line with company''s commitment and promises towards fostering sustainable growth while also creating job opportunities in the region.Heranba expects this new Unit IV to generate annual revenue of ? 1000 million. The Production Capacity and Capacity Utilisation of this new Unit-IV will be1200 MTPA at maximum capacity. Further no more Capital Expenditure will be required in near future for this Unit-IV.

CRISIL Rating Limited (A Credit Rating Agency "CRISIL") has upgraded its ratings on the Total Bank Loan Facilities of Heranba Industries Limited to CRISIL A/Stable/ CRISIL A1 as under:

Long -Term Rating	CRISIL A /Stable ( Upgraded from CRISIL A-/Stable)
Short-Term Rating	CRISIL A1	( Upgraded from CRISIL A2 )

The Corporate Office of the Company is shifted to well furnished office situated at 2^nd Floor, A Wing, Fortune Avirahi, Jain Derasar Road, Borivali - West, Mumbai 400092.

Your Company has incorporated a Wholly-Owned Subsidiary Company namely "Mikusu India Private Limited" in India with Authorised Share Capital of ? 10.00 Lakh and issued and Paid Up Capital of ? 05.00 Lakh.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 30^th Annual Report of the Company.

5. TRANSFER TO RESERVES:

The Company has carried R 60.00 million to the General Reserve of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. SHARE CAPITAL:

As on March 31, 2022, the Authorized share capitalof the company stood at R 45,00,00,000/- (R Forty Five Crore Only)

divided into 4,50,00,000 (Four core and fifty lakh) equity shares of ? 10/- (? Ten) Each.

As on March 31, 2022, the issued, subscribed and paid up Equity share capital of your Company stood at R 40,01,34,670/- (R Forty Crore One Lakh Thrity Four Thousand Six Hundred Seventy Only) divided into 4,00,13,467 (Four Crore Thirteen Four Hundread And Sixty Seven)Equity shares of ? 10/- (? Ten) each.

As on March 31, 2022, the entire share capital of the Company has been dematerialized.

8. FINANCE:

During the year under review, the Company availed the working capital credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the prinicipal amount of the aforesaid facilities.

9. DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profis to the Shareholders. The Policy is attached as "Annexure I" and is also available on the website of the Company i.e., www.heranba.co.in under the Investors Relations-section.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into with Related Parties during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no Materially Related Party Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements. The Compnay has not entered into any transaction with its Promoters, Directors, Key Managerial Personnel or other designated person which may have potential conflict with the interest of the Company at large.

All Related Party Transaction are placed on a quarterly basis before the Audit Committee for approval/ratification/noting etc.

The Audit Committee has reviewed the related party transactions as mandatorily required under relevant provisions of the Listing Regulations.

The said transactions are in the ordinary course of business and at arm''s length basis. The Company had taken omnibus approvals for indicative transactions proposed during the financial year ended March 31, 2022.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website may be accessed on the Company''s website.

All The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith in Annexure -II in Form No. AOC -2.

Further Suitable Disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements in the Annual Report.

11. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed M/s KD Practice Consulting Pvt Ltd.as the Internal Auditor to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

12. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2022 was ^ 949.96 million (Previous Year ? 847.80 million) The Company''s working capital management is based on a well-organized process of continuous monitoring and control on Receivables, Inventories and other parameters.

13. INSURANCE:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured. The Company has obtained the Director & Officer (D&O) policy for its Directors and Officers.

14. CREDIT RATING:

As on the date of this report, the Credit Rating as provided by CRISIL Rating Limited (A Credit Rating Agency "CRISIL") on the Total Bank Loan Facilities of Heranba Industries Limited are as under:

Long -Term Rating	CRISIL A /Stable ( Upgraded from CRISIL A-/Stable)
Short-Term Rating	CRISIL A1	( Upgraded from CRISIL A2 )

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/ Whistle Policy under which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel partners and vendors to report Significant deviations from key management policies and report any non- compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior / conduct etc.

The Vigil Mechanism / Whistle Blower policy cover serious concerns that could have grave impact on the operations and performance of the business of Heranba Industries Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns ethical behavior, actual or suspected fraud or violation of the code of conduct mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

The detailed VigilMechanism/ Whistle Blower Policy of the Company is uploaded on the Company''s website may be accessed on the Company''s website.

16. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel " The Code has been posted on the Company''s website www.heranba.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A Certificate from the Managing Director to this effect form part of this report and annexed as Annexure-III

17. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

18. CORPORATE GOVERNANCE REPORT:

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website i.e. www.heranba.co.in under "Investors Relation- Corporate Governance" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Practising Company Secretary''s Certifcate confrming compliance with Corporate Governance norms is annexed to this Report.

19. CEO/CFO CERTIFICATION:

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr Raghuram K Shetty, Managing Director and Mr Rajkumar Bafna, Chief FinancialOfficer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2022 at its meeting.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Heranba Industries Limited is exposed to risks such as Business dynamics Risks, Business Operations Risks, liquidity risk, Interest rate risk, Credit Risks, Logistic Risks, Market Risks / Industry Risks, Human Resource Risks Disaster Risks, System Risks and Legal Risks, Credit risk and Operational risk that are inherent in the agrochemical Industry.

The Company has adopted the systematic approach to mitigate the risk associatited with the objectives, operations, revenues and regulations.

By strictly following the regulatory norms and RBI financial Guidelines, the company effectively manages the risks and has a focused Risk Management monitoring in place.

The Company has a Risk Management Committee to monitor the risk associated with the Company. The said Committee from to time discussed risk and mitigation measure adopted to mitigate

the risk. The Committee recommend from time to time Board the necessary measures to mitigate the risk.

A detailed Risk Management Policy is available Company''s website www.heranba.co.in

21. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

22. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of ? 3.06 crores for FY22 whereas the total Amount required to be spent was ? 3.06 crores for FY22. The detailed Report on CSR Activities as per Annexure-IV

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Members are requested to note that till date the Company has not yet remitted the fund to subscribe to the subscribed capital of Wholly Owned Subsidiary Company which was incorporated in china under the name of Chang Zhou Heranba Crop Science and Technology Co., Ltd.

As on the date of the Report, Your company has incorporated a New Wholly Owned Subsidiary Company incorporated in India under the name of Mikusu India Private Limited. The said sbusdiary Company Mikusu India has not yet commenced its business. The Authorised Capital of Mikusu India is ? 10.00 Lakh and Subscribed Capital is ? 5.00 Lakh. The Promoter of your company are directors of Mikusu India

A Statement containing the basic financial details of the aforesaid subsidiary companies in Form AOC-I is annexed as Annexure-V.

24. DIRECTORS & KMP:

A. APPOINTMENT/RE-APPOINTMENT/ RESIGNATION OF DIRECTORS.

At the ensuing Annual General Meeting, Mr Sadashiv K Shetty (DIN: 00038681) and Mrs. Sujata S Shetty (DIN: 00632563) would retire by rotation and being eligible for the re-appointment, offers themselves for re-appointment.

On the recommendation of the Nomination & Compensation Committee (''the Committee''), the following directors were appointed by the Board since the last AGM :

1. Ms. Reshma D Wadkar (DIN: 09394615) was appointed as an Additional Director to hold the office of Non-Executive Independent Woman Director of the Company for a term of five years with effect from November 11, 2021.

2. Mr Shriraj S Shetty (DIN 06609014) was appointed by the Board as an Additional Director with effect from November 11, 2021. The Board has further appointed Mr Shriraj S Shetty (DIN 06609014) as a Whole Time Director to be designated as the Executive Director for a period of five years from November 11, 2021.

The aforesaid appointments are subject to approval of the members of the Company at this AGM. Your Board recommend aforesaid appointment for your approval. A resolution relating to the aforesaid appointments is being placed at this 30^th AGM before the Members for their approval.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimburse-ment of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Details of the Directors seeking appointment / reappointment including a profile of these Directors, are given in the Notice convening the 30^th Annual Gener-al Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under sec-tion 164(2) of Companies Act, 2013.

B. KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following person has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013

(a) Mr Sadashiv K Shetty, Chairman & Executive Director

(b) Mr Raghuram K Shetty, Managing Director

(c) Mr Rajkumar Bafna, Chief Financial Officer

(d) Mr Abdul Latif Company Secretary

C. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

D. ANNUAL EVALUATION:

The Company has the Evaluation Policy, Remuneration Policy and The criteria for determining qualifications, positive attributes and independence of a director Based on the above policies and criteria, the Nomination and Remuneration Committee evaluated the performance of Individual directors. The Independent Directors at their separate meeting, also reviewed the performance of the non independent directors and Board as a whole and also review the performance of the Chairman and further assessed the quality of flow of the information between the Board and Management. In addition to the above evaluation, the Board has carried out an

annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its Committees of the Board of Directors. The performance of Individual Director vis-a-vis Board and Committees found satisfactory.

E. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

In terms of the provisions of Section 178 (3) of the Act the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has decided to form Remuneration Committee.

F. NON DISQUALIFICATIONS OF DIRECTORS:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Practising Company Secretary''s Certifcate confrming the above is annexed herewith as Annexure-VI

25. AUDITORS:

(A) STATUTORY AUDITOR:

The Members of the Company at the 25^th Annual General Meeting (AGM'') held on August 22, 2017 approved the appointment of Messrs. N S SHETTY & Co., Chartered Accountants, as the Auditors of the Company for a period of five years from the conclusion of the said AGM. N S SHETTY & Co. will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (''the Act'') read with the Companies (Audit and Auditors) Rules, 2014.

Based on the recommendation of the Audit Committee of the Company, the Board recommended the appointment of Messrs. Natvarlal Vepari & Co., Chartered Accountants (Registration No. 106971W), as the Statutory Auditor of the Company for a period of 5 (five) years from the conclusion of 30^th Annual General Meeting ("AGM") scheduled to be held in the year 2022 till the conclusion of the 35^th (Thirty Fifth) AGM to be held in the year 2027, subject to the approval of the shareholders of the Company; in place of Messrs. N S Shetty & Co. (Registration No. 110101W), who will vacate their office at the conclusion of the AGM to be held in the year 2022 pursuant to provision of Section 139 of the Companies Act, 2013.

A resolution relating to the appointment of the Statutory Auditors is being placed at this 30^th AGM before the Members for their approval.

(B) COST RECORDS & COST AUDITORS:

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules,2014 and the Companies (Cost Records & Audit) Rules, 2014, the Company maintains the cost records & accounts in respects of products manufactured by the company which needs to be audited by the Cost Auditor

In compliance to the above, the Board of Directors has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as the Cost Auditors of the Company for the financial year ended March 31, 2023. As required by the Act, the remuneration of the Cost Auditor has to be ratified by the Members and accordingly the resolution relating to the Cost Auditors is being placed before the Members for their ratification.

(C) SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed M/s. K. C. Suthar& Co.,Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year under review.

The Secretarial Audit Report issued in the Form MR-3 given by the company secretary in practice is annexed with the report as Annexure-VII.

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

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

A. AUDITORS QUALIFICATION:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

B. SECRETARIAL AUDIT REPORT BY PRACTICING COMPANY SECRETARY:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

C. DETAILS OF FRAUD REPORTED BY AUDITORS:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year

27. OTHER DISCLOSURE:

A. MEETINGS:

The details of the various meetings ofthe Board and its committees are provided in the Corporate Governance Report.

B. COMMITTEES OF THE BOARD:

The details of the various committes constituted by the Board are provided in the Corporate Governance Report.

C. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Nature of Business during the year under review. Further no material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company.

D. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

E. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73 ofthe Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

F. LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

G. ANNUAL RETURN:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company and can be accessed at www.heranba.co.in

H. PARTICULARS OF EMPLOYEES:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VIII

I. STATUS OF LISTING FEES:

The Shares of the Company are continued to be listed on the BSE Limited ("BSE") and NationalStock Exchange of India Limited ("NSE").

Listing Fees for FY23 have been duly paid to BSE and NSE, where Company''s shares are Listed.

J. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER.

The Managing Director and Whole Times Directors of the Company are not in receipt of any remuneration and/or commission from any subsidiary company as the case may be.

K. REGISTRAR AND SHARE TRANSFER AGENT:

M/s Bigshare Services Private Limited, Office No S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093 Tel No- 91 22 6263 8200 is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

L. COMPUNDING OF OFFENCE:

There have been certain non-compliances in respect of the company law related matter for which the Compounding application was filed by Company voluntarily with the Registrar of Companies.

Out of the aforesaid compounding applications, one application relating to the non appointment of Internal Auditor

in terms of Section 138 of the Companies Act, 2013 has been disposed off and the defaults has been compounded by paying the proper compounding fees. Further the aforesaid defaults has been made good by the Company by way of appointing the internal auditor

M. COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR, SEXUAL HARASSMENT:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during FY22. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines

N. MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNAL:

There were no signifcant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

O. RESEARCH AND DEVELOPMENT AND QUALITY CONTROL:

The activities of R & D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. All raw materialand finished products and materials at various stagesof process pass through stringent quality check for the better result and product.

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

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Power and fuel Consumption-

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

The details are as follows:

Particulars	31/03/2022	31/03/2021
(1) Electricity
Purchased units	^^^^30,211,756.00	2,80,21,026
Total Amount (? in million)	241.69	216.04
Rate per Unit (in ?)	8.00	7.71
(2) Own Generator
Fuel (Diesel) units	6,541,882.00	84,85,182
Total Amount (? in million)	417.11	266.60
Rate per Liter (in ?)	63.76	31.42
(B) TECHNOLOGY ABSORPTION: The technology required for the Company is available indigenously. (C) FOREIGN EXCHANGE EARNINGS & OUTGO:		(? in million)
Particulars	31/03/2022	31/03/2021
Earnings	6,007.72	5,479.11
Outgo	1,956.24	1,369.73

29. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

30. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.