Dear Members'

Your Directors take pleasure in presenting the 75th Annual Report alongwith Standalone and Consolidated Financial Statements for the year ended March 31 2022.Your Company commits to a disciplined path of progression to redefine itself as a one stopend to end building solutions provider. On the business front Roofing Solutions businessdelivers highest Volume Revenue and EBIDTA; the solution based approach driven bytechnical teams enables highest ever realisation levels in Building Solutions business andthe Polymer Solutions business delivers 36% growth Y-o-Y for the second consecutive time.The European Flooring business produces consistent performance amidst severe head windscreated by raw material availability and geo-political situation. Your Company has alsodecided to venture into a new business vertical of Construction Chemicals in the comingyear for which the test launches have already started.

Your Company's initiative of "OneHIL' a well-knit family valuehas paid back immensely infusing passion amogst the employees driving busineeses toachieve good market shares in domain products generating new ideas for cost savingsimproving liquidity cost optimization effective customer connects through digitalinitiatives monitoring newer opportunities lean & productive operations: alldelivering huge engagement & value for stakeholders. Close monitoring of businesssegments on a daily basis brought further harmony and impetus in converting and achievingevery possible opportunity.

Your Company operates in competitive markets and recognizes theunderlying challenges and accordingly stays agile in aligning its strategies andobjectives to maintain market leadership by introducing new and innovative products andservices which are eco-friendly. Optimum use of Digital initiatives business intelligencetools and heat maps enables businesses to monitor and focus on greener pastures and neweropportunities with customers in Tier 2 & Tier 3 cities. During all our businessendeavors your Company has continued to stay close to the communities investing throughits CSR budget by supporting initiatives and Covid medical care.

HIL believes that the biggest assets is its committed and passionateemployees. Continuous endeavour to keep them safe during Covid pandemic while proposingseveral people supported policies has been the prime focus. Corporate governance andethical practices have been passionately driven with zero non-compliance across alllocations and as a continuous process robust SOPs work instructions have been modified tosuit the purpose.

Amidst strong headwinds due to material unavailability / pricevolatility sea freight explosion and a weak rural sentiments your Company delivered thehighest ever Profit Before Tax (PBT) overcoming all the challenges with grit anddetermination to succeed. Revenues remained buoyant with a good increase over previousyear with stringent focus on new markets expanding product base and getting the rightproduct mix. Strategic market mapping and in-depth tabs on each region ensured yourCompany on a growth trajectory and registered a 26% growth in India and 16% globally onits top line while maintaining its leadership position.

The severity of challenges was far more in the European context wherePARADOR had faced huge scarcity of raw materials and doubling of key raw material costs.Other challenges like increase in energy costs and tripling of sea freight impacted theoperations. Yet PARADOR registered growth in top line over last year. Our European teamhas taken determent effort towards augmenting multiple selling price escalations acrossproduct categories entering long-term supply contracts with key dependable raw materialsuppliers improving product mix and continuously working on cost base which have allsupported towards partially offsetting the impact of cost adversities. Further towardsthe end of the year the geopolitical crisis between Russia and Ukraine as well as thesevere COVID spread in China have further impacted the availability of wood productsvinyl products increased energy and freight costs. Relentless efforts are being made tomitigate these challenges too by innovative sourcing strategies to reduce dependency onUkraine.

With the above brief synopsis your Directors are pleased to presentthe financial performance of the Company both on standalone and consolidated basis forthe year ended March 31 2022:

Summary of Financial Results

(Rs Crore)

(Rs Crore)

REVENUE

Your Company achieved a net revenue from operations on standalone basisat RS 1973.48 Crore as against RS 1565.89 Crore in the previous year an increase of 26%and on consolidated basis registered a net revenue from operation at RS 3520.24 Croreagainst RS 3043.57 Crore in the previous year recording a growth of 16%. This trajectoryis expected to continue in the coming years as well. Various aggressive cost savingInitiatives and R&D interventions along with lean operational models have helped us toredefine our cost base thereby achieving better cost optimization; augmenting the growthof your Company in coming years.

Company's Lead Generation & Management Portal a one stop digitalsolution for all sales leads augments leads from one business unit to the other which inturn help the Company to service the customers at large across various class of cities.Further enhancement of E-business portals and digital customer connects have made yourcompany far more approachable and customer focused in this financial year.

INTEREST & LOANS

During the year under review interest cost significantly reduced to Rs4.51 Crore on a standalone basis as against RS 18.69 Crore during the previous year. YourCompany has taken this opportunity to redefine the working capital norms and re-shape thecost structure for each business with a lean set up to run the business more efficiently.On a consolidated basis interest cost for the financial year 2021-22 stood at RS 12.61Crore as against RS 2784 Crore in the previous year.

Your Company has repaid during the year Rs 80.17 Crore to banks atstandalone level in India and RS 124.54 Crore to banks at consolidated level.The DebtEquity ratio on consolidated basis stood at 0.25 times as of March 31 2022 against 0.41times as of March 31 2021.

PROFIT BEFORE TAX

During the year under review your Company registered a standaloneProfit BeforeTax (PBT) from operations of RS 248.31 Crore as against RS 191.61 Crore inthe previous year recording a growth of 30%. This could be achieved as a result offinancial discipline detailed planning and sharper focus on initiatives to boost marketleadership improve Net Sales Realizations and adopting solution / market specific models.These timely actions have benefited your

Company to deliver the best performing year in the history of HIL.

Profit before tax on a consolidated basis for the year 2021-22 stood atRS 295.12 Crore as against RS 291.64 Crore in the previous year recording marginalgrowth.

NET WORTH

On a consolidated basis the Net Worth of your Company as at March 312022 stood at RS 1166.43 Crore as against RS 995.27 Crore in the previous year.

The Consolidated earnings per share (basic) for the year ended March31 2022 stood at RS 280.54 per share as against RS 286.12 per share for the year endedMarch 31 2021 and the book value per share as at March 31 2022 was at RS 1552/- asagainst RS 1328/- as on March 31 2021.

CREDIT RATING

The credit ratings on Company's long term has been upgraded during theyear and short term facilities have been re-affirmed by the respective credit ratingagencies and the same is furnished below:

DIVIDEND

During the year under review the Board of Directors declared aninterim dividend of RS 20/- per equity share of RS 10/- each (200% of the paid-up value).Your Directors are pleased to recommend a final dividend of RS 25/- per equity share of RS10/- each (250% of the paid-up value) and an additional final dividend of RS 20/- perequity share of RS 10/- each (200% of the paid-up value) to commemorate the celebration ofPlatinum Jubilee on completion of Seventy Five (75) years of incorporation for yourconsideration and approval at the ensuing 75th Annual General Meeting of the Company.

With the proposed final dividends the total dividend for the year2021-22 works out to be H 65/- per equity share (650% of the paid- up value) as againstthe total dividend of H 40/- per equity share (400% of the paid-up value) declared in theprevious year.

As per Finance Bill 2020 dividend declared / paid after 1st April 2020will be taxable in the hands of the shareholders. Shareholders are requested to visitwww.hil.in/investor-relations for the FAQs on the dividend tax.

The total dividend for the financial year is H 48.84 Crore and theCompany has transferred RS 10.00 Crore to the General Reserves out of the profits for theyear.

The Register of Members and Share Transfer Books of the Company willremain closed from Saturday July 23 2022 to Friday July 29 2022 both days inclusivefor determining the entitlement of the shareholders for the final dividend for thefinancial year ended March 31 2022 and for annual book closure.

The Record Date for payment of final dividend is Friday July 22 2022for determining the entitlement of members for final dividend for the financial year2021-22.

Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") the Board of Directors of your Company have adopted aDividend Distribution Policy. The policy lays down a broad framework and factors which theBoard would consider for deciding the distribution of dividend to its shareholders. Thesaid policy is available on the Company's website https://hil.in/investor-relations/policies/

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2022 was H 754.11Lacs. During the year under review the Company has issued 21360 equity shares on exerciseof options by an eligible employee and there are no shares with differential votingrights nor sweat equity issued by the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock ExchangeIndia Limited and BSE Limited. The annual listing fees for the year 2021-22 has been paidto these exchanges.

During the year 2022 the Issued and Listed Capital of the Company hasincreased due to allotment of equity shares to eligible employee on exercise of optionsunder HIL Employee Stock Option Scheme 2015.

STATE OF COMPANY'S AFFAIR

Your Company has with grit and resilience overcome the challengesduring the last year however while the committed workforce has well aligned itself withthe new business norms the key focus of the Company remains to be Employee Health andSafety while ensuring profitable growth.

Your Company institutionalised "Six Sigma" "LeanManagement Systems" "Learning Management Tool" across its manufacturingunits and other key enabling functions which has helped to achieve operational excellenceand supported the initiative of our continuing efforts in driving the costs effectively.

Your Company's in-house initiative " Nayi Disha" an IdeaManagement Platform enabling employees to share their ideas for cost optimization andgrowth of the business has seen a qualitative response from the employees registering1572 ideas from them. This platform is extensively utilized to harness employeeinvolvement towards new idea generation and cost reduction.

Roofing Solution

Your Company has enhanced its market leadership position in thisbusiness backed by its loyal customers and retailers. Along with your Company's strongbrand presence across rural India and focus on new dealer/sub-dealer recruitment andengagement activities Digital Connect and ?Cash is King' approach has yielded a goodoutcome for the Company and helped to boost sales while improving net sales realizations.

To cater to the rural demand in the first quarter we focused oninventory & logistics planning and worked out aggressive dealer wise targets whichhelped gain exceptional market share in Q1. Despite the pandemic challenges the last legconnects with our channel partners backed by firm commitment and passion of all ouremployees across functions have made FY22 the most successful year in the history of yourcompany.

Our aggressive counter acquisition drive saw us achieve 1000 newcounters during the year enabling the roofing business to register an impressivedouble-digit growth in volume terms over the previous year. Your Company is confident tofurther consolidate its leadership position in this industry.

"Charminar" and "Charminar Fortune" brands continueto enjoy the trust of the customers backed by your Company's enhanced Customer-centricapproach unparalleled quality enhanced after sales customer service deep routed supplychain network and widely spread depots and dealer network. This has helped the Company tomitigate the headwinds faced in the industry with ease.

Building Solutions

Building Solutions business consists of Wet Walling and Dry Wallingsolutions which cater to various requirements of building industries/commercialspaces/Covid centers/ Labour hutments and infrastructure segments. Due to the pandemic andlockdown overall demand was low during H1 but as the construction activities picked upfrom third quarter onwards - our all-out efforts resulted in improved Business performanceduring the second half of the year.

In order to get better realization for your Building Solutionsproducts we cherry-picked customers and markets closer to the manufacturing plants andaggressively focused on product specifications through our technical sales team to gainprestigious and high-value projects in the infrastructure and health care segments withfar better realizations.

In FY22 your Company concentrated on growing the building solutionsbusiness by best utilization of available capacity. Your Company continued its approach asa comprehensive solutions provider in the building materials category by offering allrelevant products under one roof thereby retaining and enhancing its customer base. Havingachieved the maximum capacity utilization in the previous year the Company has focused onprocess efficiency and lean management principles in these factories to optimize the costsfurther.

Polymer Solutions

This vertical consists of Pipes & Fittings and Wall Putty marketedunder the brand name "Birla HIL'. During FY22 Polymer Solutions business grew 36%over FY21 by entering new geographies by enhancing the team and its capabilitiesselective brand spend expansion of distribution network expansion of product portfolioand through forging of strong connect with influencers and customers.

Birla HIL Pipes

Birla HIL Pipes offers a wide range of plumbing solutions includingcPVC uPVC Column Pipes SWR Pressure & UGD Pipes and Fittings and Water Tanksconfirming with related IS or ASTM specifications. These are ideal for householdindustrial and commercial applications producing eco-friendly anti-microbial andcost-effective suitable solutions for carrying drinking water. Your company has a state ofthe art DSIR-approved R&D facility where in- house recipes are designed and newinnovations to improve quality are undertaken. Birla HIL Pipes and Fittings have a uniqueTrueFit™ technology that offers 100% leak-proof joints and enhances the valuepropositions for consumers.

During FY22 Birla HIL Pipes showed a healthy growth of 52% over FY21outperforming the industry growth. Your company has grown ~6X in last 4 years in the Pipes& Fittings segment. This was enabled by strategic focus on Tier 2 and Tier 3 towns inretail segment together with focused approach on technical sales in B2B segment. Inaddition in this financial year as part of our continued range expansion drive we haveadded ~200 new SKUs to our portfolio.

Birla HIL Putty

Birla HIL Putty now has a pan-India presence and we are continuouslyworking and adding new channel partners to improve our presence in tier 2 and tier 3towns. The expansion helped us grow by ~38% over the last Financial Year. With superiorquality Birla HIL putty has created a strong and loyal customer base. We have addedGypsum Plaster and Waterproof Putty to our product portfolio to cater to our increasedcustomer demand.

Birla HIL Wall Putty made with cutting-edge "TRUE COLOUR"technology and is effective on all types of cementitious surfaces. Pure white in colourits strong adhesive properties ensures a powerful bond between the base and the paint.

Flooring Solutions

Parador - a leading international premium brand for flooring Solutionswith its "Made in Germany" & "Made in Austria" quality products -a perfect blend of design and technology. Parador's Innovative and sustainable productsmake it highly complementary to the existing product portfolio which enables the Companyto market its widened product range to more than 80 countries across the globe.

Introduction of E-business by augmenting its "Online BrandStore" and focus on "DIY Kits" were key success factors to positivelyimpact Parador Germany business.

PARADOR is well aware of the pivotal role the flooring has in enhancingthe aesthetic appeal of virtually all utilitarian structures including residentialindustrial and commercial buildings. Among the flooring types wood floors are consideredenvironmentally friendly durable and easy to clean. Changing lifestyles a growing urbanpopulation a rise in spending on home renovation and enhancement and increasing consumerdemand for eco-friendly materials are some of the key growth drivers augmenting demand forwood flooring. With a refinancing housing and remodeling trends remaining strong theprospects for wood sales are bright. The generally positive outlook and stable demand forwood flooring is also spurred by advances in material and technology which includewater-resistant products and digital printing. In days to come preference for greenproducts is expected to kindle consumer interest and re-energize demand patterns.

Amid the COVID-19 crisis the global market for Wood Flooring estimatedat US$43.2 Billion in the year 2020 is projected to reach a revised size of US$55.8Billion by 2026 growing at a CAGR of 4.3% over the analysis period. Over the yearslaminate flooring has gained popularity as a flooring material. The laminate flooring hasbeen largely used owing to their developments in design and printing technology and thelaunch of unique product designs by manufacturers fueling global demand for laminateflooring. Vinyl flooring is a type of resilient and robust flooring which issignificantly being used in construction applications associated with the residential andcommercial projects.

The European floor covering market is expected to witness a strong rateduring the forecast period. Some of the major factors attributing to the demand forflooring products in this region are increasing disposable income growth in theresidential real estate in the region and rising demand for luxury flooring options.There is a growing trend of spending on the styling and interiors of the living spacesamong consumers leading them to spend more on home furnishings such as carpets rugs andother floor coverings that add to the aesthetic appeal of interiors. Europe is anattractive region of the flooring market despite strict regulations on products such asPVC and other laminated flooring coverings that cause VOC emissions.

During the year Parador has reported a Net Revenue of RS 154794 Croreas against RS 1479.34 Crore in previous year recording a growth of 5%. The Profit BeforeTax which was hugely impacted due to extra-ordinary increase in costs in raw materialsfor the year stood at H 46.72 Crore as against RS 100.17 Crore in previous year resultingto a de-growth of 53%. As the transient headwinds subside Parador will return to itsprofitable growth model.

Awards & Recognition

1. Twin awards: Most Trusted Brand' & 'Brand of the Year WaterTechnologies- Pipes' for Birla HIL Pipes at 6th Realty+ INEX Awards 2022 realty industryawards and conclave. These Awards recognized Birla HIL Pipes for its ?exemplaryperformance and achievement' and ?contribution to making a positive difference in theIndian real estate industry'. Realty+ is the oldest and most respected real estatepublication in the country. The event saw Indian and international architects and buildingproduct brand leaders joining to discuss the way forward for the design and constructionindustry.

2. The Economic Times Best Brands in Building Materials & FittingsIndustry for 2021 - Birla HIL Pipes & Putty was awarded as Best Brands in buildingmaterials & fittings for 2021. The Economic Times Best Brand is a research-basedinitiative that endeavors to 'highlight brands that have gained customers' confidencemaintained their positions over a period and sailed successfully through dynamic marketchallenges'. Birla HIL's innovative product offerings and the legacy of CK Birla Groupmake it the best brand that is built around trust and its customer-centric approach.

3. Birla HIL Putty was adjudged as India's Most Trusted' for 2022. Thisaward from Team Marksmen recognizes the trust and quality standards instituted at BirlaHIL Putty. Birla HIL Putty is constantly setting high standards. Our cutting-edge 'TrueColour Technology' enables true reflection of the colours of selected paint shade. Thisinnovative & technically superior product is behind the trust of our customers.

4. IBC Infomedia recognized Birla HIL Pipes as India's Most TrustedBrand 2021. Awarded on the basis of extensive market research expert analysis and anattribute-based qualitative research approach it is a distinctive recognition for yourcompany.

Great Place to Work 2022

Your Company has been certified as a Great Place to Work for the fourthtime in a row for 2022-23. Trust lies at the heart of building a great workplace culture.This philosophy is deeply embedded in HIL's culture which is evident in the significantdifference we have made in the trust index score; from 86 last year to 94 this year agiant leap of 8 points. This coveted recognition is an affirmation of our continuousefforts in nurturing and building a High-Trust and High- Performance culture at HIL. Wehave also been recognised as India's Best Workplaces in Manufacturing 2022 - Top 30 Bestworkplaces in Cement and Building Materials Industry 2021; and chosen as India's BestCompanies to Work for 2022 ranked at 57 All this goes towards employee's gritdetermination and unwavering commitment towards your organisation to deliver stupendousresults.

Economic Times - Asia's Most Promising Leader of the Year

Mr. Dhirup Roy Choudhary Managing Director and CEO of HIL Limited wasconferred with the prestigious 'Most Promising Business Leaders of Asia Award 2021-22' byThe Economic Times for the fourth consecutive year marking a significant achievement andtestimony to his persistent endeavors towards strengthening an innovation-led organizationand leading and shaping the business demographics of HIL.

Super brand Award

Super brand is the world's largest independent arbiter of branding. Itpays tribute to the strongest and most valuable brands in the world. 'Super brand Status'strengthens a brand's image adds prestige and sets the brand apart from its competitors.HIL brands "Charminar" and "Birla Aerocon" have been the recipients ofthis prestigious award this year as well.

Top 100 Top-Innovator

The TOP 100 honours the most innovative companies in the German SMEsector. TOP 100 has been on the market for over 25 years and is the only competition thathonours innovation management and is therefore the most important award for innovativecompanies in the SME sector.

Only creative companies with visions and a sense for the new make itinto the ranks of the 100 most innovative medium-sized companies in Germany. Parador hasalready been included for the 5th time and has been awarded the "Top 100" sealof quality for its sophisticated innovation management.

Good Design Award 2022

The Good Design Awards are one of the oldest international designawards and have been promoting excellence in design and innovation since 1958. Each yearthe programme attracts new and innovative design projects from around the world andrecognises the best in all areas of design architecture engineering research and socialinnovation. Created by Ray and Charles Eames the Good Design Awards are presentedannually by the Chicago Athenaeum and an international jury of experts and are among themost prestigious and distinguished design awards in the world.

After the Open Frameworks Design Edition Parador has now received thisaward a second time now for the One Ground Design Edition floors.

Annual Multimedia Award for Parador Online Brand Store The ParadorOnline Brand Store which has been successfully combining the digital and analogue worldsof the Coesfeld-based premium manufacturer of products for floor wall and ceiling designsince June last year has now been awarded "Silver" at the Annual MultimediaAward 2022. In the E-Commerce & Onlineshop category Parador's Online Brand Store wasable to win a silver trophy at the Annual Multimedia Award 2022 and thus join a gallery ofrenowned national and international award winners. A total of 103 projects were recognisedfor their digital excellence this year. "Building a clever brand identity andcommunicating it credibly to the target group is how projects score points with the jurythis year" reads the official announcement on Parador's successful participation.

Reddot winner 2021

After the products of our "One Ground Design Edition" alreadyreceived a Red Dot Award for product design in March the accompanying campaign has nowreceived the Red Dot Award: Brands & Communication Design 2021. We are proud of thishonour and very pleased!

Online award for e-commerce-concept

Our Online Brand Store which was launched in June last year has nowbeen awarded 3rd place with the Deutscher Preis fur Online- Kommunikation (DPOK) in thecategory "Building & Real Estate"

Life & Living Award 2022 for Parador The news channel NTV and theGerman Institute for Service Quality have presented the Life & Living Awards 2022. Inthe "Wood Flooring" category Parador is one of this year's award winners ashas now been announced. CSO Stefan Kukenhohner accepted the award.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis is appended asAnnexure (I) to this report as per the requirements of SEBI (Listing Obligations &Disclosures Requirements) Regulations 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review there were no changes to the Board ofDirectors of your Company. Pursuant to the provisions of Section 149 & 184 of theCompanies Act 2013 and under Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Independent Directors of the Company have submitted adeclaration that each of them meet the criteria of independence as prescribed in Section149(6) of the Companies Act 2013 and SEBI Regulations and there has been no change in thecircumstances which may affect their status as an Independent Director during the year.

In accordance with provisions of Section 152 of the Companies Act 2013and pursuant to Articles of Association of the Company Mr. CK Birla (DIN: 00118473)Director of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The brief details requiredto be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Companies Act 2013and Secretarial Standards is included in the notice of the ensuing Annual General Meetingforming part of this Annual Report.

Mr. Dhirup Roy Choudhary Managing Director and CEO was first appointedon January 16 2017 for a term of five (5) years. He was re-appointed effective January16 2022 consequent to the expiry of his initial term on January 15 2022 by the Board atits meeting held on December 06 2022 for another term of five (5) years. Hisre-appointment and remuneration continued on the same terms as that of his initial tenurewhich expired on January 15 2022.

Further the Nomination and Remuneration Committee at its meeting heldon May 12 2015 approved and recommended the Employee Stock Option Scheme 2015 to theBoard and the Board at its meeting held on May 12 2015 recommended the said Scheme forMembers approval and the Members at their meeting held on July 30 2015 approved the saidScheme. The Scheme was made applicable to the eligible employees and Mr. Dhirup RoyChoudhary Managing Director and CEO was one of the eligible employees subject to theterms and conditions of the Scheme. Consequent to the approval of the ESOPs Scheme by theMembers at their meeting Mr. Dhirup Roy Choudhary Managing Director and CEO certainoptions vested in Mr. Dhirup Roy Choudhary Managing Director and CEO and were due forgrant in July 2021.

Further as per the provisions of Section 197 and other applicableprovisions of the Companies Act 2013 ("the Act") read with Schedule V thereofand the Rules made thereunder the maximum managerial remuneration payable to the managingdirector in respect of any financial year may exceed 5% of the net profits of the Companycalculated as per Section 198 of the Act provided the same is approved by the members ofthe Company by way of a special resolution. For the purpose of assessing the proportion ofthe remuneration to the net profits of the Company all elements of remuneration packagesuch as salary benefits bonuses stock option pension perquisites etc. are taken intoconsideration.

Pursuant to the approval of the Nomination and Remuneration Committeefrom time to time Mr. Dhirup Roy Choudhary Managing Director and CEO of the Company(Director Identification Number: 07707322) has been granted Stock Options("Options") - under the HIL Limited Employee Stock Option Scheme 2015"("ESOP 2015") as a part of his compensation package. The details of these grantshave been appropriately disclosed in the Annual Reports of the Company. The perquisitevalue of the Options exercised by Mr. Dhirup Roy Choudhary during any financial yearforms part of his total remuneration. The perquisite value is the differential valuebetween the fair market price of shares on the date of exercise of Options and theexercise price. The perquisite value is directly linked to the fair market value of theshares of the Company on the date of exercise of Options. During the financial year2021-22 as per vesting schedule under ESOP Scheme 2015 certain number of options havevested in him. These options were exercised and allotted to him on November 01 2021 bythe Nomination and Remuneration Committee within the meaning of the subject ESOP Scheme aswell as the respective Board approvals. Taking into account the perquisite value whichgets added to his remuneration the total managerial remuneration payable to him exceeds5% of the net profits of the Company purely due to inclusion of the perquisite value ofoptions exercised by him during the year 2021-22 and no cash pay-out has been made to him.His cash remuneration excluding the perquisite value arising out of ESOPs is well withinthe prescribed limits under section 197 of the Companies Act 2013.

In view of the above based on the recommendations of the Nominationand Remuneration Committee the Board of Directors of the Company at its meeting held onMay 06 2022 approved and accordingly recommends to the members an increase in themanagerial remuneration limit in excess of 5% of the net profits of the Company (computedin the manner as laid down in Section 198 of the Act) thereby seeking Members consent toratify the excess amount of H 422.07 Lacs paid to Mr. Dhirup Roy Choudhary ManagingDirector and CEO during the year 2021-22. The Board of Directors recommends the proposaland the resolution for approval of members of the Company as set out at Item No. 5 &6 of the Notice.

Pursuant to the provisions of Section 203 of the Companies Act 2013details of the Key Managerial Personnel of the Company.

*He ceased to be CFO of the Company on close of working hours of May 10 2022.

There were no other changes in the Key Managerial Personnel of theCompany and the Company is in compliance with the required provisions of Section 203 ofthe Companies Act 2013.

BOARD & COMMITTEES BOARD MEETINGS

The Company has a professional Board with an optimum combination ofexecutive non-executive and independent directors i ncluding one woman director who bringto the table the right mix of knowledge skill and expertise. The Board provides strategicguidance and direction to the Company in achieving its business objectives and protectingthe interest of the stakeholders.

During the year Six (6) meetings of Board of Directors of the Companywere convened and held in accordance with the provisions of the Companies Act 2013. Thedate(s) of the Board Meeting attendance by the directors are given in the CorporateGovernance Report forming part of this annual report.The maximum time-gap between any twoconsecutive meetings was within the period prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

None of the Directors are disqualified under Section 164(2) of the Act.Certificate on non-disqualification as required under Regulation 34 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is forming part of theCorporate Governance Report.

Independence of the Board

The Board of Directors of the Company comprises of optimum number ofIndependent Directors. Based on the confirmation/ disclosures received from the Directorsand on evaluation of the relationships disclosed the following Non-Executive Directorsare Independent in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 149(6) of the Act:

1. Mr. V V Ranganathan

2. Dr. Arvind Sahay

3. Mrs. Gauri Rasgotra

All the above Directors have registered themselves with the IndependentDirector's Data Bank. The Company has received necessary declarations from eachIndependent Director under Section 149 of the Act and Regulation 25 of the ListingRegulations confirming that he / she meets the criteria of independence laid down inSection 149 of the Act and Regulation 16(1)(b) of the Listing Regulations.

COMMITTEES OF THE BOARD

As per regulatory requirements and with a view to have focuseddeliberation the Board has constituted following committees.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 ofthe Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year Five (5) meetings of the Committee wereheld the details along with the composition of the Audit Committee as required under theprovisions of Section 177(8) of the Companies Act 2013 are given in the CorporateGovernance Report which forms part of this annual report. During the year under reviewthe Board has accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee meets the requirements of Section178 of the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations

2015. During the year three (03) meetings of the Committee were heldthe details of the composition of the Nomination and Remuneration Committee as requiredunder the provisions of Section 178 of the Companies Act 2013 are given in the CorporateGovernance Report which forms part of this annual report. During the year under reviewthe Board has accepted all the recommendations of the Nomination and RemunerationCommittee.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 a formal evaluation of theperformance of the Board its Committees the Chairman and the individual directors isconducted.

Structured forms covering evaluation of Board Committees of the BoardChairperson Independent Directors and non-independent directors are devised forevaluation by all the Directors and Director's rate against various criteria such ascomposition of Board receipt of regular inputs and information functioning performanceand structure of Board Committees skill set knowledge and expertise of directorspreparation and contribution at Board meetings leadership etc.

Based on the recommendation of the Nomination and RemunerationCommittee the Board reviews the key skills/ expertise/competence of the Board ofDirectors so that the Board of Directors comprises of a diverse and multidisciplinarygroup of professionals with requisite skills/expertise/competence who can contributetowards providing strategic direction to the Company's management upholding the higheststandards of Corporate Governance.

Further as per the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the following is the matrix of skills and competencies onwhich all Directors are evaluated:

? Governance and Board service

? Business Understanding

? Risk/Legal/Regulatory Compliance

? Information Technology/ Accounting/Financial Experience

? Industry/Sector Knowledge

? Strategy development and implementation

FAMILIARISATION PROGRAMME FOR DIRECTORS

In addition to giving a formal appointment letter to the newlyappointed Director on the Board a detailed induction plan covering the role functionduties responsibilities and the details of compliance requirements expected from thedirector under the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are given and explained to a newDirector.

Pursuant to Regulation 25(7) of Listing Regulations conductingfamiliarization programmes for the Directors in the Company is a continuous processwhereby Directors are informed either through presentations at the Board or Committeemeetings board notes interactions or otherwise about industry outlook businessoperations future strategies business plans competitors market positions products& new launches internal and operational controls over financial reporting budgetsanalysis on the operations of the Company etc. Pursuant to Regulation 46 of ListingRegulations the details required are available on the Company's website https://hil.in/investor-relations/familiarization-program/.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

Corporate Social Responsibility Committee of the Company meets therequirements of Section 135 of the Companies Act 2013. The details of the composition ofthe Corporate Social Responsibility Committee as required under the provisions of Section135 of the Companies Act 2013 is given in the Corporate Governance Report which formspart of this annual report.

Pursuant to the provisions of Section 135 of the Companies Act 2013and the Rules made thereunder the brief outline of the Corporate Social Responsibility('CSR') policy of the Company and the initiatives undertaken by the Company on the CSRactivities during the year are given in Annexure (II) to this report in the formatprescribed in the Companies (Corporate Social Responsibility) Rules 2014. The said policyis available on the Company's website "https://hil.in/investor-relations/policies/CSRPolicy"

As per the provisions of Section 135 of the Companies Act 2013 2% ofaverage net profits of the Company for the immediately preceding three financial yearscalculated as per Section 198 of the Companies Act 2013 works out to RS 290.10 Lacs andthe Company has spent an actual of RS 291.15 Lacs on CSR activities in the areas ofeducations preventive healthcare supporting tribal community with education andvocational training and safety related initiatives.

STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC)

The Stakeholders Relationship Committee of the Company meets therequirements of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. During the year Four(04) meetings of the Committee were held the details along with the composition of theCommittee as required under the provisions of Section 178 of the Companies Act 2013 aregiven in the Corporate Governance Report which forms part of this annual report. Duringthe year under review the Board has accepted all the recommendations of the Committee.

RISK MANAGEMENT COMMITTEE

In terms of the provisions of the Listing Regulations your Company hasvoluntarily constituted a Risk Management Committee comprising of all the members of theAudit Committee along with the Managing Director & CEO Chief Financial Officer andHead - Internal Audit of the Company. The Risk Management Committee is mandated to reviewthe risk management process of your Company. The Company Secretary acts as the Secretaryto the Committee.

The Company has an elaborate Risk Management framework in place whichhelps in identifying the risks and proper mitigation thereof and also lays down theprocedure for risk assessment and its mitigation through an internal Risk ManagementCommittee.

Key risks and their mitigation arising out of reviews by the Committeeare assessed and reported to the Audit Committee on a periodic basis. The Audit Committeehas additional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuous basis.

The Risk Management Policy details the Company's objectives andprinciples of Risk Management along with an overview of the Risk Management processprocedures and related roles and responsibilities.

During the year the Risk Management Committee Audit Committee and theBoard have reviewed the elements of risk and the steps taken to mitigate the identifiedrisks. In their opinion apart from the existing challenges posed by the Covid pandemicthere are no major elements of risk which has the potential of threatening the existenceof the Company and as an organization your Company promotes strong ethical values andhigh levels of integrity in all its activities which in itself is a significant riskmitigator.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theannual return of the Company for the financial year 2021-22 can be accessed through theweb link on the Company's website https://hil.in/investor-relations/2022-annual-report/

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of theCompanies Act 2013 and on the basis of compliance certificate received from theexecutives of the Company and subject to disclosures in the Annual Accounts as also onthe basis of the discussion with the Statutory Auditors of the Company from time to timeand to the best of their knowledge and information furnished the Board of Directors statethat:

I. In preparation of the Annual Accounts for the year ended March312022 all the applicable Accounting Standards prescribed by the Institute of CharteredAccountants of India and Companies Act 2013 have been followed and there were no materialdepartures.

II. We have adopted such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the financial year ended March 312022.

III. We have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

IV. The Annual Accounts for the year ended March 31 2022 has beenprepared on a going concern basis.

V. Proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

VI. The systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is committed to sound Corporate Governance and bestcorporate practices. The report on Corporate Governance for the year ended March 31 2022pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed herewith as Annexure (III). The Certificate from the Auditorsof the Company M/s. B S R & Associates LLP Chartered Accountants [ICAI FirmRegistration Number: 116231W/ W-100024] regarding compliance of conditions of CorporateGovernance is attached to the report of Corporate Governance forming part of this annualreport.

POLICIES

VIGIL MECHANISM

Pursuant to the requirement laid down in the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Companyhas a Whistle Blower Policy as part of its Vigil Mechanism to deal with instances of fraudand mismanagement if any. The Vigil Mechanism framework ensures that strictconfidentiality is maintained whilst dealing with reported concerns and that nodiscrimination whatsoever is allowed to be practiced against any person who has genuinelyraised a concern. The designated officer/ Audit Committee Chairman can be directlycontacted to report any suspected or confirmed incident of fraud/ misconduct atwhistleblower@hil.in. A High Level Committee has been constituted which looks into thecomplaints raised. The Committee reports to the Audit Committee and the Board.

The details of the same are provided in the Report on CorporateGovernance forming part of this report. The Whistle Blower Policy is also posted in theInvestors section of the Company's website www. hil.in on the following linkhttps://hil.in/investor-relations/policies/

The complaints received under Vigil Mechanism Policy will beinvestigated thoroughly and detailed update including action taken if any on the samewill be presented to the Audit Committee and Statutory Auditors of the Company. There wasone complaint received during the year and the same has been resolved.

REMUNERATION POLICY

Nomination and Remuneration Policy ("Remuneration Policy") ofthe Company is designed to create a high-performance culture. It enables the Company toattract retain and motivate Directors on the Board Key Managerial Personnel and theSenior Management Officers. Our Business Model promotes customer centricity and requiresemployee mobility to address project needs. The Remuneration Policy supports such mobilitythrough pay models that are at par with industry standards.

The Nomination & Remuneration Policy is in accordance with Section178 of the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the same provided in the CorporateGovernance Report. The Nomination & Remuneration Policy is also posted in theInvestors section of the Company's website www.hil. in on the following linkhttps://hil.in/investor-relations/policies/

PREVENTION OF SEXUAL HARASSMENT POLICY

Diversity and Inclusion is one of the major thrusts of your Companythis year enabling an equal opportunity to all; it has been an endeavour of the Company tosupport women professionals through a safe healthy and conducive working environment bycreating and implementing proper policies to tackle issues relating to safe andappropriate working conditions. As per provisions of "The Sexual Harassment of Womenat Workplace (Prohibition Prevention and Redressal) Act 2013" the Company hasframed a Policy on Prohibition Prevention and Redressal of Sexual Harassment of Women atWorkplace and matters connected therewith or incidental thereto.

During the year under review no complaint of sexual harassment wasreceived by the Company. Details as per Section 21 and 22 of the POSH Act are as under:

RELATED PARTY TRANSACTIONS

The Company is having a robust process of identifying and monitoring ofrelated party transactions. All related party transactions that were entered into duringthe financial year under review were on an arm's length basis and were in the ordinarycourse of business. There were no materially significant related party transactionsentered or transacted by the Company with Related Parties Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act 2013read with the Companies (Meetings of the Board and its Power) Rules 2014 all RelatedParty Transactions are placed before the Audit Committee for review and approval theBoard and shareholders wherever such approval is required as per the provisions ofSection 188 of the Act rules made thereunder Regulation 23 of the Listing Regulationsand applicable Accounting Standards. Prior omnibus approval is obtained for Related PartyTransactions which are of repetitive nature and / or entered in the ordinary course ofbusiness and are at arm's length.

All Related Party Transactions entered during the financial year2021-22 were in ordinary course of business and at arm's length basis. Your Company didnot enter into Material Related Party Transactions i.e. transactions exceeding 10% of theannual consolidated turnover as per the last audited financial statement during the yearunder review.

A summary statement of the transactions entered into with the relatedparties pursuant to the omnibus approval so granted are reviewed and approved by the AuditCommittee and the Board of Directors on quarterly basis. The requisite details of therelated party transactions entered into during the financial year are provided as Annexure(IV) to this report.

The Related Party Transaction Policy of the Company is available on theCompany's website https://hil.in/investor-relations/policies/

None of the Directors other than to the extent of their shareholdingreceipt of remuneration/ commission has any pecuniary relationships or transactionsvis-a-vis the Company and None of Directors are relatives to each other.

OTHER POLICIES

The Company has also adopted the following policies as required by theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the same are available on the website of the Companyhttps://hil.in/investor- relations/policies/

? Dissemination of Material Events Policy.

? Documents Preservation Policy.

? Monitoring and Reporting of Trading by Insiders.

? Code of Internal Procedures and Conduct for Regulating Code ofPractices and Procedures for Fair Disclosures.

? Material Subsidiary Policy.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has in place adequate internal control systemscommensurate with the size of its operations. Internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safekeeping of its assets optimal utilisation of resources reliability ofits financial information and compliance. Clearly defined roles and responsibilities havebeen institutionalised. Systems processes and procedures are periodically reviewed andappropriately revised to strengthen them to mitigate emerging risks associated with thegrowing size and complexity of your Company's operations.

AUDITORS

STATUTORY AUDITORS

The Company's Statutory Auditors BSR & Associates LLP CharteredAccountants (ICAI Regn. No.-116231W/W-100024) were appointed as the Statutory Auditors ofthe Company for a period of five years i.e. from the conclusion of 70th Annual GeneralMeeting held on July 18 2017 till the conclusion of the 75th Annual General Meeting to beheld in 2022. Accordingly the term of M/s. BSR &

Associates LLP Chartered Accountants Statutory Auditors of the Companywill come to end on conclusion of ensuing 75th AGM of the Company to be held on July 292022.

In view of the above it is proposed to appoint M/s. B S R and CoChartered Accountants (FRN - 128510W) as Statutory Auditors of the Company under theprovisions of section 139 and 142 of the Companies Act 2013 read with Rules madethereunder. The Company received their consent along with a certificate confirming thatthey have not attracted any disqualifications as prescribed under the Companies Act 2013and the Chartered Accountant Act 1949 read with rules made thereunder. The AuditCommittee at its meeting held on May 6 2022 reviewed the credentials of M/s. B S R andCo Chartered Accountants (FRN - 128510W) and recommended for their appointment;accordingly the Board at its meeting held on May 6 2022 considered the recommendationsof the Audit Committee and approved appointment of M/s. B S R and Co CharteredAccountants (FRN - 128510W) as statutory auditors of the Company under the provisions ofsection 139 and 142 of the Companies Act 2013 read with Rules made thereunder for a termof five years i.e. from the conclusion of 75th Annual General Meeting of the Company tillthe conclusion of 80th Annual General Meeting of the Company to be held in year 2027 atsuch terms and conditions as may be agreed between the Board and the Auditors includingthe remuneration of RS 93.00 Lacs (Rupees Ninety Three Lacs only) (excluding applicabletaxes) and in addition the agreed remuneration actual out-of pocket expenses incurred bythem for the purpose of audit and the applicable taxes shall be reimbursed.

It is further informed that the Board recommended the appointment ofM/s. B S R and Co Chartered Accountants (FRN - 128510W) for approval of the members byway of Ordinary Resolution as set out under the item No. 4 of the notice annexed with thisannual report in terms of the provisions of section 139 and 142 of the Companies Act 2013read with Rules made thereunder.

B S R & Associates LLP Chartered Accountants (ICAI Regn. No.116231W/W-100024) who are the statutory auditors of the Company has issued an unmodifiedAuditor's Report (Standalone & Consolidated) Financial Year ended March 31 2022 andduring the year the Auditors have not reported any matter under Section 143 (12) of theAct and therefore no detail is required to be disclosed under Section 134(3)(ca) of theAct.

INTERNAL AUDITORS

The Company has an effective fulltime in-house and professionallycompetent internal audit team which regularly monitors the effectiveness of the internalcontrol systems. This function reports to the Audit Committee and the Managing Directorabout the adequacy and effectiveness of the internal control systems of your Company aswell as the periodical results of its review of the Company's operations as per anapproved internal audit plan duly approved by the Audit Committee. The in-house internalaudit team works in tandem with M/s. Ernst and Young LLP whose professional services havebeen availed by the Company to audit specific locations and processes as per the InternalAudit plan approved by the Audit Committee. Together they provide a robust framework.

The recommendations of the internal audit teams on improvements in theoperating procedures and control systems for strengthening the operating procedures werealso presented periodically to the Audit Committee.

During the year under review the Internal Auditors have not reportedany matter under Section 143(12) of the Act and therefore no details are required to bedisclosed under Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the rulesframed thereunder the cost audit records maintained by the Company in respect of itsspecified products are required to be audited by a Cost Auditor. The Board of Directorson recommendation of the Audit Committee appointed M/s. S.S. Zanwar & Associates asCost Auditors of the Company to conduct the audit of the cost records of the Company forthe financial year ending 31st March 2023 at a remuneration of H 8.00 Lacs plus out ofpocket reimbursements.The requisite resolution for ratification of remuneration of CostAuditor by the shareholders of the Company has been set out in the Notice of ensuing AGM.The Cost Auditor has certified that their appointment is within the limits as prescribedunder Section 141(3)(g) of the Act and that they are not disqualified from suchappointment within the meaning of the said Act

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and rules framed thereunder the Board of Directors on recommendation of the AuditCommittee appointed M/s. PS. Rao and Associates Company Secretaries to undertake thesecretarial audit of the Company. Pursuant to Section 139 and 141 of the Act and relevantRules prescribed thereunder the Company has received a certificate from the SecretarialAuditor interalia confirming that their appointment is within the limits laid down bythe Act and rules made thereunder is as per the term provided under the Act they are notdisqualified for being appointed as Secretarial Auditor under the provisions of applicablelaws and also that there are no pending proceedings against them involving matters ofprofessional misconduct.

The Secretarial Audit Report issued by M/s. PS. Rao & AssociatesCompany Secretaries for the financial year ended March 31 2022 is given in Annexure (V)attached hereto and forms part of this report. The report does not contain anyqualifications reservations or adverse remarks.

The Company has undertaken an audit for the financial year 2021-22 forall applicable Securities and Exchange Board of India ("SEBI") compliances asper circular dated February 08 2019 issued by the SEBI. The Annual Secretarial ComplianceReport issued by M/s. PS. Rao & Associates Company Secretaries has been submitted tothe Stock Exchanges within the prescribed time limit.

During the year under review the Secretarial Auditors have notreported any matter under Section 143(12) of the Act and therefore no details arerequired to be disclosed under Section 134 (3) (ca) of the Act.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees /Security provided and Investmentsmade during the Financial Year ended March 31 2022 is given in compliance with theprovisions of Section 186 of the Companies Act 2013 read with Companies (Meetings ofBoard and its Powers) Rules 2014 and the same is provided in the notes to financialstatements.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V ofthe Companies Act 2013 and as such no amount of principal or interest was outstanding ason March 31 2022.

SUBSIDIARIES AND JOINT VENTURES

The following is the group structure of your Company:

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has appointed Dr. Arvind SahayIndependent Director as a Director on the Board of HIL International GmbH Germany (whollyowned subsidiary).

Supercor Industries Ltd

Your Company holds 33% of the share capital in Supercor IndustriesLimited ("Supercor") a Company incorporated under the laws of Nigeria. TheState Government of Bauchi Nigeria and other shareholders hold the remaining 67% of theshare capital in Supercor.

During the year there is no significant development at SupercorIndustries Limited. Company has already suspended its operations since the year 2016 dueto cash flow crisis. Your Company has already informed the Board of Supercor IndustriesLimited about its intention to sell its stake and has not been participating in any of thediscussions of the Board / Management for last three years. The Interim Board set up bythe Nigerian Government is not responsive and your Company is awaiting to hear from theBoard of Supercor Industries Limited for deciding further course of action.

In view of the above your Company is not in a position to obtain anyinformation/financials from the Joint Venture entity and hence the consolidated financialstatements does not include the financial performance of Supercor Industries Ltd.

As per the provisions of Section 129 of the Companies Act 2013 readwith Rule 5 of Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the Financial Statements of the Subsidiary Companies/ AssociateCompanies/Joint Ventures in Form AOC-1 is attached as Annexure (VI) to this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements has been prepared in accordancewith Indian Accounting Standards (Ind AS) as per the Companies (Indian AccountingStandards) Rules 2015 notified under Section 133 of the Companies Act 2013 and otherrelevant provisions of the Companies Act 2013. As per the provisions of Section 136 ofthe Companies Act 2013 the Company will also place separate Audited accounts of itsSubsidiaries on its website.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided in Annexure (VII) to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with therespective Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Board Meeting and General Meetings.

HUMAN CAPITAL AND INDUSTRIAL RELATIONS

Your Company believes that the quality of its employees is the key toits continued growth and success. Hence HIL is committed to providing necessary HumanResource development and training opportunities to equip employees with new skills toenable them to adapt to contemporary technological advancements. We practice and promotean open fearless and transparent value based culture in the organization. Therecruitment process is aligned to attract the best talent available and diversity atworkplace is another priority that has significant emphasis of the Company.

Your Company's management firmly believes that a stable and peacefulindustrial relation is key to the success of your organization. Over the years themanagement has made sincere and continued efforts for the development of an atmosphere ofmutual trust co- operation confidence and respect duly recognizing the rights of theworkers. A robust labour law compliance mechanism is in place to help the organization runits businesses in the most ethical and efficient manner.

The Company's employee engagement program - JOSH - makes learningactivities fun by indulging in various programmes like festive celebrations sportsevents health care activities cultural nights with family events etc. to create anoverall healthy work environment. We are committed to build an open and transparentculture through which employees can provide feedback without any fear. The organizationis committed to the welfare and career growth of its people.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are given in theAnnexure (VIII) attached hereto and forms part of this report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the Listing Regulations mandates the inclusionof Business Responsibility Report ("BRR") as part of the Annual Report for top500 listed companies which was thereafter amended to top 1000 listed companies with effectfrom December 26 2019 based on market capitalization as on March 31 every year. Incompliance with the Listing Regulations BRR of your Company for the financial year2021-22 is included in the Annual Report as Annexure (IX).

Your Company strongly believes that sustainable and inclusive growth ispossible by using the levers of environmental and social responsibility while settingaspirational targets and improving economic performance to ensure business continuity andrapid growth.

EMPLOYEE STOCK OPTIONS

The Company has two operative Employees Stock Option Schemes

i.e HIL Limited Employees Stock Option Scheme 2015 and HIL LimitedEmployee Stock Option Scheme 2019 which provides for grant of Stock Options to eligibleemployees of the Company.

Nomination & Remuneration Committee of the Board of Directorsinter alia administers and monitors the Employees' Stock Option Scheme(s) of the Companyin accordance with the Securities and Exchanges Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time ("SEBI Regulations").

During the year there were no new options granted to the employees ofthe Company.

The details of Employee Stock Options pursuant to Section 62 of theCompanies Act 2013 read with Rules made thereunder and SEBI (Share Based EmployeeBenefits) Regulations 2014 and erstwhile SEBI (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999 are provided as Annexure (X)

Certificate from M/s. PS. Rao & Associates Company SecretariesSecretarial Auditors of the Company confirming that the scheme has been implemented inaccordance with the SEBI Regulations will be placed at the forthcoming Annual GeneralMeeting of the Company for inspection by the members.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

During the year under review no significant and material orders havebeen passed by the Regulators or Courts or Tribunals impacting the going concern statusand operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financialposition of the Company which occurred between the end of the financial year March 312022 to which the financial statements relate and the date of signing of this report.

During the year there is no application made or any proceeding pendingon the Company under the Insolvency and Bankruptcy Code 2016.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required withrespect to the following items as there were no transactions related to these items duringthe year under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issues of sweat equity shares.

3. Provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per section 124 of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 and subsequent amendments thereto ("the Rules") all shares in respect ofwhich dividends have not been paid or claimed for seven consecutive years or more shall betransferred to Investor Education and Protection Fund (IEPF).

In line with the aforesaid provisions during the year unclaimedinterim dividend declared for the FY 2014-15 & unclaimed final dividend declared forthe FY 2013-14 along with the underlying shares on which dividend has not been claimed forseven consecutive years have been transferred to IEPF.

The List of shareholders whose dividends/ shares have been transferredto IEPF is available on the website of the Companyhttps://hil.in/investor-relations/unclaimed-divided-shares-due-to- transfer-to-iepf/ andalso the procedure for claiming such unclaimed dividends/ shares from IEPF has been madeavailable on website of the Companyhttps://hil.in/investor-relations/procedure-for-claiming- shares-transferred-to-iepf/.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the stakeholders ofthe Company for their continued support and express their sense of gratitude to thecustomers vendors banks financial institutions channel partners business associatesCentral and State Governments for their co-operation and look forward to their continuedsupport in future. Your Directors wish to place on record their sincere appreciation forthe contribution made by the employees at all levels and applaud them for their superiorlevels of competence dedication and commitment towards your Company.