Your Directors have pleasure in presenting the fifty sixth Annual Report of Hindustan Copper Ltd (HCL/the Company) together with the audited statement of accounts and Auditors' Report thereon for the year ended 31.3.2024.

1. Performance

Financial Summary or highlights

The comparative working results for the FY 2023-24 vis-a-vis FY 2022-23 are as under: (? in crore)

During 2023-24, the Sales of the Company was ?1686.51 crore as against ?1660.63 crore during FY 2022-23 registering an increase of 1.56%. The Company posted Profit Before Tax from continuing & discontinuing operation of ?410.43 crore during the year as against ?395.66 crore recorded during the previous

year registering an increase of 3.73%. The Profit After Tax from continuing & discontinuing operation during FY 2023-24 was ?295.41 crore as against ?295.31 crore in FY 2022-23. The total borrowing of the Company was ?222.46 as on 31.3.2024 as against ?156.39 crore as on 31.3.2023.

During FY 2023-24, Malanjkhand Copper Project (MCP) unit of the Company had achieved ore production of 2.55 Million tonne which was 106% of the target and 18% higher than FY 2022-23. Khetri Copper Complex (KCC) unit of the Company had achieved ore production of 1.23 million tonne which was 103% of the target and 11% higher than FY 2022-23.

The production of Metal in Concentrate (MIC) at 27,404 tonnes during FY 2023-24 was 11% higher than MIC production of 24,760 tonne in FY 2022-23. Though MIC production during the year has shown incremental improvement compared to last year, the performance was below the target set for the year due to suspension of production at Surda Mine in Ghatsila on account

of non-execution of mining lease deed by the State Government of Jharkhand. The MIC production at KCC was also impacted due to continued water shortage and power outage notified by the Government of Rajasthan.

Though the Government of Jharkhand had extended the Surda Mining Lease for another period of twenty years i.e. up to 31.3.2040 vide order dated 6.1.2022, however the execution of lease deed is pending for want of Stage-I FC over balance 65.52 ha forest area within mining lease and subsequent amendment in EC grant area from 323.16 ha to 388.68 ha. The MOEF&CC, New Delhi has granted Stage-I FC over balance 65.52 ha forest area on 15.6.2024 and the same has been submitted to EC

division of MOEF&CC for early issuance of amended EC.

Cathode and CCR production (Own) remained suspended during the year due to business decision for direct sale of Copper Concentrate. The Taloja Copper Project (TCP) unit of the Company however produced 27,833 tonnes of CCR (third party tolling) in FY 2023-24 which is higher by 21,275 tonne as compared to 6,558 tonne produced in FY 2022-23.

HCL had achieved Capex of ?518.14 crore against the target of ?350 crore in FY 2023-24.

The Company added 66.59 million tonnes of Copper Ore in its reserves and resource base during FY 2022-23 and as on 1.4.2023, the total Reserve & Resource of Copper Ore within HCL's mining leases was 698.44 million tonnes of ore with average grade of 0.96% copper.

To further augment production performance, the Company is taking all required measures including the following:

? EC amendment for total mining lease area from MoEF&CC, New Delhi and execution of Surda Mining Lease deed from Government of Jharkhand to commence ore production from Surda Mine.

? The Contractor engaged for Banwas mine at KCC has been asked to ensure availability of equipment for achievement of targeted ore production.

? Regular review of contractor's performance is being carried out by the mining units.

? Apron conveyor parts lowering has been completed before scheduled time and assembling and associated civil works are in progress. On completion, Kolihan Mines at KCC will enhance ore production by 12,000 to 15,000 tonnes per month.

? Regular preventive maintenance of Ore hoisting system is being ensured at Kolihan Copper mine at KCC.

? To overcome the problem of water shortage at KCC, the Company has taken up the matter with the State

Government of Rajasthan to increase the supply of water at KCC from Kumbharam project and measures are also being taken for enhancement of rainwater storage & retaining capacity, improvement of internal water circulation system to reduce loss of water, enhancement of water reclamation from tailing dam. Further Nagar Palika, Khetri, Government of Rajashthan is constructing Sewage Treatment Plant (STP) at KCC which is nearing completion stage. The company has already entered into an agreement with State Govt. to receive 1 MLD treated water from aforesaid STP which is expected to start in next Financial Year.

? Concentrator plant at MCP unit will prepare a summary of major breakdowns that occurred in FY 2023-24 and analyses the pattern of such breakdowns for improving the performance of concentrator plant.

? Alternative option for Continuous cast wire rods (CCR) production at TCP unit i.e. third-party tolling of cathodes to CCR production.

2. Dividend

The Board of Directors of your Company has recommended payment of dividend equivalent to 18.40% on paid-up capital of the Company i.e. Re 0.92 per share on ?5 face value for the year 2023-24 for approval of shareholders in the Annual General Meeting. The outgo on this account will be ?88.97 crore approx.

3. Material Changes, if any

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

4. Projects

The Company is targeting to enhance the ore production capacity to 12.20 MTPA by FY 2028-29. The status of different continuing mine expansion projects is as under:

i. Malanjkhand Mine (Madhya Pradesh)

The ongoing capacity expansion project i.e. development of underground mine below the existing open cast mine at Malanjkhand Copper Project (MCP) will augment the ore production capacity from 2.5 MTPA to 5.0 MTPA. The ore production from open cast mine has now exhausted and underground mine is operating below the existing open cast mine leaving some barrier pillar. The project has achieved seamless transition from open cast mine to underground mine in FY 2023-24 with ramping-up of ore production from Malanjkhand Underground mine to 22.48 Lakh tonne which is about 60.8% increase with respect to previous FY 2022-23. Further, for continuity of ore production, two more Mine development contracts for both North and South Sections of the Underground

MCP Mine have been awarded.

To complete the residual work of underground mine construction for capacity expansion, a consultancy contract was entrusted on M/s MECON, a reputed CPSE Consultancy Organization, for estimation of value of residual work, preparation of NIT document and evaluation of tenders which have been divided in multiple parts (Mine Excavation at North Side, Mine Excavation at South Side, Shaft Furnishing, Men & Material Hoisting system, Crushing & Pumping system, Power system, Main Mechanical Ventilator) to complete the work in an efficient manner. Out of the above multiple parts, the contracts for completion of mine development work at North & South side have been awarded and started in FY 2022-23 and development work is under progress.

The contract awarded for construction of 3.00 MTPA Paste Fill Plant for back-filling the voids of underground mine at MCP to the EPC contractor (M/s Shapoorji Pallonji and Company Private Ltd) is under progress and the construction work is expected to be completed by June/ July, 2024. The contract for other enablers of paste fill plant i.e. transport of paste from surface to underground mined out stope - (underground distribution system); surface bore hole drilling; operation and maintenance work etc. has also been awarded and the work is under progress.

The Company has also installed underground mine communication system using leaky feeder cable with traffic management system at Malanjkhand Copper Underground mine. This will enhance safety and productivity of mine.

ii. Khetri & Kolihan Mine (Rajasthan)

The proposed expansion of mines at western sector would increase ore production capacity from existing 1.0 MTPA to 3.0 MTPA. Mine-wise status is as under:

a. Kolihan Mine: Shaft sinking and creation of ore handling facilities below 0 mRL (meter Reduced Level) has been undertaken to augment the production capacity to 1.5 MTPA for which EC is already in place. The study report of Geophysical Exploration work, taken up in FY 2021-22, has shown possible extension of ore body up to -300mRL. Based on the outcome of above work, the validation drilling has been taken up which confirmed the continuity of ore body extension up to (-) 300mRL, i.e. about 750m vertical depth. Scheme of detailed exploration work is under preperation. Further, new contracts for Production & Definition Drilling has also been awarded to M/s EF Mining.

b. Khetri mine: Execution of the earlier awarded contract to augment ore production capacity at the mine from 0.5 MTPA to 1.5 MTPA through deepening of existing shafts and other related activities, could not be completed due to extremely bad ground / fault zone encountered and as a result the contract had to be terminated. To sustain the ore production from mine, another contract has been awarded

for conversion of track mining to trackless mining at 0 mRL and below in September, 2022 and the work is under progress. For Banwas deposit of Khetri Mine, Company appointed the contractual agency which has produced 415808 tonne of ore in FY 2023-24. Further a depth exploration of 58000 drilling meterage has been taken up to prove the continuity ore body extension upto (-) 300 mRL and estimation of reserve at deeper level.

iii. Surda Mine (Jharkhand)

The plan envisages sinking of shaft, deepening of various winzes to increase production capacity from 0.4 MTPA to 0.9 MTPA in Surda mine. The validity of Surda Mining Lease has been extended till 31.3.2040 by the Government of Jharkhand. EC was granted by the Ministry of Environment, Forest and Climate Change (MoEF&CC), Delhi for 0.9 MTPA ore production over 323.16 ha on 30.5.2022. Subsequently, for execution of Mining Lease deed, the Government of Jharkhand intimated to submit EC over total lease area i.e. 388.68 ha. Accordingly, the EC amendment application was made to MoEF&CC, Delhi. On 28.11.2022 MoEF&CC recommended amendment in EC area from 323.16 ha to 388.68 ha subject to grant of Stage-I Forest Clearance (FC) over balance 65.52 ha forest area within Surda mining lease. The MOEF&CC, New Delhi has now granted Stage-I FC over balance 65.52 ha forest area on 15.06.2024 and the same has been submitted to EC division of MOEF&CC for early issuance of amended EC.

iv. Re-opening of closed mines at Indian Copper Complex (ICC) Ghatsila (Jharkhand)

The Company has initiated action to re-open the closed mines, development of new underground mine at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines. Mine-wise status is given below:

a. Kendadih mine: Kendadih mine was reopened in December, 2017 with commissioning of winders after completion of mine-dewatering. The Production and mine development contract was awarded on 6.7.2021. The development activities and ore production were started, but the performance of the contract was not satisfactory and as a result the said contract was terminated on 25.5.2023. The extension of mining lease period (expired on 2.6.2023) is under progress with the Government of Jharkhand. Further, application for grant of Stage I FC over remaining forest area within mining lease has been accepted by Project Screening Committee (PSC)-I. The site inspection by various authorities of the State Forest department has been completed and the meeting of PSC-II was held on

30.5.2024 which has recommended the proposal to PCCF (Nodal) on 31.5.2024. PCCF (Nodal) recommended the proposal to Principal Secretary, Forest, Government of Jharkhand on 21.6.2024. Further recommendation of Principal Secretary, Forest, Government of Jharkhand to MoEF&CC, New Delhi is awaited.

b. Rakha mine: Rakha Mining Lease expired on 28.8.2021 and extension of mining lease period is under progress with the Government of Jharkhand. Further, the application for grant of Stage-I FC over remaining forest area within mining lease has been accepted by Project Screening Committee (PSC)-I. The site inspection by various authorities of State

Forest department has been completed and the meeting of PSC-II was held on 30.5.2024 which has recommended the proposal to PCCF (Nodal) on 31.5.2024. PCCF (Nodal) recommended the proposal to Principal Secretary, Forest, Government of Jharkhand on 21.6.2024. Further recommendation of Principal Secretary, Forest, Government of Jharkhand to MoEF&CC, New Delhi is awaited.

Further, for engagement of MDO (Mine Developer cum Operator) for re-opening and expansion of Rakha Copper Mine, development of a new underground mine at Chapri Block to produce 3-00 MTPA of ore and erection & commissioning of a matching capacity new Concentrator Plant at ICC, the Company has web-hosted tender in MSTC platform again in the month of May, 2024.

Exploration:

During FY 2023-24 the focus on exploration has been enhanced considerably to assess depth extension of the ore bodies in different leases of HCL as well as to enhance copper ore inventory of the Company. Budget for exploration has been enhanced to ?55 crore which is highest since last 10 year's expenditure on this head.

During FY 2023-24, 25385 meter of surface drilling and 24443 meter of underground definition drilling have been completed in different leases. Extension of ore bodies has been proved up to about 650 m vertical depth in Rakha Block and up to about 750 m vertical depth in Kendadih Block by taking up General (G2 level) exploration. General (G2 level) exploration is also in progress for the adjacent Sidheswar Block. Validation drilling at Kolihan Mining lease, has confirmed the continuity of ore body extension up to (-) 300mRL, i.e. about 750m vertical depth which was predicted during geophysical survey.

As on 1.4.2023, copper ore reserve and resources of the Company was 698.44 million tonnes with 0.96% of Cu. It is expected that the exploration activities taken up during the financial year will enhance copper ore reserve and resources of the Company.

The geological drilling and associated work completed in FY 2023-24 is highest since last 10 years of the exploration activities undertaken by the Company.

The Company has signed a Memorandum of Understanding (MoU) with Mineral Exploration and Consultancy Limited (MECL) for a duration of three years to carry out mineral exploration and allied works within its mining leases in the state of Jharkhand, Madhya Pradesh, and Rajasthan on 25.8.2023. This MoU is facilitating in leveraging the expertise of MECL in in-depth exploration for enhancing the resources /reserves in the mining leases of HCL.

5. Significant or material orders passed by the Regulators or Courts or Tribunals

No significant or material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

6. Utilization of funds raised through preferential allotment or QIP during the year

The Company had raised funds of ?500 crore approx. in April, 2021 through Qualified Institutional Placement (QIP) for meeting expansion/Capex plan of the Company by issuing 4,18,06,020 equity shares of face value of ?5/- each at a price of ?119.60 (including a premium of ?114.60) per share from institutional investors including Mutual Funds, Banks, Insurance companies and FII's. The Company has utilized ?430.08 crore up to 31.3.2024. Funds raised through QIP has been utilized as per objects stated in the QIP Document dated 12.4.2021.

7. Management Discussion and Analysis

A report on Management discussion and analysis of the performance of the Company is given at Annexure-I.

8. Information in respect of Subsidiary, Associate and Joint Venture

Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and MECL, was incorporated on 8.8.2019 with the objective to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply to India and boost “Make in India” campaign. The shareholding of NALCO, HCL and MECL in KABIL is in the ratio of 40:30:30. During FY 2023-24 the Company invested ?20.25 crore in KABIL. The cumulative investment of HCL in KABIL as on

31.3.2024 was ?30.00 crore (Net ?29.38 crore - refer Note No. 5 to Financial Statement).

Chhattisgarh Copper Ltd, a JV company between HCL and Chhattisgarh Mineral Development Corporation Ltd (CMDC), was incorporated on 21.5.2018 for exploration, mining and

beneficiation of copper and its associated minerals in the State of Chhattisgarh. The total paid up capital of CCL as on

31.3.2024 is ?63.51 Lakh out of which 74% equity is held by HCL and remaining 26% is held by CMDC. The cumulative investment in CCL as on 31.3.2024 was ?47 lakhs (Net ?2.47 lakh - refer Note No. 5 to Financial Statement).

Information in respect of Subsidiary, Associate & Joint Venture (Form AOC 1) pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is given in Notes to Financial Statements 2023-24.

9. Deposits

The Company has not taken any deposits covered under or which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

10. Related Party Transactions (RPTs)

Detail of RPT in Form AOC-2 is given at Annexure - II. Policy on RPTs and dealing with RPTs has been formulated and put up at the Company's website and can be accessed at https:// www.hindustancopper.com/Content/PDF/Policy%20on%20 MRPT_RPT.pdf.

11. Maintenance of cost records

The Company is required to maintain cost records as specified by the Central Government under section 148 of the Companies Act, 2013, and accordingly such accounts and records are being maintained.

12. Name of companies which became and cease to be Subsidiaries, JVs or Associate Companies

Nil during the year.

13. Establishment of Vigil mechanism

The Company has in place a Whistle Blower Policy which provide adequate safeguards against victimization of employees / directors who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy has been hosted at the Company's website and can be accessed at https://www.hindustancopper.com/Content/ PDF/Whistle_Blower_Policy.pdf.

14. Application made or any proceeding under the

Insolvency and Bankruptcy Code, 2016

Not applicable as no application has been made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

15. Difference in valuation at the time of one-time settlement and valuation while taking loan from the Banks or Financial Institutions

Not applicable as no one time settlement was done during the year.

16. Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Composition of the Internal Complaints Committee is available at the website of the Company at www.hindustancopper.com.

17. Risk Management Policy

The Board of Directors of the Company has developed and implemented a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company.

18. Dividend Distribution Policy

The Company has a Board approved ‘Dividend Distribution

Policy' in place prepared in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR), 2015}. The Policy is available at the website of the Company and can be accessed at https://www. hindustancopper.com/Content/PDF/Dividend_Distribution_ Policy.pdf.

19. Internal Financial Controls

The Company has in place adequate internal financial control with reference to financial statements commensurate with its size and operations.

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-III forming part of this report.

21. Safety & Environment

Mine Safety & Environment management remains the high priority area of the Company. The Company is always aiming to achieve “Zero Accident” potential and committed to continue sustainable mining by diligently adhering the ‘Sustainable Development Framework' stipulated by Indian Bureau of Mines (IBM), Government of India.

The Company continues to maintain the tradition of achieving recognition for its safety performance and, like previous years, this year also received a number of awards in Annual Metalliferous Mine Safety Week under the aegis of respective regional office of Director General of Mine Safety (DGMS), Government of India as detailed below:

i. Malanjkhand Mine got 1st prize in VTC, First Aid & Electrical equipment installation and 2nd prize in storage, transport & use of explosive and overall underground mine.

ii. Khetri Mine got 1st prize in Electrical Installation & Winder Machineries and 2nd prize in Mine Working, Plans, Records & Overall Performance. Kolihan Mine in KCC also got 1st prize in VTC & Emergency Preparedness and 2nd prize in

Occupational Safety, Health Welfare & Publicity Propaganda.

iii. Surda Mine got 1st prize in drilling, blasting & safe handling of explosives & statutory man power and 2nd prize in VTC & winding, underground machineries, garage, plant & Equipment maintenance.

iv. Kendadih Mine got 2nd prize in implementation of SMP, SOP, PPE & safety practice.

Similarly, in Annual Mine Environment & Mineral Conservation (MEMC) Week of Indian Bureau of Mines (IBM), under the aegis of respective regional office of the Government of India, Khetri Mine got 1st prize in environmental monitoring, and 3rd prize in mineral conservation, publicity propaganda & overall underground mine performance. Kolihan Mine got 2nd prize in publicity propaganda and 3rd prize in waste dump management.

Besides the above, special training, regular refresher training program and on-the-job training are provided to all employees. Safety Campaigns like “Annual Mines Safety Week”, “Fire Services Day”, “Fire services week” and “Industrial Safety Day” celebrations are conducted regularly with active participation of employees in all the Units of HCL.

22. Awards and Accolades

i. HCL has won the 35th Council for Fair Business Practices Jamnalal Bajaj Award for fair business practices, period- 2022-23, in the category of Manufacturing Enterprises- Large at Mumbai on 16.5.2023.

ii. HCL won “The ASSOCHAM Business Excellence Award for Smart Waste Management Initiative” of the Year at the Indian Mining and Minerals Conclave held in Kolkata on 30.6.2023.

iii. HCL was declared winner of Indian Institute of Metals (IIM) Non-Ferrous Best Performance Award under the category of Large Integrated Manufacturing Plant on 23.11.2023.

23. Corporate Social Responsibility (CSR)

The CSR Report in the prescribed format as per the Companies (Corporate Social

Responsibility Policy) Rules, 2014 is at Annexure-IV.

24. Vigilance Activities

During FY 2023-24, Vigilance department of Company had taken several steps towards vigilance related activities and special attention given to preventive vigilance measures. Various systemic improvement measures have been brought to the notice of employees and efforts have being made to create more and more awareness amongst the employees on regular basis. In HCL, online filling of Annual Property Return by all executives of the Company has been completed within the target date of 31.1.2024. The rotational transfer policy has been implemented and monitored for units/offices as guided by CVC.

Training of vigilance officials and other officials were conducted during 2023-24 to create awareness on various aspects and nuances of preventive vigilance activities, capacity building as suggested by CVC and to fulfill organization need as suggested by CVO on other side. The systemic improvement suggestions during outcome of inspections of Contracts and procurement files were ensured to be circulated to the concerned executives.

25. Official Language Implementation

During FY 2023-24, HCL made constant endeavor to increase the use of Official Language Hindi in its Units/Offices. Hindi fortnight/Hindi week/ Hindi Diwas were celebrated in the Units/ Offices of HCL from 14.9.2023 to 29.9.2023. On this occasion, the messages of Hon'ble Home Minister, Hon'ble Mines Minister and CMD, HCL were circulated/read out. Various competitions were organized with a view to increase interest among employees towards the Official Language and winners were given awards on closing ceremony held on 29.9.2023. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops were conducted at Corporate Office, Units/Offices at regular intervals. Regular review of progressive use of Hindi was carried out in quarterly meetings of Official Language Implementation Committee under the Chairmanship of CMD at Corporate Office and Unit Heads at Units.

During FY 2023-24, HCL participated in the half-yearly meetings organized by the Town Official Language Implementation Committee (PSUs), Kolkata. HCL was awarded ‘Consolation Prize' in the category of Corporate Office for doing work in the field of Official Language by CALTOLIC (Undertakings) on 31.01.2024.

The progressive use of Hindi is being reviewed regularly at Board meetings. The Company's in-house journal “Tamralipi” is published in Hindi and English languages and uploaded on the Company's website as a digital magazine. All recruitment advertisements were given in bilingual. In order to increase knowledge and popularity of Hindi among employees, the scheme of “One Hindi word and its usage in sentence every day” was implemented. Notices etc. are uploaded on the Company's website in Hindi and English.

26. Business Responsibility and Sustainability Report

Pursuant to Regulation 34 (2) of SEBI (LODR), 2015, Business Responsibility and Sustainability Report for FY 2023-24 describing various initiatives taken by the Company on social, environmental and governance perspective, is available at the website of the Company and can be accessed at https://hindustancopper.com/Content/PDF/Business%20 Responsibility%20and%20Sustainability%20Report%20 2023-24.pdf.

27. Annual Return

Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is available at the website of the Company and can be accessed at https://hindustancopper.com/Content/Admin/ FlatFile/Annual_Return_2023-24.pdf.

28. Corporate Governance

Corporate Governance Report as per SEBI (LODR), 2015 is given at Annexure-V forming part of this report together with Certificate on Corporate Governance.

29. Number of meetings of the Board

During 2023-24, ten Board meetings were held on 19.5.2023,

10.7.2023, 11.7.2023, 29.7.2023, 14.8.2023, 10.11.2023,

18.12.2023, 29.1.2024, 13.2.2024 and 28.3.2024.

30. Directors’ Responsibility Statement

In terms of Section 134(5) of Companies Act, 2013, your Directors confirm:

i. That in the preparation of the Annual Accounts for the year ended 31st March, 2023 the applicable Accounting Standards has been followed along with proper explanations relating to material departures.

ii. That such Accounting Policies have been selected and applied consistently and made adjustments and estimates which 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 31st March, 2024 and of the Profit and Loss of the Company for the FY 2023-24.

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

vi. That the Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. Declaration by Independent Directors

Independent Directors of the Company have given declaration to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013..

32. Familiarization Program for Independent Directors

On joining, Independent Directors are familiarized through induction program / presentation with the overview of business, operations, new projects and business model of the Company. Visit to Units is also organized as per their convenience. They are also updated on the changes / developments including in the relevant statutory / regulatory requirements from time-to-time. Detail of Directors' Training / Familiarization Program has been hosted at the Company's website and can be accessed at https:// www.hindustancopper.com/Content/PDF/Fam_Pro_Ind_Dir.pdf.

33. Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors

In the opinion of Board, the Independent Directors of HCL are person of integrity and possesses expertise and experience required to discharge their duty.

34. Manner of Annual evaluation of Board sub Committees and individual Directors

HCL being a Government Company, performance evaluation of its Directors and criteria of evaluation is decided and undertaken by the Government of India.

35. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company's website and can be accessed at https://www.hindustancopper. com/Content/PDF/CC_Dir_Sr_Exe.pdf. All Board members and senior management personnel have affirmed compliance of the Code for the year ended 31st March, 2024.

36. Directors and Key Managerial Personnel

During the year Shri Arun Kumar Shukla ceased to be Chairman and Managing Director, HCL on attaining the age of superannuation on 31.7.2023.

Shri Ghanshyam Sharma, Director (Finance), HCL assumed additional charge of the post of Chairman and Managing Director w.e.f. 1.8.2023 in terms of Ministry of Mines' order No. Met.3-10/2/2022-METAL III-Part-(1) dated 31.7.2023 and

28.11.2023. Shri Sharma will hold the additional charge until further orders by the Ministry.

Shri Rabindra Prasad Gupta, Director, Ministry of Mines (MoM) was appointed as part time official (Govt. Nominee) Director

vice Shri Sanjeev Verma, Ex-Director, MoM with effect from 13.3.2024 in terms of MoM's order No. F No. 10/2/2002- Met. III dated 13.3.2024 and his tenure will be until further orders by the Ministry.

The Board places on record its appreciation for the valuable services and contribution made by S/Shri Arun Kumar Shukla and Sanjeev Verma during their tenure on the Board.

37. Secretarial Audit Report

M/s S Basu & Associates, Practicing Company Secretaries, has been appointed as Secretarial Auditor for FY 2023-24. Report given by the Secretarial Auditor is given at Annexure -VI to this report. With regard to observations of Secretarial Auditor about composition of the Board that “the Company did not have minimum required 50% Independent Directors on its Board during the period from 1.4.2023 to 31.3.2024.”, it is stated that HCL, being a Government Company and in terms of its Articles of Association, appointment of all Directors on its Board is made by the President of India through orders issued by the Ministry of Mines, Government of India. The Company has no role to play in the appointment process. The Company has requested the Ministry of Mines to fill up the vacant post of Directors.

38. Auditors

M/s. Ghoshal & Ghosal, Chartered Accountants, Kolkata was appointed as Statutory Auditors to audit the accounts of the Company for the year 2023-24 by Comptroller and Auditor General of India (C&AG).

M/s Chatterjee & Co., Kolkata was appointed as Cost Auditor of the Company for carrying out the Cost Audit of the mines and plants of the Company in accordance with the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records & Audit) Rules 2014 as amended from time to time for the year 2023-24.

39. Comments of C&AG

The comments of C&AG under the Companies Act on the accounts of the Company for the year ended 31st March, 2024 are annexed to this report..

40. Other Events after Balance Sheet date

i) Reference Point No. 28 of ‘Notes to the Standalone Financial Statements' and No. 30 of ‘Notes to the Consolidated Financial Statements'. In continuation of the same, the Revisionary Authority, Ministry of Mines vide its Final Order dated 05.08.2024 has set aside the demand notices and the matter has been remanded back to the State Government with the direction to follow due process of law, re-examine factual and legal issues, and provide proper opportunities of hearing to the Revisionist before making any decision.

ii) There has been an accident in Kolihan Mines at Khetri, Rajasthan on 14.05.2024 which has resulted in stoppage of mining operations temporarily. This has led to lower production of ore and MIC at Khetri Copper Complex.

41. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/ Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra, Gujarat and West Bengal and the Company's bankers, customers and office bearers of the recognized Trade Unions of different Units / Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

Sd/-

Ghanshyam Sharma CMD [Addl. Charge] & Director (Finance) (DIN-07090008)

Place : Kolkata Date : 08.08.2024