Directors Report of Hindustan Zinc Ltd.

Mar 31, 2025

Hindustan Zinc has a robust portfolio of products including zinc,
lead and silver, and value-added products including continuous
galvanising grade (CGG), special high grade (SHG) jumbos and other
die-cast alloys. With more than 50 years of operational experience,
the Company’s steadfast focus remains on delivery and enhancing
stakeholder’s value through exploration, responsible mining and
operational excellence while prioritising the safety of our people
and conservation of scarce natural resources through technology
and innovation.

With a total R&R base of 453.2 million tonnes and an average zinc-
lead grade of c.7%, the Company’s mine life is over 25 years and our
fully integrated zinc operations currently hold c.77% market share in
India’s primary zinc industry.

Uniquely Positioned in the Metals and Mining Landscape

Your Directors are pleased to inform you that
Hindustan Zinc has demonstrated commendable
overall performance with robust operational metrics
and improved ESG foothold through emphasis on
safety-first culture and responsible business activities,
supported by regular stakeholder engagement. With
this multi-faceted proactive approach towards its
hyperopic strategy, the Company has shown resilience
against the strong market headwinds.

I. KEY BUSINESS, OPERATIONS AND
FINANCIAL PERFORMANCE

Company Overview

Hindustan Zinc Limited (“Hindustan Zinc” or
“Company”), a subsidiary of Vedanta Limited, is
the world’s largest and India’s only integrated zinc
producer and is amongst the top 5 silver producers
globally. With operational facilities located in the
states of Rajasthan and Uttarakhand, the Company
is headquartered in Udaipur, India.

¦ World’s largest and India’s only integrated zinc producer and amongst the top 5 silver producers globally	¦ Among world’s lowest cost producers with a strong foothold in the first decile of the global zinc mining cost curve with consistent cost optimisation of 6% during the year
¦ 2nd highest zinc R&R base globally with an average grade of 5.5%	¦ Robust EBITDA margin of c.51% backed by operational excellence, technological advancements, cost optimisation and better byproduct sales
¦ Consistently AAA rated by leading credit rating agencies	¦ Global sustainability leader with first rank in S&P corporate sustainability assessment (CSA) in Metals & Mining sector for 2nd consecutive year
¦ Irreplaceable resource and asset base with technologies providing flexibility of running operations based on the market landscape

Business Highlights

Your Company maintained exceptional performance
throughout the year, achieving significant operational
milestones. Ore production for the full year was
16.33 million tonnes, and mined metal production
recorded its historic high of 1,095 kt, up 1% YoY, driven
by improved mined metal grades and mills recovery.
Mine development as required for catering to the

production requirements and securing future resource
base, stood at 96 km for the year.

The Company has achieved its ever highest refined
metal production of 1,052 kt, supported by strong mined
metal production, better plant availability and operational
parameters. The saleable silver production stood at
687 MT during the year.

Operational Performance:

Production (kt)	FY2025	FY2024	% change
Total mined metal	1,095	1,079	1%
Refined saleable metal production	1,052	1,033	2%
Refined zinc -	827	817	1%
integrated
Refined lead -	225	216	4%
integrated
Saleable silver	687	746	(8%)
production (in tonnes)

Production

For the full year, ore production was at 16.33 million
tonnes, marginally down YoY, on account of lower
production at Rajpura Dariba, Sindesar Khurd & Rampura
Agucha mines which were down 13%, 3% and 3%
respectively, partly offset by strong production growth at
Zawar & Kayad, which were up 4% and 23% respectively.
FY2025 saw the best-ever mined metal production of
1,095 kt compared to 1,079 kt in the previous year, driven
by improved mined metal grades and mills recovery.

For the full year, we saw our highest metal production
at 1,052 kt in line with consistent mined metal flow from
mines, better plant availability and other operational

parameters, while silver production was down 8% at
687 MT, impacted by change in mining sequence and
lower silver input from Sindesar Khurd mine in line with
mine grade.

The Company generated 4,033 million units of thermal
based power in FY2025. Total green power generation
was 667 million units as compared to 696 million units in
FY2024. The Company has also sourced 307 million units
of renewable energy from Serentica Renewables India Pvt.
Ltd., taking the renewable energy share to c.13% of the
overall power requirement during the year.

Sales

During the year, the Company achieved its highest ever
domestic refined zinc metal sales of 603 kt as against
580 kt last year, up 4%, taking the domestic primary zinc
market share to c.77%, while export sales for the year
stood at 225 kt as compared to 238 kt a year ago. The
aggregate sales increased by 1% as compared to the
previous year, in line with the production. Lead metal sales
in the domestic market were 166 kt, while export sales
were 59 kt leading to increase in aggregate sales by 4%
from a year ago, in line with the increase in lead metal

production. Silver sales were 687 MT in FY2025, almost all
in the domestic market.

Consolidated Financial Performance

Particulars	FY2025	FY2024
Revenue from operations (Incl. other operating income)	34,083	28,932
Other Income	983	1,074
Profit before depreciation, interest, tax, and exceptional item	18,371	14,730
Less: Interest	1,095	955
Less: Depreciation and amortisation expense	3,640	3,468
Less: Exceptional Item	83	-
Profit before tax	13,553	10,307
Less: Net tax expense	3,200	2,548
Net profit	10,353	7,759
Earnings per share (''/share)	24.50	18.36

Details of the Company’s annual financial performance
as published on the Company’s website and presented
during the Analyst Meet, after declaration of annual results,
can be accessed using the following link: https://www.
hzlindia.com/wp-content/uploads/Results-Presentation-
Q4FY25 v10.pdf

The above revenue and
production cost resulted in
profit before depreciation,
interest and tax (PBDIT) of
'' 18,371 crore in FY2025, up
by 25% on account of higher
metal volume, better zinc
and silver prices, gains from
strategic hedging initiative
and favourable exchange rate
partly offset by lower lead
prices & lower silver volume.

Revenue

The Company reported ‘revenue from operations’ including
other operating income of '' 34,083 crore, an increase
of 18% YoY primarily on account of higher metal volume,
better zinc and silver prices, gains from strategic hedging
initiative, and favourable exchange rate partly offset by
lower lead prices & lower silver volume.

The ‘other income’ was '' 983 crore during the year
compared to '' 1,074 crore in the previous year.

Production Cost

Zinc’s cost of production (COP), excluding royalty for
FY2025 was '' 88,960 (US$ 1,052) per tonne, lower by
4% YoY (in '' terms). The full-year COP showed significant
improvement, primarily driven by better overall metal
grades, higher by-product sales, and softened coal
and input commodity prices. Enhanced domestic coal
materialisation and an increased supply of renewable
energy further contributed to this positive outcome.

Operating margin

The above revenue and production cost resulted in profit
before depreciation, interest and tax (PBDIT) of '' 18,371
crore in FY2025, up by 25% on account of higher metal
volume, better zinc and silver prices, gains from strategic
hedging initiative and favourable exchange rate partly
offset by lower lead prices & lower silver volume.

Net profit

Net profit was '' 10,353 crore, up 33% YoY mainly on
account of higher PBDIT and a lower effective tax
rate of 23.6% vs 24.7% driven by one time reversal of
tax provisions, partly offset by higher depreciation &
amortisation, interest expense and exceptional items.

Earnings Per Share (EPS)

The EPS for the year was '' 24.50 per share as compared to
'' 18.36 per share in FY2024.

Cash Flows

Particulars	FY2025	FY2024
Opening Cash*	10,187	10,061
Add: EBITDA**	17,465	13,677
Add: Net Interest Income	(546)	(490)
Less: Income Tax	3,385	1,757
Less: Dividend	12,253	5,493
Less: Capital Account Payments	4,006	3,866
Add: Borrowings	2,185	(3,349)
Add: (Increase)/Decrease in Working Capital & Others	(165)	1,403
Closing Cash*	9,482	10,187

* Includes Cash & Equivalents (refer Note 11 of the Audited Financial
Statements), other bank balances excluding earmarked unpaid dividend
accounts balance (refer Note 12 of the Audited Financial Statements) and
Current & Non-Current Treasury Investments (refer Note 9 of the Audited
Financial Statements)

** Earnings before Interest, Tax, Depreciation and Amortisation expenses and
Income on investments

Gross Working Capital

Gross working capital represented by inventory, trade
receivables and other current assets decreased from
'' 2,516 crore to '' 2,257 crore as of March 31, 2025,
primarily due to decrease in other current assets and trade
receivables. The working capital cycle was 25 days in
FY2025 as compared to 33 days in FY2024.

Gross Block

The gross block during the year increased from '' 43,684
crore to '' 48,425 crore. This was largely due to the
ongoing mining projects and other sustaining capex.

Capital Employed

The total capital employed as of March 31, 2025, was
'' 14,495 crore, as compared to '' 13,465 crore at the end c
previous fiscal year.

I —r> Refer page 101 for description
Projects and Expansion Plan

As Hindustan Zinc advances in the journey towards 2 Mtpi
integrated metal expansion, several projects have been
undertaken throughout the year:

¦ A 160 ktpa roaster project at Debari is expected to be
commissioned in July 2025, further enhancing the metal
volume

¦ The cellhouse debottlenecking project to enhance the
metal capacity by 21 ktpa is in progress with completion
targeted by Q2FY26 for Dariba Smelting Complex and
Q3FY26 for Chanderiya Lead-Zinc Smelter

¦ A lead-silver recovery plant based on hot acid leaching
technology is under progress in Dariba, which enables
an additional recovery of 27 MTPA silver and its
commissioning is expected by Q4FY26

¦ Work on 510 ktpa fertiliser plant in Chanderiya is under
progress and the project is targeted to be completed by
Q1FY27

¦ The Company has also received requisite regulatory
approvals for Bamnia Kalan Mines in the previous year
and site work started in June 2024. The peripheral
boundary wall work is completed and excavation work is
under progress

¦ Board approved a major expansion project to enhance
the integrated refined metal capacity by 250 ktpa in
June 2025. This expansion includes establishing a new

integrated smelter with 250 ktpa capacity in Debari,
along with a leaching and purification plant, a cell house,
an additional 160 ktpa roaster, melting & casting, and
other required infrastructure. The plan also involves
concentrator expansion, several debottlenecking projects,
and mining development capabilities to boost capacity
and enhance mining and milling infrastructure

Dividend Distribution Policy and Dividend

During FY2025, the Company declared two interim
dividends amounting to '' 12,253 crore, details of which are
as under:

Dividend	'' per share	% of Dividend
1st Interim dividend	10	500
2nd Interim dividend	19	950
Total	29	1,450

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) is available on the Company’s
website on https://www.hzlindia.com/wp-content/uploads/
Dividend-Policy-2016.pdf.

Credit Rating and Liquidity

CRISIL has reaffirmed the Company’s long-term rating
of AAA/Stable and short-term rating of A1 . The ratings
continue to reflect the Company’s low-cost operations,
strong market position, efficient and integrated operations,
high reserve & resource, and a strong balance sheet.

The Company follows a conservative investment policy and
invests in high quality debt instruments. As on March 31,
2025, the Company’s gross investments and cash & cash
equivalents were '' 9,482 crore.

II. SUSTAINABILITY GOALS AND HIGHLIGHTS
ESG Highlights

Climate Change

MnrtT

-,

Energy Transition

Biodiversity Conservation

¦ Extended our renewable energy round-the- clock (RE-RTC) power delivery agreement for up to 530 MW ¦ Deployed 3 battery electric vehicles in underground operations at Sindesar Khurd Mine (SKM) ¦ Launched Asia’s first low-carbon ‘green’ zinc, EcoZen GHG Intensity ¦ 4.61 tCO2 per tonne of metal ¦ 15% lower emission intensity from FY2020 baseline / fOT\

¦ Plantation of 0.74 million saplings in last 5 years, 70,000 planted this year ¦ Engaged with International Union for Conservation of Nature (IUCN) for 3 years and developed biodiversity management plan (BMP) for all sites to support achievement of No Net Loss (NNL) of biodiversity ¦ Implementation of Schedule 1 conservation plan in progress at

Chanderiya Lead-Zinc Smelter (CLZS), Rajpura Dariba Mine (RDM), SKM & Zawar Mine (ZM)

¦ ¦

Circular Economy

K2Y

¦

¦

¦ 100% fly ash usage ¦ 6.05 lakhs MT (2 times) increase in nninful i itilic»tir»n rtf cmnltinn nrrvr-occ:

waste like Jarosite and Jarofix from the

1

1

base line 2020 ¦

¦

¦

1

€2?

Responsible Sourcing

¦ 378 active suppliers assessed for sustainability criteria

V--

O O ¦ iTTl (TTi

-¦

Sustainability

¦-

Diversity in Workforce

1 O 71

¦ Introduced Sustainable Supply Chain Program ¦ Developed 18 alternative local vendors ¦ 180 LNG vehicles successfully deployed which resulted in a reduction of 1,066.15 tonnes of CO2 equivalent

Goals 2025

¦ 25.5% diversity (versus 14.4% in

FY2020)

¦

¦ ¦

¦

¦ 23 people from LGBTQ are now members of the

community family

Ensuring Zero Harm

o/\

¦ Unfortunately, we had 4 fatalities

J \

this year ¦ 55% reduction in TRIFR from base

Water Stewardship

Energy Transition ¦ Achieved 3.32 times water positivity at Hindustan Zinc

line 2020 (or>o\

¦ Reduced freshwater consumption by 6% in FY2025 from base year FY2020

TO*QT

Social Impact

¦ Operationalised dry tailing plant at Rajpura Dariba Complex (RDC) ¦ Commissioned a 4,000 KLD zero liquid discharge plant at Rampura Agucha Mine (RAM)

¦ Impacted around 2.3 million lives across 2,362 villages with sustained CSR interventions ¦ Total CSR spend of '' 273.45 crore

Health, Safety and Environment

Rooted in sustainability and ESG excellence, Hindustan
Zinc has consistently demonstrated its critical role as the
forerunner in clean energy transition metals. We have beer
recognised as global ESG leader in S&P Global Corporate
Assessment 2024 with us being ranked 1^st globally in
metals and mining sector for the second consecutive year.
With an improvement in overall score to 86, Hindustan Zin<
also got featured in Sustainability Yearbook 2024 amongst
the top 1% most sustainable organisations globally for the
second consecutive year.

With utmost commitment towards highest standards
in occupational health and safety, environment, and
governance, we constantly strive to uphold our position in
the global sustainability landscape.

Occupational Health & Safety

At Hindustan Zinc, ensuring the safety and well-being
of our employees and business partners remains our
top priority. We are committed to fostering a secure
work environment where every individual returns home
safely. Despite our steadfast adherence to our ‘Zero
Harm’ philosophy, we deeply regret the loss of three
business partner colleagues and one Hindustan Zinc
employee in work-related incidents over the past year.

A thorough root cause analysis was conducted for each
incident, reinforcing our continuous improvement efforts
in workplace safety. Our frontline leaders and safety
experts are actively involved in applying lessons from past
incidents, ensuring continuous learning and improvement.

To strengthen our fatality prevention strategy, we have
implemented several targeted safety initiatives. In
alignment with Vedanta’s vision of zero fatalities, we
introduced the Vihaan-Critical Risk Management (CRM)
Program, which proactively identifies high-risk activities

and applies critical controls to prevent fatalities. We have
also adopted the Infrastructure Inframatrix, a structured
framework that assesses, monitors, and controls top
infrastructure-related risks of our operations. This initiative
reinforces operational safety and reliability while enhancing
long-term efficiency. Complementing this, the Structural
Integrity Management Committee plays a crucial role in
identifying and mitigating structural risks. Using a criticality
ranking system, we evaluate infrastructure based on
condition and load, thus prioritising key risks.

Additionally, the Suraksha Kavach initiative has been
extended to smelting operations, addressing 15 high-risk
tasks in addition to 25 mining activities already covered.

We also facilitate external and internal workshops,
international and national recognised courses for our
employees and business partners for upgrading technical
and behavioural skills.

Hindustan Zinc maintains world-class rescue facilities
with advanced technology and highly trained personnel.

A key initiative is the inclusion of women rescuers,
enhancing preparedness and inclusivity in emergency
response. In FY2025, 23 women employees completed
intensive training in work-at-height and confined space
rescue operations.

We also prioritise occupational health management,

conducting regular medical examinations and industrial
hygiene assessments to mitigate exposure to hazardous
substances, noise, and air quality risks. In FY2025, over
1,300 industrial hygiene sample assessments were
conducted to ensure workplace safety.

Through proactive interventions, leadership accountability,
and cutting-edge technology, Hindustan Zinc continues to
set industry benchmarks in safety excellence.

Environment

Hindustan Zinc is committed towards environmental
conservation through reducing carbon footprint, lowering
air emissions, managing water and waste effectively, and
fostering biodiversity, etc., which are the important aspects
of our philosophy of responsible business operations.

Hindustan Zinc has received validation on its near-term anc
net-zero targets by the Science Based Targets initiative
(SBTi). Our targets include a commitment to reduce 50%
of absolute Scope 1 and 2 GHG emissions and further
reduction of 25% of absolute Scope 3 GHG emissions by
FY2030 from the base year FY2020 and further achieving
net-zero emissions across the value chain by FY2050.
These target ambitions have been approved by the SBTi in
line with 1.5°C trajectory.

Hindustan Zinc also became the first in the Indian metals
and mining sector to publish its Climate Action Report,
aligned with International Financial Reporting Standards
(IFRS) S2 - Climate-related Disclosures framework.

During the year, we have signed an incremental power
delivery agreement for renewable energy to increase
from 450 MW to 530 MW, and the project progress is
going well. In FY2025, we sourced c.13% of the renewable
energy against the overall power requirement across
the plants. The 530 MW RE-RTC will help in reducing our
GHG emissions significantly by 3.5 MtCO₂e per annum by
2028. The usage of renewable energy has also enabled
Hindustan Zinc to launch Asia’s first low carbon zinc,
EcoZen, which boasts a carbon footprint of less than

3 Battery-Electric Vehicles (BEVs) in our
underground operations at Sindesar
Khurd Mine.

10 EV trucks for interunit transport of goods.

Introduction of 3 EV stations as well as
deployment of 180 LNG-powered trucks in
partnership with Greenline.

1 tCO₂e per tonne of zinc produced, about 75% lower
than the global average.

Our initiatives in reducing our Scope 3 emissions
include deploying 3 battery-electric vehicles (BEVs) in
our underground operations at Sindesar Khurd Mine,

10 EV trucks for interunit transport of goods,
introduction of 3 EV stations as well as deployment of
180 LNG-powered trucks in partnership with Greenline,
for upstream & downstream transportation, which has
resulted in avoidance of 1,066.15 tCO₂e in FY2025.

A 4,000 KLD water treatment plant was commissioned
at Rampura Agucha Mine in FY2025. The plant will
result in reduction of freshwater dependency, aligning
with the vision of becoming 5 times water positive by
2025. The dry tailing plant at Rajpura Dariba Mine has
been operational since September 2024 and will result

				¦
	India’s First All Women		Zawar’s captive power	The Company secured
AA	Rescue Team won 2nd position	AA	plant has secured 5-star	the first prize at the
JiiJ	in 13th International Mine		in British Safety Council	53rd All India Mine Rescue
	Rescue Competition held in		Five Star Audit	Competition
	Colombia
	Hindustan Zinc has been	<&?	Won multiple awards at International Safety Awards
AA	awarded Platinum in the	AA	2025 by British Safety Council in the areas of automation
	9th Apex India Occupational	Hii	and innovation, competency development and
	Health & Safety Awards 2024		standardisation of safety systems
	in the Metal & Mining sector

in a significant amount of water recovery from the tailings,
making this our second unit generating dry tailings after
Zawar Mines.

We had a 3-year engagement with International Union for
Conservation of Nature (IUCN) for preparing biodiversity
management plans (BMPs) for all of our locations except
the Pantnagar Metal Plant, supporting Hindustan Zinc to
achieve its target of no net loss of biodiversity against a
2020 baseline.

The first fuming furnace which has been commissioned
at Chanderiya Lead Zinc Smelter (CLZS), has helped us in
improving metal recovery and reducing the generation of
jarosite waste. As a significant achievement in our pursuit
of reducing waste by improving efficiency, Hindustan
Zinc received an Indian patent titled as ‘Method for
manufacturing of paver block and bricks from industrial
waste’.

We have also partnered with Indian Institute of Technology
(IIT) Madras and Jawaharlal Nehru Centre for Advanced
Scientific Research (JNCASR) to develop sustainable
energy storage solutions. IIT Madras is creating a 1 kWh
rechargeable zinc-air battery prototype, offering a cost-
effective and durable alternative to lithium-ion batteries.
This collaboration aims to enhance the viability of zinc-
based batteries for a sustainable energy future.

We organised a series of training sessions called
“Wednesday for Transition”, which were designed to
provide suppliers with essential knowledge on ESG
(Environmental, Social, and Governance) topics like
biodiversity, safety, materiality, etc.

We had a 3-year engagement with
International Union for Conservation
of Nature (IUCN) for preparing
biodiversity management plans
(BMPs) for all of our locations
except the Pantnagar Metal Plant,
supporting Hindustan Zinc to
achieve its target of no net loss
of biodiversity against a 2020
baseline.

Our sustainability-related activities received

several endorsements during the year:

¦ Our Sustainability Report 2023-24 ranked
1^st globally in the Materials category, earning
a Platinum award in the LACP Vision Awards
2023/24

¦ Rajpura Dariba Complex received Scope 1 Water
Positive Aspiring Company Certificate

¦ Hindustan Zinc was honoured with ICC
Sustainability Excellence Award in Manufacturing
sector

¦ The Company won ESG Excellence Award 2024
at KPMG ESG Conclave

¦ Hindustan Zinc was featured in TIME’s Top 500
World’s Most Sustainable Companies 2024

¦ The Company won BW Business World’s
Sustainability Awards 2024 for leading the
Sustainability Charter in India’s Energy and
Mining Industry

¦ Hindustan Zinc was recognised as Green Leader
Supplier by Larsen & Toubro

¦ The Company won Inspirational Sustainability
Performance Award by Amara Raja

Corporate Social Responsibility (CSR)

The Company’s CSR initiatives passionately focus on
community upliftment by strengthening the local economy
and improving the quality of life by working in the areas of
education, sustainable livelihoods, women empowerment,
health, water & sanitation, sports & culture, environment &
safety and community assets creation. Please refer to the
community development chapter in the Integrated Annual
Report, located on page 186, for further information.

During the year, the Company spent '' 273.45 crore on CSR programmes, more than the 2% of CSR mandate which was
'' 264.82 crore. For further details, refer Annexure III and ‘Business Review’ section of this annual report.

External Assessment

Sustainalytics	Negligible (0-10)	31.3*	29.9	29.6	47.0	44.0
DJSI	100	86a	85	80.0	77.0	74.0
CDP Climate	A	B **	A-	A	B	A
CDP Water	A	A-**	A-	A-	A-	B
FTSE4Good	5	4.4#	4.2	4.2	4.0	4.3

* Last updated in July 2025 ^ALast updated in December 2024 # Last updated in July 2024

** i) Last updated in July 2025

ii) Hindustan Zinc was recognised with A- (Leadership) for Supplier Engagement Assessment

HR initiatives

1. Increased gender diversity in Executive
Committee from 12% in FY2019 to 25% in
FY2025

2. Unveiled a new policy offering up to
'' 1 lakh for transgender employees’
higher education

3. Co-partnered with the 3^rd Transgender
Leadership Conclave & Job Fair, with

23 employees thriving in key roles across
the organisation

4. Celebrating India’s first women
underground mine managers and all¬
women rescue teams with #WomenInZinc
campaign

1. Partnership with Silver Oak Health to
provide free mental health support,
fostering emotional resilience through
webinars and workshops.

2. High performance organisation with 2x
increments to high performers, fast track
promotions and disruptive rewards

3. 500 employees & 200 business
partner employees rewarded over the
year

4. Promote physical well-being with
state-of-the-art facilities and enhance
culture through community celebrations,
sports, CEO townhalls, and mentorship
programmes, etc.

1. Over 1.3 lakh training hours, including
over 30k hours of digital learning

2. Collaboration with institutions like 11M
Udaipur and NIT Rourkela for providing
specialised expertise

3. 90 executives graduated through our
work integrated learning program in
partnership with BITS Pilani and IIM
Udaipur

4. Recognition through DRONA and other
such awards to nurture a culture of
continuous learning

1. Impacted over 250 employees, including
Technical and Business Stars and
Safety Champions, through Ambavgarh
Dialogue.

2. Connecting employees with industry
leaders and change-makers nationwide
through Leaders Unplugged

3. Promoted 26 Technical and 7 Business
Stars to higher roles with expanded
responsibilities through ACT-UP
(Accelerated Competency Tracking and
Upgradation Programme)

4. Comprehensive assessments like
360-degree feedback for over 200
executives and creation of 250 talent
cards through Talent Review Council

5. Selected 31 leaders for critical roles in
smelting operations and asset integrity
through SHIKHAR

6. Institutionalised analytics cell,
ACCELERATORS, to drive key strategic
pillars like economic analysis, zinc market
insights, new business opportunities, and
competitor benchmarking

7. Covered over 200 anchors and proteges
through our flagship mentoring program,
GURU CHAKRA

PARTICULARS OF EMPLOYEES

The remuneration paid to Directors, Key Managerial
Personnel, and the executive management team during
FY2025 was in accordance with the Nomination and
Remuneration Policy of the Company. Disclosures
pertaining to remuneration and other details as required
under section 197(12) of the Act, read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed as
Annexure X.

In terms of the provision of Section 136 of the Act
and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Report and the Financial Statements are being sent to
the Members of the Company excluding the statement of
particulars of employees.

The said information is available for inspection through
electronic mode. Any member interested in obtaining
such information may write to the Company Secretary and
the same will be furnished upon such request.

In line with the internal guidelines of the Company, no
payment is made towards commission to the Executive
Director of the Company, who is in full time employment
with the Company.

Disclosure as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
workplace and has an Internal Complaints Committee
(“ICC”) in compliance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Members of the Corporation’s
ICC are responsible for conducting enquiries pertaining
to such complaints. Such policy broadly covers the
viewpoints below:

¦ Promote a workplace based on equality & respect

¦ Provide a safe and congenial work environment

¦ Awareness & sensitisation about sexual harassment
at the workplace

¦ Prevent sexual harassment

¦ Provide formal and informal mechanism for redressal
in case of complaint of sexual harassment at the
workplace

¦ Define the implications and outcome of sexual
harassment

¦ Ensure protection against retaliation to
complainants, witnesses, Committee members
and other employees involved in prevention and
complaint resolution

In line with the internal guidelines
of the Company, no payment is
made towards commission to the
Executive Director of the Company,
who is in full time employment with
the Company.

To ensure that ICC is well acquainted with the knowledge
of investigation under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, Hindustan Zinc organised a 1-day training workshop
for all the ICC members by an external expert.

V. RISK MANAGEMENT

The businesses are exposed to a variety of risks, which
are inherent to a global natural resources organisation,
and we understand that it is imperative for an organisation
to manage its risk for achieving strategic goals. As part
of our governance philosophy, the Board has an Audit
& Risk Management Committee to ensure a robust risk
management system. The details of the Committee and its
terms of reference are set out in the Corporate Governance
Report, which forms part of this Annual Report.

At Hindustan Zinc, we are determined to ensure that our
system is robust and proactive to successfully apprehend
risks and mitigate them before they play out. We, therefore,
have a strong sustainable risk management framework,
supported by SAP-based tools to allow transparent risk
reporting and escalations. Risk prioritisation criteria are
clearly defined and mapped across different functions,
categories and activities along with the likelihood of
potential impact. Risks are continually evaluated for timely
implementation of mitigation measures.

Risk Management Framework

The risk management framework provides a rationalised
approach to identify, discuss, measure, and manage vital
opportunities and risks that the enterprise faces. It details
the guidelines to enable business units and corporate
functions across the Company to manage risks, while
pursuing the Company’s strategy. Please refer to the risk
management chapter in the Integrated Annual Report,
located on page 68, for further information.

Internal Financial Control Systems and their adequacy

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by

management and the relevant Board Committees, including
the Audit & Risk Management Committee, the Board is of
the opinion that the Company’s internal financial controls
were adequate and effective during FY2025.

Vigil Mechanism and Whistle Blower Policy

Your Company is committed towards retaining highest
standards and ethical code of conduct. The Company has
in place a robust vigil mechanism for reporting genuine
concerns through the Company’s Whistle-Blower Policy and
has established the necessary vigil mechanism for Directors
and employees in confirmation with section 177(9)
of the Act and Regulation 22 of Listing Regulations,
to report concerns about unethical behaviour.

This policy is available on the Company’s website on
https://www.hzlindia.com/wp-content/uploads/HZL-
WHISTLE-BLOWER-POLICY-19.10.2015.pdf. All the
‘Complaints’ under this policy are reported to the Group
Head - Management Assurance, who is independent of
operating management and the businesses. Company has a
dedicated email Id - [e-mail], and a
hotline number (000-800-100-1681) as well as web-based
reporting platform https://secure.ethicspoint.eu/domain/
media/en/gui/102029/index.html.

All incidents that are reported are investigated and suitable
action is taken in line with the Whistle Blower Policy. It is
completely ensured that the identity of the Complainant
remains anonymous. The action taken and status reports
of the same are reported to the Audit & Risk Management
Committee on a quarterly basis.

				BOARD COMMITTEES					1
		_rz
STATUTORY COMMITTEES								OTHER COMMITTEES
									I
					J-			f
		r ^ >				f^ 1
Audit & Risk		Corporate		Nomination and		Stakeholders		Sustainability		Committee of
Management		Social		Remuneration		Relationship		and ESG		Directors
Committee		Responsibility		Committee		Committee		Committee
		Committee
V J		^ J		^ J		^ J		V J		L J

VI. SUBSIDIARIES/JOINT VENTURES

As on March 31,2025, your Company has 5 wholly-owned
subsidiaries (“WOS”) and 1 joint venture (“JV”) as per
the Companies Act, 2013 (“the Act”) which have been
classified as subsidiaries/JVs under Indian Accounting
Standards (Ind AS). Same are as follows: -

M 1 ^¦
Hindustan Zinc Alloys	Vedanta Zinc Football
Private Limited (WOS)	& Sports Foundation (WOS)
l
Hindustan Zinc	Zinc India Foundation
Fertilisers Private	(WOS)
Limited (WOS)
Hindmetal Exploration	Madanpur South Coal
Services Private Limited (WOS)	Company Limited (JV)

During the year under review, Vedanta Limited, the
holding company had reduced its shareholding from
64.92% to 63.42%.

The Company has no material subsidiaries during the
year under review. In terms of the Listing Regulations,
as amended from time to time, the Company’s policy for
determining material subsidiary may be accessed at
https://www.hzlindia.com/wp-content/uploads/HZL-Policy-
for-Determing-Material-Subsidiaries.pdf

Further, the statement on the performance and financial
position of each subsidiary and joint venture and salient
features of their financial statements in the prescribed
Form AOC-1 is annexed to this annual report.

VII. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest
standard of corporate governance practices at all times
by staying true to its core values of transparency and
accountability in all its engagements, which are the two
basic tenets of corporate governance. We consider it
our inherent responsibility to protect the rights of all our
stakeholders and disclose timely, adequate, and accurate
information regarding our financials and performance, as
well as the leadership and governance of the Company.

Your Company is dedicated to enhancing long-term value
for all stakeholders while upholding integrity, fulfilling
societal obligations, protecting the environment, and
adhering to regulatory requirements. Our actions are
guided by our core values and principles, which are
consistently reinforced throughout the organisation. These
principles have always been and will continue to be our
guiding force in the future. As a Company deeply rooted in
values and commitment, we believe that profitability should
be aligned with our responsibility towards all stakeholders.

Corporate Governance Report

As a listed company, necessary measures are taken
to comply with the Listing Regulations. The Corporate
Governance Report forms part of this report.

Business Responsibility & Sustainability Report

The Business Responsibility and Sustainability Report
describing the initiatives taken by the Company from an
environmental, social and governance perspective, also
forms a part of this report.

Directors and Key Managerial Personnel

The Board of Directors is the apex body constituted
by shareholders for overseeing the Company’s overall
functioning. The Board provides strategic direction and
leadership and oversees the management policies and
their effectiveness looking at long-term interests of
shareholders and other stakeholders.

DIRECTORS

Appointments

The appointment of all members of the Board of Directors
is made by the shareholders, either at the Annual General
Meeting (AGM), Extraordinary General Meeting (EGM), or
through a Postal Ballot, in accordance with the applicable
governance procedures.

Mr. Vivek Kumar Bajpai (DIN: 10717439), as Government
Nominee Director

During FY2025, based on the recommendation of the
Nomination and Remuneration Committee and approval
of the Board through a circular resolution passed on July
24, 2024, Mr. Vivek Kumar Bajpai (DIN: 10717439) was
appointed as the Government Nominee Director of the
Company with effect from July 24, 2024. The same was
approved by the shareholders of the Company through
postal ballot resolution on September 05, 2024.

Mr. Dinesh Mahur (DIN: 10862645), as Government
Nominee Director

During FY2025, based on the recommendation of the
Nomination and Remuneration Committee and approval
of the Board through a circular resolution passed on
December 05, 2024, Mr. Dinesh Mahur (DIN: 10862645)
was appointed as the Government Nominee Director of the
Company with effect from December 05, 2024. The same
was approved by the shareholders of the Company through
postal ballot resolution on January 19, 2025.

Cessations

Ms. Farida M. Naik as Government Nominee Director

Ms. Farida M. Naik ceased to be Government Nominee
Director with effect from July 24, 2024, pursuant to the order
received from the Ministry of Mines, Government of India.

Ms. Veena Kumari Dermal as Government Nominee
Director

Ms. Veena Kumari Dermal ceased to be Government
Nominee Director with effect from December 05, 2024,
pursuant to the order received from the Ministry of Mines,
Government of India.

Further changes during FY2026:

1. Mr. Akhilesh Joshi ceased to be a Non-Executive
Independent Director of the Company upon completion
of his second and final term on July 31, 2025.

The Board of Directors, based on the recommendation
of the NRC, has approved the appointment of Mr. Anoop
Kumar Mittal (DIN: 05177010) as a Non-Executive
Independent Director for a first term of 2 years from
August 1,2025, to July 31,2027, subject to shareholder
approval at the 59^th Annual General Meeting.

2. Ms. Nirupama Kotru ceased to be the Non-Executive
Nominee Director effective July 25, 2025, following
an order from the Ministry of Mines, Government of
India. On the same date, Mr. Ashish Chatterjee (DIN:
07688473) was appointed as the Non-Executive
Nominee Director, pursuant to the Ministry’s order.

Director retiring by rotation

Pursuant to the provisions of section 152 of the Act,

Ms. Priya Agarwal (DIN: 05162177), Chairperson, Non¬
Executive Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM)

BOARD EFFECTIVENESS
Familiarisation Programme for Directors

The Board members are provided with necessary
documents, reports and internal policies to enable them to
familiarise themselves with the Company’s operations, its
procedures and practices. Periodic presentations are made
at the Board and Board Committee meetings, on business

and being eligible, seeks re-appointment. The necessary
resolution for re-appointment of Ms. Priya Agarwal forms
part of the Notice convening the ensuing AGM scheduled
to be held on Monday, August 25, 2025.

KEY MANAGERIAL PERSONNEL
Appointments/Cessations

In terms of Section 203 of the Act, Mr. Arun Misra, CEO &
Whole-time Director and Mr. Sandeep Modi, Chief Financial
Officer, continue to hold their positions as Key Managerial
Personnel of the Company as on March 31,2025.

Ms. Harsha Kedia resigned from her position as the
Company Secretary & Compliance Officer with effect from
the close of business hours on October 28, 2024.

Based on the recommendation of the Nomination &
Remuneration Committee and the Board of Directors,

Ms. Aashhima V Khanna, was appointed as the Company
Secretary & Compliance Officer (Key Managerial Personnel
(KMP)) with effect from January 28, 2025.

Board and Committees

The Board met seven times during the year under review.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and the
Listing Regulations. The Committees of the Board usually
meet the day before or on the day of the Board meeting, or
whenever the need arises for transacting business.

A detailed update on the Board, its committees, their
composition, terms and reference, meetings held during
FY2025, and the attendance of each director is detailed in
the Corporate Governance Report, which forms part of this
Integrated Annual Report.

As on March 31,2025, the Board has six committees.

and performance of the Company, global business
environment, business strategy, risks, safety, health and
environment, and ESG & sustainability etc. The details of
the familiarisation program are provided in the Corporate
Governance Report forming part of this Annual Report and
can also be accessed on the website of the Company at
www.hzlindia.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies

Act, 2013, the Board of Directors, to the best of their

knowledge and ability confirm that:

i. In the preparation of the annual accounts for the
year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

ii. they have selected such accounting policies and
applied them consistently and made judgements &
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profits of the Company for that period;

iii. they have taken proper and sufficient care 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. the annual accounts have been prepared on a ‘Going
Concern’ basis;

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

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Annual Board Evaluation

The NRC has devised a criteria for evaluation of the
performance of the Directors including the Independent
Directors. The said criteria provide certain parameters like
attendance, acquaintance with business, communication
inter se between Board members, effective participation,
domain knowledge, compliance with the Code of Conduct,
vision and strategy, benchmarks established by global
peers etc., which is in compliance with applicable laws,
regulations and guidelines.

The annual Board evaluation of the performance of the
Board for FY2025 was carried out with the help of an
external agency. During the year, the Company had
engaged a leading consulting firm, for carrying out the
performance evaluation of all the Board members, the
Board as a whole and of various Committees. It was
facilitated by way of an online structured questionnaire.
The evaluation parameters and the process have been
explained in the Corporate Governance Report.

Feedback Mechanism

The results of evaluation showed high level of commitment
and engagement of the Board and its various Committees.
The Board was satisfied with overall performance and
effectiveness of the Board, Committees and individual
Directors and appreciated the Company’s ethical
standards, transparency, and progress on sustainability
and ESG during the year.

The Board members also provided their inputs for further
enhancing the overall effectiveness of the Board and the
Committees. It was noted that the Board, as a whole, is
functioning in an effective and cohesive manner.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

Based on the recommendation of Nomination and
Remuneration Committee (“NRC”), the Board has
approved the Nomination and Remuneration Policy which
enumerates the criteria for assessment and appointment/
re-appointment of Directors and KMP’s on the basis of
their qualifications, knowledge, skills, industrial orientation
independence, professional and functional expertise
among other parameters with no bias on the grounds of
ethnicity, nationality, gender or race or any other such
discriminatory factor.

The Nomination and Remuneration Policy was reviewed
and revised by the Board of Directors on recommendation
of the Nomination and Remuneration Committee in its
meeting held on April 19, 2024, with a view to align the
policy with the latest legal provisions.

The policy sets out the guiding principles for the
compensation to be paid to the Directors, KMP’s and
the executive management team; and it also provides
for implementation of Board familiarisation, diversity,

performance evaluation and succession planning for
cohesive leadership management.

Detailed Company’s policy on appointment of Directors
and their remuneration is available on the Company’s
website https://www.hzlindia.com/wp-content/uploads/
HZL-Nomination-Remuneration-Policy final-19.04.2024.pdf

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has, inter alia, received the following
declarations from all the Independent Directors confirming
that:

a. they continue to meet the criteria of independence as
prescribed under the provisions of the Act, read with
the Schedule and Rules issued thereunder and the
Listing Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV of the
Companies Act, 2013.

The Board of Directors of the Company have taken on
record the declaration and confirmation submitted by
the Independent Directors after due assessment of the
credibility of the same.

In terms of Section 150 of the Act read with Rule 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs (“IICA”).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has in place proper systems to ensure
compliance with the provisions of the applicable secretarial
standards issued by The Institute of the Company
Secretaries of India and such systems are adequate and
operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The ‘Strategy and Performance Overview’ section of this
Integrated Annual Report gives a detailed information
on the Company’s strategy, operations and the market in
which it operates including industry-wide developments,
product-wise performance and outlook. It also discusses
the key performance indicators, ratio analysis and financial
performance with respect to operational performance.

The ‘Operating Context and Value Creation’ section of
this Integrated Annual Report discusses the operating
context, risks and concerns and risk management strategy
of the Company. The initiatives and material development
in the areas of human resources/industry relations and
sustainability are covered in the ‘Environmental, Social and
Governance’ chapter of this Integrated Annual Report.

VIII. AUDIT REPORTS AND AUDITORS
Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No. 301003E/E300005) have been
appointed as the Statutory Auditors of the Company at
the 55^th Annual General Meeting (AGM) to hold office for a
period of 5 years, i.e. until the conclusion of the 60th AGM
to be held in 2026.

The auditors have confirmed that they are not disqualified
from being re-appointed as statutory auditors of the
Company. Further, the report of the Statutory Auditors
along with notes to financial statements is enclosed to this
report. The notes on financial statements referred to in the
Auditors’ Report are self-explanatory and do not call for
any further comments.

The Statutory Auditors’ report for FY2025 does not contain
any qualification, reservation or adverse remarks which
calls for any explanation from the Board of Directors.

Secretarial Auditors

M/s Sanjay Grover & Associates, Practicing Company
Secretaries, New Delhi, (Firm Registration No.P2001DE052900)
had been appointed by the Board of Directors of the
Company on April 19, 2024, as Secretarial Auditors to
carry out the Secretarial Audit of the Company for FY2025.
The Company had received a certificate confirming their
eligibility and consent to act as the Secretarial Auditors.

Pursuant to SEBI Notification dated December 12, 2024,
and on the recommendation of the Board of Directors,
the appointment of M/s Sanjay Grover & Associates,
Practicing Company Secretaries, New Delhi, (Firm
Registration No. P2001DE052900) for the first term
of 5 years as the Secretarial Auditors of the Company
is proposed to be considered at the ensuing AGM for
approval of the shareholders.

The Secretarial Audit Report for FY2025 forms part of
this report and confirms that the Company has complied
with the provisions of the Act, Rules, Regulations
and Guidelines and that there were no deviations or
non-compliances except pertaining to shortage of
independent director on the Board.

Internal Auditors

M/s Deloitte Touche Tohmatsu India LLP, (LLPIN: AAE-
8458) had been appointed as Internal Auditors to carry
out the internal audit of the Company for FY2025.

The Company also has an independent in-house
management assurance system (MAS) team to manage
the group’s internal audit activity that functionally
reports to the Audit & Risk Management Committee.

Cost Auditors

M/s K.G. Goyal & Co., Cost Accountants (Firm’s
Registration No. 000017), had been appointed as Cost
Auditors of the Company for FY2025 to carry out audit
of the cost records of the Company. The Company
had received a certificate confirming their eligibility
and consent to act as the Auditors. The cost accounts
and records of the Company are duly prepared and
maintained by the Company as required under Section
148(1) of the Act pertaining to cost audit.

Auditors Certificate

• Certificate on the compliances with the conditions
of Corporate Governance (CG) as per provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, has
been issued by Sanjay Grover & Associates, practising
Company Secretaries and Secretarial Auditors of the
Company. The only adverse remark in CG certificate
is for not fulfilling the criteria of adequate number of
Independent Directors, for which the Company has
provided the adequate explanation.

• A certificate from Company Secretary in Practice
certifying that none of the Directors of the Company
are disqualified from being appointed as Directors as
specified under Section 164(1) and 164(2) of the Act

read with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including
any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force) or are debarred
or disqualified by SEBI, Ministry of Corporate Affairs
(“MCA”) or any other such statutory authority forms
part of the Corporate Governance Report forming part
of this Integrated Annual Report.

Reporting of Frauds by Auditors

During the year under review and pursuant to Section
143(12) of the Act, none of the auditors of the Company
have reported to the Audit & Risk Management
Committee of the Board any instances of fraud by the
Company or material fraud on the Company by its officers
or employees.

Commercial Papers

The Commercial Papers (“CPs”) issued by the Company have been listed on NSE and have been duly redeemed on timely
basis. As on March 31, 2025, Company has '' 1,050 crore outstanding CPs.

Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account

The details regarding disclosures with respect to demat suspense account/unclaimed suspense account are provided
under Corporate Governance Report.

Transfer of Unpaid and Unclaimed Amounts to IEPF

The details of unclaimed/unpaid dividends transferred/credited to IEPF during FY2025 are as follows:

Details of shares transferred to IEPF Authority during FY2025 are also available on the website at https://www.hzlindia.
com/investors/share-information/shares-transfer-to-iepf/

The details of dividend declared during the year on shares already transferred to IEPF are provided below:

Security	ISIN	Date of	No. of	Total amount	Tenor	Maturity
Description		Allotment	NCDs	(in '' crore)		Date
Unsecured,	INE267A08020	March 20, 2025	10,000	100	01 year 01 day	March 21, 2026
Redeemable, Rated,	INE267A08038	March 20, 2025	10,000	100	02 years	March 20, 2027
Listed NCDs	INE267A08046	March 20, 2025	30,000	300	03 years	March 20, 2028

Financial Year	Date of declaration	Amount of Unclaimed Dividend transferred (in '')
2016-17 (Special interim dividend)	March 22, 2017	4,84,28,077.00
2017-18 (Interim dividend)	November 28, 2024	40,85,764.00

Dividend declared during FY2025 on shares already transferred to IEPF
Financial Year	Type of Dividend	Date of declaration	Amount transferred to IEPF	Date of transfer to IEPF
2024-25	1st Interim Dividend	May 07, 2024	36,21,856.00	May 23, 2024
2024-25	2nd Interim Dividend	August 20, 2024	68,91,533.00	September 18, 2024

IX. OTHER DISCLOSURES
Related Party Transactions

In line with the requirements of the Act and the Listing
Regulations, your Company has formulated a policy
on related party transactions (RPTs) and the same can
be accessed using the following link: https://www.
hzlindia.com/wp-content/uploads/HZL RPT-Policy
Revised 21.04.2023.pdf.

During the year under review, all contracts/arrangements/
transactions entered with related parties were approved
by the Audit & Risk Management Committee of the
Company and were at arm’s-length and in the ordinary
course of business. Certain transactions, which were
repetitive in nature, were approved through omnibus
route. However, there were no material transactions of the
Company with any of its related parties as per the Act and
Listing Regulations which required shareholders’
approval. All RPTs are subjected to independent review
by a reputed accounting firm to establish compliance with
the requirements of RPTs under the Act and
Listing Regulations.

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is
annexed as Annexure-2.

Deposits

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the Balance Sheet.

Transfer to Reserves

The Company has NIL transfer to General Reserves out of
the profits during the period of reporting.

Debentures

During FY2025, your Company raised '' 500 crore through
issuance of Non-Convertible Debentures (“NCDs”) in three
separate transferable and redeemable principal parts of
face value of '' 1,00,000 each on private placement basis
as per the following details:

Annual Return

Pursuant to section 92(3) read with section 134(3)(a)
of the Act, the annual return as on March 31, 2025,
is available on the Company’s website https://www.
hzlindia.com/investors/reports-press-releases/

Particulars of Loans, Guarantees or Investments

Your Company has given loans and guarantees,
provided security and made investments within the
limits with the necessary approvals and in terms and
accordance with the provisions of Section 186 of the
Companies Act, 2013. The particulars of such loans and
guarantees given, securities provided, and investments
made are provided in the notes to the Financial
Statements.

Details of Applications made or any Proceedings
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the Financial Year

There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the period under review.

Material Changes affecting the Financial Position of
the Company

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of FY2025 and the
date of this report.

Significant or Material Orders passed by the
Regulators or Courts or Tribunals

There are no significant material orders passed by the
regulators or courts or tribunals impacting the going
concern status of the Company and its operations in
future during the period under review.

Change in nature or business of the Company

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

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in Annexure I to this report.

X. INTEGRATED REPORT

The Company being one of the top companies in the
country in terms of market capitalisation, has voluntarily
provided integrated report, which encompasses both
financial and non-financial information to enable the
members to take well informed decisions and have
a better understanding of the Company’s long-term
perspective. The report also touches upon aspects
such as organisation’s strategy, governance framework,
performance and prospects of value creation based

on the six forms of capital viz. financial capital,
manufactured capital, intellectual capital, human capital,
social and relationship capital and natural capital.

The key initiatives taken by the Company with respect
to stakeholder engagement, ESG, Health and Safety of
employees has been provided separately under various
sections of this Integrated Annual Report.

XI. AWARDS AND ACCOLADES

Your Company continued its quest for excellence
in its chosen area of business to emerge as a true
global brand. Several awards and rankings continue
to endorse as a thought leader in the industry. Your
Company has received numerous prestigious awards
for its outstanding innovative work, drawing attention
with its impressive achievements. Its unwavering
commitment to excellence has led to recognition
across various platforms, serving as a testament to its
ethical practices, sustainable approach, and a well-
established, professional work environment.

The details of the awards and recognitions secured
by the Company have been highlighted in a separate
section in the Integrated Annual Report.

XII. ACKNOWLEDGEMENTS

Your Company’s business is deftly managed by an
adroit set of leaders with global and diverse experience
in the sector in order to accomplish the mission of
carving our niche as the leading global natural resource
Company. The professionally equipped and technically
sound management has set progressive policies and
objectives, follows best global practices, all with a
plausible vision to take the Company ahead to the
next level.

The Board thanks the customers, vendors, investors,
business partners, worker unions, auditors and bankers
for their continued support during the year. The Board
places on record its appreciation of the contribution
made by employees at all levels. The Company’s
resilience to meet challenges was made possible by
their hard work, solidarity, commitment and support.

The Board thanks the Government of India, the State
Government(s) where Hindustan Zinc has its operations,
and other regulatory authorities and government
agencies for their support and looks forward to their
continued support in the future.

For and on behalf of the Board of Directors

Arun Misra Kannan Ramamirtham

CEO & Whole-time Director Director

DIN :01835605 DIN :00227980

Udaipur Mumbai

Date: April 25, 2025

---

Mar 31, 2024

We share with you our 58^th annual report, together with the audited financial statements for the year ended March 31, 2024.

Your directors are pleased to inform that Hindustan Zinc has demonstrated commendable overall performance with robust operational metrics and improved ESG foothold through emphasis on safety-first culture and responsible business activities, supported by structured stakeholder engagement. With this multi-faceted proactive approach towards its hyperopic strategy, the Company has shown resilience against the market headwinds.

Business Highlights

Your Company maintained exceptional performance throughout the year, achieving significant operational milestones. Ore production for the full-year was 16.52 million tonnes, and mined metal production recorded 1,079 kt, up 2% y-o-y, driven by improved mined metal grades. Mine development crossed the 100 km mark for the 3^rd consecutive year in line with increasing production requirements and securing future resource base.

The Company crossed the 1 million tonne refined metal production mark for two consecutive years producing ever highest refined metal of 1,033 kt, supported by strong MIC production and better plant availability.

OPERATIONAL PERFORMANCE Production performance

Key Highlights:

• Highest ever annual mined metal production of 1,079 kt, up 2% y-o-y

• Highest ever annual refined metal production of 1,033 kt, marginally up y-o-y

• Record silver production of 746 MT, up 5% y-o-y

• Lowest zinc cost of production (COP) in last 3 years with COP of US$ 1,117 per MT for FY 2023-24

• First rank at S&P Global CSA and featured in S&P Sustainability yearbook 2024 as Top 1% ESG score Company in metals & mining sector

Production	FY 2023-24	FY 2022-23	% Change
Total mined metal (kt)	1,079	1,062	2%
Refined saleable metal production (kt)	1,033	1,032	-
Refined zinc (kt)	817	821	-
Refined lead (kt)	216	211	3%
Saleable silver production (in tonnes)	746	714	5%

I. KEY BUSINESS, OPERATIONS AND FINANCIAL PERFORMANCE

Company Overview:

Hindustan Zinc Limited (“Hindustan Zinc" or “Company”), a subsidiary of Vedanta Limited, is India’s largest and world’s second largest integrated zinc producer and 3^rd largest silver producer globally. With operational facilities located in the states of Rajasthan and Uttarakhand, the Company is headquartered in Udaipur, Rajasthan, India.

Hindustan Zinc has a robust portfolio of products including zinc, lead and silver and value-added products including continuous galvanising grade (CGG), special high grade (SHG) jumbos and other die-cast alloys. With over 50 years of experience, our Company is dedicated to delivering results and increasing stakeholder value. We achieve this through exploration, innovation, and operational excellence. We prioritise the safety of our people and the conservation of scarce natural resources by leveraging advanced technology and innovative solutions.

With a total R&R base of 456.3 million tonnes and an average zinc-lead grade of ~7%, the Company’s mine life is over 25 years and our fully integrated zinc operations currently hold ~75% market share in India’s primary zinc industry.

Uniquely Positioned in the Metal and Mining Landscape

• 3^rd leading silver producer globally with capacity of 800 MT silver per annum

• 2^nd largest integrated zinc producer globally

• 2^nd highest zinc R&R base globally with an average grade of over 5%

• World’s largest underground mine at Rampura Agucha and largest single-location zinc-lead smelting complex globally at Chanderiya

• In the first decile of the global zinc mining cost curve, consistent cost optimisation of 11% during the year

• Industry leading 5 years production CAGR of over 4% in metal and 5% in silver

• Robust EBITDA margin of 47% backed by operational excellence, technological advancements, cost optimisation and strong resource base

• Consistently AAA rated by leading credit rating agencies

• Sustainability leader with first rank in S&P corporate sustainability assessment (CSA) in metals & mining sector globally

• ESG focus with economic prudence - renewable power delivery agreement of 450 MW signed in FY 2022-23, is advancing successfully, catering c.50% of the Company’s total power requirements. The project is expected

by FY 2025-26, reducing emissions and providing cost advantage

• Irreplaceable resource and asset base with technologies providing flexibility of running operations based on the market landscape

Production

For the full-year, ore production was at 16.52 million tonnes, marginally down y-o-y, on account of lower production at Zawar, Rajpura Dariba & Kayad which were down 6%, 3% and 14% respectively partly offset by strong production growth at Rampura Agucha & Sindesar Khurd which were up 3% and 1% respectively. FY 2023-24 saw the best-ever mined metal production of 1,079 kt compared to 1,062 kt in the previous year driven by improved mined metal grades.

For the full year, we saw our highest metal production at 1,033 kt in line with consistent mined metal flow from mines, while silver production was 5% higher at 746 MT in line with higher lead metal production.

The Company generated 3,989 million units of thermal based power in FY 2023-24. Total green power generation was 696 million units as compared to 713 million units in FY 2022-23.

Sales

During the year, domestic refined zinc metal sales was 580 kt as against 484 kt last year, while export sales for the year stood at 238 kt as compared to 337 kt a year ago. The aggregate sales were flat versus previous year, in line with production. Lead metal sales in the domestic market were 127 kt, while export sales were 89 kt leading to increase in aggregate sales by 2% from a year ago, in line with the increase in lead metal production. Silver sales were 746 MT in FY 2023-24, all in the domestic market and 4% higher than previous year.

Details of the Company’s annual financial performance as published on the Company’s website and presented during the Analyst Meet, after declaration of annual results, can be accessed using the following link: https://www.hzlindia.com/wp-content/uploads/IR-PPT Q4FY24- -190424-revised.pdf

Consolidated Financial Performance		('' in crore)
Particulars	FY 2023-24	FY 2022-23
Revenue from operations (Incl. other operating income)	28,932	34,098
Other income	1,074	1,379
Profit before depreciation, interest, tax, and exceptional item	14,730	18,885
Less: Interest	955	333
Less: Depreciation and amortisation expense	3,468	3,264
Less: Exceptional item	-	-
Profit before tax	10,307	15,288
Less: Net tax expense	2,548	4,777
Net profit	7,759	10,511
Earnings per share (''/share)	18.36	24.88

Cash Flows		('' in crore)
Particulars	FY 2023-24	FY 2022-23
Opening Cash*	10,061	20,789
Add: EBITDA**	13,677	17,590
Add: Net Interest Income	(490)	1,151
Less: Income Tax	1,757	3,140
Less: Dividend	5,493	31,901
Less: Capital Account Payments	3,866	3,561
Add: Borrowings	(3,349)	8,978
Add: (Increase)/Decrease in Working Capital & Others	1,403	155
Closing Cash*	10,187	10,061
(*) Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements), other bank balances excluding earmarked unpaid dividend accounts balance (refer Note 12 of the Audited Financial Statements) and Current & Non-Current Treasury Investments (refer Note 9 of the Audited Financial Statements) (**) Earnings before Interest, Tax, Depreciation and Amortisation expenses and Income on investments

Revenue

The Company reported ‘revenue from operations’ including other operating income of '' 28,932 crore, a decrease of 15% y-o-y primarily on account of decrease in zinc prices, strategic hedging gain in previous period and lower zinc sales, partly offset by higher lead and silver sales resulting from higher production, better lead and silver prices and favourable exchange rate.

The ‘other income’ was '' 1,074 crore during the year compared to '' 1,379 crore in the previous year, in line with the investment portfolio.

Production Cost

Zinc’s cost of production (COP), excluding royalty for FY 2023-24 was '' 92,470 (US$ 1,117) per tonne, lower by 8% y-o-y. The full year COP was better, largely on account of better grades, softened coal & input commodity prices, and better linkage coal materialisation partly offset by lower acid realisation.

Operating margin

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of '' 14,730 crore in FY 2023-24, down by 22% on account of lower zinc prices, strategic hedging gain in previous year and lower zinc production as a part of the silver maximisation strategy to leverage the rising silver prices, partially offset by better lead & silver volume and prices and lower cost of production.

Net profit

Net profit was '' 7,759 crore, down 26% y-o-y mainly on account of lower PBDIT, higher depreciation and amortisation and interest expense. Effective tax rate for the year stood at 24.7% as compared to 31.2%.

Earnings Per Share (EPS)

The EPS for the year was '' 18.36 per share as compared to '' 24.88 per share in FY 2022-23.

Fumer plant has also been commissioned in Q2 FY 2023-24 and ramp up is under progress. It is envisaged to add approximately 33 MT silver additionally on an annuc basis.

For the fertiliser plant of 510 ktpa in Chanderiya, work is under progress and the project is targeted to be completed by Q2 FY 2025-26.

Company has also received requisite regulatory approvals for Bamnia Kalan Mines and is in process of finalising the business partner to start the site activities.

Consent to Establish was granted for PAP (Phosphoric Acid Plant) in March 2024 by Rajasthan State Pollution Control Board. The project includes the establishment of PAP plant with a capacity of 240 ktpa inside CLZS complex based on Hemidihydrate (HDH) technology.

Environment clearance was granted for CLZS expansion project in December 2023 by the Ministry of Environment, Forest, and Climate Change (MOEF&CC). The project includes expansion of pyro metallurgical smelter unit and other debottlenecking projects in CLZS.

For the next phase of expansion of mines and smelters, preliminary studies are under progress and proposal is expected to be finalised by the first half of FY 2024-25.

Dividend Distribution Policy and Dividend

Interim dividend of 650%, i.e., '' 13.0 per share on equity share of '' 2 each, amounting to '' 5,493 crore was declared in FY 2023-24.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at https://www.hzlindia.com/wp-content/uploads/Dividend-Policy-2016.pdf.

Credit Rating and Liquidity

CRISIL has reaffirmed the Company’s long-term rating of AAA/Stable and short-term rating of A1 . The ratings continue to reflect the Company’s low-cost operations, strong market position, efficient and integrated operations, high reserve & resource, and a strong balance sheet.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2024, the Company’s gross investments and cash & cash equivalents were '' 10,187 crore.

Gross Working Capital

Gross working capital represented by inventory, trade receivables, income tax assets and other current assets decreased from f 3,450 crore to f 2,516 crore as at March 31, 2024, primarily due to realisation of long pending income tax receivable, optimisation of inventory in spares, decrease in trade receivables and coal stock. The working capital cycle was 33 days in FY 2023-24 as compared to 38 days in FY 2022-23.

Gross Block

The gross block during the year increased from '' 40,426 crore to '' 43,684 crore. This was largely due to the ongoing mining projects and other sustaining capex.

Capital Employed*

The total capital employed as at March 31, 2024 was '' 13,465 crore, as compared to '' 14,712 crore at the end of previous fiscal year.

*Refer page 482 for description

Projects and Expansion Plan

As Hindustan Zinc advances in the journey of 1.25 Mtpa metal in concentrate (MIC) expansion by FY 2025-26, multiple projects have been undertaken throughout the year:

Revamping of Rajpura Dariba mill for improved recovery of zinc, lead, and silver. It has been commissioned in Q2 FY 2023-24 and ramping up.

160 ktpa roaster project at Debari is under construction with commissioning being targeted by Q4 FY 2024-25.

It will further enhance metal volume towards matching capacity of 1.25 Mtpa MIC.

Zinc alloy plant under Hindustan Zinc Alloys Pvt. Ltd. (HZAPL), a wholly owned subsidiary of Hindustan Zinc, got commissioned in Q3 FY 2023-24 and ramp up is under progress. In FY 2023-24, 0.7 kt of metal production was from HZAPL plant.

HEALTH, SAFETY AND ENVIRONMENT

Occupational Health & Safety

In line with our commitment to ensure zero harm to employees, the leadership has undertaken the prime responsibility of providing a safe workplace for all the employees entering our premises. Setting a milestone in FY 2023-24, in-line with our commitment to ‘Zero Harm’, we have achieved zero fatalities in this financial year.

LTIFR for the year was 0.88 as compared to 0.70 in FY 2022-23.

To avoid fatalities and catastrophic incidents in the Company, ‘Vihan’: a critical risk management (CRM) initiative was launched in FY 2022-23 to improve managerial control over rare but potentially catastrophic events by focusing on the critical controls. Through the initiative, we have reinforced the focus upon seven more risks in FY 2023-24, totalling to eleven critical risks:

? Fall of ground (FOG)

? Fall of person/object from height (WAH)

? Vehicle pedestrian interaction (VPI)

? Entanglement

? Uncontrolled release of energy

? Contact with electricity

? Uncontrolled load during lifting

? Molten metal handling

? Incidents during blasting

? Shafts & hoisting

? Events in confined space

Through these initiatives, we want to ensure that all identified critical controls are being monitored on daily basis and systems are in place. We drive CRM through the critical control verification checklist, and we ensure we have developed governance structure for each risk with well-defined frequency for carrying out the inspection.

In alignment with our vision of zero-harm, Hindustan Zinc introduced SURAKSHA KAVACH'' phase I of fatality prevention controls initiative for underground mining operations. This initiative signifies a momentous step in our unwavering dedication to the safety and well-being of our colleagues. ''SURAKSHA KAVACH'' can proactively address potential risks associated with activities conducted at our sites, encompassing 25 diverse activities, both routine and non-routine, for underground mining operations in phase I. It outlines clear NO-GO criteria and critical checks that must be meticulously conducted by our statutory supervisors and competent personnel, including mining mates, foremen, and operators, prior to commencing any such activity. It helps us to ensure that all basic and critical requirements are available and complied with respect to the developed safe operating procedures while performing

the activity. This is a risk management process that is being driven by end users.

During the year, 4 safety pauses were conducted across all our operational units under the theme ‘stop work if it’s not safe’. The initiative was led by business partner leaders and employees reaffirming our commitment of safety first. During this connect, all recent safety incidents that had occurred across the Group were discussed and key learnings were shared. The programme was organised by business partners in all the three shifts, including the night shift. In line with our vision of ‘zero-harm’ & to prevent reoccurrence of similar fatalities within the Group, we have launched infrastructure Inframatrix across Hindustan Zinc for top 9 risks that exist in our business. This consolidated matrix is being developed by a group of subject matter experts post several risk workshops. It helps to eliminate the probability of occurrence of fatalities for the identified critical risks in the business by improving the infrastructure of various risks.

10 days of capacity building training programme on disaster management was conducted by National Disaster Response Force (NDRF) emergency response at Dariba Smelting Complex (DSC). 31 trainees across the Group, including 8 trainees from Hindustan Zinc participated and benefitted from the programme. The training included medical first responder, collapsed structure search and rescue, fire management, chemical and gas disaster management emergencies.

Hindustan Zinc has always set world-class practices in continuous improvement of safety of the assets and facilities.

To provide further focus on the integrity of structures, we have established the formation of ‘Structure Integrity Management’ community, which will work towards predictive assessment, corrosion mapping and managing risk through timely rectification of old, damaged & corroded structures in the plant and ensure the safety and reliability of operations.

Competence is a great creator of confidence. Training and capability building was taken as the core theme during the year and many external and internal training programs were organized for the Employees and Business Partners’ Employees of the Company like ISO 45001 Lead Auditor Course, Vedanta Sustainability Assurance Program (VSAP) Corrective Action and Prevention Action (CAPA) training, Safety Integrated Level/Layers of Protection Analysis Course, Process Safety Management (PSM) workshop, NEBOSH International PSM course, Mining mate enhancement program and other internal safety trainings.

For demonstrating a higher degree of safety, we have been awarded with below awards:

? Highly prestigious International Safety Awards by British Safety Council in the year 2024

? Zinc Smelter Debari and Zawar group of mines have been awarded in Distinction Category, Chanderiya Lead Zinc smelter, Rajpura Dariba projects and DSC in Merit Category and Rampura Agucha Mine, Sindesar Khurd Mine and Rajpura Dariba in pass category

? Hindustan Zinc was also honoured with platinum in metal and mining sector at Apex India Occupational Health and Safety Awards 2023

Environment

Hindustan Zinc has received validation on its near-term and net-zero targets by the Science Based Targets initiative (SBTi). Hindustan Zinc’s targets include a commitment to reduce 50% of absolute scope 1 and 2 GHG emissions and further reduction of 25% of absolute scope 3 GHG emissions by 2030 from the base year 2020 and achieving net-zero emissions across the value chain by 2050. These target ambitions have been approved by the SBTi in line with 1.5°C trajectory. To achieve this target, we are working towards improving our energy efficiency, switching to low carbon energy sourcing, introducing battery operated electrical vehicles (EVs) and increasing the role of renewables in our energy mixes. We also became the only Company in India to be shortlisted for setting Science Based Targets for Nature (SBTN) based on which Hindustan Zinc will set targets against freshwater & land.

In FY 2022-23, we signed renewable power delivery agreement of 450 MW round-the-clock (RE-RTC), aligned with our commitment of increasing renewable mix in our total energy consumption. The project is progressing well and the first flow of renewable power was moved up and commenced in May 2024. This 450 MW RE-RTC will help us reduce our GHG emissions significantly by 2.7 million tCO₂e per annum.

EVs are globally recognised means to reduce dependency on petroleum products thereby reducing CO₂ emissions.

We have deployed two more BEVs in our underground operations at Sindesar Khurd Mine. We have taken a significant leap towards sustainable logistics by signing a contract with Inland EV Green Services Pvt Ltd. The agreement marked the deployment of 10 EV trucks, each boasting a capacity of 55 MT, helping in inter unit transport of goods & reduction of scope 3 emissions.

Hindustan Zinc has led by example by inducting LNG powered trucks for upstream and downstream transportation which shall reduce GHG emissions. In a significant move towards green transportation, the Company has joined forces with Greenline, a subsidiary of Essar Group, by signing a contract for 180 Liquified Natural Gas (LNG) vehicles. With their deployment, Hindustan Zinc will reduce its carbon footprint in inter unit transportation and finished goods transportation by 30% in comparison to traditional diesel vehicles, thereby reducing scope 3 emissions. As on date, the Company has deployed 41 LNG vehicles.

The Climate Action Report (CAR) details Hindustan Zinc’s progress towards its climate change goals, including performance against targets and the implementation of relevant projects. The report provides insights into the Hindustan Zinc’s climate change strategy and actions taken to mitigate impacts. It is aligned with the recommendations of the International Sustainability Standards Board’s (ISSB) IFRS S2 Climate-related disclosures and provides an insight into the Company’s actions for climate related physical and transitional risks and opportunities.

Task Force on Nature-Related Financial Disclosures (TNFD) report will uncover key dependencies, impacts, risks, and opportunities on nature, setting an industry benchmark towards a sustainable and nature positive future. The report also aims to formulate an action plan to achieve no net loss.

The Company has inaugurated a 4,000 KLD zero liquid discharge (ZLD) plant phase 1 at Zawar Mines, which utilises advanced technology to help in water conservation. The ZLD plant facilitates water recovery, reaffirming the Company’s vision of zero waste & zero discharge. The ZLD plant at Zawar Mines has resulted in reduction of freshwater dependency, aligning with the vision of becoming 5 times water positive by 2025.

Dry tailing plant at Rajpura Dariba Mine is in progress and will result in significant amount of water recovery from the tailings.

The 3-year engagement with International Union for Conservation of Nature (IUCN) is in progress with 3^rd season assessment completed. Under this, we have: Prepared an integrated biodiversity assessment tool (IBAT) report for all Rajasthan based locations identifying species present in the core area Reframed our biodiversity policy Conducted ecosystem service review across the Rajasthan based locations

Completed the biodiversity risk assessment

Site visit by IUCN team members was done for three seasons. These studies will help the Company prepare a strategy to achieve ‘no net loss’ towards biodiversity. Various bird-watching sessions were also organised in association with the IUCN across all locations.

First fuming furnace commissioning was completed at CLZS through remote support of original equipment manufacturer (OEM)/designer/Hindustan Zinc team from China, making it first-of-its-kind innovative commissioning across the Company. This will help us in improving metal recovery and reducing the generation of jarosite waste.

As a significant achievement in our pursuit of reducing waste by improving efficiency, Hindustan Zinc received two Indian patents titled “Method for production of lead by performing dross removal procedures” and “Method for production of zinc by utilising lead plant slag”.

Please refer to the Business Excellence chapter in the Integrated Annual Report, located on page 48, for further information.

We organised a series of training sessions called “Wednesday for Transition”, which were designed to provide suppliers with essential knowledge on ESG

(Environmental, Social, and Governance) topics. These sessions addressed critical areas such as ‘Business Responsibility & Sustainable Reporting’, ‘Climate Change Risk Management’, ‘Human Rights in Supply Chains’, and ‘Biodiversity Risk & Conservation’. More than 200 participants actively participated in these sessions. Through these initiatives, our goal is to encourage the adoption of best practices in ESG risk management throughout the entire value chain.

Our sustainability related activities received several endorsements during the year:

• Hindustan Zinc ranked #1 globally at S&P Global Corporate Sustainability Assessment in metals and mining sector. Score improved from 80 last year

to 85 this year

• Included in Sustainability Yearbook 2024 amongst the top 1% most sustainable organisations globally

• Climate Action Programme (CAP) 2.0° - Oriented Award in the Energy, Mining and Heavy Manufacturing Sector

• Hindustan Zinc selected as Leadership band

A- listed Company in “Climate Change" and “Water Security" in CDP 2023

• Rampura Agucha Mine became the first mine in India to receive GreenCo Rating & Zawar Mines received Silver Rating

• Zawar Group of Mines won Platinum award at Apex India Green Leaf Awards 2022

• Zawar Mines received CII National Award in Innovation Project category for Environment Best Practices

Corporate Social Responsibility (CSR)

The Company’s CSR endeavours passionately focusses on community upliftment by strengthening the local economy and improving the quality of life by working in the areas of education, sustainable livelihoods, women empowerment, health, water & sanitation, sports & culture, environment & safety and community assets creation.

Please refer to the community development chapter in the Integrated Annual Report, located on page 188, for further information.

Hindustan Zinc is listed as one of the top 10 companies for CSR in India 2023 by the CSR Journal. During the year, the Company spent '' 269.26 crore on CSR programmes, more than the 2% of CSR mandate which was '' 264.70 crore. For further details, refer Annexure 3 and ‘Business Review’ section of this annual report.

External Assessment
Indices and Ratings	Best Possible Rating/Score	2023	2022	2021	2020
Sustainalytics	Negligible (0-10)	29.91	29.6	47.0	44.0
S&P CSA	100	85.0	80.0	77.0	74.0
CDP Climate	A	A(-)	A	B	A
CDP Water	A	A(-)	A(-)	A(-)	B
FTSE4 Good	5	4.2#	4.2	4.0	4.3
Environment		4.2	4.2	3.6	4.5
Social		4.0	4.0	4.0	4.0
Governance		4.6	4.6	4.3	4.6
* Last updated on February 26, 2024 # Last updated on June 19, 2023

III. RESERVE AND RESOURCE (R&R)

On an exclusive basis, total Ore Reserves at the end of FY 2023-24 stood at 175.1 million tonnes (net of depletion of 16.5 million tonnes during FY 2023-24) and exclusive Mineral Resources totalled 281.2 million tonnes. Total contained metal in Ore Reserves is estimated at 9.9 million tonnes of zinc, 2.8 million tonnes of lead and 312.2 million ounces of silver. The Mineral Resource contains approximately 12.7 million tonnes of zinc, 5.5 million tonnes of lead and 542.1 million ounces of silver. At current mining rates, the R&R underpins metal production for more than 25 years.

IV. HUMAN RESOURCE MANAGEMENT

At Hindustan Zinc, we believe that the workforce always plays a pivotal role in driving the success and sustainable growth of an organisation in an increasingly competitive business landscape. We have therefore embraced a fully performance-driven culture that places at its core a strong emphasis on employee growth and development. We remain committed to building an environment based on meritocracy and trust to foster a culture of innovation and resilience for executing our business transformation strategy.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 4. In terms of the provisions of section 197(12) of the Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of the report. However, in terms of the first proviso to section 136(1) of the Companies Act, 2013, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection through electronic mode. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

In line with the internal guidelines of the Company, no payment is made towards commission to the Executive Director of the Company, who is in full time employment with the Company.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Company has a policy on prevention, prohibition and redressal of sexual harassment of women at the workplace and has an Internal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Members of the ICC are responsible for conducting enquiries pertaining to such complaints. The policy broadly covers below viewpoints: ¹

V. RISK MANAGEMENT

We understand that it is imperative for an organisation to manage its risk for achieving strategic goals. At Hindustan Zinc, we are determined to ensure that our system is robust and proactive to successfully apprehend risks and mitigate them before they play out. We, therefore, have a strong sustainable risk management framework, supported by SAP based tools to allow transparent risk reporting and escalations. Risk prioritisation criteria are clearly defined and mapped across different functions, categories and activities along with the likelihood of potential impact.

Risks are continually evaluated for timely implementation of mitigation measures.

Risk Management Framework

The risk management framework provides a rationalised approach to identify, discuss, measure and manage vital opportunities and risks that the enterprise faces. It details the guidelines to enable business units and corporate functions across the Company to manage risks, while pursuing the Company’s strategy.

Please refer to the Risk Management chapter in the Integrated Annual Report, located on page 88, for further information.

Internal Financial Control Systems and their adequacy

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

Vigil Mechanism and Whistle Blower Policy

Your Company is committed towards retaining highest standards and ethical code of conduct. The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with section 177(9) of the Act and regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This policy is available on the Company’s website at https://www. hzlindia.com/wp-content/uploads/HZL-WHISTLE-BLOWER-POLICY-19.10.2015.pdf. All the ‘Complaints’ under this policy should be reported to the Group’s management assurance head, who is operating independently from the management and business team. Company has a dedicated email Id - [e-mail], and a hotline number (000-800-100-1681) as well as web-based reporting platform http://www.vedanta.ethicspoint.com.

All reported incidents are investigated and suitable action is taken in line with the Whistle Blower Policy. It is completely ensured that the identity of the complainant remains anonymous. The action taken and status reports of the same are reported to the Audit & Risk Management Committee on quarterly basis.

VI. SUBSIDIARIES/JOINT VENTURES

As on March 31, 2024, your Company had 5 wholly owned subsidiaries (WOS) and 1 joint venture (JV) as per The Companies Act, 2013 (the Act) which have been classified as subsidiaries/JVs under Indian Accounting Standards (Ind AS). Same are as follows: -

For further details on subsidiaries, please refer to the Corporate Overview section in the Integrated Annual Report, located on page 30.

During the year under review, no changes occurred in your Company’s holding structure. Hindmetal Exploration Services Private Limited was incorporated on February 26, 2024. The Company has no material subsidiaries during the year under review. Further, the report on the performance and financial position of each subsidiary and joint venture and salient features of their financial statements in the prescribed Form AOC-1 is annexed to this annual report.

VII. CORPORATE GOVERNANCE

Your Company believes in adopting and adhering to the highest standard of corporate governance practices at all times by staying true to its core values of transparency and accountability in all its engagements which are the two basic tenets of corporate governance. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. We consider it our inherent responsibility to protect the rights of all our stakeholders and disclose timely, adequate, and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Corporate Governance and Business Responsibility & Sustainability Report

As a listed Company, necessary measures are taken to comply with the listing agreements of the stock exchanges. A report on Corporate Governance on page 296 forms part of this report. Further, Business Responsibility and Sustainability Report on page 340 describing the initiatives taken by the Company from an environmental, social and governance perspective, also forms a part of this report.

Directors and Key Managerial Personnel Directors

Appointment of Ms. Pallavi Joshi Bakhru as Non-executive Independent Director

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in terms of the provisions of the Companies Act, 2013, the Board, on August 10, 2023, appointed Ms. Pallavi Joshi Bakhru (DIN: 01526618) as an Additional Director of the Company effective August 10, 2023. Further, based on the recommendations of the NRC and subject to the approval of the members, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, appointed Ms. Pallavi Joshi Bakhru as an Independent Director of the Company, not liable to retire by rotation, for a term of 2 years commencing from August 10, 2023, through August 9, 2025. On October 15, 2023, the shareholders of the Company, by way of a special resolution passed through postal ballot, approved the appointment of Ms. Pallavi Joshi Bakhru as an Independent Director of the Company for the above mentioned tenure.

Cessation of Mr. Anjani Kumar Agrawal

As per the terms of his appointment, Mr. Anjani Kumar Agrawal (DIN: 08579812) completed his term on July 31, 2023, and accordingly ceased to be the Non-executive Independent Director w.e.f. July 31,2023 (from the close of business hours). The Board of Directors placed on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Anjani Kumar Agrawal during his tenure.

Re-appointment of Mr. Arun Misra as the CEO & Wholetime Director

Based on the (i) recommendations of the Board of Directors, NRC; and (ii) considering the exceptional leadership and business expertise of Mr. Arun Misra (DIN: 01835605) in the Company’s operations and strong performance, the shareholders of the Company at their 57^th AGM held on August 24, 2023, had approved his re-appointment as the CEO & Whole-time Director of the Company for a further period of 2 years w.e.f. June 01,2023 to May 31, 2025.

Re-appointment of Mr. Akhilesh Joshi as Non-executive Independent Director

Based on the recommendations of the Board of Directors and Nomination and Remuneration Committee, the shareholders of the Company at their 57^th AGM held on August 24, 2023, had approved the re-appointment of Mr. Akhilesh Joshi (DIN: 01920024), as Non-executive Independent Director for 2^nd and final term of 2 years w.e.f. August 1, 2023 to July 31, 2025.

Re-appointment of Mr. Kannan Ramamirtham as Non-executive Independent Director

Based on the recommendations of the Board of Directors and Nomination and Remuneration Committee, the shareholders of the Company at their 57^th AGM held on August 24, 2023, had approved the re-appointment of Mr. Kannan Ramamirtham (DIN: 00227980), as Non-executive Independent Director for 2^nd and final term of 2 years w.e.f. September 1, 2023 to August 31, 2025.

In the opinion of the Board, the Independent Directors appointed/re-appointed during the year possess requisite integrity, expertise, experience and proficiency.

Director retiring by rotation

In terms of the provisions of the Companies Act, 2013,

Mr. Navin Agarwal (DIN: 00006303), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. Based on the performance evaluation and recommendation of NRC, the Board recommends his re-appointment.

Disclosure on resignation of Directors

None of the Directors of the Company have resigned during the year under review.

Key Managerial Personnel

In terms of Section 203 of The Companies Act, 2013, the key managerial personnel (KMP) of the Company are Mr. Arun Misra, CEO & Whole-time Director, Mr. Sandeep Modi, Chief Financial Officer and Ms. Harsha Kedia, who was appointed as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. January 19, 2024, in place of Mr. Rajendra Pandwal who ceased to be the Company Secretary & Compliance Officer, and KMP of the Company.

Board and Committees

The Board met eight times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business. Details of the composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Integrated Annual Report FY 2023-24.

Familiarisation Programme for Directors

The Board members are provided with necessary documents, reports, internal policies and site visits to enable them to familiarize themselves with the Company’s operations, its procedures and practices. Periodic presentations are made at the Board and Board Committee meetings, on business and performance of the Company, global business environment, business strategy, risks, safety, health and environment, and ESG & sustainability etc. Details of the familiarisation program are provided in the Corporate Governance Report and is also available on website of the Company at https://www.hzlindia.com/about-hzl/corporate-governance/familiarization-program/.

Board Evaluation

The NRC has devised a criterion for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

Board evaluation is done on an annual basis by a third party. During the year, the Company engaged a leading consulting firm, for carrying out the performance evaluation of all the Board members, the Board as a whole and of various Committees. It was facilitated by way of an online structured questionnaire ensuring transparency and independency of the management. The evaluation parameters and the process have been explained in the Corporate Governance Report.

The evaluation process endorsed a high level of commitment and engagement of the Board, its various Committees and the senior management. The Board was satisfied with the overall performance and effectiveness of the Board, Committee and individual Directors and appreciated Company’s ethical standards, transparency, and progress on sustainability/ESG during the year. The Board members also provided their inputs for further enhancing the overall effectiveness of the Board and Committees. It was noted that the Board, as a whole, is functioning in an effective and cohesive manner.

Policy on Directors’ Appointment and Remuneration

Based on the recommendation of NRC, the Board has approved the Nomination and Remuneration Policy which enumerates the criteria for assessment and appointment/ re-appointment of Directors, KMPs and senior management personnel (SMP) on the basis of their qualifications, knowledge, skills, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor.

The policy sets out the guiding principles for the compensation to be paid to the Directors, KMPs and SMP; and it also provides for implementation of Board familiarisation, diversity, performance evaluation and succession planning for cohesive leadership management.

The Company ensures the compliance with the policy in true letter and spirit. Company’s policy on appointment of Directors and their remuneration is available on the Company’s website https://www.hzlindia.com/wp-content/uploads/HZL-Nomination-Remuneration-Policy final-19.04.2024.pdf.

Declaration from Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

a. they continue to meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

b. they have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.

c. they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after due assessment of the credibility of the same.

All members of the Board and senior management have affirmed compliance with the Code of Conduct for the financial year 2023-24. The Company had also sought certificate from independent and reputed Company Secretary in practice confirming that:

“None of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.”

Compliance with Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

Management Discussion and Analysis

The ‘Strategy and Performance Overview’ section of this Integrated Annual Report gives a detailed account of the Company’s strategy, operations and the market in which it operates including industry wide developments, product wise performance and outlook. It also discusses the key performance indicators, ratio analysis and financial performance with respect to operational performance.

The ‘Operating Context and Value Creation’ section of this Integrated Annual Report discusses the operating context, risks and concerns and risk management strategy of the Company. The initiatives and material development in the areas of human resources/industry relations and sustainability are covered in the ''Environmental, Social and Governance’ chapter of this Integrated Annual Report.

Directors’ Responsibility Statement

As required under section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

iii. they have taken proper and sufficient care 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. the annual accounts have been prepared on a ‘Going Concern’ basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

VIII. AUDIT REPORTS AND AUDITORS

Statutory Auditor

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) have been appointed as the Statutory Auditors of the Company at the 55^th Annual General Meeting (AGM) of the Company to hold office for a period of 5 years, i.e. until the conclusion of the 60^th AGM (FY 2021-22 to FY 2025-26). The auditors have confirmed that they are not disqualified from being re-appointed as Statutory Auditors of the Company. Further, the report of the Statutory Auditors along with notes to financial statements is enclosed to this report. The notes on financial statements referred to in the Auditors’ Report are selfexplanatory and do not call for any further comments.

The Statutory Auditors have issued unmodified opinion on the financial statements of the Company as of and for the year ended March 31, 2024.

The Statutory Auditors’ report for FY 2023-24 does not contain any qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors.

Secretarial Auditor

M/s Vinod Kothari & Company, Practicing Company Secretaries, New Delhi, (Firm Registration No. P1996WB042300) have been appointed by the Board of Directors of the Company as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Company had received a certificate confirming their eligibility and consent to act as the Secretarial Auditors. The Secretarial Audit Report for FY 2023-24 forms part of this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non compliances except pertaining to shortage of Independent Directors on the Board.

IX. OTHER DISCLOSURES

Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on related party transactions (RPTs) and the same can be accessed using the following link: https://www.hzlindia.com/ wp-content/uploads/HZL RPT-Policy Revised 21.04.2023. pdf. The Company has voluntarily adopted a stricter policy as against the legal requirements.

During the year under review, all contracts/arrangements/ transactions entered with related parties were approved by the Audit & Risk Management Committee of the Company and were at arm’s length and in the ordinary course of business. Certain transactions, which were repetitive in nature, were approved through omnibus route. However, there were no material transactions of the Company with any of its related parties as per the Act and SEBI Listing Regulations which required shareholders’ approval. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act and SEBI Listing Regulations.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure 2.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Transfer to Reserves

The Company has nil transfer to General Reserves out of the profits during the period of reporting.

Debentures

The Company has redeemed the last instalment on debentures which was due on September 29, 2023, prepaid on September 28, 2023. These debentures were listed on BSE. No further issue of debentures took place during the year under review.

Commercial Papers

The Commercial Papers ("CPs") issued by the Company have been listed on NSE and have been duly redeemed on timely basis. As on March 31,2024, Company does not have any outstanding CPs.

Internal Auditor

M/s KPMG Assurance and Consulting Services LLP, (LLPIN: AAT-0367) has been appointed as Internal Auditors to carry out the internal audit of the Company for the financial year 2023-24. The Company also has an independent in-house management assurance system (MAS) team to manage the group’s internal audit activity that functionally reports to the Audit & Risk Management Committee.

Cost Auditor

M/s K.G. Goyal & Co. (Firm’s Registration No. 000017), has been appointed as Cost Auditor of the Company for the financial year 2023-24 to carry out audit of the cost records of the Company. The Company had received a certificate confirming their eligibility and consent to act as the Auditors. The cost accounts and records of the Company are duly prepared and maintained by the Company as required under Section 148(1) of the Act pertaining to cost audit.

Auditors Certificate

• Certificate on the compliances with the conditions of Corporate Governance (CG) as per provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, has been issued by Vinod Kothari & Company, practising Company Secretaries and Secretarial Auditors of the Company. The only adverse remark in CG certificate is for not fulfilling the criteria of adequate number

of Independent Directors, for which the Company is following up with the Ministry of Mines, Government of India for appointment of more Independent Directors

• A certificate from Company Secretary in practice certifying that none of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by SEBI, Ministry of Corporate Affairs (“MCA”) or any other such statutory authority forms part of the Corporate Governance Report forming part of this Integrated Annual Report

Reporting of Frauds by Auditors

During the year, none of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

The details regarding disclosures with respect to demat suspense account/unclaimed suspense account are provided under Corporate Governance Report.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the annual return as on March 31, 2024 is available on the Company’s website at https://www.hzlindia.com/ investors/reports-press-releases/.

Particulars of Loans, Guarantees or Investments

Details of loans given, advances in the nature of loans, investments made, guarantees given and securities provided as per the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are provided in the standalone financial statements (refer to notes to the standalone financial statements).

Details of applications made or any proceedings pending under the Insolvency And Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

Material Changes affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

Significant and material orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future during the period under review.

Change in nature or business of the Company

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 1 to this report.

X. INTEGRATED REPORT

The Company being one of the top companies in the country in terms of market capitalisation, has voluntarily provided an Integrated Report, which encompasses both financial and non-financial information to enable the members to take well informed decisions and have a better understanding of the Company’s long-term perspective. The report also touches upon aspects such as organisation’s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

The key initiatives taken by the Company with respect to stakeholder engagement, ESG, health and safety of employees have been provided separately under various sections of this Integrated Annual Report.

XI. AWARDS AND ACCOLADES

Your Company has gardened numerous awards for its outstanding innovative work, attracting attention with eye catching awards. The Company’s commitment to excellence enabling to win multiple accolades at different forums proves a testimony to a sustainable and ethical conduct anc seasoned workplace. The details of some of the significant accolades earned by the Company during the financial year 2023-24 have been provided as part of this Integrated Annual Report.

XII. ACKNOWLEDGEMENTS

We sincerely thank our customers, vendors, investors, business partners, worker unions, auditors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our continued success was made possible by their hard work, solidarity, commitment and support. We thank the Government of India, the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra and Uttarakhand for their continued support.

1

Promote a workplace based on equality & respect

• Provide a safe and congenial work environment

• Awareness & sensitisation about sexual harassment at the workplace

• Provide formal and informal mechanism for redressal in case of complaint of sexual harassment at the workplace

• Ensure protection against retaliation to complainants, witnesses, Committee members and other employees involved in prevention and complaint resolution

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Mar 31, 2023

We share with you our 57^th Annual Report, together with the Audited Financial Statements for the year ended March 31, 2023.

The Directors are pleased to inform that Hindustan Zinc delivered exemplary operational performance showcasing resilience while ensuring safe operations and continued to improve on its performance of various ESG metrics. The Company has taken a proactive approach to keep its assets and people safe, while increasing engagement with the communities.

THE YEAR IN SUMMARY

The Company continued to deliver stellar results during the year, touching new operational milestones. Mine production continued to improve during the year with ore production for the full-year up 2% y-o-y to deliver a record 16.7 Mt, supported by strong production growth at Rajpura Dariba, Sindesar Khurd and Rampura Agucha mines, which were up 11%, 7% and 6% respectively. Mined metal production was up 4% y-o-y to record 1,062 kt driven by higher ore production, improved mined metal grades and operational efficiencies. The Company also recorded ever highest mine development, registering 4% growth y-o-y, crossing the 110 km mark in line with increasing production requirements and securing future resource base.

The Company crossed the 1 million tonne refined metal production mark for the first time producing ever highest 1,032 kt of refined metal supported by strong MIC production and better plant availability.

The Company diligently focussed on community upliftment in the areas of education, sustainable livelihoods, women empowerment, health, sports & culture, water & environment and community assets creation.

The Company is ranked #3 globally and #1 overall in Asia-Pacific at S&P Global Corporate Sustainability Assessment Score in metal and mining sector. The Company has also been selected as a leadership band ‘A'' listed company for ‘Climate Change'' and band ‘A-'' listed company for ‘Water Security‘ in CDP 2022.

I. HEALTH, SAFETY AND ENVIRONMENT

Occupational Health & Safety

In line with our commitment to ensure zero harm to employees, the leadership has undertaken the prime responsibility of providing a safe workplace for all employees entering our premises. While committed to operate a business with ‘zero harm'', it is with deep grief we report the loss of lives of six business partner colleagues and one Hindustan Zinc employee in work-related incidents at our managed operations. These incidents happened despite our constant efforts

to eliminate fatalities and attain a ‘zero harm'' work environment. A thorough investigation was conducted to identify the causes of these incidents and share the lessons learned across Hindustan Zinc, to prevent similar incidents in the future.

LTIFR for the year was 0.70 as compared to 0.81 in FY 2021-22.

During the year, to avoid fatalities and catastrophic incidents in Hindustan Zinc, ‘Vihan'': a critical risk management (CRM) initiative was launched to improve managerial control over rare but potentially catastrophic events by focussing on the critical controls. We have reinforced the focus upon four critical risks i.e., fall of ground (FOG), fall of person/object from height (WAH), vehicle pedestrian interaction (VPI) and entanglement. Through these initiatives, we want to ensure that all identified critical controls are being monitored on a daily basis and systems are in place.

Safety pause was also conducted across all our operational units covering all shift employees under the theme ‘stop work if it''s not safe''. During this connect all recent safety incidents that happened across group companies were discussed and key learnings were shared.

A Community of Practice (CoP) on “Structure Stability” was established during the year to institute a review mechanism of all prevailing civil and mechanical structures; further a specific categorisation was established to mark the structures based on which their repair/replacement will be planned.

Second half of the year has been a period of innovation for mining operations to avoid manual intervention and related risk with inclusion of:

Digitalised drilling of production stopes during blasting operations eliminating manpower requirement, machine drills in auto mode with interlock features and digital radio frequency identification (RFID) based cap lamps along with proximity sensors to avoid man-machine interaction underground.

Training and capability building was also a core theme during the year, few such key programmes were:

First underground practical cum digitised training gallery developed at Rampura Agucha Mines (RAM) to provide all facility of surface training to underground operations team, wi-fi network available at training place so that underground manpower can connect from underground to any kind of seminars/trainings, safety leadership development programme initiated for mines frontline supervisor through ex-DGMS officials and Dupont, launch of a unique virtual reality-based simulator training for jumbo operator at RAM.

Response during any emergency is a paramount parameter to ensure safety of the people. As a proactive measure, we have conducted emergency response and crisis plan (ERCP) gap assessment study across all the sites. Further, the 51^st All India Mines Rescue Competition was hosted under the aegis of DGMS at Rajpura Dariba Complex, a 10-day capacity building training programme on ‘disaster management'' was conducted at Zawar Mines (ZM), the training included medical first responder, collapsed structure search & rescue, fire management, chemical emergencies, etc. RAM has reaffirmed safety & rescue by establishing underground fire tender with remote operated foam unit and thermal imaging camera for blind zones.

Demonstrating the highest standards of health and safety management during the year, Dariba Smelting Complex received the prestigious ‘Sword of Honour'' from British Safety Council for showing excellence in the management of health and safety risks at work. Kayad Mines received 5-Star Rating Award in safety and welfare by Rajasthan Government and Jaswant Singh Gill Memorial Industrial Safety Excellence Award 2022 for underground metal mining in India.

Environment

Hindustan Zinc commits to ‘long-term target to reach net-zero emissions by 2050'' in line with Science Based Targets initiative (SBTi) aiming to have a clear and defined path to reduce emissions in line with the Paris Agreement goals. To achieve this target, we are working towards improving our energy efficiency, switching to low carbon energy sourcing, introducing battery operated electrical vehicles and increasing the role of renewables in our energy mixes.

We have entered into a power delivery agreement for sourcing up to 450 MW of renewable power by 2025 which will not only strengthen our commitment towards a clean future but will also help reduce emissions to the tune of 2.7 mn tCO₂e. Pantnagar Metal Plant is sourcing 100% green power for its operations thus making it a one-of-a-kind initiative, leading towards reducing emissions by 30,000 tCO₂e.

Technology and digitalisation are key to strengthening our ESG footprint and creating a net-zero future. It is our ambition to convert all our mining equipment to battery-operated electric vehicles (EVs). To make our mining operations environment-friendly, we plan to invest US$ 1 billion over the next few years towards mitigating climate change impacts.

EVs are a globally recognised means to reduce dependence on petroleum products and thus reduce CO₂ emissions. Therefore, Hindustan Zinc signed a Memorandum of Understanding (MoU) with Epiroc Rock Drills AB, Normet Group Oy and Sandvik AB to introduce battery electric vehicles (BEV) in its underground mining operations making Hindustan Zinc the first Company in India to do so.

Hindustan Zinc has led by example by inducting an LNG powered truck for upstream and downstream transportation which shall reduce greenhouse gas (GHG) emissions. We are also using 5% biomass for power generation at our captive thermal power plants thereby reducing carbon footprint.

In line with Hindustan Zinc''s policy of a green value chain, our business partners have also started operating EVs and several electric forklifts have been introduced in our multiple business units.

At Hindustan Zinc, we recognise the reality of climate change. Therefore, our risk management processes embed climate change in the understanding, identification, assessment and mitigation of risk. We have published our second task force on climate-related financial disclosures (TCFD) report during the year which sets the adoption of the TCFD framework for climate change risk and opportunity disclosure.

Endeavouring towards being a sustainable organisation we have refreshed our materiality matrix and established the ESG governance at tier 3 level as well as at SBU level to implement ESG projects on ground.

Hindustan Zinc joined the taskforce on nature-related financial disclosures (TNFD) piloting with ICMM to access the challenges in implementing the LEAP process of TNFD.

Miyawaki afforestation was completed at Dariba Smelting Complex (DSC) and Chanderiya Lead-Zinc Smelter (CLZS). 12,000 indigenous plants and 6,500 native seeds were planted in an area of 1 hectare at each of the locations to create a self-sustaining forest in the span of 3 years.

A 3 year engagement with International Union for Conservation of Nature (IUCN) has also been initiated. Under this, we have prepared an Integrated Biodiversity Assessment Tool (IBAT) report for all Rajasthan based locations identifying species present in the core area, reframed our biodiversity policy, conducted ecosystem service review across the Rajasthan based locations, completed the biodiversity risk assessment and site visit by IUCN team members done for two seasons. These studies will help Hindustan Zinc prepare a strategy to achieve ‘no net loss'' towards biodiversity. Green cover study has been done by the State Remote Sensing Application Centre (SRSAC), Jodhpur for all Rajasthan based locations of Hindustan Zinc.

One of the most notable achievements has been the successful commissioning of a 3,200 KLD zero liquid discharge (RO-ZLD) plant at the Dariba smelter. Apart from that, ZM and RAM ZLD projects of 4,000 KLD capacity each have also been initiated to improve recycling and strengthen the zero discharge. Like ZM, dry tailing plant at Rajpura Dariba mine is also under final stage of commissioning and will result in significant amount of water recovery from the tailings.

Site inspection and updated Global Industry Standard on Tailing Management (GISTM) Conformance Assessment completed by ATC Williams for all tailing storage facility (TSF). Published the 1^st Environmental Product Declaration (EPD), a type 3 ecolabel of our zinc product thus reinforcing our commitment to sustainability, transparency, and minimising environmental footprint.

Public hearing was conducted successfully at CLZS for proposed enhancement of zinc production capacity from 504 to 630 kt and installation of induction furnace, slab casting line, raw zinc oxide (RZO) unit, change in product mix in pyro unit on total metal basis & installation of lead refinery and minor metal complex etc.

Our sustainability related activities received several endorsements during the year:

• Hindustan Zinc ranked #3 globally and #1 overall in Asia-Pacific at S&P Global Corporate Sustainability Assessment Score in metal and mining sector. Scores improved from 77 last year to 80 this year

• Hindustan Zinc won the “Industry Leadership Award - Base, Precious and Specialty Metals” and “Corporate Social Responsibility” at the prestigious S&P Global Platts Global Metal Awards

• I ncluded in Sustainability Yearbook 2023 amongst the top 5% most sustainable organisations globally

• GreenCo rating 2022: Dariba Smelting Complex (Gold rating), Chanderiya Lead-Zinc Smelter (Gold

rating), Debari Zinc Smelter (Silver rating), Zawar Mines (Silver rating), RAM (Silver rating)

• Hindustan Zinc received the Indian Patent for inhouse innovation for process to treat Antimonybearing by-product of zinc-lead smelters and convert it into a value-added product, Potassium Antimony Tartarate (PAT). Previously, we received the patent for the same category from the US and Europe patent offices in the years 2021 & 2019 respectively

• Climate Action Programme (CAP) 2.0° - Oriented Award in the Energy, Mining and Heavy Manufacturing Sector

• Sustainalytics ESG scoring improved from 46.6 to 29.6, management scores improved from Average to Strong

• Hindustan Zinc awarded with CII EXIM Business Excellence Award 2022

• Hind Zinc school awarded with prestigious Platinum Certification from the Indian Green Building Council

• Hindustan Zinc selected as leadership bands A/A-listed company by CDP “Climate Change A” and “Water Security A-” in CDP 2022 and has been recognised as leaders in supply chain

• CII - ITC Sustainability award to CLZS as Outstanding accomplishment in corporate excellence and Debari Zinc Smelter (DZS) as Excellence in environment management

• Hindustan Zinc''s 4 mines received 5 Star Rated Mines'' award by the Ministry of Mines, Government of India

II. OPERATIONAL PERFORMANCE Production performance
Production	FY 2022-23	FY 2021-22	% Change
Total mined metal (kt)	1,062	1,017	4%
Refined saleable metal production (kt)	1,032	967	7%
Refined zinc - integrated (kt)	821	776	6%
Refined lead - integrated (kt)	211	191	10%
Saleable silver production (in tonnes)	714	647	10%

Production

For the full-year, ore production was up 2% y-o-y to 16.74 Mt on account of strong production growth at Rajpura Dariba, Sindesar Khurd & Rampura Agucha mines, which were up 11%, 7% and 6% respectively. FY 2022-23 saw the best-ever mined metal production of 1,062 kt compared to 1,017 kt in the prior year in line with higher ore production across mines supported by better mined metal grades and operational efficiencies.

For the full year, we saw our ever-highest metal production, up 7% to 1,032 kt in line with consistent mined metal flow from mines and better plant availability, while silver production was 10% higher at 714 MT in line with higher lead metal production.

The Company generated 2,996 million units of thermal based power in FY 2022-23. Total green power generation was 713 million units as compared to 720 million units in FY 2021-22.

Sales

During the year, domestic refined zinc metal sales was 484 kt as against 506 kt last year, while export sales for the year stood at 337 kt as compared to 271 kt a year ago. The aggregate sales were higher by 6% than previous year, in line with production. Lead metal sales in the domestic market were 186 kt, while export sales were 25 kt leading to increase in aggregate sales by 10% from a year ago, in line with the increase in lead metal production. Silver sales were 714 MT in FY 2022-23, all in the domestic market and 10% higher than previous year.

III. FINANCIAL PERFORMANCE Financial Information		('' in crore)
Particulars	FY 2022-23	FY 2021-22
Revenue from operations (incl. other operating income)	34,098	29,440
Other income	1,379	1,216
Profit before depreciation, interest, tax, and exceptional item	18,885	17,441
Less: Interest	333	290
Less: Depreciation and amortisation expense	3,264	2,917
Less: Exceptional Item	-	134
Profit before tax	15,288	14,100
Less: Net tax expense	4,777	4,471
Net profit	10,511	9,629
Earnings per share (''/share)	24.88	22.79

Annual Performance

Details of the Company''s annual financial performance as published on the Company''s website and presented during the analyst meet, after declaration of annual results, can be accessed using the following link: https:// www.hzlindia.com/wp-content/uploads/Investor_ presentation 21042023.pdf

Revenue

The Company reported ‘Revenue from operations'' including other operating income of '' 34,098 crore, an increase of 16% y-o-y primarily on account of increase in zinc prices, higher metal and silver sales due to increase in production, strategic hedging and favourable exchange rate, partly offset by lower lead and silver prices.

The ‘Other income'' was '' 1,379 crore during the year compared to '' 1,216 crore in the previous year with support of higher rate of return in current year as against the previous year.

Production Cost

Zinc''s cost of production (COP) excluding royalty for FY 2022-23 was '' 1,00,893 (US$ 1,257) per tonne, higher by 21% y-o-y. The full year COP was higher, largely on account of higher coal prices & input commodity inflation, partly offset by higher volumes, better sulphuric acid realisation & improved operational efficiencies.

Operating Margin

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of '' 18,885 crore in FY 2022-23, up 8% on account of higher volumes, rise in LME prices, strategic hedging, partially offset by higher coal and input commodity prices.

Net Profit

Net profit was '' 10,511 crore, up 9% y-o-y where in the impact of higher PBDIT was partly offset by higher depreciation and amortisation. Effective tax rate for the year at 31.2% as compared to 31.7%.

Earnings Per Share (EPS)

The EPS for the year was '' 24.88 per share as compared to '' 22.79 per share in FY 2021-22.

Dividend

Interim dividend of 3,775%, i.e., '' 75.5 per share on equity share of '' 2 each amounting to '' 31,901 crore was declared in the FY 2022-23.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company''s website on https://www.hzlindia.com/wp-content/uploads/Dividend-Policy-2016.pdf

Credit Rating and Liquidity

CRISIL has reaffirmed the Company''s long-term rating of AAA/Stable and short-term rating of A1 . The ratings continue to reflect the Company''s low-cost operations, strong market position, efficient and integrated operations, high reserve & resource and a strong balance sheet.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2023, the Company''s gross investments and cash & cash equivalents were '' 10,061 crore.

Cash Flows		('' in crore)
Particulars	FY 2022-23	FY 2021-22
Opening Cash*	20,789	22,308
Add: EBITDA**	17,590	16,289
Add: Net Interest Income	1,151	604
Less: Income Tax	3,140	2,391
Less: Dividend	31,901	7,606
Less: Capital Account Payments	3,561	2,998
Add: Borrowings	8,978	(4,315)
Add: (Increase)/Decrease in Working Capital & Others	155	(1,102)
Closing Cash*	10,061	20,789
(*) Includes Cash & Cash Equivalents (refer note 11 of the Audited Financial Statements), other bank balances excluding earmarked unpaid dividend accounts balance (refer note 12 of the Audited Financial Statements) and Current & Non-Current Treasury Investments (refer note 9 of the Audited Financial Statements)
(**) Earnings before Interest, Tax, Depreciation and Amortisation expenses and Income on investments

Gross Working Capital

Gross working capital represented by inventory, trade receivables and other current assets decreased from '' 3,132 crore to '' 2,578 crore as at March 31, 2023 primarily due to decrease in trade receivables and coal stock. The working capital cycle was 28 days in FY 2022-23 as compared to 40 days in FY 2021-22.

Gross Block

The gross block during the year increased from '' 37,453 crore to '' 40,426 crore. This was largely due to the ongoing mining projects and other sustaining capex.

Capital Employed*

The total capital employed as at March 31, 2023 was '' 14,712 crore, as compared to '' 16,315 crore at the end of previous fiscal year.

*Refer page 51 for description

Contribution to the Government Treasury The Company has contributed '' 24,892 crore during FY 2022-23, in terms of royalties, dividend and taxes to the Government treasury, aggregating to approximately 73% of the total operating revenue.

IV. RESERVE & RESOURCE (R&R)

On an exclusive basis, total Ore Reserves at the end of FY 2022-23 stood at 173.49 million tonnes (net of depletion of 16.74 million tonnes during FY 2022-23) and exclusive Mineral Resources totalled 286.56 million tonnes. Total contained metal in Ore Reserves is estimated at 9.64 million tonnes of zinc, 2.7 million tonnes of lead and 310.2 million ounces of silver. The Mineral Resource contains approximately 12.8 million tonnes of zinc, 5.66 million tonnes of lead and 545.7 million ounces of silver. At current mining rates, the R&R underpins metal production for more than 25 years.

V. PROJECTS

I n Hindustan Zinc journey of 1.25 Mtpa MIC expansion, only remaining project of RD beneficiation plant

revamping is under execution at RD mines which is scheduled to be commissioned in FY 2023-24. Fumer plant commissioning is delayed due to VISA issues of OEM from China. The plan is to complete commissioning of plant through OEM support in FY 2023-24. For further phase of expansion of mines and smelters, studies are under progress and results are expected in FY 2023-24.

The capacity of smelters is being enhanced by putting up a new roaster in Debari with latest technologies. The order placement is targeted by Q1 FY 2023-24.

With increasing focus on enhancing the value-added product portfolio, a new project of Alloys commissioned through a subsidiary - Hindustan Zinc Alloys Private Limited (HZAPL) in FY 2022-23, which is scheduled for completion in FY 2023-24. Hindustan Zinc is also setting up a new fertiliser plant at Chanderiya for which partner has been locked in. Project is scheduled for completion in 24 months. Through HZAPL and Hindustan Zinc Fertilisers Private Limited (HZFPL), the Company will move from a commodity-based to a product-based Company.

VI. SUBSIDIARIES/JOINT VENTURES

As on March 31, 2023, your Company had 4 wholly owned subsidiaries and 1 joint venture as per the Companies Act, 2013 (the Act) which have been classified as subsidiaries/JVs under Indian Accounting Standards (Ind AS). Same are as follows: -

1. Hindustan Zinc Alloys Private Limited

2. Vedanta Zinc Football & Sports Foundation

3. Hindustan Zinc Fertilisers Private Limited

4. Zinc India Foundation

5. Madanpur South Coal Company Limited

During the year under review, no changes occurred in your Company''s holding structure.

VII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR initiatives passionately focusses on community upliftment by strengthening the local

economy and improving the quality of life by working in the areas of education, sustainable livelihoods, women empowerment, health, water & sanitation, sports & culture, environment & safety and community assets creation.

During the year, the Company spent '' 276.34 crore on CSR programmes, more than the 2% of CSR mandate which was '' 214.38 crore. For further details, refer Annexure 3 and ‘Operational Review'' section of this Annual Report.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kannan Ramamirtham (DIN: 00227980) was appointed as Non-executive Independent Director on the Board of the Company for a period of 1 year effective from September 01,2022 to August 31,2023. The same was approved by the shareholders through postal ballot outcome dated October 31, 2022.

Mrs. Kiran Agarwal has ceased to be the Chairperson and Director of the Company w.e.f. January 18, 2023 (from the close of business hours) and Ms. Priya Agarwal has been appointed on the Board as Additional Director and Chairperson of the Company w.e.f. January 19, 2023. The same was approved by the shareholders through postal ballot outcome dated April 10, 2023.

Mr. Sandeep Modi, Interim Chief Financial Officer (CFO) has been elevated as Chief Financial Officer w.e.f. April 21, 2023 by the Board.

The Company''s policy on appointment of Directors and their remuneration is available on the Company''s website https://www.hzlindia.com/wp-content/uploads/ HZL-Nomination-Remuneration-Policy-20.1.2020.pdf

IX. MANAGEMENT DISCUSSION AND ANALYSIS

The ‘Operational Overview'' section of this Annual Report gives a detailed account of the Company''s operations and the market in which it operates. The ‘Financial Performance'' section of this Board Report and the ‘Key Performance Indicators'' section of this Annual Report provide a discussion on the financial performance and key financial ratios of the Company. The initiatives in the areas of human resources, sustainability and risk management are covered in the respective sections of this Annual Report.

X. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock Exchanges. A report on Corporate Governance forms part of this report. Further, Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective, also forms a part of this report. In order to maintain transparency and efficient

governance, various disclosures as required under sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level committees; annexure on CSR, etc.

XI. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

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

ii. they have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

iii. t hey have taken proper and sufficient care 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. the annual accounts have been prepared on a ‘Going Concern'' basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board committees, including the Audit & Risk Management Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

XII. BOARD EVALUATION

The Nomination and Remuneration Committee has devised a criterion for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

Board evaluation is done on an annual basis by a third party.

During the year, Company engaged Deloitte Haskins & Sells LLP (DHS) for carrying out the performance evaluation of all the Board members, Board as a whole and various committees.

The criteria used by them basis which the individual Director performance evaluation has been done included:

• preparation and participation in Board meetings

• personality and conduct

• quality of value added

• understanding of the Company''s mission, vision, philosophy and strategy

• understanding of the industry and the business in which the Company operates

• independence of judgement

• independent thinking ability to bring a divergent view, etc.

CEO & Whole-time Director evaluation was more focussed towards Company performance and leadership, team building and management succession, edge in execution of strategy formulated by the Board.

The evaluation of the various Board committees was more focussed towards:

• it''s charter/terms of reference

• number of meetings held and its appropriateness

• timely availability of information

• committee composition

• committee decisions are adequately conveyed and implemented

• meetings are conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues

• independency of committee to contribute effectively

Assessment of each Director on the Board is done by the other Directors including that of various committees. The consolidated outcome from all the Directors is prepared by the Chairman of Nomination and Remuneration Committee and presented to the Board of Directors. All the Directors had been rated excellent

and overall finding shows that the Board and its various committees are working very well. All Board members come with very strong backgrounds and add lot of value & insights to the Company by making the meetings participative and engaging.

XIII. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

XIV. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link: https://www.hzlindia.com/wp-content/uploads/HZL_ RPT-Policy Revised 21.04.2023.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee/Board of Directors of the Company as per the applicable case. Certain transactions, which were repetitive in nature, were approved through omnibus route. However, there were no material transactions of the Company with any of its related parties as per the Act. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure 2.

XV. DEPOSITS

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

XVI. AUDITORS

The Company had appointed M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2023. The notes to Financial Statements referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification or reservation.

Certificate on the compliances with the conditions of Corporate Governance (CG) as per provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, has been issued by Vinod Kothari & Company, Practising Company Secretaries and Secretarial Auditors of the Company. The only adverse remark in CG certificate is for not fulfilling the criteria of adequate number of Independent Directors including at least one-woman Independent Director and for which the Company is in touch with two major shareholders, which is self-explanatory.

As per provisions of section 136 of the Companies Act, 2013, the Annual Report including the audited accounts for the year will be sent to all the shareholders whose e-mail addresses are registered.

Reporting of Frauds by Auditors

During the year, none of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

XVII. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with section 177(9) of the Act and regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This policy is available on the Company''s website on https:// www.hzlindia.com/wp-content/uploads/HZL-WHISTLE-BLOWER-POLICY-19.10.2015.pdf

XVIII. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website https://www. hzlindia.com/investors/reports-press-releases/

XIX. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report. In terms of the provisions of section 197(12) of the Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of the report. However, having regard to the provisions of the first proviso to section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at registered office of the

Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company''s website: www.hzlindia.com.

I n line with the internal guidelines of the Company, no payment is made towards commission to the Executive Director of the Company, who is in full time employment with the Company.

XX. INTEGRATED REPORT

The Company being one of the top companies in the country in terms of market capitalisation, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the members to take well informed decisions and have a better understanding of the Company''s long-term perspective. The report also touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

The key initiatives taken by the Company with respect to stakeholder engagement, ESG, health and safety of employees has been provided separately under various sections of this Integrated Annual Report.

XXI. ACKNOWLEDGEMENTS

We sincerely thank our customers, vendors, investors, business partners, worker unions, auditors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our continued success was made possible by their hard work, solidarity, commitment and support. We thank the Government of India, the state governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra and Uttarakhand for their continued support.

---

Mar 31, 2022

We share with you our 56th Annual Report, together with the Audited Financial Statements for the year ended 31st March, 2022.

The Directors are pleased to inform that Hindustan Zinc delivered exemplary operational performance while ensuring safe operations and continued to improve on its performance of various ESG metrics. The company has taken a pro-active approach to keep its assets and people safe, while increasing engagement with the communities during challenging times.

THE YEAR IN SUMMARY

We delivered stellar results during the year touching new operational milestones. The company delivered historic-high ore production for the full year at 16.3 million MT driven by concerted efforts towards bolstering mine production across most of the mines. The company also crossed 1 million tonne mined metal production mark for the first time producing 1,017 kt of mined metal.

Mine development, registering 10% y-o-y growth, crossed 100 km mark for the 1st time in line with increasing production requirements and securing future resource base.

Rampura Agucha has successfully commissioned 2nd underground crusher along with conveyor system enabling full utilization of 3.75 Mt main shaft hoisting capacity.

The Company diligently focussed on community upliftment in the areas of Education, Sustainable Livelihoods, Women Empowerment, Health & Water, Sports & Culture, Environment and Community Assets Creation.

The Company is ranked 1st in Asia-Pacific and globally 5th in Dow Jones Sustainability Index in 2021 amongst Mining & Metal companies. (1st in environment Dimension among the metal and mining sector globally). The Company has also won the 1st Bronze Medal and has been featured in the prestigious Sustainability Yearbook for the fifth year in a row by S&P Global.

I. HEALTH, SAFETY AND ENVIRONMENT

Occupational Health & Safety Health & Safety Performance

LTIFR for the year was 0.81 as compared to 0.97 a year ago. It is with deep sadness that we report the regret of four colleagues (Business partners) in work-related incidents at our operations. These incidents happened despite continuous efforts to eliminate fatalities and attain zero-harm work environment. Thorough investigations were conducted to identify the causes of these incidents and to share lessons learnt across HZL operations, with the aim of preventing repeat or similar incidents.

There has been enhanced leadership focus on incident reporting, incident categorisation & incident investigation along with greater focus on horizontal deployment of learnings across HZL and critical risk management.

During the year, the Company commissioned first made-in-India emergency escape route (staircase type) in at Rajpura Dariba Underground Mine as well as underground rescue station at Rampura Agucha Mine, both of which will significantly improve the response time in case of an emergency. Qualitative and Quantitative Exposure Assessment is completed for all units and exposure mitigation plan is developed. 22 Digitized safety modules were launched for easy understanding of safety standard requirements.

Demonstrating the highest standards of health and safety management during the year, Chanderiya CPP and Debari both received the prestigious ‘Sword of Honour’ from British Safety Council for showing excellence in the management of health and safety risks at work. Kayad Mine was also awarded the National Safety Award from the Government of India for the longest accident-free operations in the metal and mining sector as well as for the lowest injury frequency rate.

ENVIRONMENT

During FY 2021-22, waste recycling increased marginally to 31% (FY 2020-21: 30%), and water recycling rate increased to 44% in (FY 2020-21: 39%). Specific energy consumption for FY2021-22 was 48 GJ/MT of metal (FY 2020-21: 51 GJ/MT).

Hindustan Zinc commits to ‘Long-term target to reach net-zero emissions by 2050’ in alignment with Science Based Targets initiative (SBTi) aiming to have clearly defined path to reduce emissions in line with the Paris Agreement goals. Company has made notable technological advancements in energy conservation. Zinc Smelter Debari has revamped the cell house and eliminated current losses through electrolytic cells by successfully replacing 600 concrete cells with poly-concrete cells. As a result, the power rating has improved. Additionally, the turbine revamping project is certified as a carbon reduction project by VERRA (the world’s most widely used voluntary GHG program) resulting in avoidance of GHG emissions of 270,000 tCO2e per year. For decarbonizing the future of Indian mining, Hindustan Zinc has partnered with leading global manufacturers for introducing Battery Electrical Vehicles (BEVs) in its underground mines. All units of HZL are certified as ISO 50001 (Energy Management system).

Hindustan Zinc has published its first TCFD (Task Force on Climate-related financial disclosure) report during

Production performance

Production (kt)_FY 2021-22 FY 2020-21 % change

Total mined metal 1,017 972 5%

Refined saleable metal production 967 930 4%

Refined zinc - integrated 776 715 8%

Refined lead - integrated 191 214 -11%

Saleable Silver Production (in tonnes)_647 706 -8%

the year, adapting the TCFD framework for climate change risk and opportunity disclosure. HZL actively participated in ‘Business Leaders Group COP26’ and contributed in shaping the agenda for COP26 which was held at Glasgow (UK) in Nov’21. Endeavouring towards sustainable organization, HZL enhanced the governance by establishing Board Level ESG & Sustainability Committee to overview the ESG progress of the organization.

Hindustan Zinc joined the Taskforce on Nature-Related Financial Disclosures (TNFD) forum to tackle nature-related risks. Miyawaki Method of Afforestation pilot project completed at Debari Zinc Smelter (DZS) and horizontal deployment will be done across HZL. 3-year Engagement with International Union for Conservation of Nature (IUCN) will help in development of Biodiversity Management Plan focusing No Net-Loss approach to achieve Sustainability Goals 2025.

One of the most notable achievements has been the successful commissioning of a 3,000 KLD Zero Liquid discharge plant at the Zinc Smelter Debari. The company has also commissioned 5 MLD Sewage Treatment Plant (STP) in Udaipur, bringing the total Udaipur STP capacity built by Hindustan Zinc to 60 MLD. In the area of water stewardship, Rampura Agucha Mine has also completed the execution of groundwater recharge intervention across 4 blocks of Bhilwara district having ground water recharge potential of 8.7 million cubic meter (MCM)/ annum.

Board has approved a long-term captive renewable power development plan up to a capacity of 200 MW. The project will be built under the Group captive norms

I. OPERATIONAL PERFORMANCE

Production

For the full-year, ore production was up 6% y-o-y to 16.3 million tonnes on account of strong production growth at Zawar and Sindesar Khurd mines, which were up 12% and 8% respectively. Mined metal production for FY 2021-22 was 1,017 kt compared to 972 kt in previous year

For the full year, integrated metal production was up 4% to 967 kt due to higher plant & concentrate availability. Lead production was lower on account of operating the Pyro plant at CLZS at Zinc-Lead mode rather than Lead mode. Silver production was down by 8% to 647 MT in line with lower lead metal production.

The Company generated 3,891 million units of thermal based power in FY 2021-22. Total green power generation was 720 million units as compared to 649 million units in FY 2020-21.

and on Build Own Operate basis. The power delivery is

expected to start from 2025.

Hindustan Zinc’s sustainability initiatives received

several accolades & endorsements during the year

• The Company is ranked 1st in Asia-Pacific and globally 5th in Dow Jones Sustainability Index in 2021 amongst Mining & Metal companies. (1st in environment Dimension among the metal and mining sector globally)

• Company won the 1st Bronze Medal and has been featured in the prestigious Sustainability Yearbook for the fifth year in a row by S&P Global.

• The company received the award for ‘Outstanding Accomplishment in Corporate Excellence and Dariba smelter received the award for excellence in Environment management’ in 16th CII-ITC Sustainability Awards.

• HZL received IEI Industry Excellence Award 2021, instituted by The Institution of Engineers (India)

• HZL’s RAM and Kayad mines received 5 Star Rated Mines’ award by the Ministry of Mines, Govt. of India.

• Hindustan Zinc wins at ESG India Leadership Awards - Leadership in Environment and Green House Gas Emissions Reduction Categories organized by ESGRisk.ai, India’s first ESG rating company.

• HZL has been awarded the Most Sustainable Company in the Mining Industry by World finance at their Sustainability Awards 2021

Sales

During the year, domestic refined zinc metal sales was 506 kt as against 437 kt last year. While export sales for the year stood at 271 kt as compared to 287 kt a year ago. The aggregate sales were higher by 7% than previous year, in line with production. Lead metal sales in the domestic market were 167 kt, while export sales were 25 kt leading to lower aggregate sales of 11% from a year ago, in line with the decrease in lead metal production. Silver sales were 647 MT in FY 2021-22, all in the domestic market and 12% lower than previous year.

III. FINANCIAL PERFORMANCE

We share with you our 56th Annual Report, together with the Audited Financial Statements for the year ended March 31, 2022.

Financial Information

('' in crore)
Particulars	FY 2021-22	FY 2020-21
Revenue from operations (Incl. other operating income)	29,440	22,629
Other Income	1,216	1,819
Profit before depreciation, interest, tax, and exceptional item	17,441	13,491
Less: Interest	290	386
Less: Depreciation and amortisation expense	2,917	2,531
Less: Exceptional Item	134	-
Profit before tax	14,100	10,574
Less: Net tax expense	4,471	2,594
Net profit	9,629	7,980
Earnings per share, ('' /share)	22.79	18.89

Revenue

The Company reported ‘Revenue from operations’ including other operating income of '' 29,440 crore, an increase of 30% y-o-y primarily on account of increase in LME prices supported by higher metal sales due to increase in production

The ‘Other income’ was '' 1,216 crore during the year compared to '' 1,819 crore in the previous year in line with lowering rate of return in current year to 4.7% as against 7.8% in the previous year.

Production Cost

Zinc’s cost of production (COP), excluding royalty for FY 202122 was '' 83,511 (US$ 1,122) per tonne, higher by 18% y-o-y. The full year COP was higher impacted largely on account of higher coal prices & input commodity inflation, partly offset by higher volume, better Sulphuric Acid realizations & improved recoveries.

Operating margin

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of '' 17,441 crore in FY 2021-2, up 29% on account of higher volumes, rise in LME prices partially offset by higher coal and input commodity prices.

Net profit

Net profit was '' 9,629 crore, up 21% where in the impact of higher PBDIT was partly offset by lower investment income due to declining interest rate environment. Effective Tax rate

Cash Flows

for the year increased to 31.7% as compared to 24.5%, mainly due to end of certain tax benefits.

Earnings Per Share (EPS)

The EPS for the year was '' 22.79 per share as compared to '' 18.89 per share in FY 2020-21.

Dividend

Interim dividend of 900%, i.e. '' 18.0 per share on equity share of '' 2 each amounting to '' 7,606 crore was declared in December 2021.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website on https://www.hzlindia.com/wp-content/uploads/ Dividend-Policy-2016.pdf

Credit Rating and Liquidity

CRISIL has reaffirmed the Company’s long-term rating of AAA/Stable and short-term rating of A1 . The ratings continue to reflect the Company’s low-cost operations, strong market position, efficient and integrated operations, high reserve & resource and a strong balance sheet.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2022, the Company’s net cash and cash equivalents was '' 17,966 crore as compared to '' 15,130 crore at the end of FY 2020-21 and is invested in high quality debt instruments.

Particulars	FY 2021-22	FY 2020-21
Opening Cash*	22,308	22,207
Add: EBITDA**	16,289	11,739
Add: Net Interest Income	604	1,258
Less: Income Tax	2,391	1,755
Less: Dividend	7,606	15,972
Less: Capital Account Payments	2,998	2,481
Add: Borrowings	(4,315)	6,525
Add: (Increase)/Decrease in Working Capital & Others	(1,102)	787
Closing Cash*	20,789	22,308

(*) Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements), other bank balances excluding earmarked unpaid dividend accounts balance (refer note 12 of the Audited Financial Statements) and Current Investments (refer Note 9 of the Audited Financial Statements (**) Earnings before Interest, Tax, Depreciation and Amortisation expenses and Income on investments.

Gross Working Capital

Gross working capital represented by inventory, trade receivables and other current assets increased from '' 2,180 crore to '' 3,132 crore as at March 31, 2022 primarily due to increase in raw material inventory, trade receivables and coal stock for ensuring coal security and to combat any potential price increase. The working capital cycle was 40 days in FY 2021 -22 as compared to 36 days in FY 2020-21.

Gross Block

The gross block during the year increased from '' 34,228 crore to '' 37,455 crore. This was largely due to the ongoing mining projects and other sustaining capex.

Capital Employed

The total capital employed as at March 31, 2022 was '' 16,315 crore, as compared to '' 17,183 crore at the end of previous fiscal year.

Contribution to the Government Treasury The Company has contributed '' 15,676 crore during FY 2021-22, in terms of royalties and taxes to the Government treasury, aggregating to approximately 53% of the total operating revenue.

IV. RESERVE & RESOURCE (R&R)

On an exclusive basis, total ore reserves at the end of FY 2021-22 stood at 161.21 million tonnes (net of depletion of FY 2021-22 production of 16.34 million tonnes) and exclusive mineral resources totalled 286.73 million tonnes. Total contained metal in Ore Reserves is estimated at 9.57 million tonnes of zinc, 2.45 million tonnes of lead and 298.4 million ounces of silver. The Mineral Resource contains approximately 13.18 million tonnes of zinc, 5.86 million tonnes of lead and 576.3 million ounces of silver. At current mining rates, the R&R underpins metal production for more than 25 years.

V. PROJECTS

I n HZL journey of 1.25 mtpa MIC expansion, some of key projects are under execution at RD Mines complex. We have successfully completed RD Mines Shaft & Conveyor upgradation for enhancement of ore hoisting capacity in Q3 FY 2021-22. In line with our ESG journey, we have completed installation of Dry Filtration & Paste fill plant to enable effective tailings managements by switching from Wet to Dry tailing management system. Commissioning of plant will start by Q1 of FY 2022-23. For enhancing metal recovery, we have placed order for RD Beneficiation plant revamping, enabling better Pb, Zn & Ag recoveries and improving plant reliability by replacing obsolete Grinding, Floatation & Filtration circuits. Civil construction is already ongoing and plant is scheduled to be commissioned in Q3 FY 2022-23.

At Zawar, in order to enhance the ventilation capacities and working conditions of West Mochia and North Baroi mines, installation of underground ventilation fans has started. For increasing the capacity of Tailing storage

Facility, design and stabilisation studies have been conducted and the dry stacking is under progress.

Treatment of Raw Zinc Oxide (RZO) in RKD circuit (component of overall Fumer project) continued during the entire year. For the Fumer commissioning, visa process is in advanced stages for the technical experts. The Fumer commissioning is targeted for completion by early FY 2022-23.

VI. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR initiatives passionately focuses on community upliftment by strengthening the local economy and improving the quality of life by working in the areas of Education, Sustainable Livelihoods, Women Empowerment, Health, Water & Sanitation, Sports & Culture, Environment & Safety and Community Assets Creation.

During the year, the Company spent '' 190.92 crore on CSR programmes more than the 2% of CSR mandate which was '' 186.68 crore. For further details, refer Annexure III and ‘Business Review’ section of this Annual Report

VII. DIRECTORS

Government of India, Ministry of Mines appointed Ms. Nirupama Kotru in place of Ms. Yatinder Prasad w.e.f. July 26, 2021. Ms. Veena Kumari Dermal also appointed as director w.e.f. July 29, 2021.

The company’s policy on appointment of Directors and their remuneration is available on the Company’s website https://www.hzlindia.com/wp-content/uploads/ HZL-Nomination-Remuneration-Policy-20.1.2020.pdf

VIII. MANAGEMENT DISCUSSION AND ANALYSIS

The ‘Our Operational Performance’ section of this Annual Report gives a detailed account of the Company’s operations and the market in which it operates, including its initiatives in the areas of human resources, sustainability and risk management.

IX. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective, also forms a part of this report. In order to maintain transparency and efficient governance, various disclosures as required under Sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level Committees; Annual Report on CSR, etc.

The criteria used by them basis which the individual director performance evaluation has been done included:

• preparation and participation in Board meetings,

• personality and conduct,

• quality of value added,

• understanding of the Company’s mission, vision, philosophy and strategy,

• understanding of the industry and the business in which the Company operates,

• independence of judgement,

• i ndependent thinking ability to bring a divergent

view, etc.

CEO & Whole Time Director evaluation was more focused towards Company performance and leadership, team building and management succession, edge in execution of strategy formulated by the Board.

The evaluation of the various Board Committees was more focused towards:

• It’s charter/ terms of reference

• Number of meetings held and it’s appropriateness

• Timely availability of information

• Committee composition

• Committee decisions are adequately conveyed and implemented

• Meetings are conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues

• Independency of committee to contribute effectively

Assessment of each director on the board is done by the other directors including that of various committees. The consolidated outcome from all the directors is prepared by Chairman of nomination and remuneration committee and presented to the board of directors. All the directors had been rated excellent and overall finding shows that the Board and it’s various committees are working well. All Board members come with very strong background and add lot of value to the meetings by making them participative and engaging.

XII. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

XIII. AUDITORS

The Company had appointed M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2022. The Notes to Financial Statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any

X. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

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

ii. t hey have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

iii. they have taken proper and sufficient care 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. the annual accounts have been prepared on a ‘Going Concern’ basis.

v. t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-22.

XI. BOARD EVALUATION

The Nomination and Remuneration Committee has devised a criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provides certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

During the year, Company engaged Deloitte Haskins & Sells LLP for carrying out the performance evaluation of all the Board members, Board as a whole and various committees.

qualification or reservation. The only adverse remark in CG certificate is for not fulfilling the criteria of adequate number of Independent Directors including woman independent director and for which we are in touch with the two major shareholders, which is self-explanatory.

Pursuant to the orders issued by the Central Government under Section 148 of The Companies Act, 2013, the Board has appointed M/s. K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products and M/s. Vinod Kothari & Company, Company Secretaries as the Secretarial Auditors for conducting the Secretarial audit of the Company. Their report does not contain any qualification or reservation. The only adverse remark is for not fulfilling the criteria of adequate number of Independent Directors including woman independent director, for which we are in touch with the two major shareholders and other procedural delays due to COVID-19, which are self-explanatory.

As per provisions of Section 136 of the Companies Act, 2013, the Annual Report including the Audited Accounts for the year will be sent to all the Shareholders whose e-mail addresses are registered.

XIV. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company’s website on https://www. hzlindia.com/wp-content/uploads/HZL-WHISTLE-BLOWER-POLICY-19.10.2015.pdf

XV. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company’s website https://www. hzlindia.com/investors/reports-press-releases/

XVI. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read

with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company’s website: www.hzlindia.com.

I n line with the internal guidelines of the Company, no payment is made towards commission to the Executive Director of the Company, who is in full time employment with the Company.

XVII. INTEGRATED REPORT

The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company’s long-term perspective. The Report also touches upon aspects such as organisation’s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

XVIII. ACKNOWLEDGEMENTS

We sincerely thank our customers, vendors, investors, business partners, worker unions, auditors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our continued success was made possible by their hard work, solidarity, commitment and support. We thank the Government of India, the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra and Uttarakhand for their continued support.

For and on behalf of the Board of Directors

ARUN MISRA ANJANI K AGRAWAL

CEO & Whole-time Director Director

DIN :01835605 DIN :08579812

Place: Udaipur Place: Mumbai

---

Mar 31, 2021

Dear Members,

We share with you our 55^th Annual Report, together with the Audited Financial Statements for the year ended 31^st March, 2021.

The Directors are pleased to inform that Hindustan Zinc delivered exemplary operational performance while ensuring safe operations and continued to improve on its performance of various ESG metrics. We have taken a pro-active approach to keep our assets and people safe while increasing engagement with our communities during these difficult times.

The year in summary

Mine production progressively improved during the year with ore production for the full-year up 7% y-o-y to deliver a record 15.5 Mt, supported by strong production growth at Zawar mines and Rampura Agucha (RA) Mine, which were up 21% and 9% respectively. Operations were halted on account of nationwide lockdown to combat COVID-19 from 22^nd March, 2020 and restarted gradually in April 20. Mined metal production was up 6% y-o-y to 972 kt primarily on account of higher ore production with overall grades remaining at same levels.

During the year, back fill plants were commissioned at Zawarmala and Mochia mines. The development of North Decline (ND1) was completed at Rampura Agucha Mine. COVID-19 restrictions including stringent visa guidelines for Chinese nationals continued during the year which resulted in delay in commissioning of Fumer plant at Chanderiya. Feasibility studies are underway at mining locations for expansion to 1.5 Mtpa capacity.

The Company diligently focussed on community upliftment in the areas of Education, Sustainable Livelihoods, Women Empowerment, Health & Water, Sports & Culture, Environment and Community Assets Creation. ¹

reporting. During the year, the Company commissioned an underground Occupational Health Centre at Rampura Agucha Mine which significantly improves the response time in emergency cases.

ENVIRONMENT

During the reporting year, waste recycling continued at 31%, and water recycling rate increased marginally to 40% (FY2020: 39%). Specific energy consumption improved marginally to 19.9 GJ/ton of metal (FY2020: 20.4 GJ/ton).

Hindustan Zinc''s 22 MW solar power project at RA mine was registered under Gold Standard during the year. Dariba Smelting Complex (DSC) successfully commissioned a 4500 MTPA FPT (Freeze Precipitation Technology) plant to recover Sodium sulphate from final multi-stage RO rejects which will cater to 1/3^rd of DSC Hydro smelter''s input salt requirements to support our circular economy goal. CPP Team conducted an innovative in-house recycling of the bottom ash to convert it into fly ash (saleable product) improving value realization and lowering environment footprint. Hindustan Zinc''s Udaipur Sewage Treatment Plants expanded to 55 MLD translating into over 90% treatment of city''s sewage.

HZL led an endorsement for ''UNGC (United Nations Global Compact) CEO Water Mandate'' giving our commitment towards water stewardship and initiating our journey to follow the six principles laid out by UNGC. As part of commitment towards biodiversity conservation, the Company is now a member of IUCN ''Leader for Nature India'' initiative. HZL actively participated in the 3^rd meeting of ''Business Leaders Group COP26'' and actively engaged for shaping the agenda for COP26 which is to be held at Glasgow (UK) in Nov''21.

Our sustainability activities received several endorsements during the year including selection in ''Sustainability Yearbook 2021'' as Member for 4^th consecutive year, 1^st position in Asia Pacific region in metal and mining sector in Dow Jones Sustainability Indices and 7^th Globally and CII-ITC Corporate Excellence Sustainability Award 2020. Hindustan Zinc was featured among the first Indian companies to be featured in CDP India Annual Report and was rated ''A'' in Climate change CDP 2020.

Production

For the full-year, ore production was up 7% y-o-y to 15.5 Mt on account of strong production growth at Rampura Agucha Mine and Zawar mines, which were up 9% and 21% respectively. Mined metal production for FY2021 was 971,976 tons compared to 917,101 tons in the prior year in line with higher ore production.

For the full year, integrated metal production was up 7% to 930 kt in line with higher MIC availability, while silver production was up by 16% to a record 706 tons in line with higher lead production and slightly better grades at SK. These record numbers were delivered despite losing 3-4 weeks equivalent of production days in the year due to COVID related lockdown and other disruptions resulting from rising infections.

The Company generated 4,085 million units of thermal based power in FY2021 as compared to 3,880 million units in FY2020. Total green power generation was 649 million units as compared to 609 million units in FY2020.

Sales

The refined zinc metal sales in the domestic market during the year was 437kt, while export sales accounted for 287kt as compared to 486kt and 194kt respectively a year ago.

The aggregate sales were higher by 6% than previous year, in line with production. Lead metal sales in the domestic market were 181 kt, while export sales were 35kt leading to higher aggregate sales of 20% from a year ago, in line with the increase in lead metal production during the year. Silver sales were 735 tons in FY2021, all in the domestic market and 25% higher than previous year.

III. FINANCIAL PERFORMANCE Financial Information

Hindustan Zinc Limited is the first investor requested company in India to respond to

CDP''s Forests questionnaire and also received Supplier Engagement Rating ''A'' from CDP.

II. OPERATIONAL PERFORMANCE Production performance
Production (kt)	FY2021	FY2020	% change
Total mined metal	972	917	6%
Refinery metal production	930	870	7%
Refined zinc - integrated	716	688	4%
Refined lead - integrated1	214	182	18%
Production - silver (in tons)2	706	610	16%

1. Excluding captive consumption of 6,424 tons in FY2021 vs. 7,088 tons in FY2020.

2. Excluding captive consumption of 34.6 tons in FY2021 vs. 36.7 tons in FY2020.

_('' in crore)

Particulars FY2021 FY2020

Revenue from operations 22,629 18,561

Other Income 1,819 1,934

Profit before depreciation, interest and tax 13,491 10,781

Less: Interest 386 112

Less: Depreciation and amortisation expense 2,531 2,279

Profit before tax 10,574 8,390

Less: Net tax expense 2,594 1,585

Net profit 7,980 6,805

Earnings per share, ''_18.89_16.11

Revenue

The Company reported ''Revenue from operations'' including other operating income of '' 22,629 crore, an increase of 22% y-o-y primarily on account of increase in metal sales and higher silver prices.

The ''Other income'' was '' 1,819 crore during the year compared to '' 1,934 crore in the previous year on account of lower treasury income due to lower rate of return on fresh investments/ reinvestments during the year on account of lower interest rates.

Production Cost

Zinc''s cost of production (COP), excluding royalty for FY2021 was '' 70,681 (US$954) per ton, lower by 5% y-o-y (9% in US$). The full year COP decrease reflects higher production volume, lower power costs, lower metcoke and cement costs partly offset by higher admin expense (Covid donation), lower sulphuric acid credits and higher diesel costs.

Operating margin

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of '' 13,491 crore in FY2021, up 25% on account of higher revenue and lower cost of production.

Net profit

Net profit was '' 7,980 crore, up 17% on account of higher PBDIT partly offset by higher D&A expense and higher effective tax rate. Tax rate for the year was 24.5% as compared to 18.9% due to reversal of deferred tax liabilities in FY2020 related to prior years pursuant to

Company''s expectation of moving to a lower tax regime under Section 115BBA of the Income Tax Act, 1961.

Earnings Per Share (EPS)

The EPS for the year was '' 18.89 per share as compared to '' 16.11 per share in FY2020.

Dividend

Interim dividend of 1065%, i.e. '' 21.3 per share on equity share of '' 2 each amounting to '' 9,000 crore was declared in October 2020.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company''s website on https:// www.hzlindia.com/wp-content/uploads/ Dividend-Policy-2016.pdf

Credit Rating and Liquidity

CRISIL has reaffirmed the Company''s longterm rating of AAA/Stable and short-term rating of A1 . The ratings continue to reflect the Company''s low cost operations, strong market position, efficient and integrated operations, high reserve & resource and a strong balance sheet.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on 31^st March, 2021, the Company''s net cash and cash equivalents was '' 15,130 crore as compared to '' 21,596 crore at the end of FY2020 and is invested in high quality debt instruments.

Cash Flows		('' in crore)
Particulars	FY2021	FY2020
Opening Cash*	22,207	19,490
Add: EBITDA2	11,739	8,849
Add: Net Interest Income	1,258	1,722
Less: Income Tax	1,755	1,135
Less: Dividend	15,972	0
Less: Capital Account Payments	2,481	3,637
Add: Borrowings	6,525	-1924
(Increase)/Decrease in Working Capital & Others	787	-1,158
Closing Cash*	22,308	22,207

(*) Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements), other bank balances excluding earmarked unpaid dividend accounts balance (refer note 12 of the Audited Financial Statements) and Current Investments (refer Note 9 of the Audited Financial Statements).

Gross Working Capital

Gross working capital represented by inventory, trade receivables and other current assets decreased from '' 2,558 crore to '' 2,180 crore as at 31^st March, 2021 primarily due to decrease of stores & finished goods inventory. The working capital cycle was 36 days in FY2021 as compared to 51 days in FY2020.

Gross Block

The gross block during the year increased from '' 32,106 crore to '' 34,228 crore. This was largely due to the ongoing mining projects and other sustaining capex.

Capital Employed

The total capital employed as at 31^st March,

2021 was '' 17,183, crore, as compared to '' 18,714 crore at the end of previous fiscal year mainly due to payment of dividend in current fiscal year.

Contribution to the Government Treasury

The Company has contributed '' 15,008 crore during FY2021, in terms of royalties and taxes to the Government treasury, aggregating to approximately 66% of the total revenue.

IV. RESERVE & RESOURCE (R&R)

On an exclusive basis, total ore reserves at the end of FY2021 totalled 150.3 Mt and mineral resources totalled 297.6 Mt. Total contained metal in Ore Reserves is 9.16 Mt of zinc, 2.55 Mt of lead and 295.5 million ounces of silver.

The Mineral Resource contains 14.9 Mt of zinc, 6.3 Mt of lead and 618.7 million ounces of silver. At current mining rates, the R&R underpins metal production for more than 25 years. This year Company replenished 2.7 times more resource than it consumed during the year i.e. there is a gross resource addition of 61.9Mt with a contained metal of 3.1 Mt, which is highest resource addition in last decade.

V. PROJECTS

We commissioned a 10 MLD STP plant in Udaipur and another 5 MLD STP is in its last leg of commissioning, which will take the total STP capacity set up by us to 60 MLD. This will treat almost the entire sewage of Udaipur city and the recycled water will be used by our plants, significantly reducing our fresh water intake.

During the year, Graphite floatation system was commissioned at Mill 3 of Sindesar Khurd Mines, which will enhance the smelter throughput and boost the recovery.

During the year, back fill plants were commissioned at Zawarmala and Mochia

mines. These plants will de-risk operations and provide opportunity to mine left-out high-grade ore in pillars. On similar lines, we have also started execution activities for combined paste-fill and dry tailing plant at Rajpura Dariba which will help in increasing ore production from 1.2 Mtpa to 2 Mtpa. This will also facilitate in additional utilization of tails by ~20% for backfilling and will reduce stope turnaround time.

The development of North Decline (ND1) was completed at Rampura Agucha Mine (RAM). This improves the accessibility of shaft section, alternate emergency evacuation, ease in mine equipment deployment at lower levels of mine, face charging with emulsion explosives, face drilling with long feed jumbo, etc.

We have started operations in RKD circuit (component of overall Fumer project) to treat Raw Zinc Oxide (RZO). COviD-19 restrictions including stringent visa guidelines for Chinese nationals continued during the year which resulted in delay in commissioning of Fumer plant at Chanderiya. We are following up with authorities to find a solution.

VI. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR passionately focuses on community upliftment through Education, Sustainable Livelihoods, Women Empowerment, Health & Water, Sports & Culture, Environment and Community Assets Creation.

During the year, the Company spent '' 214 crore on CSR programmes as compared to '' 132 crore in previous year. For further details, refer Annexure 3 and ''Business Review'' section of this Annual Report.

VII. DIRECTORS

During the year under review, following changes took place in the Board of Directors:

Pursuant to expiry of the appointed tenure of Mr. Sunil Duggal as CEO & WTD on 31^st July, 2020, Mr. Arun Misra was appointed as CEO & WTD of the company w.e.f 1^st August, 2020.

Similarly, Mr. Akhilesh Joshi and

Mr. Anjani Kumar Agrawal were appointed

as independent Directors w.e.f 1^st August,

2020 upon the expiry of the appointed tenure of Mr. A R Narayanaswamy and Mr. Arun L Todarwal on 31^st July, 2020.

Government of india, Ministry of Mines appointed Ms. Yatinder Prasad on the

Board w.e.f 7^th August, 2020, in place of Mrs. Reena Sinha Puri.

The company''s policy on appointment of Directors and their remuneration is available on the Company''s website https://www.hzlindia. com/wp-content/uploads/HZL-Nomination-Remuneration-Policy-20J.2020.pdf

VIII. MANAGEMENT DISCUSSION AND ANALYSIS

The ''Our Operational Performance'' section of this Annual Report gives a detailed account of the Company''s operations and the market in which it operates, including its initiatives in areas of human resources, sustainability and risk management.

IX. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective, also forms a part of this report. In order to maintain transparency and efficient governance, various disclosures as required under Sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level Committees; Annual Report on CSR, etc.

X. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

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

ii. they have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

iii. they have taken proper and sufficient care 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. the annual accounts have been prepared on a ''Going Concern'' basis.

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2021.

XI. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the Board members, excluding the independent director who is being evaluated.

XII. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

XIII. AUDITORS

The Company had appointed M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended 31^st March, 2021. The Notes to Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification or reservation.

The only adverse remark in CG certificate is for not fulfilling the criteria of adequate number of Independent Directors including woman independent director and for which we are in touch with the two major shareholders, and purchase of Bonds from holding company which is self-explanatory.

Pursuant to the orders issued by the Central Government under Section 148 of The Companies Act, 2013, the Board has appointed M/s. K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products and M/s. Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial audit of the

Company. Their report does not contain any qualification or reservation. The only adverse remark is for not fulfilling the criteria of adequate number of Independent Directors including woman independent director, for which we are in touch with the two major shareholders and other procedural delays due to COVID-19, which are self-explanatory.

As per provisions of Section 136 of the Companies Act, 2013, the Annual Report including the Audited Accounts for the year will be sent to all the Shareholders whose e-mail addresses are registered.

XIV. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website on https:// www.hzlindia.com/wp-content/uploads/HZL-WHISTLE-BLOWER-POLICY-19.10.2015.pdf

XV. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2021 is available on the Company''s website on https://www.hzlindia.com/investors/ reports-press-releases/

XVI. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company''s website: www.hzlindia.com.

In line with the internal guidelines of the Company, no payment is made towards commission to the Executive Director of the Company, who is in full time employment with the Company.

XVII.INTEGRATED REPORT

The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and nonfinancial information to enable the Members to take well informed decisions and have a better understanding of the Company''s longterm perspective. The Report also touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

XVIII.ACKNOWLEDGEMENTS

We sincerely thank our customers, vendors, investors, business partners, worker unions, auditors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our continued success was made possible by their hard work, solidarity, commitment and support.

We thank the Government of India, the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra and Uttarakhand for their continued support.

For and on behalf of the Board of Directors

Arun Misra Anjani K Agrawal

CEO & Whole-time Director Director

Place: Udaipur Mumbai

Date: 27^th April, 2021

1

HEALTH, SAFETY AND ENVIRONMENT

Occupational Health & Safety Health & Safety Performance

LTIFR for the year was 0.97 as compared to 1.38 a year ago. In the reporting year, there has been enhanced leadership focus on incident reporting, categorisation & investigation along with greater focus to bring a cultural change in encouraging reporting via felt leadership programmes, safety town halls, enabling tools like safety whistle-blower as well as reward & recognition for near-miss

2

Earnings before Interest, Tax, Depreciation and Amortisation expenses and Income on investments.

---

Mar 31, 2019

Board''s Report

Dear Members,

The Directors are pleased to inform that Hindustan Zinc delivered strong performance from all our underground mines and many benchmarks in operational performance were set during the year.

I. FINANCIAL PERFORMANCE

We share with you our 53rd Annual Report, together with the Audited Financial Statements for the year ended March 31, 2019.

FINANCIAL INFORMATION

		Rs in Crore
Particulars	FY 2019	FY 2018
Revenue from operations (net of Excise Duty)	21,118	22,082
Other Income	1,782	1,716
Profit before depreciation, interest and tax	12,452	14,226
Less: Interest	113	246
Less: Depreciation and amortization expense	1,883	1,483
Profit before tax	10,456	12,497
Less: Net tax expense	2,500	3,221
Net profit	7,956	9,276
Earnings per share, ?	18.83	21.95

REVENUE

The Company reported ''Revenue from operations'' (net of excise duty) including other operating income of Rs 21,118 Crore, a decrease of 4% y-o-y higher lead & silver volumes and rupee depreciation, offset by lower metal prices and zinc volume.

The ''Other income'' was Rs 1,782 Crore during the year compared to Rs. 1,716 Crore in the previous year on account of higher treasury income due to mark-to-market gains resulting from decline in interest rates, partly offset by decline in investment corpus on account of special interim dividend payment.

PRODUCTION COST

Net zinc metal cost per tonne, without royalty, during the year was higher by 11% in INR (3%in USD) at Rs 70,444 ($1008) MT and was impacted by higher mine development, lower metal volume, higher coal & commodity prices, LTS related expense and rupee depreciation (in case of rupee COP), partly offset by higher acid credits. The Company concluded a five-year long-term settlement with its recognised union impacting cost by $33 per tonne.

OPERATING MARGIN

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of Rs 12,452 Crore in FY 2019, down 12%. In addition to lower revenue and higher cost of production, operating income was impacted by one-time expense related to LTS arrears.

NET PROFIT

The Company reported record net profit of Rs. 7,956 Crore, 14% lower than previous year on account for lower PBDIT and higher depreciation, partly helped by lower tax rate.

Depreciation & amortisation has trended up due to higher capitalisation and increased underground ore production resulting in higher amortisation.

EARNINGS PER SHARE (EPS)

The EPS for the year was Rs. 18.83 per share as com pared to Rs. 21.95 per share in FY 2018.

DIVIDEND

On October 22, 2018, the Board of Directors declared a Special Interim Dividend of 1000% i.e. Rs. 20 per share on equity share of Rs. 2 each amounting to Rs. 10,188 Crore (including DDT). The Board has not recommended final dividend for the year.

CREDIT RATING AND LIQUIDITY

CRISIL has reaffirmed the Company''s long-term rating of AAA/Stable and short-term rating of A1 . The ratings continue to reflect the Company''s dominant position in India''s zinc industry, efficient and integrated operations and a strong financial risk profile.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2019, the Company''s cash and cash equivalents was Rs. 19,490 Crore invested in high quality debt instruments and the portfolio continues to be rated "Tier-1" implying Highest Safety by CRISIL. During the year, the Company borrowed ? 5,000 Crore of short term commercial paper in to meet cash flow mismatch for special interim dividend funding requirement. Of this, Rs 3,000 Crore of commercial paper was paid off during the year. The net cash and cash equivalents at the end of the year was Rs. 16,952 Crore as compared to ? 20,395 Crore at the end of FY 2018.

CASH FLOWS

		Rs. in Crore
Particulars	FY 2019	FY 2018
Opening Cash*	20,395	23,972
Add: EBITDA**	10,747	12,373
Add: Net Interest Income	1,552	1,329
Less: Income Tax & Dividend	14,518	13,497
Less: Capital Account Payments	3,400	2,733
Add: (Increase) / Decrease in Working Capital & Others	4,714	(1,049)
Closing Cash*	19,490	20,395

(*) Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements) and Current Investments (refer Note 9 of the Audited Financial Statements)

(**) Earnings before Interest, Tax, Depreciation and Amortization expenses and Income on investments.

GROSS WORKING CAPITAL

Gross working capital represented by inventory, trade receivables and other current assets increased from Rs. 1,956 Crore to Rs. 2058 Crore as at March 31, 2019 primarily due to increase of stores inventory. The working capital cycle was 36 days in FY 2019 as compared to 32 days in FY 2018.

GROSS BLOCK

The gross block during the year increased from Rs. 23,879 Crore to Rs. 28,096 Crore. This was largely due to the ongoing mining projects and other sustaining capex.

CAPITAL EMPLOYED

The total capital employed as at March 31, 2019 was Rs. 16,652 Crore, as compared to Rs. 15,537 Crore at the end of previous fiscal year mainly due to addition in fixed assets.

CONTRIBUTION TO THE GOVERNMENT TREASURY

The Company has contributed Rs. 11,563 Crore during FY2019, in terms of royalties, taxes and dividends to the Government treasury on cash basis, aggregating to approximately 55% of the total revenue.

II. OPERATIONAL PERFORMANCE PRODUCTION

The FY 2019 mined metal production was entirely from underground mines, which ramped up strongly by 29% to 936 kt on account of 27% increase in ore production and better grades. The closure of open-cast operations caused total mined metal production to decline marginally by 1% from a year ago.

Integrated metal production was 894 kt, down 7% from a year ago. Zinc production at 696 kt was lower by 12% year-over-year due to lower zinc mined metal availability during the year as underground mines ramped up to fill the vacuum from closure of open-cast operations and higher lead ratio in ore. Integrated lead and silver production were at record 198 kt and 679 MT, higher by 18% and 22% respectively from a year ago driven by higher lead mined metal production, retrofitting of pyro metallurgical smelter in Q2 FY 2019 to produce more lead in line with higher lead mined metal availability and better silver grades.

The Company generated 3,746 million units of power in FY 2019 as compared to 3,817 million units in FY 2018. Total green power generation was 449 million units as compared to 414 million units in FY 2018.

SALES

The refined zinc metal sales in the domestic market during the year was 513 kt, while export sales accounted for 181 kt as compared to 515 kt and 278 kt respectively a year ago. The aggregate sales were lower by 12% than previous year, in line with production. Lead metal sales in the domestic market were 154 kt, while export sales were 44 kt leading to higher aggregate sales of 17% from a year ago, in line with increase in lead metal production during the year. Silver sales were 676 MT in FY 2019, all in the domestic market and 21% higher than previous year.

III. RESERVE & RESOURCE (R&R)

During the year, gross additions of 5.4 million MT were made to reserves resource (R&R), prior to depletion of 13.8 million MT. As at March 31, 2019, the combined R&R were estimated to be 403 million MT, containing 34.6 million MT of zinc-lead metal and 965 million ounces of silver. Overall mine life continues to be more than 25 years.

IV. PROJECTS

The announced mining projects are nearing completion in line with the target of reaching 1.2 million MT per annum of mined metal capacity in FY2020.

UPDATE ON ONGOING EXPANSION PROJECTS

Capital mine development increased by 12% to 43 km in FY2019.

At Rampura Agucha underground mine, the ventilation system was commissioned earlier in the year liberating the mine from ventilation issues. The commissioning of mid shaft loading system in October 2018 allowed waste hoisting to be done through the shaft ahead of schedule, leading to improvement in ore production. The second paste fill plant was completed ahead of schedule in Q4 and the mine is equipped with paste fill capacity to support 5.0 mtpa production. The full shaft commissioning is expected to complete by September 2020 synchronising with completion of crusher and conveyor system.

During the year, Sindesar Khurd received environment clearance to produce 6.0 million MT of ore and 6.5 million MTof ore beneficiation.The new 1.5 mtpa mill accomplished smooth commissioning and began production in the third quarter of the year, taking the total milling capacity to 6.2 mtpa. The underground crusher and production shaft were commissioned during Q4 and ore hoisting from shaft is expected to start in Ql of the current year. The second paste fill plant is under mechanical completion and also expected to commission in Q1 of the current year.

Zawar mines: The new 2.0 mtpa mill was commissioned in Q4 while the dry tailing plant is under execution and expected to commission in Q2 FY 2020.

Rajpura Dariba mine has received Environment Clearance by the Ministry of Environment, Forest & Climate Change to increase ore production from 0.9 to 1.08 mtpa and regulatory approval for further expansion to 2.0 mtpa is under process. Ore production run-rate is already at 1.2 million MT per annum post major infrastructure enhancement. During the year, orders were place for a new 1.5 mtpa mill and paste fill plant which are expected to complete in FY2020.

OTHER PROJECTS

The Fumer project at Chanderiya is expected to commission in Q1 of the current year.

22 MW solar plant was completed at Rampura Agucha taking the total solar capacity to 38 MW.

25 MLD Sewage Treatment Project was commissioned at Udaipur taking the total capacity to 45 MLD which will help improve water availability at Dariba and treat over half of Udaipur city''s sewage.

Planning is underway for the next phase of expansion to 1.35 million MT perannum.

OUTLOOK

Both mined metal and finished metal production in FY2020 will be significantly higher than last year and expected to be about 1.0 million tonnes each. The Company expects to complete the underground mine expansion plan announced in early 2013 by Q2 of the current financial year, quadrupling its underground mined metal production capacity to 1.2 mtpa.

Zinc cost of production in FY2020 is expected to be under $1000 per MT. The guidance of FY 2020 silver production is in the range of 750 - 800 MT. The project capex for the year will be in the range of US$350 to US$400 million.

VI. HEALTH, SAFETY AND ENVIRONMENT

Safety, health and sustainability initiatives have been discussed in detail in ''Business Review'', which forms a part of this Annual Report.

VII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR focuses on Education, Sustainable Livelihoods, Women Empowerment, Health & Water, Sports & Culture, Environment and Community Development including Community Assets Creation.

During the year, the Company spent Rs. 130 Crore on CSR programs as compared to Rs, 92 Crore in previous year. For further details, refer Annexure 5 and ''Business Review'' section of this Annual Report.

VIII. DIRECTORS

During the year under review, Mr. Agnivesh Agarwal resigned as Director and Chairman of the Board on February 22,2019 after 13 years of being on the Board of Directors. We thank Mr. Agarwal for his leadership and guidance towards the growth of the Company. Mrs Kiran Agarwal was appointed as Additional Director and Chairman of the Board on March 02, 2019.

Mr. Sudhir Kumar, Independent Director and nominee of Government of India, completed his tenure on November 29, 2018. We thank Mr. Kumar for his contribution.

IX. MANAGEMENT DISCUSSION AND ANALYSIS

The Business Review section of this Annual Report gives a detailed account of the Company''s operations and the market in which it operates, including its initiatives in areas such as human resources, sustainability and risk management.

X. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under section 134 and 135 of the Companies Act2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level Committees; Annual Report on CSR.

XI. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule 3 to the Act, have been followed and there are no material departures in the same.

ii. The Directors have selected such accounting policies, applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ''Going Concern'' basis.

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

vi. 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.

XII. AUDITORS

The Company had appointed M/s. SR Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2019. The Notes to Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification or reservation. The only adverse remark is for not fulfilling the criteria of adequate number of Independent Directors for which we are in touch with the two major shareholders.

Pursuant to the orders issued by the Central Government under section 148 of The Companies Act, 2013, the Board has appointed M/s K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products and M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial audit of the Company.

As per provisions of Section 136 of the Companies Act, 2013, the Annual Report including the Audited Accounts for the year will be sent to all the Shareholders.

XIII. PARTICULARS OF EMPLOYEES

Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company''s website: www.hzlindia.com.

XIV. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and the employees'' unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra and Uttarakhand; and the bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors
Sunil Duggal	A R Narayanaswamy
CEO & Whole-time Director	Director
Camp: London
Place: Mumbai
Date: May 02, 2019

Annexure 1

Particulars of technology absorption and foreign exchange earnings and outgo, as per Section 134(3)(m) of the Companies Act, 2013 and the rules made therein and forming part of the Board''s Report for the year ended March 31, 2019.

A) CONSERVATION OF ENERGY

Trails of DROSRITE™ zinc dross treatment process conducted at zinc melting section of Pantnagar Metal Plant. This process uses the heat generated by the oxidation of unrecoverable zinc metal, in the presence of oxygen, as a source of energy

B) TECHNOLOGY ABSORPTION

A) SPECIFIC AREAS IN WHICH R&D HAS BEEN CARRIED OUT BY THE COMPANY IN FY 2019

Feasibility testing of new technologies like Stage Flotation Reactor (SFR), flash floatation, graphite pre-float and lead re-grinding for suitability in our operations to address ore variability and improve recovery

Modification in floatation circuit configuration for increase in metal recovery in mills

Testing of new floatation reagents for improved metallurgical performance and cost benefits

Plant surveys of grinding and floatation circuit across all mines for optimised plant performance

Benchmarking of beneficiation plant performance and modelling and simulation studies to strengthen metallurgical accounting at Zawar

Process development for tailing re-processing to recover metal from tailings

Conversion of pre-graphite concentrate into saleable graphite product and to recover metal values from pre-graphite concentrate

Pilot scale testing for 18.75 MT antimony slag was successfully completed. About 3 MT of antimony trioxide of purity >96% and 17 MT of enriched lead residue suitable for internal consumption were generated

Pilot scale testing initiated for high grade cobalt cake generation from purification waste cake. The operating parameters have been optimised at lab and bench scale to generate purified cobalt cake of about 20% purity

Process for recovery of vanadium as ammonium meta vandate from spent acid catalyst validated at lab scale. Replacement of sodium peroxide is being explored

Cold bricks are being prepared with 3-5% cement and 80% of different wastes used in various composition. Enhancing of brick strength is in progress.

Process feasibility for magnesium bleeding through zinc dross treatment has done. Bench scale closed loop testing is in progress

B) BENEFITS DERIVED AS RESULT OF ABOVE R&D

Testing of new technologies suggest that its implementation will increase recovery of lead and silver in case of flash floatation and lead re-grinding and improve concentrate grade by using SFR and pre-graphite floatation

Circuit modification in zinc floatation circuit suggests that it will increase zinc recovery by 2%

Regular plant surveys across all mines gives an idea of plant operating status and any opportunity for improvement thereof

Metallurgical accounting will help in bridging gap between theoretical and actual recovery

Tailing re-processing at Rampura Agucha mine will give an extra 3% increase in overall metal recoveries 18.75 MT antimony slag treated and total realization of Rs 25.5 lacs is achieved from pilot plant operation. Expected realization is Rs. 11.5 Crore per annum

Drosrite process suggests the Improvement in 1st pass metal recovery by 0.35%. Also the final dross can be directly treated at leaching plant

The spent vanadium catalyst can be reused and disposal cost can be saved

Successful dross leaching signify zero dross to roaster

High grade cobalt cake serve the purpose of cost generation from waste

C) FUTURE PROJECTS FOR R&D IN FY2019-20

Modification in floatation circuit configuration for increase in metal recoveries

Plant optimisation through cell hydrodynamic and mineralogical characterization

Implementation of tailing recovery project

Process flowsheet validation for cobalt recovery at pilot scale

Exploration of solvent extraction to get high grade cobalt cake

Antimony slag treatment plant setup at Chanderiya ancillary plant

Establishment of vanadium recovery process to bench and pilot scale

Raw mix design and generation of high strength bricks & paver blocks

Zinc dross treatment for magnesium bleeding at pilot scale

Lab & bench scale testing and parameter optimisation of mercury stripper water

Recovery of manganese from manganese sulphate solution

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, foreign exchange outgo was Rs 1,700 Crore (which includes import of capital goods, stores & spares, coal, consumables, consultancy, travelling etc.), while foreign exchange earned was Rs 4,237 Crore.

FORM A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Particulars	Unit	Year ended March 31, 2019	Year ended March 31, 2018
A) ELECTRICITY, POWER GENERATION & FUEL CONSUMPTION
Purchase Units	Million Kwh	206	191
Total Amount	Rs.Cr	172.90	149.33
Average rate of purchasing	Rs/ /kwh	8.39	7.82
CPP - Units generated from fuel oil
Own Generation Units (From Fuel Oil)	Million Kwh	0.28	0.21
Quantity Consumed
LSHS/FO	MT	0.42	0.42
HSD	KL	493	526
Total Amount	Rs. Cr	2.93	4.03
Average cost of fuel per Kg	Rs./kg	72.45	93.28
Average cost of generation	Rs./kwh	102.95	193.97
Unit generated per unit of fuel (LSHS/FO/HSD)	kwh/kg	0.70	0.48
CPP - Units generated from Coal
Own Generation Units (From Coal)	Million Kwh	3,633	3,693
Quantity Consumed
Coal	MT	17,42,116	17,84,862
LDO	KL	300	352
Total Amount	Rs. Cr	1,456.34	1359.91
Average cost per Kg (Coal)	Rs. /kg	8.36	7.62
Average cost per Kg (LDO)	Rs./kg	56.93	57.96
Average cost of generation	Rs./kwh	4.65	4.21
Unit generated per unit of fuel (Coal)	kwh/kg	2.27	2.26
B) FUEL CONSUMPTION FOR METAL PRODUCTION
(a) L.P.G./Propane
Quantity	Million Kg	3.70	5.61
Total Amount	Rs. Cr	17.27	23.17
Average cost per Kg	Rs.//Kg	46.69	41.27
(b) L.D.O./LSHS/FO
Quantity	KL	29,612	19,000
Total Amount	Rs. Cr	146.06	66.78
Average cost per Ltr	Rs/Ltr	49.32	35.15
(c) Coal for Steam & Others
Quantity	MT	26,250	26,424
Total Amount	Rs. Cr	22.61	20.03
Average cost per MT	Rs./MT	8,612	7,580
(d) Met Coke & Coke breez
Quantity	MT	99,819	1,34,822
Total Amount	Rs. Cr	277.37	353.69
Average cost per MT	Rs./MT	27,787	26,234

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY

As provided under clause 17 (5) (a) of the SEBI (LODR) Regulation 2015, all Board Members and the Senior Management personnel have confirmed compliance with the Business Ethics and Code of Conduct for the year ended on March 31, 2019.

For Hindustan Zinc Limited
Sunil Duggal
CEO & Whole-time Director Camp: London
Date: May 02, 2019

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

To,

The Members,

Hindustan Zinc Limited

Yashad Bhavan,

Yashadgarh,

Udaipur, Rajasthan - 313004

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Hindustan Zinc Limited

(hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the "Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable

(vi) The Management has identified and confirmed the following laws as being specifically applicable to the Company:

1. The Mines Act, 1952 and Rules made thereunder, and

2. The Mines and Minerals (Development and Regulation) Act, 1957 and the Rules made thereunder.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

WE FURTHER REPORT THAT:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors except that with regard to the requirement of having at least one haIf of the Board of Directors comprising of Independent Directors in terms of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company falls short by two Independent Director. The changes, if any, in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board/ Committee Meetings. Agenda and detailed notes on agenda were sent in advance (and at a shorter notice for which necessary approvals obtained, if any) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case maybe.

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

We further report that during the audit period, no specific events / actions took place having a major bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Place: Delhi	For Chandrasekaran Associates
Date: May 02, 2019	Company Secretaries
	Shashikant Tiwari
	Partner
	Membership No. A28994
	Certificate of Practice No. 13050

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

ANNEXURE-A

TO SECRETARIAL AUDIT REPORT

To,

The Members,

Hindustan Zinc Limited

Yashad Bhavan,

Yashadgarh,

Udaipur, Rajasthan -313004

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Whenever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Place: Delhi	For Chandrasekaran Associates
Date: May 02, 2019	Company Secretaries
	ShashikantTiwari
	Partner
	Membership No. A28994
	Certificate of Practice No. 13050

Annexure 2

Particulars of contract or arrangements with related parties

FORM NO.AOC-2

FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM''S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO

1. Details of contracts or arrangements or transactions not at arm''s length basis: NIL

(a) Names(s) of the related party and nature of relationship

(b) Nature of the contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, If any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of the material contracts or arrangements or transactions at arm''s length basis: NIL

(a) Names(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, If any

(e) Date(s) of approval by the board

(f) Amount paid as advances, if any:

For and on behalf of the Board of Directors
Sunil Duggal	A.R. Narayanaswamy
CEO & Whole-time Director	Director
Camp: London
Place: Mumbai
Date: May 02, 2019

Note: In item 2, material is defined as greater than 10% of the turnover

annexure 3

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN as on March 31,2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN	L27204RJ1966PLC001208
ii) Registration Date	January 10, 1966
iii) Name of the Company	Hindustan Zinc Limited
iv) Category /Sub-Category of the Company	Public Limited Company
v) Address of the Registered office and contact details	Yashad Bhawan, Udaipur - 313004 (Rajasthan)
	Email id: - [e-mail]
	Phone No: - 0294-6604000
vi) Whether listed company Yes/No	Yes
vii) Name, Address and Contact details of Registrar and	Karvy Fintech Private Limited
Transfer Agent, if any	(Formerly known as KCPL Advisory Services P Ltd)
Karvy Selenium Tower B, Plot Nos. 31 & 32 | Financial
District Nanakramguda |Serilingampally Mandal
Hyderabad- 500032 | India
P: 91 40 67161591

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Mining and Smelting of Non-Ferrous metals (Zinc, Lead, Silver).

Wind energy All the business activities contributing 10% or more of the total turnover of the Company shall be stated: -

SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Zinc	27204	69.5%
2	Lead	27209	15.2%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	Vedanta Limited	L13209GA1965PLC00044	HOLDING	64.92%	2(46)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) (I) CATEGORY-WISE SHARE HOLDING

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF		-	-			-	-		-
b) Central Govt		-	-			-	-		-
c) State Govt (s)	-			-	-			-
d) Bodies Corp. - Vedanta Limited	2743154310	0	2743154310	64.92	2743154310	0	2743154310	64.92	0
e) Banks /Fl	-			-	-			-
f) Any Other	-			-	-			-	-
Sub-total (A) (1)	2743154310	0	2743154310	64.92	2743154310	0	2743154310	64.92	0
(2) Foreign
a) NRIs- Individuals		-	-			-	-
b) Other Individuals			-	-			-	-
c) Bodies Corp.			-	-			-	-
d) Banks/ Fl			-	-			-	-
e) Any Other	-			-	-			-
Sub-total (A) (2)	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A) = (A)(l) (A) (2)	2743154310	0	2743154310	64.92	2743154310	0	2743154310	64.92	0
B. Public shareholding
1. Institutions
(a) Mutual Funds/ UTI	37304507	265000	37569507	0.89	13031140	265000	13296140	0.31	(-) 0.58
(b) Financial Institutions /Banks	1623381	45000	1668381	0.04	2060017	45000	2105017	0.05	0.01
(c) Central Government/ State Government(s)	1247950590	0	1247950590	29.54	1247950590	0	1247950590	29.54	-
(d) Venture Capital Funds	-			-	-			-	-
(e) Insurance Companies	24668104	0	24668104	0.58	87492060	0	87492060	2.07	1.49
(f) Foreign Institutional Investors	3338834	111000	3449834	0.08	1771758	111000	1882758	0.04	(-) 0.04
(g) Foreign Venture Capital Investors	-	-			-	-			-
(h) Alternate Investment Funds	876800	0	876800	0.02	-	-			(-) 0.02
(i) Any Other (specify)
(i-i) Central Government	1927464	0	1927464	0.05	2015181	0	2015181	0.05	-
(i-ii) Clearing Member	99297	0	99297	0.00	41006	0	41006		-
(i-iii) NBFC	8320	0	8320	0	10203	0	10203	-
(i-iv) HUF	1541374	0	1541374	0.04	1465708	0	1465708	0.03	(-) 0.01
Sub-Total (B)(1)	1319338671	421000	1319759671	31.24	1355837663	421000	1356258663	32.10	0.86
2. Non-Institutions
(a) Bodies Corporate	22925813	135000	23060813	0.55	19729167	127000	19856167	0.47	(-) 0.08
(b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 2 Lac	40983618	1606269	42589887	1.00	39720417	1472866	41193283	0.97	(-) 0.03
ii) Individual shareholders holding nominal share capital in excess of Rs 2 Lac	1921923	0	1921923	0.05	854870	0	854870	0.02	(-) 0.03
(c) Any Other (specify)
(c-i) Trust	79292	0	79292	0	86476	0	86476	0	0
(c-ii) NRI	1828152	690000	2518152	0.06	1633165	690000	2323165	0.05	(-) 0.01
(c-iii) NRI Company		-	-			-	-
(c-iv) Foreign Individual	100	0	100	0	100	0	100
(c-v) Foreign Corporate Bodies	92233912	0	92233912	2.18	61591026	0	61591026	1.46	(-) 0.72
(c-vi) IEPF	940	0	940	0	940	0	940
Sub-Total (B)(2)	159973750	2431269	162405019	3.84	123616161	2289866	125906027	2.98	(-) 0.86
Total Public Shareholding (B)= (B)(1) (B)(2)	1479312421	2852269	1482164690	35.08	1479453824	2710866	1482164690	35.08	-
C. Shares held by Custodians and against which Depository Receipts have been issued
GRAND TOTAL (A) (B) (C)	4222466731	2852269	4225319000	100.00	4222608134	2710866	4225319000	100	-

(II) SHAREHOLDING OF PROMOTERS

SI. No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledge/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledge/ encumbered to total shares
1	Vedanta Limited	2743154310	64.92	0	2743154310	64.92	0	0
	Total	2743154310	64.92	0	2743154310	64.92	0	0

(Ill) CHANGE IN PROMOTERS'' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)

SI. No	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	2743154310	64.92	2743154310	64.92
2	Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)	-No Change-	-No Change-	-No Change-	-No Change-
3	Attheend of the year	2743154310	64.92	2743154310	64.92

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs):

SI. No	For Each of the Top 10 Shareholder''s	Shareholding at the beginning of the year
		No. of shares	% of total shares of the company
	At the beginning of the year (01.04.2018)
1	PRESIDENT OF INDIA	1247950590	29.54
2	LIFE INSURANCE CORPORATION OF INDIA	16870025	0.40
3	JANUS OVERSEAS FUND	8149485	0.19
4	INDIA OPPORTUNITIES III PTE. LIMITED	8024214	0.19
5	GENERAL INSURANCE CORPORATION OF INDIA	5800000	0.14
6	GOLDMAN SACHS INDIA LIMITED	5717222	0.14
7	GOLDMAN SACHS FUNDS-GOLDMAN SACHS GROWTH & EMERGING MARKETS BROAD EQUITY PORTFOLIO	4759052	0.11
8	HDFC STANDARD LIFE INSURANCE COMPANY LIMITED	4463950	0.11
9	VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS	4338093	0.10
10	INDIA CAPITAL FUND LIMITED	4050000	0.10
	Net Increase/Decrease in shareholding during the year specifying the reasons for increase /decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)
1	LIFE INSURANCE CORPORATION OF INDIA	60793999	1.44
2	JANUS OVERSEAS FUND	(-)8149485	(-) 0.19
3	INDIA OPPORTUNITIES III PTE. LIMITED	(-)8024214	(-) 0.19
4	GENERAL INSURANCE CORPORATION OF INDIA	200000	-
5	GOLDMAN SACHS INDIA LIMITED	(-)3149521	(-) 0.07
6	GOLDMAN SACHS FUNDS-GOLDMAN SACHS GROWTH & EMERGING MARKETS BROAD EQUITY PORTFOLIO	(-)4759052	(-) 0.11
7	HDFC STANDARD LIFE INSURANCE COMPANY LIMITED	(-)4463950	(-) 0.11
8	VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS	7020	-
9	INDIA CAPITAL FUND LIMITED	4000	-
10	PTC CABLES PRIVATE LTD	11267300	0.27
11	JANUS HENDERSON OVERSEAS FUND	8149485	0.19
12	UTI- EQUITY FUND	1590000	0.04
13	VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND	596822	0.01
14	JANUS HENDERSON OVERSEAS PORTFOLIO	3692019	0.09
	Change in holding is due to purchase/ sale of shares
	At the end of the year (or on the date of separation, if separated during the year) (31.03.2019)
1	PRESIDENT OF INDIA	1247950590	29.54
2	LIFE INSURANCE CORPORATION OF INDIA	77664024	1.84
3	PTC CABLES PRIVATE LTD	11267300	0.27
4	JANUS HENDERSON OVERSEAS FUND	8149485	0.19
5	GENERAL INSURANCE CORPORATION OF INDIA	6000000	0.14
6	VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS	4345113	0.10
7	INDIA CAPITAL FUND LIMITED	4054000	0.10
8	UTI- EQUITY FUND	3963341	0.09
9	VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND	3744691	0.09
10	JANUS HENDERSON OVERSEAS PORTFOLIO	3692019	0.09

(V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

SI. No	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Mr. Arun L.Todarwal, Director
	At the beginning of the year (01.04.2018)-	1500	0.00		-
	Purchase during the year	500	0.00	2000	-
	At the end of the year		-	2000	0.00
2	Mr. Rajendra Pandwal, Company Secretary
	At the beginning of the year (01.04 .2018)-	25000	-		-
	Purchase/Sale during the year		-		-
	At the end of the year		-	25000	-

V. INDEBTEDNESS

INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FOR PAYMENT

				Rs. in Crore
Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	0	0	0	0
(01.04.2018)
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	0	0	0	0
Change in Indebtedness during the financial year
Addition	0	12000	0	12000
Reduction	0	10000	0	10000
Net Change	0	2000	0	2000
Indebtedness at the end of the financial year	0	2000	0	2000
(31.03.2019)
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	0	2000	0	2000

Note: 1. Interest is paid upfront on CP

2. Principal amount of CP is shown and not the CP issue proceeds, hence not matching with Balance Sheet numbers

3. On frequent basis overdraft is taken. As on 31.03.2019 amount of overdraft outstanding (unsecured) is Rs. 569.40 Crore

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

SI. No	Particulars of Remuneration	Name of MD/ WTD/ Manager	Total Amount (Rs.)
		Mr. Sunil Duggal
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	5,77,79,267	5,77,79,267
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option		-
3	Sweat Equity		-
4	Commission		-
	as % of profit
	Others, specify
5	Others, please specify (ESOP of ultimate Holding Co.)	2,41,88,682	2,41,88,682
	Total (A)	8,19,67,949	8,19,67,949
	Ceiling as per the Act	10% of Profit after tax i.e. Rs. 796 Crore

B. REMUNERATION TO OTHER DIRECTORS:

SI. No	Particulars of Remuneration	Name of Director			Total Amount (Rs.)
1	Independent Directors	Mr. A. R. Narayanaswamy	Mr. Arun L Todarwal	Mr. Sudhir Kumar
	Fee for attending Board / Committee meetings	5,50,000	4,25,000	2,00,000	11,75,000
	Commission	15,00,000	15,00,000	9,98,630	39,98,630
	Others, please specify		-		-
	Total (1)	20,50,000	19,25,000	11,98,630	51,73,630
2	Other Non-Executive Directors	Mr. Navin Agarwal	Mr. Agnivesh Agarwal	Mrs. Kiran Agarwal
	Fee for attending Board / Committee meetings	2,00,000	50,000		2,50,000
	Commission	15,00,000	22,46,575	2,05,480	39,52,055
	Others, please specify		-		-
	Total (2)	17,00,000	22,96,575	2,05,480	42,02,055
	Total (B)=(1 2)	37,50,000	42,21,575	14,04,110	93,75,685
	Overall Ceiling as per the Act	1% of Profit after tax i.e. Rs. 79.6 crore

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI. No	Particulars of Remuneration	KEY MANAGERIAL PERSONNEL
		Company Secretary Mr. R Pandwal	Chief Financial Officer Mr. Amitabh Gupta (Upto 21.01.2019)	Acting Chief Financial Officer Mr. Swayam Saurabh (w.e.f 21.01.2019)	Total
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-taxAct, 1961	85,11,150	2,82,20,401	30,92,947	3,98,24,498
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961		-		-
2	Stock Option		-		-
3	Sweat Equity		-		-
4	Commission
	as % of profit		-		-
	Others, specify. . .		-		-
5	Others, please specify (ESOP of ultimate Holding Co)	26,41,644	1,38,08,592		1,64,50,236
	Total	1,11,52,794	4,20,28,993	30,92,947	5,62,74,734

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ Court]	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS				-
Penalty			NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

annexure 4

I) DISCLOSURE ON REMUNERATION OF MANAGERIAL PERSONNEL

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of Director	Mr. Sunil Duggal
Mean	1:51
Median	1:83
ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Name	Annual Increment (%)
Mr. Sunil Duggal	55
Mr. Amitabh Gupta	11
Mr. Swayam Saurabh	NA
Mr. R Pandwal	(-)6

(iii) The percentage increase in the median remuneration of employees in the financial year: Mean 11.1%, Median 8.2% (iv) The number of permanent employees on the rolls of Company: 4,199 (including 24 expats and retainers)

(v) The explanation on the relationship between average increase in remuneration and Company performance: The Company achieved record volumes and profitability in FY 2017-18.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Remuneration of the KMPs as % of the PAT for 2018-19 is 0.17%.

(vii) Variation in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Date	Market Price in (Rs.)	EPS (Rs)	P/E ratio	Market Capitalization, Rs. Crore	% Change
March 31, 2018	300.95	21.95	13.71	1,27,161
March 31, 2019	276.40	18.83	14.68	1,16,788	(-) 8.16

Percentage increase over the last public offer price is not relevant as there has never been any public offer by the Company.

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last

financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in the remuneration of all employees excluding KMPs: 10% Average increase in the remuneration of KMPs: 31%

Justification: KMP salary increases are decided based on the Company performance, inflation, prevailing industry trends and benchmarks

(ix) Comparison of remuneration of each of the Key Managerial Personnel against the performance of the Company; Each KMP is granted salary based on his qualification, experience, nature of job, industry benchmark, earlier salary and many other factors, comparison of one against the other is not feasible.

(x) The key parameters for any variable component of remuneration availed by the Directors: Only Whole-time Directors are given variable component, which is benchmarked against Company performance.

Note: The term remuneration includes value of the ESOP''s issued by the Holding company.

(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: Nil

(xii) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

Note: For Director, only CEO & Whole-time Director, has been considered. All remuneration figures are for Executives only.

CEO compensation also considers financial returns (return on assets, equity, invested capital), total shareholder return and volume growth of integrated metal

annexure 5

ANNUAL REPORT ON THE CSR ACTIVITIES PURSUANT TO THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES 2014.

A brief outline of the Company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes	Company''s vision on CSR is to enhance the quality of life and the economic well being of communities around our operations. For detailed policy, please refer our website www.hzlindia.com. For projects please refer to section on CSR under Sustainability (Business Overview section)
The composition of the CSR committee	Mr. A R Narayanaswamy - Chairman
	Ms. Reena Sinha Puri
	Mr. Sunil Duggal
Average net profit of the Company for last three financial years	Rs. 10,196.36 Crore (PBT, as prescribed)
Prescribed CSR Expenditure (two percent of the amount as in item 3 above)	Rs. 203.93 Crore
Details of CSR spent during the financial year
a) Total amount to be spent for the financial year	Rs. 203.93 Crore
b) Amount Spent	Rs. 130.20 Crore
c) Amount unspent, if any	Rs. 73.73 Crore
d) Manner in which the amount spent during the financial year is detailed below	Refer next page
In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall provide the reason for not spending the amount in its Board report	We spent Rs. 130.20 Crore as CSR this year. This is a 41% increase over last year''s expenditure and we are continuing to scale up many of our programmes. Several new projects were also launched this year, which are now ramping up.
	In addition to the above, the Company has provided Rs. 637.83 Crore as contribution to District Mineral Foundation which is also meant to be spent towards the well-being of persons and areas affected by mining operations.
A responsibility statement of the CSR Committee that the implementation and monitoring of the CSR policy is in compliance of CSR objectives and Policy of the Company	Yes. The CSR Committee of the Company hereby confirm that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and Policy of the Company.

Sunil Duggal	A. R. Narayanaswamy
CEO & Whole-time Director	Director and Chairman of CSR Committee
Camp: London
Place: Mumbai
Date: May 02, 2019

s. No	CSR Project or Activity Identified	Sector in which the Project is covered	Project or Programme 1. Local area or otherwise 2. Specify the district		Amount Outlay (Rs. in Lac) (budget)	Amount spent (Rs. in Lac)			Cumulative spend till reporting period (Rs. in Lac)	Amount spent, director Implementing Agency	Name of implementing agency
			Area	Name of District		Direct	Overheads	Total
1	Vedanta Bal Chetna Anganwadi & Child care Project (KHUSHI Project)	Education	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara & Ajmer	2,030	1,805		1,805	5,188	Implementing Agency	Seva mandir, Jatan Sansthan, CARE India, Gramin Evam Samajik Vikas Sanstha, Institute of Financial Management S Research
2	Brownfield & Greenfield Nandghar	Education	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara & Ajmer	2,950	1,694		1,694	2,237	Direct& Implementing Agency	Jatan Sansthan, Seva Mandir, Gramin Evam Samajik Vikas Sanstha, Care India
3	Shiksha Sambal Project	Education	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	400	420		420	1,027	Implementing Agency	Vidya Bhawan Society, Avanti Learning Centers Pvt Ltd, Educational Initiatives Pvt Ltd
4	Rural education Program & Company run School	Education	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	2,423	1,098		1,098	6,681	Direct& Implementing Agency	HZL, SUMEDHA, Dean Boy''s Fund, Udaipur; Muskaan Dream Creative Foundation, Resonance Eduventures Ltd, Vedanta Ringus PG Girls College, Round Table India Trust
5	Jeevan Tarang, Zinc ke Sang	Education	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	220	123		123	218	Implementing Agency	Noida Deaf Society, National Handicapped Finance and Development Corporation, Viklang Kalyan Samiti, Badhir Bal Kalyan Vikas Samiti, Badhit Bal Vikas Samiti, V-Shesh Learning Services Pvt Ltd
6	Health, Water & Sanitation including company run hospitals	Health, Water & Sanitation	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	1,930	1,122		1,122	6,200	Direct & Implementing Agency	HZL, Smile Foundation, Jimmedari Foundation, Dainik Bhaskar
7	Hospital Upgrada-tion	Health, Water & Sanitation	Local area	Udaipur	-		-		636	Direct	HZL
8	Vocational training for youth (HZL Mining Acad-emy)	Sustainable Livelihood	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	1,840	990		990	2,217	Implementing Agency	Skill Council for Mining Sector & Indian Institute Skill Development, Team Lease Skills University, Ambuja Cement Foundation
9	Agriculture Project (SAMADHAN Project)	Sustainable Livelihood	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	1,130	642		642	1,392	Implementing Agency	BAIF Institute of Sustainable Livelihood Development
10	Animal Husbandry project	Sustainable Livelihood	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara	10				284	Direct & Implementing Agency	BAIF, Government Animal Husbandry Dept.
11	Women Empowerment (SAKHI Project)	Women Empowerment	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara	943	540		540	1,295	Implementing Agency	Saheli Samiti & Manjari Foundation, Center for Study of Values (COS-V)
12	Rural Infrastructure	Infrastructure Projects	Local & Otherwise	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	1,432	944		944	7,360	Direct & lmplementing Agency	HZL, Ashadham Ashram Society, Waterlife India Pvt Ltd
13	Football Academy	Sports & Culture	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	1,500	1,546		1,546	2,416	Implementing partner	The Football Link, Sanjeev Gupte Architects, Young Monk Communications Pvt. Ltd
14	Ajmer Dargah-Swachh Bharat Abhiyaan	Sports & Culture	Local area	Ajmer	1,000	176		176	272	Implementing partner	Abhimanyu Dalai Architects, Sri Sri Rural Development Programme; N.B. Mercantile Co. Pvt. Ltd.
15	Sports & Culture	Sports & Culture	Local & Otherwise	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	532	267		267	1,914	Direct& Implementing agency	HZL, Maharana Kumbha Sangeet Parishad, Seher, Pandit Chaturlal Memorial Trust
16	Social Forestry/ Environment	Environment	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	493	258		258	767	Direct	HZL, Frontier Markets Consulting Pvt Ltd
17	Social Audit, Evaluation, CSR Communications, etc	Programme evaluation	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara, Ajmer and Uttrakhand	90	95		95	182	Direct	HZL, Taru Leading Edge, Subhash Mittal & Associates
18	STP- Maintenance and depreciation	Health,Water& Sanitation	Local area	Udaipur	900	840	-	840	3,577	Direct	HZL
19	Program Management	Programme & Administration	Local area	Udaipur, Rajsamand, Chittorgarh, Bhilwara and Ajmer	577		458	458	1,946	Direct	HZL, Adecco India Pvt Ltd, Shrushti Seva Samiti
20	Miscellneous initiatives		Local area	Udaipur	-		-		1,276	Direct	HZL
	Total CSR				20,400	12,562	458	13,020	47,086

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Mar 31, 2018

Dear Members,

The Directors are pleased to inform that Hindustan Zinc delivered strong performance from all our underground mines and many benchmarks in operational and financial performance were set during the year.

I. FINANCIAL PERFORMANCE

We share with you our 52nd Annual Report, together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL INFORMATION

Rs, in Crore

Particulars	FY 2018	FY 2017
Revenue from operations (net of Excise Duty)	22,084	17,273
Other Income	1,751	2,474
Profit before depreciation, interest and tax	14,263	12,213
Less: Interest	283	202
Less: Depreciation and amortization expense	1,483	1,811
Profit before tax	12,497	10,200
Less: Net tax expense	3,221	1,884
Net profit	9,276	8,316
Earnings per share, ''	21.95	19.68

REVENUE

The Company reported Rs,Revenue from operations'' (net of excise duty) of Rs, 22,084 Crore, an increase of 28% y-o-y driven primarily by higher metal volumes and prices partly offset by impact of rupee appreciation.

The ‘Other income'' was Rs, 1,751 Crore during the year compared to Rs, 2,474 Crore in the previous year on account of lower rate of return resulting from a broader decline in interest rates as well as lower investment corpus on account of special dividend payment.

PRODUCTION COST

Net zinc metal cost, without royalty, during the year was higher by 14% in INR (18% in USD) at Rs, 63,583 ($976) primarily due to 38% increase in imported coal prices and metcoke prices and about 15% increase in diesel prices as well as lower ore grades, partly offset by higher metal production.

OPERATING MARGIN

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of Rs, 14,263 Crore in FY 2018, up 17%.

NET PROFIT

The Company reported record net profit of Rs, 9,276 Crore, 12% higher than previous year on account for higher PBDIT and lower depreciation, partly offset by higher tax. With effect from April 1, 2017, the Company has changed its depreciation method and revised certain estimates relating to depreciation resulting in a lower charge for the full year by Rs, 321 Crore.

Net profit was also impacted by a one-time exceptional gain of Rs, 291 Crore related to the Supreme Court''s favorable judgment on District Mineral Foundation (DMF) levies leading to write back of excess DMF liability for the period January 12, 2015 to September 16, 2015. This was reduced by a one-time exceptional loss of Rs, 51 Crore related to gratuity provision for earlier years as per the ceiling enhancement announced towards end of the year.

EARNINGS PER SHARE (EPS)

The EPS for the year was Rs, 21.95 per share as compared to Rs, 19.68 per share in FY 2017.

DIvIDEND

On March 16, 2018, the Board of Directors declared second interim dividend of 300% i.e. Rs, 6 per share on equity share of Rs, 2. Together with the interim dividend of Rs, 2 (100%) paid in October 2017, the aggregate interim dividend paid during FY 2018 was Rs, 8 per share (400%) amounting to Rs, 4,068 Crore including DDT. In view of the second interim dividend, no final dividend is recommended.

CREDIT RATING AND LIQUIDITY

CRISIL has reaffirmed the Company''s long-term rating of AAA/Stable and short-term rating of A1 . The Company''s strong financial risk profile is driven by its sustained strong liquidity and conservative capital structure as well as its integrated operations, highly competitive cost position and high-grade reserves.

gross working capital

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2018, the Company''s cash and cash equivalents was Rs, 20,395 Crore invested in high quality debt instruments and the portfolio is rated “Tier -1” implying Highest Safety by CRISIL. During the year, the Company paid off Rs, 8,000 Crore of short term commercial paper raised in March 2017 to meet the special interim dividend funding requirement.

cash flows

Rs, in Crore

Particulars	FY 2018	FY 2017
Opening Cash*	23,972	35,272
Add: EBITDA**	12,376	9,734
Add: Net Interest Income	1,291	2,166
Less: Income Tax & Dividend	13,497	21,310
Less: Capital Account Payments	2,733	2,008
(Increase) / Decrease in Working Capital & Others	-1,014	118
Closing Cash*	20,395	23,972
(*) Includes Cash and Equivalents (refer Note 11 of the Audited Financial Statements) and Current Investments (refer Note 9 of the Audited Financial Statements)
(**) Earnings before Interest, Tax, Depreciation and Amortization expenses and Income on investments.

Gross working capital represented by inventory, trade receivables and other current assets decreased from Rs, 2,486 Crore to Rs, 1,956 Crore as at March 31, 2018 primarily due to reduction of ore, mined metal and stores inventory. The working capital cycle was 32 days in FY 2018 as compared to 52 days in FY 2017.

GROSS BLOcK

The gross block during the year increased from Rs, 20,975 Crore to Rs, 23,879 Crore. This was largely due to the ongoing mining projects and other sustaining capex.

capital employed

The total capital employed as at March 31, 2018 was Rs, 15,537 Crore, as compared to Rs, 14,740 Crore at the end of previous fiscal year. The increase is mainly due to addition in fixed assets as reduced by reduction in gross working capital and repayment of temporary borrowings.

contribution to the government TREASURY

The Company has contributed Rs, 9,301 Crore during FY 2018, in terms of royalties, taxes and dividends to the Government treasury on cash basis, aggregating to approximately 42% of the total revenue.

II. OPERATIONAL PERFORMANCE

production

Mined metal production for FY 2018 was 947 kt, 4% higher from a year ago and the highest ever. This was driven by higher ore production from underground mines, partly offset by lower open-cast production and lower ore grades. Performance from underground mines remained robust, attaining best ever ore and mined metal production during the year.

In FY 2018, the Company delivered record integrated refined zinc-lead metal production at 960kt, up 18% from a year ago, driven by higher smelter efficiency and uniform availability of mined metal throughout the year. Integrated zinc production was 791kt as compared to 672kt a year ago, an increase of 18%, while integrated saleable lead production was 168kt as compared to 139kt from a year ago, an increase of 21%.

During the year, integrated saleable silver production was a record 558 MT as compared to 453 MT a year ago, an increase of 23%, in line with higher lead production.

The Company generated record 4,155 million units of power in FY 2018 as compared to 3,345 million units in FY 2017. Total wind power generation was 414 million units as compared to 448 million units in FY 2017.

SALES

The refined zinc metal sales in the domestic market during the year was 515 kt, while export sales accounted for 278kt. The aggregate sales were higher by 13.9% than previous year. Lead metal sales in the domestic market were 139 kt, while export sales were 30 kt leading to higher aggregate sales of 22.1% from a year ago. The increase was in line with higher metal production during the year. Silver sales were 556 MT in FY 2018, all in the domestic market and 23.9% higher than previous year.

III. RESERVE AND RESOURCE (R&R)

During the year, the Company added 19.5 million MT to its R&R, prior to a depletion of 12.6 million MT during the period. Total R&R on March 31, 2018 were 411.3 million MT containing 35.7 million MT of zinc-lead metal and approximately 28,500 MT of silver.

IV. PROJECTS

The announced mining projects are progressing in line with the target of reaching 1.2 million MT per annum of mined metal capacity in FY 2020.

UPDATE ON ONGOING ExPANSION PROJECTS

The announced mining projects are progressing in line with the expectation of reaching 1.2 million tonnes per annum of mined metal capacity in FY 2020. Capital mine development was 38.5 km during the year, an increase of 65% y-o-y.

Rampura Agucha underground reached an ore production run-rate of 3.0 mtpa towards the end of the year. The main shaft hoisting and south ventilation shaft systems were commissioned during the year, while off-shaft development is on track. Production from the main shaft is expected to start as planned from Q3 FY 2019.

Sindesar Khurd mine achieved its target capacity of 5 million tonnes towards the end of the year and is gearing up for higher production. The main shaft was equipped during the year and winder installation work has begun. Production from the shaft is expected to start as scheduled in Q3 FY 2019. Civil and structure erection for the new mill is ongoing and expected to be commissioned in Q2 FY 2019.

Towards the end of the year, orders were placed for paste fill plants for both the Rampura Agucha and Sindesar Khurd mines.

Zawar mines achieved record ore production of 2.2 million tonnes during the year and production capacity has been ramped up to 3.0 mtpa. The existing mill capacity was debottlenecked to 2.7 mtpa. Civil construction work for the new mill is progressing well, with commissioning expected by Q4 FY 2019.

Ministry of Environment, Forest and Climate Change (MoEF) has given environmental clearance for the expansion of ore production at the Kayad mine from 1.0 to 1.2 mtpa. The Kayad project is now operating at its rated capacity of 1.2 mtpa.

The Fumer project at Chanderiya is progressing as scheduled and expected to commission in mid FY 2019.

next phase of expansion announced

Based on a long-term evaluation of assets and in consultation with global experts, the Company is evaluating plans to increase its mined metal capacity from 1.2 to 1.5 million MT per annum. The Board has approved the Phase I of this expansion which will increase mined metal from 1.20 to 1.35 million MT per annum through brownfield expansion of existing at an estimated capital expenditure of Rs, 4,500 Crore.

Phase I includes incremental ore production capacity of 0.5 million MT per annum each at Rampura Agucha, Sindesar Khurd and Rajpura Dariba mines bringing the total capacity to 5.0, 6.5 and 2.0 million MT per annum respectively. The capacity of Zawar mines will be increased by 1.2 to 5.7 million MT per annum. These projects will take total ore production capacity to 20.4 million MT per annum and mined metal capacity from 1.20 to 1.35 million MT per annum. Phase I will be completed in three years and will be done concurrently with the ongoing expansion which is now in its final stages.

V. OUTLOOK

Mined metal and refined zinc-lead production in FY 2019 is expected to be slightly higher than that of last year, filling the gap caused by completion of open-cast production. Silver production is expected to be in the range of 650 to 700 MT.

COP before royalty is projected to be in the range of USD 950 to 975 per MT in FY 2019. Tax rate is expected to trend up while quarterly depreciation expense is expected to be in the range of Rs, 350 to Rs, 400 Crore.

The project capex on mining and smelter expansions is expected to be approximately USD 400 million in FY 2019.

VI. HEALTH, SAFETY And ENVIRONMENT

The Company''s efforts towards building a safety culture and achieving its goal of zero harm has led to reduction in Lost Time Injury Frequency Rate by 10% for the year and by 69% over the last 5 years to the lowest ever at 0.27.

Despite our best efforts, there were regrettably two fatalities during the year at Chanderiya Fumer and Rampura Agucha underground mine project sites. Both the accidents were investigated and corrective actions have been taken to make workplace safe. Safety and sustainability initiatives have been discussed in detail in ‘Business Review'', which forms a part of this Annual Report.

VII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR focuses on Education; Sustainable Livelihoods; Women''s Empowerment; Health, Water and Sanitation; Sports and Culture; Environment; and Community Development including Community Assets Creation.

During the year, the Company spent '' 92.18 Crore on CSR programs as compared to '' 49.40 Crore in previous year. For further details, refer Annexure 5 and ‘Business Review'' section of this Annual Report.

VIII. DIRECTORS

During the year under review, there has been no change in the Directors of the Company.

IX. MANAGEMENT DISCUSSION AND ANALYSIS

The Business Review section of this Annual Report gives a detailed account of the Company''s operations and the market in which it operates, including its initiatives in areas such as human resources, sustainability and risk management.

X. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under section 134 and 135 of the Companies Act 2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; Information and details on conservation of energy, technology absorption foreign exchange earnings and outgo; extract of annual return; constitution of various Board level Committees; Annual Report on CSR.

XI. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule 3 to the Act, have been followed and there are no material departures in the same.

i i. The Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ‘Going Concern'' basis.

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

vi. 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

XII. AUDITORS

The Company had appointed M/s. SR Batliboi & Co.

LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2018. The Notes to Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors'' Report does not contain any qualification or reservation. The only adverse remark given by Statutory Auditors and Secretarial Auditors (M/s. V. M. and Associates) is for not fulfilling the criteria of adequate number of Independent Directors which is expected to be complied soon.

Pursuant to the orders issued by the Central Government under section 148 of The Companies Act, 2013, the Board has appointed M/s K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products and M/s V M & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial audit of the Company.

As per provisions of Section 136 of the Companies Act, 2013, the Annual Report including the Audited Accounts for the year will be sent to all the Shareholders.

XIII. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are attached to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company''s website: www.hzlindia.com.

XIV. ACKNOWLEDGMENTS

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and the employees'' unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra, Jharkhand and Uttarakhand; and the bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Sunil Duggal A. R. Narayanaswamy

CEO and Whole-time Director Director

Place: Mumbai

Date: April 30, 2018

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Mar 31, 2017

Dear Members,

The Directors are pleased to inform that Hindustan Zinc achieved new operational performance benchmarks, highest ever profits and declared the highest ever dividend during the year.

I. FINANCIAL PERFORMANCE

We share with you our 51st Annual Report, together with the statement of Audited Financial Statements for the year ended March 31, 2017. The Company’s performance, grouped in accordance with the new accounting standards Ind-AS, is summarized below:

Financial Information (Rs. in Crore)

	FY 2017	FY 2016
Total Gross Revenues (excluding Other Income)	18,798	15,463
Profit before depreciation, interest and tax	12,213	9,385
Less: Interest	202	17
Less: Depreciation and amortization expense	1,811	745
Profit before tax	10,200	8,623
Net tax expense/(benefit)	-1,884	-448
Profit for the year	8,316	8,175
Earnings per equity share, ‘	19.68	19.35

Total Revenue Including Other Income

The Company reported total gross revenue excluding other income of Rs.18,798 Crore, an increase of 21.6% compared to FY 2016. The increase was primarily on account of strong zinc, lead & silver prices and higher production, partly offset by lower zinc volumes, due to lower mined metal availability in first half.

The ‘Other income’ was Rs.2,474 Crore during the year, down 9.3% as compared to the previous year, on account of smaller investment corpus subsequent to Golden Jubilee dividend payout during the year, partly offset by higher rate of return.

Production Cost

Net zinc metal cost, without royalty, during the year, was higher by 5.8% in INR and 3.2% in USD terms, at Rs.55,679 ($ 830), compared with the previous year. The increase was on account of lower integrated production, higher coal & input commodity prices, lower average grades due to change in mining mix and lower by-product credit.

Operating margin

The above revenue and production cost resulted in profit before depreciation, interest and tax (PBDIT) of Rs.12,213 Crore in FY 2017, up 30.7%.

Net Profit

The Company reported record net profit of Rs.8,316 Crore for the year, marginally higher than previous year. The impact of higher PBDIT was partly offset by higher tax, higher depreciation and lower other income during the year.

Earnings Per Share (EPS)

The EPS for the year was Rs.19.68 per share as compared to Rs.19.35 per share in financial year 2015-16.

Dividend

On March 22, 2017, the Board of Directors declared a Special Interim dividend of 1375% i.e. Rs.27.50 per share on every share of Rs.2 each. This dividend entails an outflow of Rs.13,985 Crore, including dividend distribution tax (DDT). The Special dividend was in addition to the first interim dividend paid (Rs.1.90 per share or 95%) in October 2016 of Rs.966 Crore, including DDT. The total dividend outflow including DDT for FY 2017 was Rs.14,951 Crore (Rs.29.40 per share of Rs.2 or 1470%), against FY 2016 dividend of Rs.14,137 Crore (Rs.27.80 per share or 1390%). In view of the Special dividend paid in March 2017, no final dividend was recommended.

Credit Rating and Liquidity

CRISIL has reaffirmed the Company’s longterm rating of AAA/Stable and short-term rating of A1 . The Company’s strong financial risk profile is driven by its sustained strong liquidity and conservative capital structure as well as its integrated operations, highly competitive cost position and high-grade reserves.

The Company follows a conservative investment policy and invests in high quality debt instruments. As on March 31, 2017, net cash and cash equivalents were Rs.16,065 Crore, which excludes Rs.7,908 Crore of short term commercial paper raised to meet the special interim dividend fund requirement to avoid tax inefficiencies. The gross investments were Rs.23,972 Crore in high quality debt instruments including Rs.19,336 Crore in mutual funds and Rs.4,446 Crore in bonds.

Cash Flows (Rs. in Crore)

Particulars	FY 2017	FY 2016
Opening Cash*	35,272	30,898
Add: EBITDA1	9,734	6,667
Add: Net Interest Income	2,166	2,699
Less: Income Tax & Dividend	-21,310	-5,025
Less: Capital Account Payments	-2,008	-1,550
(Increase) / Decrease in Working Capital & Others	118	1,583
Closing Cash Balance	23,972	35,272

(*) Includes Cash & Equivalents (refer Note 11 of the Audited Financial Statements) and Current Investments (refer Note 9 of the Audited Financial Statements)

(**) Earnings before Interest, Tax, Depreciation and Amortization expenses and Income on investments

Gross Working Capital

Gross working capital represented by inventory, sundry debtors and loans & advances increased from Rs.1,639 Crore to Rs.2,486 Crore as at March 31, 2017 primarily due to accretion of ore and mined-metal inventory. The working capital cycle was 52 days in FY 2017 as compared to 40 days in FY 2016, calculated based on new Ind AS guidelines.

Gross Block

The gross block during the year increased from Rs.18,952 Crore to Rs.20,975 Crore. This was largely due to the on-going mining projects and other sustaining capex.

Capital Employed

The total capital employed as at March 31, 2017 was Rs.14,740 Crore, as compared to Rs.2,114 Crore at the end of previous fiscal year. The increase is mainly due to higher dividend liability last year and lower surplus cash this year

Contribution to the Exchequer

Your Company has contributed Rs.11,095 Crore during FY 2017, in terms of royalties, taxes and duties to the exchequer on cash basis.

II. OPERATIONAL PERFORMANCE

Production

Mined metal production was 9,06,984 MT up 2% from a year ago and the highest ever. The underground mines ramped up significantly during the year to achieve a substantial 44% y-o-y increase in ore production and 32% y-o-y increase in mined metal production.

Integrated refined zinc and saleable lead production this year were a record 6,70,078 MT and 1,39,009 MT, down 12% and 1% respectively. The total refined zinc was 6,71,988 MT, down 11% from a year ago, while total saleable lead production was 1,39,009 MT, which is lower by 4% compared to FY 2016. The decrease was on account of low availability of mined metal in first half due to the cyclical pattern of the Rampura Agucha open cast mine and as per plan.

During the year, production of integrated saleable silver increased by 7% to an all-time high of 453 MT on account of higher volume and grades from Sindesar Khurd mine.

Our total power generation in FY 2017 was 3,345 million units, down 3.5% from last year. Our wind power generation was up 8% at 448 million units.

Sales

The refined zinc metal sales in the domestic market during the year was 4,72,824 MT (inclusive of imported Zinc metal of 24,072 MT), while export sales accounted for 2,23,176 MT. The aggregate sales were lower by 8.5% than previous year. Lead metal sales in the domestic market were 1,17,313 MT, while export sales were 20,940 MT lower by 4.9% compared to previous year. This reduction was due to lower cyclical mine production in first half of the year resulting in lower metal volumes.

Silver sales were 449 MT in FY 2017, all in the domestic market and 5.4% higher than previous year.

III. RESERVE & RESOURCE (R&R)

Our exploration activity has consistently added to our reserve and resource base over the last several years. We have added 26.40 million MT to our R&R this year, prior to a depletion of 11.90 million MT during the period. Total R&R on March 31, 2017 were 404.40 million MT containing 36.09 million MT of zinc-lead metal and approximately 32 kT of silver.

IV. PROJECTS

The Company remains on track for achieving 1.2 mtpa mined metal capacity by FY 2020.

The transition to underground mining is progressing well as share of underground mined metal production increased from 40% in FY 2016 to 52% in FY 2017. Our ore production from underground mines increased by 44% compared to last year. Further, total mine development reached 66,545 meters during the year which is higher by 15% from a year ago.

During the year, Rampura Agucha underground mine produced 1.4 million MT of ore as compared with 0.2 million MT a year ago. The south ventilation shaft sinking was completed towards the end of the year, while the main shaft sinking reached its ultimate depth of 955 metres. Further, cold commissioning of both production & service winders was completed during the quarter as shaft equipping work continues to progress satisfactorily.

Sindesar Khurd mine achieved record ore production of 3.7 million MT of ore in this year against 2.97 million MT in the previous year. The winder foundation work for the shaft was completed while head gear erection is nearing completion. The new mill of 1.5 mtpa capacity was completed in record 14 months and is running smoothly. We plan to reach our targeted capacity of 4.5 million MT this year, ahead of schedule.

Zawar mine achieved record ore production of 1.8 million MT during the year. Environmental clearance of 4 mtpa ore production & beneficiation, along with other statutory permissions were received towards the end of the year. Zawar mill expansion and associated power up-gradation project are at advanced stages with completion planned in Q2 of FY 2018.

The recent fumer project, which has been undertaken to further improve profitability and metal recoveries from the Company’s hydro metallurgical plant, is progressing with scheduled completion by mid FY 2019.

The Company successfully commissioned 16 MW of captive solar farms in March 2017.

This project will help the Company partly meet its renewable power obligation and has been set up on waste lands.

V. OUTLOOK

Projects: The Company’s transition to underground mining is progressing well and we expect the share of mined metal to increase from 52% in FY 2017 to 80% in FY 2018. Both, Rampura Agucha and Sindesar Khurd shafts are on track for completion in FY 2019. The capex on the on-going mine expansion projects, fumer and smelter debottlenecking will be around $350-360 million in FY 2018.

Operations: In FY 2018, mined metal production is expected to be higher than FY 2017. Refined zinc-lead metal production will be around 950 kt, which will be evenly spread through the year. Silver production will be over 500 MT.

Financial: Dollar COP (excluding royalty) is expected to be marginally higher based on current levels of coal & input commodity prices. Treasury income is expected to be lower due to reduction in investment corpus and current softening in rates while tax rate for FY 2018 is expected to be slightly higher than MAT.

VI. HEALTH, SAFETY AND ENVIRONMENT (HSE)

The Company’s efforts towards reinforcing a positive safety culture have resulted in reduction of total Lost Time Injuries from 23 last year to 15 this year, while the Lost Time Injury Frequency Rate reduced to 0.30 from 0.50 a year ago. However, the Company is deeply anguished to report an unfortunate accident at the project site post mill commissioning, where a rare crane collapse caused four fatalities of contractor employees. The accident was fully investigated and corrective action was taken at all our sites.

HSE initiatives have been discussed in detail from page 45 to 51 in ‘Business Review’, which forms a part of this Annual Report.

VII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company’s CSR policy focuses on Education, Sustainable Livelihoods, Women’s Empowerment, Health, Water & Sanitation, Sports & Culture, Environment, and Community Development. Detailed policy is available on our website http://hzlindia.com/social_policy.aspx

During the year, we spent Rs.49.40 Crore on our CSR programs and also contributed Rs.50 Crore to Vedanta Foundation for setting-up Nandghars under our Bal Aanganwadi program. In addition, the Company has also provided Rs.543 Crore as contribution to District Mineral Foundation which will be utilized for the interest and benefit of the persons and areas affected by mining related operations, which is also quasi CSR. Details of the same are provided in Annexure 5.

For details on existing CSR projects, please refer to page 52 to 57 of ‘Business Review’, which forms a part of this Annual Report.

VIII. DIRECTORS

During the year under review, following changes took place in the Board of Directors of your Company. Ms. Reena Sinha Puri, Ms. Farida M Naik and Mr. Nikunja Bihari Dhal were appointed as Directors on the Board, while Mr. Akhilesh Joshi, Ms. Sujata Prasad, Mr. Sudhaker Shukla and Mr. Nikunja Bihari Dhal ceased to be directors during the year.

IX. MANAGEMENT DISCUSSION AND ANALYSIS

The Business Review section of this Annual Report gives a detailed account of your Company’s operations and the market in which it operates, including its initiatives in areas such as human resources, sustainability and risk management.

X. CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under section 134 and 135 of the Companies Act 2013 are annexed to this report or covered in the Corporate Governance Report, such as Related Party Transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level committees; Annual Report on CSR.

XI. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule 3 to the act, have been followed and there are no material departures in the same.

ii. The Directors have selected such accounting policies, applied them consistently and made judgements & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ‘Going Concern’ basis.

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

vi. 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

XII. AUDITORS

The Company had appointed M/s. SR Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2017. The Notes to financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification or reservation. The only adverse remark is for not fulfilling the criteria of adequate number of Independent Directors which is expected to be complied soon and not having a Woman Director for part of the year.

Pursuant to the orders issued by the Central Government under section 148 of The Companies Act, 2013, the Board has appointed M/s K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products and M/s V M & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial audit of the Company.

As per provisions of Section 136 of the Companies Act, 2013, the Annual Report including the Audited Accounts for the year will be sent to all the Shareholders.

XIII. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request. Further the details are also available on the Company’s website: www.hzlindia.com.

XIV. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and the employees’ unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra, Jharkhand and Uttarakhand; and the bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Sunil Duggal A R Narayanaswamy

CEO & Whole-time Director Director

Place: Mumbai

Date: April 20, 2017

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Mar 31, 2015

Dear Members

In the golden jubilee year of the Company''s operations, the Directors are pleased to inform that Hindustan Zinc has achieved new performance benchmarks and delivered the highest ever operating profit, net profit and mined metal output.

Presenting the 49th Annual Report, together with the statement of Audited Financial Statements for the year ended March 31, 2015, the Company''s performance is summarized below:

Financial Highlights (Rs. in Crore)

FY 2015 FY 2014

Total Revenues (including other income) 17,609 15,535

Profit before depreciation, interest and tax 10,238 8,799

Less: Interest 24 45

Less: Depreciation and amortization expense 644 785

Profit before tax 9,570 7,970

Net tax expense / (benefit) 1,392 1,065

Profit for the year 8,178 6,905

Earnings per equity share, Rs. 19.35 16.34

Dividend

The Board of Directors has recommended a final dividend of 125%, i.e. Rs. 2.50 per share on equity share of Rs. 2 each, subject to the approval of shareholders. This takes the total dividend for FY 2015 to 220%, i.e., Rs. 4.40 per share, which is the highest ever proposed by the Company. The total outgo on account of dividend, including tax on dividend, will be Rs. 2,207 Crore during FY 2015, as against Rs. 1,730 Crore in FY 2014.

Corporate Governance and Business Responsibility Report

As a listed company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under section 134 and 135 of the Companies Act 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo; extract of annual return; constitution of various Board level committees; CSR Policy and initiatives taken during the year; Board evaluation; remuneration of the Managerial Personnel; Secretarial Audit report etc.

Directors'' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

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

iv. The Directors had prepared the annual accounts on a ''Going Concern'' basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

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

Auditors

The Company had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2015. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting and being eligible, they have offered themselves for reappointment. The Directors propose their reappointment.

Pursuant to the orders issued by the Central Government under section 148 of The Companies Act, 2013, the Board of Directors of the Company has appointed M/s K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products.

M/s. V. M. & Associates, Company Secretary in practice was appointed as Secretarial Auditor of the Company

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Acknowledgments

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and the employees'' unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra, Jharkhand and Uttarakhand; and the bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Akhilesh Joshi A R Narayanaswamy

CEO & Whole-time Director Director

Place: Mumbai Date : April 20, 2015

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 47th Annual Report, together with the statement of Audited Financial Statements for the financial year ended March 31, 2013.

FINANCIAL RESULTS AND DIVIDEND

(Rs. Crores) FY 2013 FY 2012

Total Revenues (including 14,731.99 12,948.14 Other Income)

Profit before depreciation, 8,496.26 7,569.16 interest and tax

Less: Interest 29.10 13.95

Less: Depreciation and 647.04 610.67 amortisation expense

Profit before tax 7,820.12 6,944.54

Taxation 920.64 1,418.50

Profit for the Year 6,899.48 5,526.04

Earnings per equity share, Rs. 16.33 13.08

DIVIDEND

The Board of Directors has recommended a final dividend of 75%, i.e., Rs. 1.50 per share on equity share of Rs. 2.00 each subject to the approval of shareholders. This takes the total dividend for FY 2013 to 155%, i.e., Rs. 3.10 per share, which is the highest ever proposed by the Company. The total outgo on account of dividend, including tax on dividend, will be Rs. 1,527 Crores during FY 2013, as against Rs. 1,179 Crores in FY 2012.

PERFORMANCE REVIEW

We reported net revenue from operations of Rs. 12,700 Crores, an increase of 11% compared to FY 2012. The increase was primarily on account of increased silver sales and INR depreciation, partially offset by lower metal prices. The Company achieved profit before depreciation, interest and tax (PBDIT) of Rs. 8,496 Crores in FY 2013, up 12%, benefiting from higher sales and other income, partially offset by higher operating costs.

Mined metal production during the year was 870,200 MT compared to 830,432 MT in the previous year. The higher mined metal production was primarily due to higher output at Rampura Agucha.

Integrated refined zinc production this year was 659,971 MT, compared to 752,265 MT in FY 2012. The decline in zinc metal production was mainly on account of uneven distribution of mined metal production during the year with the second half much stronger than the first half, as per the mine plan. We addressed it by selling 61,097 MT of zinc mined metal in the second half. The total refined zinc production was 676,921 MT in FY 2013, compared to 758,716 MT in FY 2012.

We performed extremely well in total refined lead and silver production, which are the highest ever at 124,816 MT and 408 MT - up 26% and 69% - respectively. Of this, integrated refined lead production was 106,753 MT and integrated silver production was 322 MT, up 20% and 36%, respectively. Production of refined lead and silver was boosted significantly by higher contribution from Sindesar Khurd mine and full year of production at Dariba lead smelter and the new refineries in the state of Uttarakhand.

Our generation from captive power plants in FY 2013 declined by 2% to 3,363 million units, compared to that in FY 2012. Our wind power generation was up 52% at 511 million units, compared to that in FY 2012, boosted by addition of new wind mills.

SUCCESS IN EXPLORATION

Mineral exploration is a key component of our growth strategy. We are actively pursuing brownfield and greenfield exploration. We have added 24.6 million MT to our reserves & resources this year, prior to a depletion of 8.6 million MT during the period. In the same vein, our contained gross zinc-lead metal has increased by 1.0 million MT, prior to a depletion of 0.9 million MT during the period. Total reserves & resources, on March 31, 2013, were 348.3 million MT containing 35.1 million MT of zinc-lead metal and 909.6 million ounces of silver.

Our exploration activities have maintained our mine life of over 25 years

ZAWAR MINES

Operations at three of the four mines comprising the Zawar mine complex had been suspended since early 2010, pending forest clearance. In January 2013, we obtained an ''in-principle'' approval for forest diversion from Ministry of Environment and Forest (MoEF) and production is now being ramped up to its full capacity.

VIZAG ZINC SMELTER

The operations at Vizag Zinc Smelter have been suspended since February 2012. Considering the environment limitations, large urbanisation around the smelting complex and the viability of continuing operations, we are evaluating all options related to the smelter.

SALES

The zinc refined metal sales in the domestic market during the year were 447,877 MT, while export sales accounted for 227,081 MT. Besides, we exported zinc mined metal of 61,097 MT in FY 2013. Lead metal sales in the domestic market during the year were 114,471 MT, with the export sales accounting for 2,974 MT. Silver sales were 374 MT in FY 2013, all in the domestic market.

FINANCIAL PERFORMANCE

The Company reported record profits of Rs. 6,899 Crores for the year, up 25% from the previous year. This was primarily on account of higher sales and other income, partially offset by higher operating costs.

The Company''s financial performance has been discussed in detail in ''Management Discussion and Analysis'', which forms a part of this Annual Report.

PROJECTS

During the year, we announced our plan for next phase of growth to position the Company to deliver superior performance in future. Based on long-term evaluation of assets and in consultation with mining experts, this growth plan will involve sinking of underground shafts and developing underground mines. These growth projects will result in an increase in mined metal production capacity from 1.0 million MT per annum to 1.2 million MT per annum. The growth plan includes:

- Development of 3.75 million MT per annum underground mine at Rampura Agucha

- Expansion of Kayad mine, an extension of Rampura Agucha block to 1.0 million MT per annum,

- Expansion of Sindesar Khurd mine from 2.0 million MT per annum to 3.75 million MT per annum

- Expansion of Rajpura Dariba mine from 0.9 million MT per annum to 1.2 million MT per annum

- Expand Zawar Mine from 1.2 million MT per annum to 5.0 million MT per annum

- Development of 0.5 million MT per annum underground mine at Bamnia Kalan, an extension of Sindesar Khurd block

The mines will be developed using best-in-class technology and equipment and in consultation with leading global mine experts, ensuring the highest level of productivity at the lowest cost. The projects will be completed in six years. The benefits of expansion projects will start flowing in from the third year, even as projects will continue till FY 2019. Annual capital expenditures for these projects will average US$ 250 million a year over the next six years.

CONTRIBUTION TO THE EXCHEQUER

Your Company has contributed Rs. 3,916 Crores, in terms of royalties, taxes and duties to the exchequer, an increase of 23% from last year.

DIRECTORS

During the year under review, following changes took place in the Board of Directors of your Company. Mr. Durga Shanker Mishra and Mr. Naresh Kumar were appointed as Directors and Mr. R. K. Malhotra and Mr. Naresh Kumar ceased to be directors. Mr. Navin Agarwal and Ms. Anjali Anand Srivastava retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. None of the retiring Directors hold any shares in the Company. Your Directors recommend their reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed account of your Company''s operations and the market in which it operates, including its initiatives to expand its business and in areas, such as human resources and risk management, forms a part of this Annual Report.

CORPORATE GOVERNANCE & BUSINESS RESPONSIBILITY REPORT

Your Company is a part of Vedanta Group and conforms to norms of Corporate Governance adopted by them. As a listed Company, necessary measures are taken to comply with the listing agreements of the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from Statutory Auditors, also forms part of this report. Further Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective also forms a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of Annual Financial Statements, applicable accounting standards have been followed, along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2013, and the Company''s profit for the year ending on that date.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the Company''s assets and for detecting and preventing frauds and other irregularities

iv. The Directors have prepared the Annual Financial Statements on a ''Going Concern'' basis.

AUDITORS

Your Company had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company to conduct audit of Financial Statements for the year ended March 31, 2013. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting and being eligible, they have offered themselves for reappointment. Your Directors propose their reappointment.

Pursuant to the orders issued by the Central Government under section 233B of The Companies Act, 1956, the Board of Directors of your Company has appointed M/s K G Goyal & Co. Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for all its products.

PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217 (1) (e) of the Companies Act, 1956, and rules made therein, the particulars of technology absorption and foreign exchange earnings and outgo are given in Annexure I, which is attached and forms a part of this report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Sub-Section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the Company''s registered office for a copy of the same.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and the employees'' unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra, Jharkhand and Uttarakhand; and the bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Akhilesh Joshi A. R. Narayanaswamy

CEO & Whole-time Director Director

Place: Mumbai

Date: April 25, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the 46th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2012.

FINANCILA RESULTS AND DIVIDEND (Rs Crores) FY2012 FY2011

Total Revenue (including Other 12,948.14 10,905.19 Income)

Profit before depreciation, 7,569.16 6,452.57 interest and tax

Less: Interest 13.95 18.28

Less: Depreciation 610.67 474.74

Profit before tax 6,944.54 5,959.55

Less: Taxation (1,418.50) (1,059.06)

Net Profit for the year 5,526.04 4,900.49

Earnings per equity share 13.08 11.60

DIVIDEND

The Board of Directors has recommended a final dividend of 45%, i.e., Rs 0.90 per share on equity share of Rs 2.00 each. This takes the total dividend for FY2012 to 120%, i.e., Rs 2.40 per share, which is the highest ever dividend proposed by the Company. The total outgo on account of dividend including tax on dividend will be Rs 1,179 Crores during FY2012 as compared to Rs 491 Crores in FY2011.

PERFORMANCE REVIEW

We reported revenues and PBDIT of Rs 11,405 Crores and Rs 7,569 Crores; up 14% and 17% compared to FY2011. Strong volume growth, operational efficiencies and improved price realisation for Silver drove this growth.

This year overall mined metal production was 830,432 tonnes compared to 840,053 tonnes in the previous year. The marginal decline was due to a temporary decline in ore grade at Rampura Agucha mine, partially offset by higher metal recoveries across all mines and increased production at Sindesar Khurd mine, which ramped-up to 80% utilisation in Q4 FY2012.

Refined Zinc production this year was 758,716 tonnes- up 6% compared to FY2011. This was primarily on account of higher utilisation of new generation smelters in Rajasthan, partially offset by ramp-down of Vizag smelter during the fourth quarter. We performed extremely well in refined Lead and Silver production, which is the highest ever at 98,724 tonnes and 242 tonnes - up 56% and 35% respectively. Production of refined Lead and Silver was boosted significantly by the ramp up of Sindesar Khurd mine and commissioning & ramp-up of Dariba Lead smelter and the new Silver refinery.

To add to our performance metrics, our captive power plants too increased generation by 21% to 3,401.7 Million units, compared to FY2011. Our wind power generation capacity went up from 171MW to 274MW and its power generation was up 67% at 335.7 Million units, compared to FY2011.

SUCCESS IN EXPLORATION

Driving our growth, be it in the past, present or future, is the expansion of reserves and resources. For this, we are continuously pursuing brownfield and greenfield exploration. We have added 27.10 Million tonnes to our reserves and resources this year, prior to a depletion of 8.04 Million tonnes during the period. In the same vein, our contained net Zinc-Lead metal has increased by 1.2 Million tonnes, prior to a depletion of 0.83 Million tonnes during the period. Contained net Silver has increased to 912 Million ounces from 885 Million ounces last year. Total reserves and resources at March 31, 2012 were 332.30 Million tonnes containing 35 Million tonnes of Zinc-Lead metal and 912 Million ounces of Silver.

RENEWAL OF ZAWARLEASE

The renewal of the mining lease for Zawar group of mines was applied on November 25, 2008. As a part of the mining lease was falling on the forest land, approval from the Forest department for diversion of the land was required. In view of the honourable Supreme Court's order dated February 19, 2010, regarding mining in Aravali Hills of Rajasthan, forest clearance was kept pending. Company had represented the matter at various forums and also filed a writ in the Supreme Court. The Forest Advisory Committee (FAC) has already submitted its recommendation to the Supreme Court. All other approvals, as are required for renewal of the mining lease, are in place. Now the matter is pending in the Supreme Court, awaiting final hearing.

SALES

The Zinc metal sales in the domestic market during the year were 438,171 tonnes, while export sales accounted for 320,328 tonnes. Lead metal sales in the domestic market during the year were 74,713 tonnes, with the export sales accounting for 16,988 tonnes.

FINANCIAL PERFORMANCE

The Company reported net profits of Rs 5,526 Crores during the year, up 13% compared to the previous year. This was primarily on account of higher sales volumes, improved price realisations for Silver, rupee depreciation, higher investment income and enhanced operational efficiencies.

The Company's financial performance has been discussed in detail in 'Management Discussion and Analysis' which forms a part of this Annual Report.

PROJECTS

Our well thought-out rollouts have imparted a new growth momentum to our enterprise:

- Ramped-up Sindesar Khurd mine to 2.0 mtpa capacity

- Commissioned the 100 ktpa Lead smelter at Dariba, increasing Lead production capacity to 185 ktpa

- Commissioned the new Silver refinery, increasing Silver refining capacity to over 500 tpa

- Commenced underground mine development work at Rampura Agucha mine and greenfield Kayar mine

- Commissioned 102MW expansion in wind power, increasing total wind power generation capacity to around 274MW

CONTRIBUTION TO THE EXCHEQUER

Your Company has contributed Rs 3,187 Crores in terms of taxes and duties to the exchequer.

DIRECTORS

During the year under review, following changes took place in the Board of Directors of your Company. Mr. Rajib Sekhar Sahoo and Ms Shaukat Ara Tirmizi were appointed as Independent Directors by the Government of India on the Board of the Company w.e.f. October 25, 2011. Mr. Akhilesh Joshi, on completion of his tenure as Chief Operating Officer and Whole- time Director on January 31, 2011 was appointed as Chief Executive Officer and Whole-time Director of the Company w.e.f.

February 1, 2012. Mr. Agnivesh Agarwal and Mr. R K Malhotra retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. None of the retiring Directors hold any shares in the Company. Your Directors recommend their reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company and the market in which it operates, including initiatives taken by the Company to expand its business and in areas such as human resources, and risk management, forms a part of this Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

DIRECTOR'S REPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

i. In the preparation of Annual Financial Statements, applicable accounting standards have been followed along with proper explanation relating to material departures, if any

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31, 2012 and of the profit of the Company for that year

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and, for detecting and preventing fraud and other irregularities

iv. The Directors have prepared the Annual Financial Statements, on a 'Going Concern' basis

AUDITORS

Your Company had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company for the conduct of audit of Financial Statements for the year ended March 31, 2012. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting, and being eligible, they offer themselves for reappointment. Your Directors propose their reappointment.

AUDITORS' QUALIFICATION ON FINANCIAL STATEMENTS

Notes to the Financial Statements, as referred to in the Auditors Report are self-explanatory and a practice consistently followed, and therefore do not call for any further comments and explanations.

PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217 (1) (e) of the Companies Act, 1956 and rules made therein, the particulars of technology absorption and foreign exchange earnings and outgo are given in Annexure I, which is attached and forms a part of this report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in the Annexure to the Directors Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956 the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company for a copy of the same.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation of the contribution made by the employees and employees' unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Tamil Nadu, Maharashtra, Jharkhand and Uttarakhand; bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.



For and on behalf of the Board of Directors

Akhilesh Joshi A R Narayanaswamy

CEO & Whole-time Director Director

Place: Mumbai

Date: April 19, 2012

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Mar 31, 2011

The Directors have pleasure in presenting the 45th Annual Report together with the statement of Audited Accounts for the fnancial year ended 31 March 2011.

Financial Results and Dividend

(Rs. Crores) FY 2011 FY 2010

Total Revenue 10,891.35 8,734.65

Profit before depreciation, interest and tax 6,453.69 5,392.28

Less: Interest 19.40 43.92

Less: Depreciation 474.74 334.25

Profit before tax 5,959.55 5,014.11

Taxation 1,059.06 972.70

Net Profit for the year 4,900.49 4,04141

Add: Balance brought forward from the previous year 9,895.06 6,649.28

Amount available for appropriation 14,795.55 10,690.69

Appropriation

General Reserve 500.00 500.00 (a) Proposed dividend on equity shares 491.08 295.63 (including corporate tax thereon)

Balance carried forward to next year 13,804.47 9,895.06

Share Capital and Dividend

During the year under review, the authorised share capital of the Company was increased from Rs. 500 Crores to Rs. 1,000 Crores. The existing equity share of Rs. 10/- each was sub-divided into 5 equity shares of Rs. 2/- each, and bonus shares in the ratio of 1:1 (post split) were issued to all the shareholders of the Company. After issue of the Bonus shares, the paid up capital of the Company has increased from Rs. 422.53 Crores to Rs. 845.06 Crores.

The Board of Directors has recommended dividend of 50%, i.e., Rs. 1 per equity share of Rs. 2/- each on the increased capital after issue of Bonus shares for the year 2010-11. The total outgo on account of dividend including tax on dividend will be Rs. 491 Crores during FY 2011 as compared to Rs. 296 Crores in FY 2010.

Performance Review

FY 2011 has been remarkable in terms of volume growth and capacity additions. We have successfully commissioned our 1.50 mtpa concentrator at Sindesar Khurd. It is ramping up well and is expected to achieve its rated capacity in FY 2012. The 100 ktpa Lead smelter at Dariba is expected to commission by Q1 FY 2012, post which our Zinc-Lead metal production capacity will increase to 1,064 ktpa.

Driven by significant volume ramp-ups during the year, the Company recorded its highest ever Zinc-Lead mined metal production of 840,053 tonnes, up by 9% compared to the previous year.

Refined Zinc metal production was highest ever at 712,471 tonnes in FY 2011, up by 23% compared to the previous year.

Refned Lead metal production was 12% lower at 63,192 tonnes in FY 2011, compared to the previous year.

Refned Silver production for the year was higher at 179,079 kg, compared to the previous year.

Exploration

Ongoing exploration activities have yielded significant success with an increase of 22.1 million tonnes to the reserves and resources, prior to a depletion of 7.5 million tonnes in FY 2011. Contained Zinc-Lead metal has increased by 1.4 million tonnes, prior to a depletion of 0.84 million tonnes during the same period. Contained Silver has increased to 885 million ounces from 832.8 million ounces last year. Total reserves and resources as at 31 March 2011 were 313.2 million tonnes containing 34.7 million tonnes of Zinc-Lead metal and 885 million ounces of Silver. The reserves and resources position has been independently reviewed and certified as per the JORC standard.

Renewal of Mining Lease

The renewal of the mining lease for Zawar group of mines was applied on 25 November 2008. As a part of the mining lease was falling on the forest land, approval from the Forest department for diversion of the land was required. In view of the honorable Supreme Courts order dated 19 February 2010, regarding mining in Aravali Hills of Rajasthan, forest clearance was kept pending. Company had represented the matter at various forums and also fled a writ in the Supreme Court. The Forest Advisory Committee (FAC) has already submitted its recommendation to the Supreme Court. All other approvals, as are required for renewal of the mining lease, are in place. Now the matter is pending in the Supreme Court, awaiting final hearing.

Sales

Zinc metal sales in the domestic market during the year were 411,617 tonnes, while export sales accounted for 300,986 tonnes. Lead metal sales in the domestic market during the year were 57,204 tonnes, with the export sales accounting for 25 tonnes. Sales during the year were augmented by sale of 65,957 Dry Metric Tonnes (DMT) of surplus Zinc concentrate and 38,457 DMT of surplus Lead concentrate.

Financial Performance

The Company reported Net profits of Rs. 4,901 Crores during the year, up by 21% compared to the previous year. This was primarily on account of higher volumes, increased LME prices and improved operational efficiencies.

The Companys financial performance has been discussed in detail in the chapter on Management Discussion and Analysis which forms a part of this Annual Report.

Projects

The current fiscal has witnessed successful commissioning of the 1.50 mtpa concentrator at Sindesar Khurd. We have also added 160 MW (80X2) captive power generation capacity at Dariba, during the year.

The pace of volume ramp up at Sindesar Khurd has been accelerated with the commissioning of the 1.50 mtpa concentrator. The concentrator had already achieved a production level of around 85% of the capacity, as we exited the year. Our Silver production capacity is expected to leap to 500 tonnes by the end of FY 2012, on the back of volume ramp up at Sindesar Khurd & Rampura Agucha and various recovery improvement measures.

After the commissioning of the 100 ktpa Lead Smelter, the Company will cross the one million tonne landmark in metal production capacity.

We have also announced an addition of 150 MW in our existing 123.2 MW wind power capacity. Of this 47.7 MW has been commissioned in March 2011. The balance is expected to get commissioned towards the end of Q2 of FY 2012.

Our existing portfolio of assets continues to deliver superior performance; and we continue to pursue further organic/ inorganic growth opportunities.

Contribution to the Exchequer

Your Company has contributed Rs. 2,602 Crores in terms of taxes and duties to the exchequer.

Directors

During the year under review, following changes took place in the Board of Directors of your Company. Mr. R. K. Malhotra and Ms. Anjali Anand Srivastava were nominated as Directors on the Board in place of Ms. Ajita Bajpai Pande and Mr. S. K. Mittal. Further Mr. M. S. Mehta ceased to be director on the board of the Company w.e.f. 30 June 2010.

Mr. A. R. Narayanswamy and Mr. Navin Agarwal retire by rotation and being eligible; ofer themselves for reappointment at the ensuing Annual General meeting. None of the retiring directors hold any shares in the Company. Your Directors recommend their reappointment.

Management Discussion and Analysis

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company and the market in which it operates, including initiative taken by the Company to expand its business and in areas such as human resources, and risk management, forms a part of this Annual Report.

Corporate Governance

Report on Corporate Governance along with a certifcate from the auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Group

The Agarwal Group being a group defned under the Monopolies and Restrictive Trade Practices Act, 1969, controls the Company.

A list of its group entities is given below:

Sr. No. Name of the Group Companies

1. Volcan Investments Limited

2. Vedanta Resources Plc.

3. Vedanta Resources Holding Limited

4. Vedanta Resources Jersey Limited

5. Vedanta Resources Jersey II Limited

6. Vedanta Resources (Jersey) Limited

7. Vedanta Resources Investments Limited

8. Vedanta Jersey Investments Limited

9. Bharat Aluminum Company Limited

10. Copper Mines of Tasmania Pty Limited

11. Fujariah Gold

12. The Madras Aluminium Company Limited

13. Monte Cello BV

14. Monte Cello Corporation NV

15. Konkola Copper Mines PLC

16. Sterlite Energy Limited

17. Sesa Goa Limited

18. Sesa Industries Limited

19. V S Dempo Private Limited

20. Dempo Mining Corporation Private Limited

21. Sterlite Industries (India) Limited

22. Sterlite Opportunities and Venture Limited

23. Sterlite Infra Limited

24. Thalanga Copper Mines Pty Limited

25. Twin Star Holding Limited

26. Vedanta Aluminium Limited

27. Richter Holding Limited

28. Westglobe Limited

29. Finsider International Company Limited

30. Vedanta Resources Finance Limited

31. Vedanta Resources Cyprus Limited

32. Welter Trading Limited

33. Lakomasko BV

34. THL Zinc Ventures Limited - Former THL KCM Limited

35. Twinstar Energy Holdings Limited - Former THL Aluminium

36. THL Zinc Limited - Former KCM Holdings Limited

37. Sterlite (USA) Inc.

38. Talwandi Sabo Power Limited

39. Allied Port Services Pvt. Ltd.

40. Konkola Resources Plc

41. Vizag General Cargo Berth Pvt. Limited

42. Twin Star Mauritius Holding Limited

43. Vedanta Namibia Holdings Limited

44. Skorpoin Zinc (Pty) Limited

45. Namzinc (Pty) Limited

46. Skorpion Mining Company (Pty) Limited

47. Amica Guesthouse (Pty) Ltd.

48. Rosh Pinah healthcare (Pty) Ltd.

49. Black Mountain Mining (Pty) Ltd.

50. THL Zinc Holding BV - Former Labaume BV

51. Lisheen Mine Partnership

52. THL Zinc Holding Cooperative U.A.

53. Pecvest 17 Pvt. Ltd.

54. Vedanta Lisheen Finance Limited

55. Vedanta Base Metals (Ireland) Limited

56. Vedanta Lisheen Mining Limited

57. Killoran Lisheen Mining Limited

58. Killoran Lisheen Finace Limited

59. Lisheen Milling Limited

60. Killoran Concentrates Limited

61. Killoran Lisheen Limited

62. Killoran Lisheen Holdings Limited

63. Azela Limited

64. Paradip Port Services Pvt. Limited

65. MALCO Power Company Limited

66. Malco Industries Limited

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confrm that:

i. In the preparation of Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31 March 2011 and of the profit of the Company for that year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and, for detecting and preventing fraud and other irregularities.

iv The Directors have prepared the Annual Accounts on a Going Concern basis.

Auditors

Your Company had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors of the Company for the conduct of audit of accounts for the year ended 31 March 2011. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting (AGM), and being eligible, they offer themselves for reappointment. Your Directors propose their reappointment.

Auditors Qualification on Accounts

Notes to the accounts, as referred to in the Auditors Report are self-explanatory and a practice consistently followed, and therefore do not call for any further comments and explanations.

Particulars of Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956 and rules made therein, the particulars of technology absorption and foreign exchange earnings and outgo are given in Annexure I, which is attached and forms a part of this report.

Particulars of Employees

As required by the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in the Annexure to the Directors Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956 the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company for a copy of the same.

Acknowledgements

The Board of Directors places on record its sincere appreciation of the contribution made by the employees, employees unions in the success of the Company. The Directors also sincerely thank the Central Government and the State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka, Jharkhand and Uttaranchal; bankers, auditors, vendors, customers and the shareholders of the Company for their continued support. For and on behalf of the Board of Directors

Akhilesh Joshi A. R. Narayanswamy CEO & Whole-time Director Director

Place : Mumbai Date : April 21, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 44th Annual Report together with the statement of Audited Accounts for the financial year ended 31 March 2010.

Financial Results and Dividend

(RsCrore) FY2010 FY2009

Total Revenue 8,739.17 6,611.50

Profit before depreciation, interest,

tax and amortization 5,392.28 3,66539

Less: Interest 43.92 21.88

Gross Profit 5,348.36 3,64351

Less: Depreciation and amortization 334.25 285.27

Taxation 972.70 630.63

Net Profit for the year 4,041.41 2,727.61

Add:Balance brought forward

from the previous year 6,649.28 4,619.41

Amount available for appropriation 10,690.69 7,347.02

Appropriation:

General Reserve 500 500

(a) Proposedfinal dividend on equity

shares 295.63 19774

(including corporate tax thereon)

Balance carried forward to next year 9,895.06 6,649.28

Dividend

The Board of your Company has recommended dividend of 60% i.e. Rs 6 per equity share of face value of Rs 10 each. The total outgo on account of dividend including tax on dividend will be Rs 296 Crore during FY 2010 as compared to Rs 198 Crore in FY 2009. The record date for the payment of final dividend will be 23 July 2010.

Performance Review

During FY 2010, the Company recorded its highest ever mined and refined metal production of 768,620 tonnes and 650,038 tonnes respectively of Zinc & Lead, up 4.5% and 5.3% respectively, compared to FY 2009. The Company also recorded its ever highest Silver production at 176,381 kilograms, an increase of 33.9%, compared to the previous year. The year also witnessed successful commissioning of the 210 ktpa zinc smelter at Dariba and 1 mtpa concentrator at Rampura Agucha, around a quarter ahead of schedule.

Exploration

Ongoing exploration activities have yielded significant success with an increase of 33.7 million tonnes to the reserves and resources, prior to a depletion of 7.1 million tonnes in FY 2010. Contained zinc-lead metal has increased by 3.4 million tonnes, prior to a depletion of 0.8 million tonnes during the same period. Total reserves and resources at 31 March 2010 were 298.6 million tonnes containing 34.1 million tonnes of zinc-lead metal. The reserves and resources position has been independently reviewed and certified as per the JORC standard.

Renewal of Mining lease

The renewal of the mining lease for Zawar group of mines was applied on 25 November 2008. As part of the mining lease was falling on the forest land, approval from the Forest department for diversion of the land is pending. Company has represented the matter in the Supreme Court. On receipt of the Forest Advisory Committee (FAC) approval, mining lease will be renewed.

Sales

Company sold 386,000 tonnes of zinc metal in the domestic market, while export accounted for 192,000 tonnes. Sale of Lead metal in the domestic market was 51,000 tonnes, while the export sale accounted for 13,500 tonnes. Company also sold 223,500 Dry Metric Tonnes (DMT) of surplus zinc concentrate and 30,900 DMT of surplus lead concentrate in FY 2010.

Financial Performance

Profit during the year was Rs 4,041.41 Crore, higher by 48% compared to the previous year. This was primarily on account of higher volumes, increased LME prices and improved operational efficiencies.

The Companys financial performance has been discussed in detail in the chapter on Management Discussion and Analysis which forms a part of this Annual Report.

Long Term Wage Settlement

The long term wage settlement expired on 30 June 2007. The new wage settlement was signed with Hindustan Zinc Workers Federation on 13 November 2009 for a period of five years effective 1 July 2007. The salient features of the same are:

- 100% neutralization of Dearness Allowance (DA)

- 26% increase on Cost To Company (CTC).

Projects

During the year, the Company successfully commissioned its 210 ktpa Hydro Zinc smelter at Dariba and 1 mtpa concentrator at Rampura Agucha, around three months ahead of schedule. Consequently, the total zinc-lead metal production capacity has increased to 964 ktpa. The work at the 100 ktpa lead smelter and the 160 MW CPP at Dariba, is progressing well for scheduled completion in Q2 FY2011. The Sindesar Khurd mine project is also on schedule for progressive expansion to 1.50 mtpa. Post completion of the 100 ktpa lead smelter, the Company will become the largest integrated Zinc-Lead producer in the world, having metal production capacity of 1,064 ktpa. We will also progressively increase our Silver production from the current levels of 180 tonnes per annum to a level of approximately 500 tonnes per annum.

Contribution to the Exchequer

Your Company has contributed Rs 1,889 Crore in terms of taxes and duties to the exchequer.

Directors

Mr Bhupal Nanda, Director Ministry of Mines was nominated as Director on the Board in place of Mr G Srinivas, w.e.f. 19 October 2009 by the Government of India.

Mr Agnivesh Agarwal and Ms Ajita Bajpai Pande retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting. None of the retiring directors hold any shares in the Company. Your Directors recommend their reappointment.

Management Discussion and Analysis

The Management Discussion and Analysis Report, which gives a detailed account of operations of your Company and the market in which it operates, including initiative taken by the Company to expand its business and in areas such as human resources, and risk management, forms a part of this Annual Report.

Corporate Governance

A Report on Corporate Governance along with a certificate from the auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Group

The Agarwal Group being a group defined under the Monopolies and Restrictive Trade Practices Act, 1969, controls the Company.

A list of its group entities is given below:

Sr. No Name of Group Companies

1. Volcan Investments Limited, Bahamas

2. Vedanta Resources Plc, United Kingdom

3. Vedanta Finance jersey Limited, Jersey

4. Vedanta Resources Holdings Limited, United Kingdom

5. Twinstar Holdings Limited, Mauritius

6. WelterTrading Limited, Cyprus

7. Vedanta Resources Finance Limited, United Kingdom

8. Vedanta Resources Cyprus Limited, Cyprus

9. Richter Holding Limited, Cyprus

10. Westglobe Limited, Mauritius

11. Finsider International Company Limited, United Kingdom

12. Sesa Goa Limited, India

13. Sesa Industries Limited, India

14. Konkola Copper Mines Plc, Zambia

15. Vedanta Aluminium Limited, India

16. The Madras Aluminium Company Limited 17 Sterlite Infra Limited, India

18. Sterlite Opportunities and Ventures Limited, India

19. Talwandi Saboo Power Limited, India

20. Hindustan Zinc Limited, India

21. Bharat Aluminium Company Limited, India

22. THLKCM Limited, Mauritius

23. KCM Holdings Limited, Mauritius

24. Vedanta Resources Investments Limited, United Kingdom

25. THL Aluminium Limited, Mauritius

26. Monte Cello BV, Netherlands 27 Sterlite Energy Limited, India

28. Copper Mines of Tasmania Pty Ltd, Australia

29. Sterlite (USA) Inc., USA

30. Fujairah Gold FZE, UAE

31. Thalanga Copper Mines Pty Ltd., Australia

32. Monte Cello NV, Netherlands Antilles

33. Anil Agarwal Discretionary Trust, Bahamas

34. Onclave PTC Limited, Bahamas

35. Lakomasko BV, Netherlands

36. Vedanta Jersey Investments Limited, Jersey

37. Vedanta Resources Jersey Limited, Jersey

38. Vedanta Resources Jersey 2 Limited, Jersey

39. V S Dempo & Co. Private Limited, India

40. Dempo Mining Corporation Private Limited, India

41. Goa Maritime Private Limited, India

42. Vizag General Cargo Berth Private Limited, India

43. Allied Port Services Private Limited, India

44. MALCO Industries Limited, India

45. MALCO Power Company Limited, India 46. Mr Anil Agarwal

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31 March 2010 and of the profit of the Company for that year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and, for detecting and preventing fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts, on a Going Concern basis.

Auditors

Your Company had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors of the Company for the conduct of audit of accounts for the year ended 31 March 2010. Theirterm of appointment expires at the conclusion of the forthcoming Annual General Meeting (AGM), and being eligible, they offer themselves for reappointment. Your Directors propose their reappointment.

Auditors Qualification on Accounts

Notes to the accounts, as referred to in the Auditors Report are self-explanatory and a practice consistently followed, and therefore do not call for any further comments and explanations.

Particulars of Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217 (1) (e) of the Companies Act, 1956 and rules made therein, the particulars of technology absorption and foreign exchange earnings and outgo are given in Annexure I, which is attached and forms a part of this report.

Particulars of Employees

As required by the provisions of Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in the Annexure to the Directors Report. However, as per provisions of Section 219 (l)(b)(iv) of the Companies Act, 1956 the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder, interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company for a copy of the same.

Acknowledgements

The Board of Directors places on record its sincere appreciation of the contribution made by the employees, employee unions in the success of the Company. The Directors also sincerely thank the Central Government and The State Governments of Rajasthan, Andhra Pradesh, Gujarat, Karnataka jharkhand and Uttaranchal; bankers, auditors, vendors, customers and the shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

M.S. Mehta Akhilesh joshi

Whole-time Director CO & Whole-time Director

Place: Mumbai

Date: May 4,2010