BOARD’S REPORT

Dear Members,

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

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

Financial Results:

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

Operational Review:

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

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

Change in the Nature of the Business, if any:

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

Dividend Distribution Policy:

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

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

Dividend:

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

Changes in Share Capital:

1. Authorised Capital:

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

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

2. Paid-Up Capital:

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

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

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

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

Material Changes and Commitments:

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

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

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

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

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

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

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

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

• All other Incentives as per T-IDEA

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

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

Initial Public Offer (IPO) of Equity Shares:

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

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

Preferential Issue:

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

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

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

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

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

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

Credit Ratings:

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

Audit Reports and Auditors:

1. Statutory Auditor and Statutory Auditor Report:

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

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

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

2. Cost Auditor and Cost Auditor Report:

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

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

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

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

3. Secretarial Auditor and Secretarial Audit Report:

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

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

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

4. Internal Auditor and Internal Audit Report:

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

5. Reporting of Frauds by Auditors:

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

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

1. Retirement by Rotation:

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

2. Appointment of Independent Directors:

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

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

3. Resignation of Director:

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

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

4. Key Managerial Personnel:

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

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

Meeting of Independent Directors:

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

Declaration Given by Independent Directors:

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

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

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

Familiarization Programmes for Independent Directors:

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

Details of Subsidiaries, Associates and Joint Ventures:

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

Secretarial Standards:

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

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

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

Quality and Systems:

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

Code Of Conduct:

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

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

Annual Return:

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

Deposits:

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

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

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

Number of Board Meetings Held During the year:

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

Board Evaluation:

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

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

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

Meeting of Independent Directors

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

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

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

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

All the Independent Directors were present at the Meeting.

Directors’ Responsibility Statement:

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

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

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

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

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

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

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

Corporate Governance Report:

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

Management Discussion and Analysis Report (MD&AR):

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

Business Responsibility and Sustainability Report
(BRSR):

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

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

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

Company’s Policies:

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

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

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

Particulars of Employees:

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

Contracts or Arrangements with Related Parties:

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

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

Transfers to Reserves:

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

Nomination and Remuneration Policy:

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

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

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

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

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

The salient features of this policy are:

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

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

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

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

Vigil Mechanism/ Whistle Blower Policy:

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

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

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

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

Risk Management Policy:

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

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

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

Prevention of Insider Trading and code of fair
disclosure:

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

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

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

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

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

Committees of the Board:

a) Audit Committee:

The constitution of Audit Committee is as follows:

b) Nomination and Remuneration Committee:

The constitution of Nomination and Remuneration Committee
is as follows:

c) Constitution of Stakeholders Relationship Committee:

The constitution of Stakeholders Relationship Committee is as
follows:

d) Constitution of Corporate Social Responsibility
Committee:

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

e) Risk Management Committee:

The constitution of Risk Management Committee is as follows:

Policy On Sexual Harassment:

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

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

Listing Status:

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

Revision made in Financial Statements/ Board’s Report:

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

Significant and Material Orders Passed by the
Regulators or Courts:

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

Proceeding Pending Under the Insolvency and
Bankruptcy Code, 2016:

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year is
not applicable.

General:

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

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

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

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

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

Acknowledgement:

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

For and on behalf of the Board

Hariom Pipe Industries Limited

Sd/- Sd/-

Rupesh Kumar Gupta Sailesh Gupta

Managing Director Wholetime Director

(DIN: 00540787) (DIN: 00540862)

Date: 10^th August 2023
Place: Hyderabad