The Board of Directors hereby presents its Director's Report on business & operations of Hemang Resources Limited ("the Company") along with Audited Financial Statements for the financial year ended 31^st March, 2024.

The Company's Financial Performance for the year ended 31^st March, 2024 is summarized below:

(Rs. in Lakhs)

In the Financial Year 2023-24, your Company reported a turnover of Rs. 3,712.25 Lakhs, compared to Rs. 20,505.08 Lakhs in the previous financial year. The company incurred a loss of Rs. 108.62 Lakhs for the financial year, as compared to profit of Rs. 738.45 Lakhs in previous year. The revenue has been declined by 81.89%.

The Revenue declined during the year under review are attributed to the following reasons:

• No revenue from the Land Segment

• Reduction in coal trade volume due to adverse market conditions

As a result, the company's performance for FY 2023-24 is as follows:

• A turnover of Rs. 3,712.25 Lakhs

• A Profit Before Tax (PBT) of Rs. (325.68) Lakhs

• A Net Profit of Rs. (108.62) Lakhs

Looking ahead, the directors are committed to implementing robust strategies to recover losses and enhance profitability. Their proactive approach aims to position the company for a strong recovery and sustainable growth in the coming year.

There has been no change in the nature of business of the Company during the Financial Year ended March 31, 2024.

As on March 31, 2024, the Authorized Share Capital of the Company is Rs. 2300.00 Lakhs bifurcated into Rs. 1500.00 Lakhs as Equity Share Capital and Rs. 800.00 Lakhs as Preference Share Capital and Paid-up Share Capital is Rs. 2120.00 Lakhs bifurcated into Rs.1320.00 Lakhs as Equity Share Capital and Rs. 800.00 Lakhs as Preference Share Capital.

During the year under review, there is no change in subscribed and paid-up capital of the Company.

The redemption period of 2 % Cumulative Preference Shares has been extended up to 6^th May, 2025 with the written consent of all preference shareholders.

During the year, no amount was transferred to Capital Redemption Reserve and General Reserve.

In light of the financial performance for FY 2023-24, the company has decided not to declare a dividend this year. This decision reflects the current losses incurred and aligns with the company's commitment to strengthening its financial position and addressing the challenges faced. The focus remains on improving profitability and ensuring long-term value for shareholders.

The Company has not accepted any deposit within the meaning of the provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 in the financial year ended March 31, 2024.

Management's Discussion and Analysis Report for the year under review forms part of the Annual Report.

Your Board states that previously Company was in financial stress and because of the same its Accounts got NPA and since then the credit rating assigned by ICRA Limited as on 31^st March, 2021 was "D" rating for the Long-term Loan and "D" for short term non-fund-based limits.

Company has taken a working Capital Term Loan for Rs. 25 Cr. for the smooth business operations and no credit rating has been done thereafter.

During the year under review there is change in the KMPs of the Company as Ms. Saloni Kochhar, Company Secretary and Chief Financial Officer has been resigned from the company w.e.f. 22^nd December, 2023 and Ms. Maya Vishwakarma has been appointed on the post of Company Secretary and Chief Financial Officer w.e.f. 22^nd December, 2023.

Independent Director

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Nikhil Dhanotiya (DIN: 09220437) and Ms. Shikha Jain (DIN: 08087342) are the Independent Directors of the Company. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8)

or the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2023-2024 are:

During the financial year ended March 31, 2024, six (6) Board Meetings were held on May 13, 2023; May 29, 2023; August 11, 2023; November 07, 2023 and December 22, 2023; February 09, 2024.

The intervals between two meetings were well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company's last Annual General Meeting (AGM) was held on Friday, August 4, 2023.

For more details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Board of directors of the Company has the following Committees in Compliance with the provisions of the Companies Act, 2013 and the SEBI, Listing Regulations:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee, and

iv. Corporate Social Responsibility Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance Report, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

All Committees of the Board of Directors are constituted, in line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the same has been disclosed in the Corporate Governance Report submitted with the Stock Exchange under regulation 27 of the Listing Regulations.

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning, etc. The performance of the Committee 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 in compliance as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has been explained also in the Corporate Governance Report attached as Annexure to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditor including internal financial controls our financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company's internal financial control were adequate and effective during the FY 2023-24.

Accordingly, pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards (Ind-AS) had been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

e) 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.

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

The Company has set up a risk management mechanism to identify and assess the potential risks and determine the processes to mitigate the same. The Board periodically reviews and assesses the key risks in consultation with the functional managers. Detailed exercise has been carried out by the Board to identify, evaluate, manage and monitor the potential risks to the operations of the Company. The Board periodically reviews the risks and suggests steps to be taken to mitigate the same.

The Risk Management Policy can be accessed on the Company's website at:

Link - http:/ / www.bhatiacoalindia.com/BIIL/InvRelation.htm

In terms of section 178(3) of the Companies Act, 2013 and Regulation 19(4) read with part D of the Schedule II of the Listing regulations, the Nomination and Remuneration Committee of the Company has laid down a policy on selection and appointment of the directors and the senior management of the Company and their remuneration including criteria for determining qualification, positive attributes independence of directors and other matters.

The policy is available on the Company's website at

Link -http:/ / www.bhatiacoalindia.com/BIIL/InvRelation.htm

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter M/s. A. John Moris & Co., Chartered Accountants, Chennai (FRN: 007220S) were appointed as Statutory Auditors of the Company in the 30^th Annual General Meeting held on 04^th August 2023, for a term of 5 (five) consecutive years i.e. till the conclusion of Thirty Fifth (35th) Annual General Meeting of the Company.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. The Report of the Statutory Auditor forming part of the Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are selfexplanatory and therefore do not call for further comments.

Further The Auditor of the Company has not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

The Company has adopted Ind AS from April 01, 2017 and these financial statements are company's Ind AS Financial Statements. The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act.

The Board has policies and procedure for governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of fraud and error, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's internal control system commensurate with the nature of its business, the size and complexity of its operation.

The Company has effective internal control systems as per the requirements and has laid down operating guidelines and processes which ensure smooth functioning of activities. The processes and policies are constantly assessed and reviewed.

Pursuant to Section 92 and Section 134 The Ministry of Corporate Affairs (MCA) has notified the Companies (Management and Administration) Amendment Rules, 2020, wherein the companies are no longer required to attach extracts of Annual Return.

In compliance of the above amendment the Annual Return as on March 31, 2024 in form MGT-7 is available on the website of the Company at http://bhatiacoalindia.com/BIIL/Index.htm

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Whistleblower Policy and Vigil Mechanism is in existence for directors, employees and stakeholders to report to the management instance of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of Audit Committee of the Company for redressal. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The policy of Vigil mechanism is available on the Company's website at Link - http:/ / www.bhatiacoalindia.com/BIIL/InvRelation.htm

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of the Listing Regulations & has been posted on the website of the Company

Link - http://www.bhatiacoalindia.com/BIIL/Document/Code Conduct senior Mgmt updated.pdf

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended 31^st March, 2024. A declaration to this effect, signed by the Whole-Time Director forms part of this Annual Report.

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company.

Link -https://www.bhatiacoalindia.com/BIIL/Document/Insid Trading code.pdf

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended 31^st March, 2024.

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Board of Director appointed M/s. Ajit Jain & Co., Company Secretary in practice (Membership No.: F3933), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the year 2023-2024 in Form No. MR-3 is annexed to this Report as Annexure A.

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

Annual Secretarial Compliance Report as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is also annexed as Annexure - A1 and forms part of this report.

During the financial year, the Company has complied with the Secretarial Standards; on the Meeting of the Board of Directors (SS-1), on General Meetings (SS-2) and on Dividend (SS-3), for the time being in force and as amended from time to time.

In terms of Section 135 of the Companies Act, 2013 and rules thereunder Company is required to form a Corporate Social Responsibility (CSR) Policy on the basis of which the yearly CSR expenditure will be done.

Company's Corporate Social Responsibility (CSR) Policy, has been posted on the website of the Company.

Link- https://www.bhatiacoalindia.com/BIIL/Document/CSR POLICY HEMANG.pdf

Pursuant to the provisions of Section 135 (5) of the Companies Act, 2013 and rules made thereunder as may be amended from time to time, Company will be spending the aforesaid CSR amount within the stipulated period.

Annual Report on CSR Activities has been annexed herewith as Annexure- B

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is annexed as Annexure-C to the Board Report.

The Company does not have any subsidiary, associate or Joint Venture Company and no company has become or ceased to be its subsidiaries, joint venture or associates' companies during the year under review.

The Company's Board approved Related Party Transactions Policy has been hosted on the website of the Company at http:/ / www.bhatiacoalindia.com/BIIL/InvRelation.htm.

There was no related party transaction (RPTs) entered into by the Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013. There were no 'material' related party transactions undertaken by the Company duri ng the year that require shareholder's approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The Company does not have any related party transaction, except payment of remuneration to KMP to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rule, 2014 in Form AOC-2, the same is not provided. Suitable disclosures as required under Ind AS-24 have been made in Note 31.3 of the Notes to the financial statements.

There are no significant and material orders passed by the Regulators/Courts/Statutory Authorities that would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

During the year under review, company has not made any investment, nor given any guarantee, nor provided any security u/s 186. However, Information regarding loans, guarantee and investment covered under the provisions of Section 186 of the Companies Act, 2013 are detailed separately in the Financial Statements of the Company read with the notes to Accounts.

The Management Discussion and Analysis Report for the year under review as stipulated in regulation 34 read with Schedule V of the Listing Regulations is given as Annexure-E to this report which is taken as forming part of this report.

A separate section on Corporate Governance and certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as, stipulated in Regulation 34 read along with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, giving information pertaining to the Board and its Committees form part of this report.

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2023-24. A declaration to this effect signed by the CEO is contained in this Annual Report.

The CEO and CFO have certified to the Board with regards to the financial statements and other matters as required under Regulation 17(8) of SEBI (LODR) Regulation, 2015 and the same is annexed and forming part of this report.

Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016, September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required (System Driven Disclosures) SDD to be maintained by the company.

In this regard, Company has installed SDD software dated 24^th July, 2022 and is maintaining the same on regular basis as and when any such events occur as per the provisions of SEBI (PIT) Regulations, 2015

During the year under review, no amount of unpaid Dividend and Shares has been transferred to IEPF, as Company has not declared any Dividend for the Financial Year 2014-2015 and onwards.

The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE930A01010. As on 31^st March 2024, 98.51% equity shares were in demat form and remaining 1.49% equity shares were in physical form.

Human Resource plays vital role in the Company. If finance is the blood of any organization, then Human Resource is not less than pulse which keeps running production by their hard work day and night. Company focuses on creating best health and safety standards and also has performance management process to motivate people to give their best output and encourages innovation and meritocracy.

Personnel relation with all employees remained cordial and harmonious at all levels throughout the year. Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has Internal Complaints Committees (ICC) who inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, no compliant was received from any employee of the Company and hence no complaint was outstanding as on 31^st March, 2024.

The Board states that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of Sweat Equity Shares to employees of the Company under any scheme

• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs were outstanding as on 31^st March, 2024.

• Issue of differential shares with voting rights as to dividend, voting or otherwise

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• The provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit of a Company's Cost Records is not applicable on the company.

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given at Annexure-D hereto and forms part of this Report.

Your directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them.

For Hemang Resources Limited

Sd/- Sd/-

Komal Jitendra Thakker Nikhil Dhanotiya

Whole Time Director Director

DIN: 07062825 DIN: 09220437

Place: Chennai Date: 13.08.2024