DEAR MEMBERS,

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.

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

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.

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

OPERATIONAL PERFORMANCE Production performance

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.

Consolidated Financial 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/IR-PPT Q4FY24- -190424-revised.pdf

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.

Cash Flows

(*) 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, 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.

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 annual 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.

Contribution to the Government Treasury

The Company has contributed ' 13,195 crore during FY 2023-24, in terms of royalties, dividend and taxes to the Government treasury.

II. SUSTAINABILITY GOALS AND HIGHLIGHTS

ESG Highlights

ESG HIGHLIGHTS

RE Power

• Signing of Power Delivery Agreement (PDA) of 450 MW renewable energy project

• Adoption of 31 EVs across Hindustan Zinc

• India's 1^st UG BEV at Sindesar Khurd Mine (SKM)

GHG Intensity

• 4.66 tCO₂e per tonne of metal

• 14.34% lower emission intensity from FY 2019-20 baseline

Biomass

• 76,035 tCO₂e GHG emission reduced due to firing/power generation using biomass

• Achieved 2.41 times water positivity at Hindustan Zinc

• 1.73 million m³ (8.67%) reduction in freshwater consumption from base line 2020

• Commissioning of dry tailing plant

• Pilot study as per Niti Aayog's Water Neutrality standard at Rajpura Dariba Complex (RDC)

• 100% fly ash usage

• Completed the commissioning of the 1^st fumer at CLZS to convert jarosite to more valuable and useful product

• 1.67x increase in gainful utilisation of smelting process waste from the base line 2020 (2.55 lakhs MT* utilisation in FY 2023-24)

*Jarosite and Jarofix

• 0.67 million trees planted as part of commitment to plant 1 million trees by 2025, 122,755 planted this year

• Engaged with International Union for Conservation of Nature (IUCN) for 3 years for the development of Biodiversity Management Plan (BMP)

• Implementation of Schedule 1 conservation plan in progress at Chanderiya Lead-Zinc Smelter (CLZS), Rajpura Dariba Mine (RDM), SKM & Zawar Mine (ZM)

• 21.7% diversity (versus 14.39% in FY 2019-20)

• 16 people from LGBTQ community introduced in workforce

• Zero fatalities across all the sites

• 32% reduction in Total Recordable Injury Frequency Rate (TRIFR) from base line 2020

• 309 active suppliers assessed for sustainability criteria

• Local procurement policy & framework under development

• Business partner selection criteria on ESG, carbon pricing in commercial decision

• Impacted over 1.91 mn lives across 3,685 villages with sustained and systematic CSR interventions

• 1.39 mn women and children benefited through women empowerment and education initiatives

• 0.13 mn beneficiaries skilled through sustainable livelihood programs

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.

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.

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

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.

Please refer to the human resource chapter in the Integrated Annual Report, located on page 196, for further information.

DIVERSITY, EQUITY & INCLUSION

• Redefining workplace inclusivity with progressive parenthood policies

• WINSPIRE: Initiative to encourage women in leadership roles covering 150 women across the Group

• ZINCLUSION:

Empowering diversity at its core, embracing ex-defence hires, LGBTQ+, PwD, and minority communities. Through awareness, family involvement, inclusive policies, and infrastructure enhancements, we pave the way for an inclusive workplace, offering front-end roles and township accommodations, fostering a truly diverse and inclusive workplace.

• Women ratio increased from 12% to 21.7%

in last 5 years

TALENT

MANAGEMENT

• Talent Identification:

400+ talents identified through FY 2023-24 initiatives for larger roles

• Succession Planning:

Three-level succession planning done for key & critical positions

• Talent Review Council:

Institutionalized for developing future ready leaders. It is carried centrally and in locations for 250+ leaders

APPRECIATION & QUALITY OF LIFE

• High Performance Organization: 2.0x increments to high performers, fast track promotions and disruptive rewards

• Appreciation & Awards:

500+ employees & 200+ business partner employees rewarded over the year

• Employee Wellness:

24/7 support through Employee Wellbeing & Assistance Programmes (EWAP) to employees including on-site sessions & top-tier facilities, including sports events, community engagements, and well- equipped townships

CAPABILITY

BUILDING

• Work Integrated Learning Program: Collaboration with leading universities across the country for programs like Metallurgy for NonMetallurgy at MNIT Jaipur, Finance for Non-Finance at IIM Udaipur & BITS Pilani, Executive Leadership Program at ISB Hyderabad, and Rock Mechanics

at NIT Rourkela

• Digital Learning for All: Launch of digital capsules of learning for all & promoting speed, convenience and 24x7 access to learning opportunities like UDAAN, Leadership at the Peak & Leaderships and enhancing business acumen through HZL Mine to Metal modules

• Mining Mate Competency Program: The flagship ‘6-Days Mining Mate Competency Training' has groomed over

360 mining mates and the ‘Mining Academy' authorized 12 trainees as Jumbo Operators till date enhancing our mining operations capability

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:

• 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

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 - hzl.whistleblower@vedanta.co.in, 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: -

(l Hindustan Zinc Alloys Private Limited (WOS)

Q Vedanta Zinc Football & Sports Foundation (WOS)

Q Hindustan Zinc Fertilisers Private Limited (WOS)

Q Zinc India Foundation (WOS)

Q Hindmetal Exploration Services Private Limited (WOS)

Q Madanpur South Coal Company Limited (JV)

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.

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.

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.

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 and 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.

For and on behalf of the Board of Directors