The Board of Directors presents herewith the 64^th Annual Report of your Company along with the Audited Statement of Accounts for the financial year 2024-25.

1. FINANCIAL RESULTS

The financial results for the year ended 31.03.2025 with the comparative figures of company?s operations for the previous year is as under:

2. MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA

Company has been exempted from submitting Memorandum of Understanding (MOU) with the Ministry of Chemicals & Fertilizers, Government of India, for the financial year 2024-25.

3. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and IND AS 110 Consolidated Financial Statement, the audited consolidated financial statement for the period ending 31.03.2025 is provided in the Annual Report.

4. DIVIDEND

During the current year, HOCL has earned profit mainly due to writing off of Government of India dues amounting to Rs. 1,351.37/- crore. Accordingly, the profit achieved is not from the revenue generated through the business. Hence, the Board of Directors do not recommend any Dividend for the year under review.

5. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the FY 2024-25.

6. SHARES

There was no change in the equity share capital of the company during the year. The Authorized Share Capital of the company is Rs.370 crores and the paid-up equity capital of the company is Rs.67.27 crores. The company?s equity shares are listed in BSE (Scrip ID: 500449). During the period under review, the company has not:

(i) bought back any of its securities

(ii) issued any sweat equity shares

(iii) issued any bonus shares

(iv) provided any stock option scheme to employees. The Government of India dues including the Preference Shares were waived off on 21.03.2025. Accordingly, company is in the process of reducing preference shares from the total paid up capital.

7. FINANCIAL HIGHLIGHTS

During the year 2024-25, the company has achieved a Gross Income of Rs.558.61/- crore against Rs.720.58/- crore during the previous year registering a decline of 22.47%.

8. RESERVES

Company has not transferred any amount to reserves due to continuous losses.

9. NUMBER OF MEETINGS OF BOARD

During the year the Nine (9) Board Meetings were held on the following dates:

The details of the meetings attended by each Directors are given in the Corporate Governance Report provided as Annexure I to this Report.

Pursuant to sub-section 3(a) of Section 134 of the Companies Act 2013, read with Section 92 (3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return as at March 31, 2025 is available in the website of the company at www. hoclindia.com/annual-return

Your company has one (1) subsidiary company namely; Hindustan Fluorocarbons Limited [HFL]. Ministry of Chemicals and Fertilizers, Department of Chemicals & Petrochemicals vide No. P. 51015/06/2019-Ch. III (Vol.II) dated 29th January, 2020 informed the decision of Cabinet Committee on Economic Affairs, directing closure of HFL, which was approved by the shareholders on 30th March, 2020. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary company in Form AOC-1 is attached as Annexure II to the Board?s Report.

All the Related Party Transactions that were entered into during the financial year were on arm?s length basis and were in ordinary course of with Related business.There were no materially significant Parties during the financial year 2024-2025 which were in conflict with the interest of the Company. Suitable disclosures as required under IND

AS-24 have been made in Note No.36 of the Notes to the Standalone Financial Statements.

Particulars of contract/arrangements/transactions made with related parties, pursuant to Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure III which forms part of this report.

The details in this regard forms part as Annexure IV to the Board?s

Report.

Due to non-availability of One Women Director for the whole financial year 2024-25 and requisite Independent Directors from 23.12.2024, there has been non-compliance to that extent with various requirements of Corporate Governance under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and various Rules/ Regulations made there under. The details in this regard forms part of Corporate Governance report to the practicing company the Annual Report. The requisite certificate secretaries confirming with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Department of Public Enterprises [DPE], Government of India, has laid down certain parameters for the purpose of grading the CPSEs on the basis of their compliance with guidelines on Corporate Governance and this report needs to be submitted to the Ministry of Chemicals & Fertilizers, Government of India on Quarterly basis. Company has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and regularly submits reports to the Ministry of Chemicals & fertilizers, Government of India. Applicable grade of 4th Quarter/year ended 31.03.2024 is "Excellent". The requisite certificate from the practicing company secretaries confirming with the conditions of DPE Corporate Governance guidelines is attached to the report on Corporate Governance.

The provisions of Section 134 (3)(p) of Companies Act, 2013 are exempted for Government Companies as the performance evaluation of the Directors are carried out by the Ministry, which is administratively in charge of the Company as per its own evaluation methodology.

The following are Key Managerial Personnel of the Company during the year under review:

a) Shri Sajeev B - Chairman & Managing Director [DIN: 09344438]

b) Shri Yogendra Prasad Shukla - CFO & Director (Finance) [DIN: 09674122]

c) Shri Subramonian H - Company Secretary & Compliance Officer [ACS: 28380]

a) Dr Bharat J Kanabar and Shri Pratyush Mandal, have ceased as Independent Directors of the company due to completion of their tenure on 23.12.2024.

b) Shri Kanish Kant Srivastava has ceased as Government Nominee Director w.e.f 30.03.2025.

c) Shri Subodh Kumar was appointed as Non-Official Independent Director for a period of three years w.e.f 21.05.2025.

d) Shri Sajeev B has ceased as Chairman & Managing Director due to superannuation on 31.05.2025.

e) Shri Vinay Kumar Sharma was appointed as Non-Official Independent Director for a period of one year w.e.f 05.06.2025.

f) Ms Vandana was appointed as Government Nominee Director for a period of three years w.e.f 10.06.2025.

Information regarding particulars of employees drawing remuneration in excess of the limit specified under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the Company has drawn remuneration in excess of the stipulated limit, during the year under review.

During the FY 2024-25, all the recommendations of the Audit Committee were accepted by Board of Directors. Details of Composition, meetings of Audit Committee/Sub-Committee are provided in Corporate Governance Report which forms part of this Report.

The Company?s Board has the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

iv. Corporate Social Responsibility Committee (CSR)

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India [ICSI].

The financial statements are prepared in accordance with the Indian Accounting Standards (IND AS), the provisions of Companies Act, 2013 and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments, rules issued thereafter. Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013

(a) That in the preparation of the annual accounts for the year ended 31st March, 2025; the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) That such accounting policies as mentioned in the Notes on Accounts had been applied 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 the financial year ended 31st March, 2025 and the profit or loss of the Company for that period.

(c) That proper and sufficient of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the annual accounts for the year ended 31st March, 2025 had been prepared on a going concern basis.

(e) Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively and

(f) That 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 received necessary declaration from each of the Independent Directors that he meets the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and listing regulations.

No reappointment of Independent Directors was made during the year under review.

As per notification dated 5th June, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (e) of the Companies Act, 2013 regarding disclosure of its policy on Director?s appointment and positive remuneration including criteria for determining qualifications, attributes, independence of a Director and other matter provided under sub- section (3) of section 178 of the Companies Act, 2013 are not applicable to a Government company.

Company being a CPSE, appointments The report of CAG under Section of all the Directors on the Board of the Company are made by the Govt. of India/President of India and under the supervision, control and directions of the Department of Chemicals & Petrochemicals and the prescribed DPE Guidelines are being followed. The Terms and Conditions of appointment of Independent Directors and other directors, are as per the Government Orders are disclosed on the Company?s website.

The provisions of Section 134 (3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company?s policy on Directors? appointment and other matters are not provided under Section 178 (3) of the Act. Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, disclosure of the ratio of the remuneration of each Director to the median employee?s remuneration and other such details including the statement showing the names and other particulars of every employee of the Company, who if employed throughout/ part of the financial year, was in receipt of remuneration in excess of the limits set out in the Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Chairman & Managing Director and the Whole-time Director of the Company did not receive any remuneration or commission from any of its Subsidiaries. HOCL, being a Government Company, its Directors are appointed/nominated by the Government of India as per the Government/DPE Guidelines which also include fixation of pay criteria for determining qualifications and other

a) Statutory Auditors

M/s. Balan & Co, Chartered Accountants, Kochi was appointed as Statutory Auditors of your Company for FY 2024-2025 by C&AG. The auditors have furnished a declaration confirming their independence as well as their arm?s length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the audit process. The auditors attend the Annual General Meeting of the Company. The Auditors in their report for the year have not reported any instances of fraud committed by the officers/employees of the company.

b) Cost Auditors

The Board of Directors had appointed M/s. B.B.S Associates as Cost Auditors of your Company for FY 2024-25. In the 63^rd AGM held on 25th September, 2024 the members have ratified the remuneration payable to the Cost Auditors. Company has made & maintained Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013.

c) Internal Auditors

M/s. Suneel Maggo and Associates, A-60, 2nd Floor S-9, Sector-2, NOIDA, U P, 201301 were appointed by the Board of Directors as Internal Auditor of your Company for Kochi unit and Mumbai office FY 2024-25. The are no pending major observations from Internal Auditors.

d) CAG Auditors

Supplementary Audit of financial statements (Standalone & Consolidated) is conducted by Principal Director of Audit (Shipping), Mumbai. The Comptroller & Auditor General of India (CAG) has conducted the supplementary audit of the financial statements of HOCL for the year ended 31.03.2025 and issued ‘Nil? comment statements for both standalone & consolidated 143(6)(b) of the financials .Companies Act, 2013 forms part of the annual report

e) Secretarial Auditors

The Board of Directors had appointed M/s. J K Das & Associates., Practising Company Secretaries to conduct Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in accordance with Section 204 of Companies Act, 2013 for the Financial Year ended 31st March, 2025 is annexed to this Report. The observations in the Secretarial Audit report and the management response thereof are given below:

HOCL is certified for IMS (Integrated Management System) which is comprising of Quality Management System (ISO-9001), Environment Management System (ISO-14001) and Occupational Health and Safety Management System (ISO 45001). Company is also certified for Energy Management System (ISO-50001).

1. SAFETY

The company has achieved 1232239 safe man hours for the year 2024 with no lost time accidents. Since last reportable incident our organisation has achieved 5 million safe man hours worked without any lost time accident reported. The Company has implemented several new measures to improve the safety culture in addition to the normal systems and procedures.

During the April 2024 shutdown, the majority of pipelines, critical valves, equipment spares and structures were replaced to ensure both process safety. The sulfuric acid unloading hose was adjusted to prevent spillage following tanker unloading

Motor stopping delay relays were integrated for numerous pumps to prevent tripping during power dips, resulting in production savings. This improvement also enhances safety by minimizing operator exposure to chemicals during start up and shutdown operations.

Four LPG online leak detection sensors was installed around LPG spheres and bullets and these were integrated into the Remote Sensing Enabled Online Chemical Emergency

Response System (ROCERS), monitored by F&B, Kerala to handle emergency situation and guiding public.

The company has its own online work permit system integrating 6 separate work permits viz, Hot work, Cold work, Confined space entry, Work at height, Excavation and Radiography. HOCL has developed benchmark in Accident /incident investigation through a 29-point accident investigation checklist. The company has implemented Near Miss reporting system whereby employees can report any unsafe acts/conditions and corrective actions shall accordingly to prevent accidents. The best HSE suggestions received in the year has been implemented after evaluations through which employees could get the health benefits and additional health check-ups could be introduced and gained considerable safety improvements. The best suggestions received in the year has been implemented after evaluations. Refresher training sessions on Fire and safety were imparted to the employees. Additional safety training for truck drivers were given for creating a safety culture in driving.

Various competitions were organized for creating more awareness on safety among employees, observed National Safety day, National fireservice week, Road safety week, Electrical Safety Week etc.

An online HSE compliance system has been established.

Corrective action is taken by the top management after review and analysis.

In order to promote young minds on safety Plant visits/Internships were permitted to students pursuing the B.Tech/Diploma/M.Sc . In addition, visits permitted to participants of Supervisory training course as per Sec 41C(b) of Factories Act 1948.

M/s. Kaju Thakur (C/o. Mr.Jose- Civil Contractor) working in HOCL bagged "Best Safety Guest Worker" from the Department of Factories and Boilers, Government of Kerala; Category I(Very Large Factories); Sub Category VI . Since the inception of the Best Safety Guest Worker Awards, it was for the First time HOCL was the recipient of this award.

HOCL won Abhinandan Pathra from M/s. National Safety Council- Kerala Chapter on achieving commendation in Medium Industries (Chemicals) during the year 2024. Our employees have participated in the State level competitions conducted by M/s. National Safety Council, Kerala Chapter held in connection with National Safety day and won prizes.

In 2024, the company successfully conducted one of the largest Annual Shutdown activities, during which a comprehensive range of maintenance tasks were scheduled. Over 687 contract employees were engaged to perform various critical tasks during this period. To ensure the safety of all workers, awareness sessions were conducted focusing on the hazards associated with the chemicals used within the plant and the required Personal Protective Equipment (PPE). Additionally, Toolbox Talks were held by the HOCL supervisor before the commencement of each task, emphasizing the importance of safety and the proper use of PPEs and employee specific to the jobs being carried out.

To further ensure safety standards were upheld, surprise inspections were conducted by the Fire and Safety Department. Throughout this extensive shutdown, more than 5075 permits were issued for various jobs, reflecting the scale and complexity of the operations. Remarkably, despite the high number of contract workers and the large-scale activities, there were no reportable accidents or incidents during this period, showcasing the effective safety measures and proactive management of the shutdown process.

Introduced Compressed Air Foam System (CAFS) an advanced firesuppression system that combines water, foam concentrate, and compressed air to create a highly effective firefighting foam. The foam is deployed to smother fires, offering superior coverage compared to water alone. CAFS has the advantage of using less water. Its non-conductive foam makes it safe for use on electrical fires.

Considering the nature of the chemicals and their storage, mock drills are conducted periodically to raise employee awareness.

2. HEALTH

In the areas of Health, Hygiene and Environment, the company has undertaken periodic medical examination as well as statutory requirements of fitness check-up were carried out during the year 2024 for our employees. Audiometry tests were carried out for those who are exposed with higher noise levels and Benzene handlers. Auto toxicity tests were carried out for the Benzene handlers apart from other statutory regular check-ups. Urine Phenol Test was added for Benzene Handlers.

Free Dental checkup, eye checkup, Blood Tests, Body Mass Index Measurement, Ideal Body Weight Evaluation etc were conducted for employees.

Periodic Awareness Sessions for the benefit of employees on Fatty Liver, Kidney etc. were conducted.

PSA test were conducted for all male employees above 40 years of age. Also PAP Smear, Transvaginal USG, USG

Breast, Mammogram, USG Abdomen were conducted for female staff.

For canteen employees BC, LFT, RFT, FLP, URE, FBS, Uric Acid, HbA1C, Stool RE etc. were conducted.

Physical examination including Pulse, BP, Blood Sugar, ECG were conducted for Housekeeping staff.

Organized 120 days Health Challenge (Weight loss) for the employees having higher BMI.

In order to motivate employees about the importance of health, Cycle Rally, Walkathon, Mass run etc. were organized.

Vitamin D levels were checked and supplementations were given to employees.

Awareness session on TB was conducted as part of National TB Elimination programme, High risk employees were identified and they were screened for TB, HIV, Malaria. Occupational Health Centre was renovated.

3. ENVIRONMENT

In alignment with our commitment to environmental protection and sustainability, HOCL has undertaken a series of proactive initiatives to minimize its ecological footprint and promote environmental awareness. We are proud to report that the level of pollutants emitted from our factory and the surrounding areas remains well below the permissible limits prescribed by regulatory authorities. As part of our environmental stewardship, we have conducted various awareness sessions, competitions, and cleanliness drives under the Swachh Bharat initiative. Plant premises have been beautified with the active participation of all employees, reinforcing a sense of ownership and responsibility toward the environment. Our commitment extended beyond the plant as we organized cleanliness activities in nearby schools and public roads. These efforts aim to instil environmental values in the community and enhance the surroundings.

World Environment Day 2024 was commemorated through the planting of saplings and organizing a range of competitions centered around the theme "Land Restoration, Desertification and Drought Resilience." The event saw enthusiastic participation from employees across all departments.

Demonstrating our commitment to plastic waste management,

HOCL has registered under the Extended Producer Responsibility

(EPR) scheme with the Central Pollution Control Board (CPCB) as a brand owner, ensuring accountability in recycling and responsible disposal.

To ensure regulatory compliance, we have implemented a 24x7 online Effluent Monitoring and Stack Monitoring System, in adherence to CPCB and Kerala State Pollution Control Board guidelines. Regular safety inspections and "Safety Walks" by the Safety Committee, coupled with daily patrols by the Fire & Safety crew, serve as key mechanisms for continual environmental and safety improvements. Additionally, compliance with internal and external audits under the ISO 14001 (Environmental Management System) as part of our Integrated Management System (IMS) reflects our rigorous adherence to environmental standards.

Feedback from near-miss reports and HSE suggestions are systematically addressed, underscoring HOCL?s unwavering commitment to environmental protection and continual improvement.

All guidelines laid down in respect of Reservation and other welfare measures for Scheduled castes/Scheduled Tribes/Other Backward Classes are complied with. The provisions for special arrangement for Persons with Disabilities at work place have been complied with.

During the year under report, the company continued its efforts to promote Hindi as Official Language in its day to day official activities. Our Executive Director & UIC attended Regional Joint Conference on Official Language conducted by Dept of Official Language (OL) at Mysore on 04th January 2025 and received the First prize for best performance in OL from Hon. Minster of State for Home Affairs and Hon. Governor of Bihar.

Our officers attended fourth All India Rajbhasha conference organized by Dept of OL, Ministry of Home Affairs at Bharat Mandapam, New Delhi, on 14 & 15 September 2024. Hindi Fortnight organized from 14thto 29th September 2024 in Our Unit. During Hindi Fortnight celebrations, various competitions were organized and large number of employees participated. Competitions were also conducted for the students of GGHSS, Thripunitura and for children?s of employees during this celebrations.

HOCL bagged Regional OL Award - First Prize in PSU category in Region "C" for best performance in OL implementation from Dept of OL, Ministry of Home Affairs for the year 2023-24. HOCL also bagged First prize for the best implementation of OL policy from Town official language Implementation Committee (TOLIC) for the year 2023-24 and consolation prize for its e-magazine "Pehachan".

For popularising Official Language Hindi, an outreach programme named Rajbhasha Chetna Karykram was continued this year also for BA/MA Hindi students of various Colleges and Universities of Calicut and Palakkad districts of Kerala during the month of August and September 2024. Seminar on OL were organised in five this programme. Around 500 students participated in this OL awareness programme/Seminar. In addition, a full day OL Orientation Programme was also conducted for the MA students of Regional Centre of SSUS, ,Tirur on 06.02.2025.

An Official language Management programme was organised exclusively for HOD?s of the company on 13.06.2024. Besides a Technical Workshop was conducted exclusively for the Members of Official language implementation Committee (OLIC) of the company on 26.03.2025. Our officers and employees attended various OL seminars organized by Powergrid Corporation, Directorate of Coco and Cashew, FACT, HPCL, Cochin Shipyard at Kochi in association with TOLIC(PSU), Kochi.

The inauguration of Joint Hindi Fortnight celebrations 2024 of TOLIC (PSU), Kochi was organised in our company on 05.02.2025. Shri. Yogendra Prasad Shukla, Director (Finance) inaugurated the programme. Mr. M J Jagadeesh, Executive Director & UIC presided over the function. Three competitions viz. Calligraphy, Translation, Noting and Drafting and Technical Terminology competitions were conducted in our office on 05.02.2025. Our office has actively participated in various programmes conducted by TOLIC (PSU), Kochi during the period under report.

To make awareness about the importance of Hindi among students, World Hindi Day was celebrated on 10th January 2025 at Sri Sankara College, Kalady, Ernakulam along with classes on Rajbhasha Hindi and organised Quiz competition during the programme. An interactive session on OL and Career was also conducted at Dept of Hindi, which MA College, Kothamangalam, Ernakulam on 09.01.2025. On the occasion of International Mother Language Day on 21 February 2025, competitions were conducted for employees.

Two issues of e-magazine "Pehachan" published and uploaded in the website of Rajbhasha Vibhag by the company during the period under report. All documents under section 3(3) of OL Act 1963 were issued both in Hindi and English. The Website of the company is available both in Hindi and English.

Practical computer training was imparted to the officers and employees of the company on 21.09.2024 and from 11th to 13th March 2025. Incentive Scheme for doing original work in Hindi was already implemented in our Unit. 15 employees participated in this programme and received their cash incentives. Various promotional schemes including for better implementation of Official Language have been adopted by our organization. Our officer attended five days Translation refresher course conducted by CTB, New Delhi. To familiarize the Hindi words and its equivalent English words are being circulated daily among all ministerial employees in the name of Aaj Ka Shabd.

4 meetings of OLIC were conducted during the year and Our ED &UIC attended the two TOLIC Meetings held at Ernakulam. OL inspection by the DCPC, Ministry of Chemical & Fertilizer was carried out and OL inspections of all Sections/Depts at Kochi unit were conducted during the year. In connection with various Day celebrations organised in our Unit, competitions were also organised in Hindi to promote the use of Hindi.

In line with the provisions of RTI Act 2005 to promote transparency and accountability, our organisation has taken efforts to handle the Right to Information sought for. Company has laid down procedure to provide information through Public Information Officer/CPIO and Appellate Authority.

The number of RTI applications received and disposed off during the during year 2024-25 is given below:

* Reply to RTI application pending during previous year submitted during this year.

In line with the Government?s directive to procure items from MSMEs, the company has implemented necessary procedures in all tenders to ensure MSMEs? eligibility for participation. We have removed restrictive clauses and modified tender conditions to of MSMEs, particularly SC/ST MSMEs, in the procurement process.

Our purchase policy complies with these directives. HOCL regularly updates procurement data on the MSME Sambandh and Samadhan portals and is registered on the TREDs platform. Additionally, we actively participatedin the vendor development program conducted by the MSME Development & Facilitation Office in Thrissur, Kerala, aimed at enhancing procurement through the GeM portal and MSMEs.

However, 95% of HOCL?s purchases by value are petroleum products (such as LPG, Benzene, Furnace Oil, and Hydrogen), supplied by M/S BPCL via pipeline transfer, which are not manufactured by MSMEs and are not available on the GeM portal. To further support MSMEs, we have launched a campaign promoting the ZED (Zero Defect Zero are designed to improve Effect)andLeancertifications, product quality competitiveness, and provide access to government benefits. We have sent detailed information to over 80 MSME vendors and emphasized the benefits of these certifications during site visits. To encourage adoption, we have included information regarding ZED and Lean certifications in our tender documents and will provide information on our website and social media platforms. We are also committed to offer continuous support to vendors throughout the

SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 with regard to disclosure of Business Responsibility Report is not applicable to your company. However, Hindustan Organic Chemicals Limited has adopted and realizes the benefits of Management Principles into daily activities to achieve the goals of the organization. These Management Principles will provide a foundation to continually improve upon the Organization?s performance. The organization believes the following principles to align with the business processes.

1. Customer focus

2. Leadership

3. Utilization of resources with improved information flow within the organization

4. Process approach; &its Continual improvement,

5. Risk & opportunity and real time decisions

6. Developing internal resources & maintaining better human relations at work.

We have adopted the "Process Approach" into daily operations including the PDCA Cycle. We have considered the utilization of Risk-Based Thinking when developing, implementing, and improving the effectiveness in most of our Management System. This approach enables Hindustan Organic Chemicals Limited to enhance the controlling the overall performance of the Organization by effectively interrelationships and the interdependencies among the processes.

The understanding and consistency with achieving customer specific requirements;

The consideration of our processes in terms of added value;

The achievement of effective process performance;

Improvement of our processes based on real time data and information. actions to address risks We also effectively and opportunities to maximize the outcomes including, but not limited to achieving improved results and preventing negative effects of our products, Operations, services.

Our businesses provide goods and services that are safe and contribute to sustainability throughout their life cycle and to promote the wellbeing of all employees, respect the interests of the stake holders, responsive towards all stake holders, especially those who are disadvantaged, vulnerable and marginalized. Our businesses respect, protect, and make efforts to restore the environment in a safe and better manner by complying with the relevant Statutory regulations. Our businesses also support and provide value to their customers and consumers in a responsible manner.

Company since its inception is very much aware about its social responsibility. Foroverfi ve decades, as a socially responsible and sensitive corporate, your Company continues to remain committed to social thought and action to serve society through providing basic civic amenities to the neighbouring villages, rendering assistance in different forms.

HOCL has incurred continues losses during the financial years 2021-22, 2022-23, 2023-24. Accordingly, provisions of CSR were not applicable to HOCL during the FY 2023-24 & 2024-25. About financial year 2024-25 there was profit after tax primarily due to waiver of Government of India dues. As is typical with such waivers, the impact is reflected in the Profit and Loss Account for FY 2024-25 as a one-time exceptional item, resulting in a reported profit for the year. However, during year 2024-25 there was no actual operational profit. Accordingly, HOCL is not required to carry out any CSR activities during the year under review. However, Company has recognized its social obligations and done the following activities:

i. HOCL has provided a Sanitary Napkin Incinerator to Government

Vocational Higher Secondary School, Ambalamugal for helping and also to serve as an the students to manage waste efficiently educational tool to teach about the responsible waste disposal and environmental conservation.

ii. HOCL has provided 15 Nos. of Rain coats to nearby Police Station.

iii. HOCL has provided two Personal Computers to Kuzhikkad Government High School on the occasion of beginning of the new academic year 2024-25 and one Personal Computer to Kakkad Grameena Vayanasala to assist the digitalization of the resources of the Vayanasala.

Based on the theme "Viksit Bharat Ka Mantra, Bharat ho Nashe se Swatantra" on 12^th August and all the employees on duty took the pledge from their respective work places and have participated in the e-pledge also.

Under the aegis of "Har Ghar Tiranga" to further honour our National Flag and invoke the feeling of patriotism in the hearts of the citizen and promote awareness about the National Flag, distributed the Indian National Flag to our employees and other stakeholders and requested to hoist the same at their houses during the Independence week.

Celebrated the 78th Independence Day with various programmes.

HOCL has organized a mass run on Independence Day with the Slogan "SAY NO TO DRUGS".

Constitution Day was observed in our organization to commemorate the adoption of the ‘Constitution of India?.

‘Preamble? of the Constitution was read out by our Chairman and Managing Director and all employees were joined in the reading of the Preamble.

World Environment Day 2024 celebrations at HOCL were formally inaugurated by CMD, saplings were planted at various places inside our premises on the occasion and conducted various competitions like plant a sapling and take a selfie contest, slogan writing and painting contest etc.

International Yoga Day was celebrated with an awareness session followed by a practical Yoga session for employees and family on the eve of Yoga Day at HOCL Community Hall.

Yoga training session was arranged for HOCL employees and the students of Govt. High School, Ambalamedu on 21.06.2024 at our Training Centre and wide publicity was given through banners, social media etc. T-Shirts with Logo were distributed to participants.

International Women?s Day 2025 was celebrated by WIPS (Forum of Women In Public Sector), HOCL with various cultural programmes

Vigilance Awareness Week was observed with Integrity Pledge, interactive session on Ethics and Governance, CDA Rules & Vigilance Matters etc. and conducted various competitions like, Essay writing, Elocution competition on "Culture of Integrity for Nation?s Prosperity", Quiz etc.

The birth Anniversary of Sardar Vallabhbai Patel, the architect of the national integration of independent India is observed as "The Rashtriya Ekta Diwas" started with a pledge to foster and reinforce our dedication to preserve and strengthen the unity, integrity and security of the nation.

Conducted an awareness session on POSH Act for our newly recruited personnel by Dr.Raseena Padmam, Retd. Professor & former Director of School of Behavioural Science, M G University, Kottayam.

Swachhata Diwas celebrations: HOCL has celebrated swachhta Diwas in a befitting manner on the auspicious day of the birth anniversary of our father of the Nation. Mr. H Kam Suanthang, Joint secretary of DCPC was the chief guest for the swachhata Diwas celebrations at HOCL.

HOCL celebrated the Swachhta Pakhwada from 01.09.2024 to 15.09.2024 by administration of Swachhata Pledge. Conducted various competitions, cleanliness drives, webinars, awareness classes etc. on the same. As part of Swachhata Ki Bhagidari we were conducted various competitions visz., Painting, Essay and Quiz for the school Children of Govt. High School, Ambalamedu, Ernakulam.

Your company continued to maintain the overall Industrial Relation situation to be peaceful and cordial during the year 2024-25. There was no strike or lockout during the year. All employees continued to contribute their best to the company during the year.

The manpower strength of the Company as on 31st March, 2025 was 182 consisting of 120 Officers and 62 non-officer?s category.

There are no loans, guarantees, or investments made by the company under Section 186 of the Companies Act 2013 during the year under review and hence said provisions are not applicable.

There are no qualifications, reservations of adverse remarks made by the statutory auditors in their report.

Company ensures existence of adequate internal controls through documented policy and procedures laid down in the manuals to be followed by the executives at various levels. Internal controls are supported by periodical internal audits and management reviews. The management is keen on these issues and initiated various measures such as upgrading the IT infrastructure, evaluating and implementing ERP software, web-based application and establishing connectivity amongst manufacturing units, Corporate office and branch offices effective and proactive services and businesses.

Audit Committee/Board periodically reviews the internal controls, audit programme, financial results and recommendations, the replies of the management to Government Audit and internal audit etc. The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization?s pace of growth and increasing complexity of operations.

A. The steps taken and impact on conservation of energy: Major Energy Conservation Activities / Projects Implemented in 2024-25

Replacement of conventional lights with LED lights: Electrical energy saving Rs.6.57 lakhs/year

Replacement of Old AC with New 5star rating ACs: Electrical energy saving Rs.0.63 lakhs/year

Replacement of conventional fan with Energy Efficient BLDC fans: Electrical energy saving Rs.0.66 lakhs/year

Replacement of conventional motor with energy efficient motor: Electrical energy savings Rs.1.35 lakhs/year

The specific consumption of raw materials and chemicals has been reduced by optimising their usage through an in-house technology. i. The efforts made towards technology absorption: Nil ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

• MOC of the DNET section pipe lines changed from CS to PTFE in order to avoid the plant down time due to leakage resulting from corrosion.

A Proposal put forwarded for the recovery of ACP from TAR

New Air compressor purchase is in progress with a payback period of 1.7 years. And an expected savings of RS -18765780 /- per year as compared to the existing compressor iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

(a) the details of technology imported; NA

(b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv. the expenditure incurred on Research and Development: Nil

Key Threats include:

Competition from domestic / imports and fluctuation in the input prices

• High input costs

• High utility costs

High overheads for Limited availability of anti-dumping support for the main products

Phenol and Acetone.

• High interest cost.

Some risks and concerns:

High manpower cost per ton of finished product.

• Depreciated plants, requiring high maintenance cost.

• Dumping in main products Phenol / Acetone.

• Volatility in main input Benzene.

Restriction in taking up new ventures

Ministry of Chemicals and Fertilizers, Department of Chemicals & Petrochemicals vide No. P. 51015/06/2019-Ch. III dated 29-01-2020 informed the decision of Cabinet Committee on Economic Affairs, directing closure of Hindustan Fluorocarbons Limited (HFL), subsidiary company of HOCL, which was approved by the shareholders on 30.03.2020.

Consequent to the decision of the Govt. of India for closure of Subsidiary Company Hindustan Fluorocarbons Ltd., an amount of Rs.75.87 crore has been released as loan from Govt. of India to meet the expenses related to VRS/VSS to employees and settling dues to Bank and other liabilities. HFL is under the process of Delisting and closure.

During the period under review, the Company has not invited or accepted any deposits from the directors, shareholders and public.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act?) and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment. The or material orders were passed policy has been widely disseminated. A Complaint Committee is in existence as per the Act. The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In connection with observance of Sexual Harassment of Women at workplace Prevention week 2023, various programmes were conducted viz., Pledge, a Street Play on POSH Act was carried out by our women employees, Women?s Walkathon Competition, an Awareness session on POSH Act etc.

No. of complaints received: Nil No. of complaints disposed of: Nil No. of cases pending for more than 90 days: Nil

Hindustan Organic Chemicals Limited, being a Government Company, a Vigilance Department is already existing in pursuance of CVC Guidelines headed by Chief Vigilance Officer (CVO), HOCL. TheVigilance Mechanism is being handled by the Vigilance Department and the Company has already adopted a Vigilance Manual in pursuance of CVC Guidelines. Vigilance Manual is available on Company?s Website.

Adoption of Integrity Pact already implemented in HOCL through two (2) no(s) of Independent External Monitor(s)to maintain, foster most ethical and corruption free business environment.

The Integrity Pact Policy adopted by the Company is applicable in respect of all tenders with estimated value above Rs.50 lakhs (excluding export). Your Company has also conducted structured meetings of the Independent External Monitor with Chairman & Managing Director and other Executives. Integrity Pact is being updated as per CVC circulars. Integrity Pact Policy is available on the web site of the Company.

As per the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per section 177(9) of the Companies Act, 2013, every listed companies shall formulate a vigil mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns. Your Company has adopted a Whistle Blower Policy to provide appropriate avenues to all permanent employees to make protected disclosure as per the whistle blower policy. The Policy provides for adequate Safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year in this regard. The Whistle Blower Policy is placed in the website of the company.

No disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

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

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

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. by the Regulators No significant or Courts or Tribunals which impact the going concern status and Company?s operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

HOCL received Abhinandan Patra among medium industries from M/s.National Safety Council, Kerala Chapter. This prestigious award recognizes our organization?s outstanding commitment to workplace safety and health, setting exemplary standards within the industry. The dedication to implementing best practices and proactive risk management strategies has not only ensured the well-being of our employees but has also contributed significantly to fostering a culture of safety across the sector.

HOCL has received the Best Guest Safety Worker Award among Category I from the Department of Factories and Boilers, Govt of Kerala during the year 2024.

HOCL received Regional Rajbhasha Puraskar for the year 2023-24, the First prize for the best implementation of the Official Language Policy,

HOCL bagged the First prize from the Town Official Language Implementation Committee (PSU), Kochi for best implementation of Official Language policy in the company for the year 2023-24.

• HOCL bagged Consolation prize for its house Journal ‘Pehchaan? under the ‘Best Home Magazine Award? for the year 2023-24 from the Town Official Language Implementation Committee (PSU), Kochi.

The Board of Directors are extremely thankful to all officials of Department of Chemicals & Petro-chemicals, Ministry of Chemicals & Fertilizers, Government of India for the continued support extended to HOCL. The Directors thank the Company?s employees, customers, vendors, investors and other stake holders for their continuous support.

The Directors also express their grateful appreciation for the support and co-operation from officials of Governments of Maharashtra, Government of Kerala, and other Government departments and agencies, Banks, financial institutions, local bodies and all Auditors of the company. The Board places on record its gratitude to the members of the Company for their support and confidence in the management. The Directors appreciate and value the contribution made by each member of the Hindustan Organic Chemicals Limited family.