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:

(Rs. in Lakhs)

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.

10. EXTRACT OF ANNUAL RETURN

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

11. SUBSIDIARY COMPANY

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 29^th January, 2020 informed the decision of Cabinet
Committee on Economic Affairs, directing closure of HFL, which was
approved by the shareholders on 30^th 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.

12. RELATED PARTY TRANSACTIONS

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
business. There were no materially significant transactions with Related
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.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The details in this regard forms part as Annexure IV to the Board's
Report.

14. CORPORATE GOVERNANCE AS PER SEBI REGULATIONS

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 Annual Report. The requisite certificate from the practicing company
secretaries confirming with the conditions of Corporate Governance is
attached to the report on Corporate Governance.

15. COMPLIANCE OF CORPORATE GOVERNANCE GUIDELINES
ISSUED BY DEPARTMENT OF PUBLIC ENTERPRISES

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 4^th
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.

16. BOARD EVALUATION:

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.

17. KEY MANAGERIAL PERSONNEL:

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]

18. DETAILS OF DIRECTORS OR KMP’S WHO WERE APPOINTED,
CEASED OR HAVE RESIGNED DURING THE YEAR:

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.

19. PARTICULARS OF EMPLOYEES

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.

20. COMPOSITION OF AUDIT COMMITTEE AND NON-ACCEPTANCE
OF ANY RECOMMENDATIONS OF AUDIT COMMITTEE.

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.

21. COMMITTEES OF THE BOARD

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)

22. SECRETARIAL STANDARDS

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

23. DIRECTOR’S RESPONSIBILITY STATEMENT

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
31^st 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 31^st March, 2025 and the profit or loss of the
Company for that period.

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

(d) That the annual accounts for the year ended 31^st 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.

24. INDEPENDENT DIRECTORS DECLARATION

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.

25. DISCLOSURE ON REAPPOINTMENT OF INDEPENDENT
DIRECTORS

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

26. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF
DIRECTORS ETC.

As per notification dated 5^th 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
remuneration including criteria for determining qualifications, positive
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 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.

27. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES
REMUNERATION AND OTHER PRESCRIBED ELABORATE
DISCLOSURES AND DETAILS:

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 matters.

28. AUDITORS

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 25^th 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, 2^nd 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 for FY 2024-25. They have submitted quarterly reports for
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
financials. The report of CAG under Section 143(6)(b) of the
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
31^st March, 2025 is annexed to this Report. The observations in
the Secretarial Audit report and the management response thereof
are given below:

29. Details of vigilance cases for the Financial Year 2024-25

30. STATUS OF PENDING CAG PARAS AND MANAGEMENT
REPLIES: Nil

31. SAFETY, HEALTH AND ENVIRONMENT

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 efficiency and employee
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 fire service 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
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
fire suppression 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.

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

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

Ý 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.

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

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

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

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

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

Ý 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.

Ý 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.

32. RESERVATION AND OTHER WELFARE MEASURES FOR
SCHEDULED CASTES/SCHEDULED TRIBES/ OTHER BACKWARD
CLASSES AND PERSONS WITH BENCHMARK DISABILITIES.

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.

Representation of SC, ST, OBC, PwBD and Women in employment
position as on 31 03 2025

33. IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY.

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 04^th 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 14^thto 29^th 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 colleges during
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 10^th 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,
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 11^th to 13^th 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.

34. CITIZEN’S CHARTER, PUBLIC GRIEVANCE REDRESSAL (PG),
CUSTOMER CARE SYSTEM (CCS) & RIGHT TO INFORMATION
(RTI)

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
year 2024-25 is given below:

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

35. MICRO, SMALL & MEDIUM ENTERPRISES (MSME)

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 facilitate greater involvement
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
Effect) and Lean certifications, which are designed to improve 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 certification process

36. SOCIAL, ENVIRONMENTAL AND ECONOMIC RESPONSIBILITIES
AND BUSINESS RESPONSIBILITY REPORT

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
overall performance of the Organization by effectively controlling the
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.

We also effectively plan and implement various actions to address risks
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.

37. DETAILS OF CSR ACTIVITIES DURING THE YEAR

Company since its inception is very much aware about its social
responsibility. For over five 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 financial
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
the students to manage waste efficiently and also to serve as an
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.

Other activities during the year under review.

Ý 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.

Ý 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.

Ý Celebrated the 78^th Independence Day with various programmes.
HOCL has organized a mass run on Independence Day with the
Slogan “SAY NO TO DRUGS”.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

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

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

38. INDUSTRIAL RELATIONS:

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.

39. MANPOWER STATUS:

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

40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

41. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE STATUTORY AUDITORS

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

42. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

Nil

43. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

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 for
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.

44. CONSERVATION ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

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 IE3
motor: Electrical energy savings Rs.1.35 lakhs/year

B. Technology Absorption

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

45. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

Key Threats include:

• Competition from domestic / imports and fluctuation in the input
prices

• High input costs

• High utility costs

• High overheads

• 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

46. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
WHICH HAVE BECOME OR CEASED TO BE.

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.

47. DEPOSITS:

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

48. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS
IN FUTURE:

Nil

49. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

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
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.

Annual Report for the year 2023 The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013-:

No. of complaints received: Nil

No. of complaints disposed of: Nil

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

50. VIGILANCE MECHANISM:

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. The
Vigilance 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.

51. INTEGRITY PACT

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.

52. WHISTLE BLOWER POLICY

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.

53. GENERAL

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.

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

• 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.

54. AWARDS & RECOGNITION

• 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.

55. ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors of Hindustan Organic

Chemicals Limited

Sd/-

Yogendra Prasad Shukla
Chairman and Managing Director
DIN:09674122

Date: 13.08.2025

Place: Ernakulam, Kerala