Hindcon Chemicals Ltd Directors Report

Your Directors take pleasure in presenting the 27 th (Twenty Seventh) Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31,2025.

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	FY-2024-25	FY-2023-24	FY-2024-25	FY-2023-24
i. Gross Turnover	5658.68	6167.01	5658.58	6450.94
ii. Other Income	196.06	175.40	189.23	168.34
iii. Total Income	5854.74	6342.41	5847.91	6619.28
iv. Expenses other than Finance Cost and Depreciation	5229.39	5451.73	5235.54	5741.25
v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	625.35	890.68	612.37	878.03
vi. Finance Cost	7.72	7.56	7.72	7.56
vii. Depreciation	81.98	35.38	81.98	35.38
viii. Profit/(Loss) before Tax & Exceptional Item	535.65	847.74	522.67	835.09
ix. Exceptional Items	-	-	-	-
x. Profit before Taxation (PBT)	535.65	847.74	522.67	835.09
xi. Tax including Deferred Tax	(139.55)	(209.34)	(139.67)	(211.89)
xii. Profit after Taxation (PAT)	396.10	638.40	383.00	623.20
xiii. Other Comprehensive Income	22.66	24.39	67.52	186.85
xiv. Total Comprehensive Income	418.76	662.79	450.52	810.05
xv. Profit / (Loss) of minority interest	-	-	2.91	5.14

STATE OF COMPANYS AFFAIRS AND OPERATIONS

During the year under review, your Company on standalone basis has achieved an income of H5,854.74 lakhs which is 7.69 % lower as compared with the previous financial year. Further, the Company has earned a net profit of H396.10 lakhs in the financial year 2024-25. The Company has produced 13,514.83 MT of Sodium Silicate and Construction Chemicals during the financial year as compared to 15,457.44 MT of Sodium Silicate and Construction Chemicals in the previous financial year which is 12.57% lower as compared with the corresponding previous financial year.

OUTLOOK

Our Company has a varied portfolio of over 120 products which has strengthened our position as a one-stop shop for construction chemicals. We strive to serve our customers with best-in-class solutions. The company maintains stringent quality standards, backed by certifications such as ISO 9001:2015, BIS 9103 and BIS 2645. It is affiliated with prominent industry bodies including FOSMI and the Merchant Chamber of Commerce. As an active member of the Indian Green Building Council, the company also champions sustainable construction practices and eco-friendly product innovation. The Company is optimistic of increasing its revenue contribution from the retail segment 10 folds in the next 5 years.

We intend to widen our portfolio by consistently adding new products each year over the next five years. The Company is also focused on scaling up production to achieve at least 18,000 MT of Sodium Silicates and Construction Chemicals in the forthcoming years.

Hindcons new manufacturing unit in Munshirhat, West Bengal, which was commissioned in the previous financial year, became fully operational. Set up with an investment of approximately H5 crores, funded entirely through internal accruals, the facility represents a strategic step towards backward integration. By bringing critical manufacturing processes in-house, the unit enhances control over quality, production timelines, and overall cost efficiency.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company and the Company continues to concentrate on its own business.

DIVIDEND

In order to meet the cost of the new project from internal accruals, to the extent possible, your Board has decided to escape dividend for the financial year 2024-25.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2025 stood at H10,23,81,250/- comprising of 5,11,90,625 shares of H2/-each fully paid.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.

DEPOSITS

Your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve for the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended 31 st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended on 31 st March, 2025;

iii) The Directors have taken proper and sufficient care 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;

iv) The Directors have prepared the annual accounts for the financial year ended 31 st March, 2025 on a going concern basis;

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure-A as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

The Companys philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which helps in achieving the goal of maximizing value of Companys stakeholders in a sustainable manner.

Your Companys Governance structure is built on transparency, integrity, ethics, honesty and accountability as core values, and the management believes that practicing each of the secreates the right corporate culture attaining the purpose of Corporate Governance. Your Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the applicable Regulations as issued by Securities and Exchange Board of India and as amended from time to time. A report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance attached to this report and marked as Annexure -B & C respectively.

The certification by CEO& CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure -D.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/ Non-Executive Directors, senior management and all the employees of the Company and the same has also been placed on the weblink of the Company at https://hindcon.com/wp-content/ uploads/2020/12/Code-of-Conduct-Final.pdf.

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a declaration signed by the Managing Director (CEO) to this affect is at Annexure-E.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management Discussion and Analysis Report, in terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms the part of this Annual Report as enclosed Annexure-F

COMPANYS WEBSITE

The website of your Company www.hindcon.com displays the Companys businesses up-front on the home page. The site carries a comprehensive database of information of all the Chemicals and Chemical products including the Financial Results of your Company, Shareholding Pattern, Directors& Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI ( LODR) Regulations, 2015 has been uploaded.

LISTING OF SECURITIES IN STOCK EXCHANGE

The shares of the Company are listed at the National Stock Exchange of India Limited (NSE). The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchange and the depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

i) Retirement by Rotation:

Mr. Ramsanatan Banerjee (DIN: 05191594), Executive Director of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

ii) Appointment /Re-appointment of Executive Directors / Independent Directors:

During the year under review there were no appointment / Reappointment of Executive Directors or Independent Directors.

iii) Appointment and Resignation of Whole-time Key Managerial Personnel (KMP):

The present Whole-time Key Managerial Personnel of the Company are as follows:-

i. Mr. Sanjay Goenka - Chairman &Managing Director

ii. Mr. Kashi Nath Dey - Chief Financial Officer

iii. Mrs. Swati Agarwal - Company Secretary & Compliance Officer

Ms. Ankita Banerjee had resigned from the office of Company Secretary & Compliance Officer (designated as the Whole time Key Managerial Personnel) of the Company w.e.f 1 st January, 2025, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Mrs. Swati Agarwal was appointed as the Company Secretary & Compliance Officer (designated as the Whole-time Key Managerial Personnel) of the Company by the Board at its meeting held on 28 th March, 2025 w.e.f. 31 st March, 2025, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy on an annual basis.

iv) Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b. they have registered their names in the Independent Directors Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

Ms. Anushka Gupta, Chartered Accountants, Peer Reviewed, (MRN No. 313960), Chartered Accountant, was appointed as the Statutory Auditors of the Company at the 26 th Annual General Meeting (AGM) of the Company held on 20 th August, 2024 for a period of 5 (five) years and continue to hold the office of Auditors till the conclusion of the 31 st AGM of the Company to be held for the Financial Year 2028-29.

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

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Internal Auditor:

M/s. Amit Ved Garg & Co., Chartered Accountants, continued to be the Internal Auditors of the Company to carry out the Internal Audit for the year 2024-25 under the provisions of section 138 of the Companies Act, 2013.

The Company has received consent letter from M/s. Amit Ved Garg & Co., Chartered Accountants, for their re- appointment as the Internal Auditors of the Company for the financial year 2025-26 and the Board, on recommendation of Audit Committee has re-appointed them accordingly.

(iii) Secretarial Auditors:

The Secretarial Audit Report (MR-3), issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Peer Reviewed), Kolkata, for the FY 2024-25, is given in Annexure G to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Compliance Report for the financial year ended 31 st March, 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at www.hindcon.com.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary (Membership No.:3811 ; CP No.:

3982), Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 32 nd AGM of the Company and to conduct the secretarial audit of the Company for a period of 5 years effective from FY 2025-26 till FY 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of shareholders.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the Code of Conduct to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company. Further, the Company has also implemented a Structured Digital Database as mandated under the above Regulations.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is duly placed on the Website of the Company at www.hindcon.com.

DISCLOSURES AS PER APPLICABLE ACT AND SEBI (LODR) REGULATIONS, 2015

i) Related Party Transactions:

All transactions entered with related parties in the ordinary course of business during the F.Y.2024-25 on arms length basis were done in accordance to omnibus approval of Audit Committee and other transactions which are not on arms length basis are done with due approval of Audit Committee and Board in accordance to the provisions of Section 188(1) of the Act and applicable SEBI (LODR) Regulations, 2015.

There was no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large. Details of contracts which are not on arms length basis and material transaction on arms length basis are detailed in Form AOC-2 and annexed as Annexure -H to the Boards Report.

The other disclosures regarding the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy.

ii) Particulars of Employees and Managerial Remuneration:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure -I

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess

of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

iii) Number of Board Meetings:

During the financial year ended March 31, 2025, 7 (Seven) Board Meetings were held on 16 th May, 2024, 16 th July, 2024, 8 th August, 2024, 12 th November, 2024, 29 th January, 2025, 24 th February, 2025 and 28 th March, 2025.

The gap between any two consecutive meetings was in accordance to the Regulation 17(2) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and the provision of Companies Act, 2013.

The attendance details of each Director at the Board meetings held during their tenure is given herein below:

Sl. No.	Name of the Directors	No. of meetings held	No. of Board meetings attended
1	Mr. Sanjay Goenka	7	7
2	Mr. Ramsanatan Banerjee	7	7
3	Ms. Nilima Goenka	7	7
4	Mr. Binay Kumar Agarwal	7	7
5	Mr. Girdhari Lal Goenka	7	6
6	Ms. Divyaa Newatia	7	7

The meetings of the Board are generally held at the Registered Office of the Company.

Evaluation of the Boards Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties &obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

iv) Committees of the Board:

As on March 31, 2025 the Board had four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

a. Audit Committee:

The Board had constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

Vigil Mechanism Policy

By virtue of Vigil Mechanism Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism.

Details of establishment of the Vigil Mechanism have been uploaded on the Companys website: www.hindcon.com.

b. Nomination and Remuneration Committee:

The Board had constituted the Nomination & Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

Nomination, Remuneration and Evaluation Policy:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made therein and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (as amended from time to time), the Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration being support for strategic objectives, transparency, internal & external equity, flexibility, performance driven remuneration, affordability and sustainability and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company.

The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at its weblink at: http://www.hindcon.com/wp- content/uploads/2018/05/Nomination-Remuneration- Policy-Final.pdf

c. Composition of Stakeholders Relationship Committee:

The Board had constituted the Stakeholder Grievance Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

d. Composition of Corporate Social Responsibility Committee:

The Board had constituted the Corporate Social Responsibility Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report

Further, details regarding CSR Activities / Initiatives undertaken by the Company are mentioned in the Annual Report on CSR Activities enclosed as Annexure -J to this Report. The CSR policy is also uploaded on the Companys website i.e. on www.hindcon.com.

v) Meeting of Independent Directors for FY 2024-25:

During the year under review, the Independent Directors of the Company met on 29 th January, 2025 and carried out evaluation of the Non-Independent Director and the Board as a whole.

vi) Annual Return:

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, the draft Annual Return for FY 2024-25 is placed on the Companys website https://www.hindcon. com.

The aforementioned Annual Return may undergo changes, alterations, or modifications as necessary following the adoption of the Directors Report by the Shareholders at the 27 th Annual General Meeting, as well as the receipt of the Certificate from the Practicing Company Secretary (PCS). Shareholders acknowledge and authorize the Board/Company to make these adjustments. Furthermore, the final version of the Annual Return, once filed with the Ministry of Corporate Affairs, will be made available on the Companys website.

vii) Risk Analysis:

The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

viii) Internal Financial Control:

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act and the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Companys internal financial control over financial reporting and the report of the same is annexed with Auditors Report.

ix) Disclosure Relating To Material Variations:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no such material variances in the Company.

x) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013.

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31 st March, 2025 and form a part of this Annual Report.

xi) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report:

There is no material change since the closure of the financial year till the date of the report affecting any financial position of the Company.

However, M rs. Swati Agarwal, Company Secretary & Compliance Officer of the Company had resigned w.e.f. 2 nd May, 2025 and Ms. Ankita Banerjee was again appointed as Company Secretary & Compliance Officer of the Company w.e.f. 20 th May, 2025.

xii) Subsidiaries, Associates or Joint Ventures:

As on 31 st March, 2025 Company has one Subsidiary Company viz. M/s. Hindcon Solutions Private Limited and majority stake in LLP viz Hindcon Specialty Chemicals LLP

The consolidated financial statement in this Annual Report is as per the Accounting Standards as laid down by the Institute of Chartered Accountants of India. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will also be available on our website including financial statement of Subsidiary Company. These documents will also be available for inspection during business hours at the Registered Office of the Company. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.

Further a statement containing the salient features of the financial statement of our Subsidiary Company and LLP in the prescribed format AOC-1 is appended as Annexure-K to this Boards Report.

xiii) Secretarial Standards

Secretarial Standards, i.e. SS-I, SS-II and SS-III, relating to Meetings of the Board of Directors, General Meetings and Dividend respectively, to the extent as applicable have been duly followed by the Company.

xiv) Internal Complaint Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company maintains a strict zero-tolerance approach towards sexual harassment in the workplace. We are committed to creating and sustaining a safe, respectful, and inclusive work environment for all employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the corresponding rules, your Company has implemented a comprehensive Policy on the Prevention, Prohibition, and Redressal of Sexual Harassment. This policy applies to all employees, whether permanent, contractual, temporary, or trainees, ensuring that every individual is protected and treated with dignity and respect. We are dedicated to fostering a culture of accountability and providing a supportive mechanism for addressing any grievances related to sexual harassment. The PoSH policy is also placed on the Companys website at https://www. hindcon.com

The summary of the Sexual Harassment complaints received during the 2024-25 are as under:

Number of complaints received	Number of complaints resolved	Number of complaints pending
NIL	NIL	NIL

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS

The industrial relation during the year 2024-25 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Companys operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the Companys management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.

	On behalf of the Board of Directors
	For Hindcon Chemicals Limited
Registered Office:	sd/-	sd/-
62B, Braunfeld Row,	Sanjay Goenka	Nilima Goenka
Kolkata - 700 027	Chairman & Managing Director	Whole time Director
Date: 08.08.2025	DIN: 00848190	DIN: 00848225