Hindustan Organic Chemicals Ltd Directors Report

as under. Rs. In Lakhs

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 31.03.2026 is provided in the Annual Report.

In view of the loss incurred during the current year, the Board of Directors do not recommend any Dividend for the year under review.

There was no change in the nature of business of the Company during the FY 2025-26.

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 companys 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.

During the year 2025-26, the company has achieved a Gross Income of Rs.593.02/- crore against Rs.558.61/- crore during the previous year registering an increase of 6.16%.

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

During the financial year the Six (6) 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, 2026 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. The equity shares of HFL has been delisted from BSE w.e.f 06.02.2026. 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 11 to the Boards Report.

All the Related Party Transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There were no materially significant transactions with Related Parties during the financial year 2025-26 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 Management Discussion & Analysis report forms part as Annexure IV to the Boards Report.

HOCL is committed to good Corporate Governance as per the requirements of SEBI Regulations, Companies Act and DPE Guidelines. 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 annexed 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 online on the portal of DPE 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 31.03.2026 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.

HOCL is a Central Public Sector Enterprises (Government Company) and the appointment of Directors, both Executive & Non-Executive are made by the Government of India. Therefore, HOCL is not required to laid down any criteria for performance evaluation of the Independent Directors and other Board Members. However, inputs on performance of Independent Directors are being submitted to the administrative Ministry.

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

a) Shri Sangram Kumar Mishra - Chairman & Managing Director [DIN: 11337117]

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

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

a) Shri Yogendra Prasad Shukla, Director (Finance) was holding the additional charge of Chairman & Managing Director from 01.09.2025 till 07.10.2025

b) Shri Sangram Kumar Mishra has taken charge as Chairman and Managing Director for a period of five years w.e.f08-10-2025.

c) Shri Vinay Kumar Sharma has ceased as Non-Official Independent Director w.e.f 04.06.2026 due to completion of tenure.

As per the provisions of Section 197 of the Companies Act, 2013 and rules made thereunder, Government Companies are exempted from inclusion of the statement of particulars of employees. The information has, therefore, not been included as part of the Directors Report.

During the FY 2025-26, 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 Companys Board has the following Statutory 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, 2026; 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, 2026 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 31st March, 2026 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 declarations from each of the Independent Directors that they meet the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and listing regulations.

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

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 Companys website. Accordingly, the disclosure regarding policy on Directors 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.

The provisions of Section 134 (3)(e) of the Act are not applicable to a Government Company. Consequently, details on Companys 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 employees 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.

M/s. Balan & Co, Chartered Accountants, Kochi was appointed as Statutory Auditors of your Company for FY 2025-2026 by C&AG.

The auditors have furnished a declaration confirming their independence as well as their arms 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.

The Board of Directors had appointed M/s. B.B.S Associates as Cost Auditors of your Company for FY 2025-26. In the 64th AGM held on 26th September, 2025 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.

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 for FY 2025-26. They have submitted quarterly reports for FY 2025-26.

Supplementary Audit of financial statements (Standalone & Consolidated) was conducted by Principal Director of Audit (Industry & Corporate Affairs), New Delhi. The Comptroller & Auditor General of India (CAG) has conducted the supplementary audit of the financial statements of HOCL for the year ended 31.03.2026 and issued comments 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. The management replies to the comments of CAG is given below. The statutory auditors have also concurred with the management replies.

The Board of Directors had appointed M/s. S Basu & Associates., Practising Company Secretaries to conduct Secretarial Audit for five financial years from the FY 2025-26. The Secretarial Audit Report in accordance with Section 204 of Companies Act, 2013 for the Financial Year ended 31st March, 2026 is annexed to this Report. The observations in the Secretarial Audit report and the management response thereof are given below:

HOCL is an IMS (Integrated Management System) certified organization 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).

The company has achieved 1044191 safe man hours for the year 2025 with no lost time accidents. Since last reportable incident our

organisation has achieved 6 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.

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. Additional safety training was imparted for contract employees prior to works for creating more awareness on the safety precautions and use of PPEs to be used while working inside the plant. Tool box talks were carried out for each critical works.

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.

The Safety Committee from M/s. KMML conducted a visit to our organization as part of their ongoing safety review initiatives. The visit included site inspections and constructive discussions for improving current safety measures

M/s. Anjo George (Civil Deaprtment) working in HOCL bagged "Best Safety Worker" from the Department of Factories and Boilers, Government of Kerala. Since the inception of the Best Safety Worker Awards, it was for the First time HOCL was the recipient of this award.

HOCL has been honoured with the prestigious Suraksha Puraskar for the best Performance in safety from M/s. National Safety Council- Kerala Chapter on achieving commendation in Medium Industries (Chemicals) during the year 2025. Adding to this achievement Mr. R Shaji (Utilities department) secured first prize in both Malayalam Safety Essay and Malayalam Safety Elocution competitions, bringing further pride to the organisation.

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

In the areas of Health, the company continued to carry out periodic medical examinations as well as statutory

requirements of fitness check-up for our employees. The key health initiatives undertaken by the company are as follows:

• • On 26.05.2025 a Wellness camp was conducted by MedEnnove8

Pvt. Ltd., which included eye check-up, BMI assessment, ideal body weight evaluation, blood glucose testing, and cholesterol screening.

• • On 18.07.2025 a general Medical camp conducted in the township

by Welcare Hospital.

• • On 23.09.2025 a Physical examination was conducted for

housekeeping staff.

• • On 29.01.2026 RCM Eye Hospital conducted a free eye check-up

camp for employees.

• • On 27.02.2026 CPR training sessions were initiated for all

employees, with such sessions scheduled to be conducted every Friday.

• • On 03.03.2026 an Eye check-up camp conducted for all

employees was organized by Sreedhareeyam at the Recreation Club.

• • On 08.07.2026 a general health screening camp covering Malaria,

HIV/AIDS, diabetes, and general health screening camp conducted by KSACS and LISS India.

• • Information, Education, and Communication (IEC) stickers on

tuberculosis (TB) awareness were displayed across the workplace to promote awareness and preventive health practices.

• • HOCL has always been a front runner in contributing towards

various Government Campaigns such as "TB Mukt Bharat" whereby employees have been screened for TB and awareness campaigns conducted to eliminate TB.

• • HOCL has also contributed in raising awareness about the

physical, mental, and spiritual benefits of yoga among citizens and employees by conducting International Day of Yoga every year.

In alignment with its commitment to environmental protection and sustainability, Hindustan Organic Chemicals Limited has undertaken several proactive initiatives to minimize its ecological footprint and promote environmental awareness. The levels of pollutants emitted from the factory and surrounding areas continue to remain well within the permissible limits prescribed by regulatory authorities.

As part of its environmental stewardship initiatives, HOCL conducted various awareness programmes, competitions and cleanliness drives under the Swachh Bharat initiative. Plant premises were beautified with the active participation of employees, fostering a strong sense of ownership and responsibility toward environmental conservation.

Extending its efforts beyond the plant premises, HOCL also organized cleanliness activities in nearby schools and public roads to enhance community awareness and encourage sustainable environmental practices.

World Environment Day 2025 was observed with great enthusiasm through sapling plantation drives and a series of competitions based on the theme "Beat Plastic Pollution." In connection with the observance on 5 June 2025, HOCL organized a special Inter-Departmental Competition aimed at promoting environmental awareness and plant cleanliness.

All departments actively participated in a friendly competition to collect the maximum quantity of non-biodegradable waste from within the

HOCL plant premises. The programme witnessed enthusiastic participation from employees across all departments and significantly contributed to improving cleanliness and environmental consciousness within the organization.

Demonstrating its commitment to responsible 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 environmentally sound disposal practices.

To ensure strict regulatory compliance, HOCL has implemented a 24x7 Online Effluent Monitoring System and Continuous Stack Monitoring System in accordance with the guidelines of the Central Pollution Control Board (CPCB) and the Kerala State Pollution Control Board (KSPCB).

Regular safety inspections and "Safety Walks" conducted by the Safety Committee, along with daily patrols by the Fire & Safety team, serve as important mechanisms for continual environmental and safety improvement. Compliance with internal and external audits under ISO 14001 (Environmental Management System), as part of the Integrated Management System (IMS), further reflects the organizations commitment to maintaining high environmental standards.

Feedback received through near-miss reporting systems and HSE suggestions is systematically reviewed and addressed, reinforcing HOCLs ongoing commitment to environmental protection, sustainability, 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 the Official Language in its day-to-day official work. Various programmes and activities were organized during the year 2025-26 to encourage the propagation and effective implementation of Official Language Hindi in the Company. A Rajbhasha Seminar on the theme "The increasing Contribution of Technology in the Implementation of Official Language Hindi" was organized on 07.08.2025, in which officers and employees participated enthusiastically. In addition, a management programme was conducted for Head of the Departments to enhance awareness of Official Language policies and to strengthen their leadership role in the effective implementation of Hindi.

The Companys Hindi Officer participated in the Hindi Day Celebrations-2025 and the 5th All India Official Language Conference held in Gujarat on 14-15 September 2025, and gained insights into the

latest policies, technologies, and best practices relating to the implementation of the Official Language. Hindi Month Celebrations were organized at the Kochi Office and Factory from 1st to 30th September

2025. On this occasion, various Hindi competitions were conducted for employees, employees children, school students, and college students, which witnessed enthusiastic and wide participation. To promote the use of Hindi in official work and to ensure its effective use in digital platforms, computer-based Hindi training programmes were also organized for employees.

To assess the progress of Official Language implementation during the year 2025-26, an Official Language Inspection of the Kochi Office was carried out on 15.10.2025 by Shri Kale Khan, Assistant Director, DCPC, Ministry of Chemicals and Fertilizers, New Delhi. During the inspection, the use of Official Language Hindi in the office and compliance with the Official Language Policy were reviewed, and necessary guidance was provided. The Company also actively participated in the half-yearly meetings of the Town Official Language Implementation Committee (Undertakings), Kochi, and shared information on Official Language activities and best practices with other member organizations.

The Company achieved a significant milestone in the effective and exemplary implementation of Official Language Hindi. Under the Regional Official Language Award Scheme (2024-25) instituted by the Department of Official Language, Ministry of Home Affairs, Government of India, Hindustan Organic Chemicals Limited (HOCL) was selected for the First Prize. The award was presented at the Joint Official Language Conference of the Central, Western and Southern Regions organized by the Department of Official Language at Indore on 20th January 2026. The award was conferred by Shri Bandi Sanjay Kumar, Honble Minister of State for Home Affairs, Government of India, and Shri Shankar Lalwani, Honble Member of Parliament, Indore. The Shield was received by Shri Ramesh O., Chief Manager (HR/OL), and the Certificate was received by Shri M. V. Arun, Senior Hindi Officer, on behalf of the Company.

On the occasion of World Hindi Day, a special Official Language Seminar was organized for Hindi students of Sree Kerala Varma College, Thrissur. The seminar comprised four sessions on the topics "Hindi as a Global Language and Students", "Official Language Policy", "Official Language and Employment Opportunities", and "Hindi and Information Technology". A quiz competition was also conducted for the students as part of the programme. Further, on 09th January 2026, an Official Language Orientation Programme was organized in the Company for Head of the Departments, officers, and employees to mark World Hindi Day. On the same occasion, a News Reading Competition was also conducted for employees.

On 20th February 2026, on the occasion of International Mother Language Day, a lecture programme and a quiz competition were organized for Hindi students in association with Sree Sankara Vidyapeetom College, Ernakulam. On the same occasion, an essay competition on ones mother tongue, including Hindi, was also conducted for employees. Further, as part of the Joint Hindi Fortnight Celebrations organized by the Town Official Language Implementation Committee (Undertakings), Kochi, song competitions for male and female employees were conducted in the Company on 10th February

2026.

Four practical computer-based Hindi training programmes were conducted for the officers and employees of the Company on 22.09.2025 and during the period from 16th to 21st March 2026. During the year, four meetings of the Official Language Implementation Committee were held on 08.05.2025, 06.08.2025, 25.11.2025, and 18.03.2026.

During the year 2025-26, the combined issue of the Companys Official Language house journal, ‘Pehchan, was successfully published, providing a platform for Hindi literary contributions from employees and other writers. Under the Incentive Scheme for Original Work doing in Hindi, aimed at encouraging the use of Hindi for carrying out original official work, cash awards were presented to 18 employees for performing their official work in Hindi.

In recognition of its outstanding performance in the effective implementation and promotion of Official Language Hindi, Hindustan Organic Chemicals Limited (HOCL) was awarded the ‘Rajbhasha Implementation Award (First Prize) for the year 2024-25 by the Town Official Language Implementation Committee (TOLIC), Kochi. In addition, the Companys Official Language house journal, ‘Pehchan, received the ‘Encouragement Award under the category of ‘Best House Journal Award for the year 2024-25. The award was conferred in appreciation of the Companys contribution towards the promotion of Hindi literary and Official Language activities and for fostering the development of Hindi through its house journal. The award was received on behalf of the Company by Smt. Sindhu D., Chief General Manager (Fire & Safety/QC/MSS/TSS).

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 of during the year 2025-26 is given below:

In line with the Governments 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 participated in 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 HOCLs purchases by value are petroleum products (such as LPG, Benzene, Furnace Oil, and Hydrogen), supplied by M/S BPCL via pipeline transfer and RLNG from M/s. IOCL through GAIL Pipeline, which are not manufactured by MSMEs and are not available on the GeM portal. HOCL also participated in review and monitoring meetings conducted by the Ministry of MSME regarding the mandated Public Procurement Policy for CPSEs. 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.

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 Organizations 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.

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.

HOCL has incurred losses during the financial years 2022-22, 2023-24. With regard to financial year 2024-25, there was a 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 2024-25. However, during financial year 2025-26 there was no profit. Accordingly, HOCL is not required to carry out any CSR activities during the year under review.

• • Ambedkar jayanthi: On 15th April 2025 HOCL Paid homage to

Dr. B R Ambedkar in observance of Ambedkar Jayanti, commemorating his invaluable contributions to the nation.

• • National Road Safety Observance: As part of National Road

Safety Observance Month, HOCL conducted a spot quiz on road safety, including employees, security and canteen staff, tanker drivers and visiting college students.

• • World Hindi Day celebration: On 09.01.2026 (Friday), a full-day

World Hindi Day celebration was organized jointly by Hindustan Organic Chemicals Limited and the Department of Hindi, Sree Keralavarma College, Thrissur. The programme began with a Quiz Competition, followed by the Inaugural Session. During the programme, four sessions were conducted in which expert speakers shared their views on various topics related to Hindi.

• • National Energy Conservation Day: HOCL observed National

Energy Conservation Day from 14/12/2025 to 18/12/2025 to raise awareness about the importance of energy conservation and to promote sustainable energy practices. The campaign served as a reminder of the finite nature of energy resources and the need to protect the environment by reducing energy consumption. An

Essay Writing Competition on "Role of Individuals in Conserving Energy" was held on 16/12/2025, followed by a Quiz Competition on Energy Conservation on 18/12/2025. Employees actively participated in all the events.

• • Swachhta Pakhwada: HOCL observed Swachhta Pakhwada

from 01.09.2025 to 15.09.2025. Factory area was cleaned by the employees and contract workers. All necessary accessories, aids were provided to the teams. As part of the community outreach initiative the Community Health Centre near HOC Township Irumpanam Tripunithura and Asramam Kavala Anganavadi near HOCL factory were cleaned and school bags were distributed to the children.

• • Swachhata Hi Seva 2025: HOCL actively participated in the

Swachhata Hi Seva 2025 campaign through several initiatives:

• • Safai Mitra Suraksha: HOCL has conducted awareness

sessions to the House keeping staff. Apart from this a health check-up camp was also organised for the house keeping staff of HOCL. The health check-up camp was conducted at our Occupational Health Centre and health cards were introduced for the house keeping staff of HOCL.

• • Ek Din Ek Ghanta Ek Sath: As part of the Ek Din Ek Ghanta Ek

Sath campaign, the employees of HOCL participated in the mass cleanliness campaign carried out on Pan India basis. The road and the bus shelter Infront of HOCL was cleaned by the employees of HOCL. The General Public and LSG authorities also participated in the campaign.

• • Swachhata Diwas celebrations: The Swachhata Diwas

celebrations was organised at HOCL Township on 02/10/2025. The Swachhata Diwas celebration was inaugurated by Mr. Yogendra Prasad Shukla (Director Finance HOCL) in presence of Mr. M J Jagadeesh (Executive Director & Unit in charge). The celebrations commenced with floral tributes to the portrait of the Father of the Nation, Mahatma Gandhi, followed by various cleanliness and awareness activities.

• • Tiranga Trot: A mass run was organized on Independence Day to

spread the message about drug abuse. Approximately 350 participants including HOCL employees and general public took part in the mass run.

Your company continued to maintain the overall Industrial Relation situation to be peaceful and cordial during the year 2025-26. 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, 2026 was 171 consisting of 121 Officers and 50 non-officers categories.

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.

Nil

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 organizations pace of growth and increasing complexity of operations.

Major Energy Conservation Activities / Projects Implemented in 202526

• • Replacement of conventional lights with LED lights: Electrical

energy saving Rs.0.40 lakhs per year

• • Replacement of Old AC with New 5star rating ACs: Electrical

energy saving Rs.0.09 lakhs per year

• • Replacement of conventional fan with Energy Efficient BLDC

fans: Electrical energy saving Rs.0.46 lakhs per year

• • Replacement of conventional motor with energy efficient IE3/IE4

motor: Electrical energy savings Rs.0.85 lakhs per year

• • Commissioning of process Air Compressor for Cumox Plant:

Rs.149 lakhs per year

• • Commissioning of VFD on CT fan: Rs.1.93 lakhs per 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. 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

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. HFL has been delisted from BSE w.e.f 06.02.2026 and is under the process closure.

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

Nil

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, Womens 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

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 Companys 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.

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. 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 either these matters were not applicable or 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 Companys 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.

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• • 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 2025.

• • HOCL received Regional Rajbhasha Puraskar for the year 2024

25, 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 2024-25.

• • HOCL bagged Consolation prize for its house Journal ‘Pehchaan

under the ‘Best Home Magazine Award for the year 2024-25 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 Companys 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 HOCL family.