The Board of Directors presents herewith the 63^rd Annual Report of your Company along with the Audited Statement of Accounts for the financial year 2023-24.

1. FINANCIAL RESULTS

The financial results for the year ended 31.03.2024 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 year 2023-24.

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 31.03.2024 is provided in the Annual Report.

4. DIVIDEND

In view of the loss incurred during the current year, 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 2023-24.

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 and preference share capital is Rs.270 crores respectively. The company's 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.

7. FINANCIAL HIGHLIGHTS

During the year 2023-24, the company has achieved a Gross Income of Rs.720.58 crore registering an increase of 12.07% as against the Previous Year Gross Income of Rs.642.98 Crore.

8. RESERVES

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

Stakeholders Relationship Committee Meeting

9th Stakeholders Relationship Committee meeting held on 9th November, 2023 Nomination & Remuneration Committee meeting 7^th Nomination & Remuneration Committee meeting held on 09^th February, 2024

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, 2024 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 29th January, 2020 informed the decision of Cabinet Committee on Economic Affairs, directing closure of HFL, which was approved by the shareholders on 30th March, 2020. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary company in Form AOC-1 is attached as Annexure II to the Board's Report.

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 with Related business.There were no materially significant Parties during the financial year 2023-2024 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.

During the year the Committee Meetings were held on the following dates:

Audit Committee meeting

9. NUMBER OF MEETINGS OF BOARD & COMMITTEES

During the year the six (6) Board Meetings were held on the following dates:

14. CORPORATE GOVERNANCE AS PER SEBI REGULATIONS

Due to non-availability of One (1) Independent Women Director for the FY 2023-24, 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

GovernancereporttotheAnnualReport.Therequisitecertificatefrom 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 DPE through online mode on Quarterly basis. Company has been complying with the Guidelines on Corporate Governance for CPSEs laid down by DPE and regularly submits reports to the Ministry of Chemicals & fertilizers, Government of India. Applicable grade of 4th Quarter/year ended 31.03.2024 is practicing company "Excellent". The requisite certificate secretaries confirmingwith 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: 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 OR HAVE RESIGNED DURING THE YEAR:

Ministry of Chemicals & Fertilizers, Department of Chemicals &

Petrochemicals vide OM.No.P-51015/12/2014-CHEM.III-CPC dated 22-11-2023, appointed Shri Manoj Sethi, Joint Secretary and Financial Advisor, Ministry of Chemicals & Fertilizers as Government Nominee

Director of HOCL in place of Shri Sanjay Rastogi.

19. PARTICULARS OF EMPLOYEES

The provisions of Section 134(3)(e) of the Companies Act, 2013 are not applicable to a Government Company. Accordingly, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act, are not provided.

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

During the FY 2023-24, all the recommendations of the Audit Committee were accepted by Board of Directors. As on 31st March, 2024 Audit Committee has 3 members in compliance with Regulation 18 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. 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

31st March, 2024; 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, 2024 and the profit or loss of the

Company for that period.

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

(d) That the annual accounts for the year ended 31st March, 2024 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 5th June, 2015 issued by Ministry of Corporate Affairs, provision of section 134(3) (e) of the Companies Act, 2013 regarding disclosure of its policy on Director's appointment and 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. Paulson & Co, Chartered Accountants, was appointed as Statutory Auditors of your Company for FY 2023-2024 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 R.M Bansal & Co., Cost

Accountants, Kanpur having branch office at TC 49/620(2) SafnamMrwa 61-A, Malliyidom, Thiruvanathapuram, Kerala as Cost Auditors of your Company for FY 2023-2024. In the 62^nd AGM held on 26th September, 2023 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. Isaac & Suresh, Chartered Accountants, Ernakulam, Kerala were re-appointed by the Board of Directors as Internal Auditor of your Company for Kochi unit and Mumbai office for FY 2023-2024. They have submitted quarterly reports for FY 2023-24. There are no 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 decided not to conduct the supplementary audit of the financial statements of HOCL for the year ended 31.03.2024. The report of CAG dated 29.07.2024 under Section 143(6)(b) of the Companies Act, 2013 forms part of the annual report.

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). HOCL is continuing the "Eat Right Campus" certification with five-star rating by FSSAI for its industrial canteen.

1. SAFETY

We are privileged to inform that HOCL bagged Kerala Industrial Safety

Awards 2023 for outstanding performance in Industrial Safety and Occupational Health; Category II (Large Factories employing 251 500 workers); Sub Category I(Chemicals, Petroleum, Petrochemicals, General Engineering/ Automobile Repairing) by Factories and Boilers

Department, Government of Kerala. Kerala Industrial Safety Awards 2023 for Best Safety Committee (Individual Awards) by Factories and

Boilers Department, Government of Kerala. Kerala Industrial Safety

Awards 2023 for Best Safety Worker (Sri. Suresh Kumar- QC dept) by Factories and Boilers Department, Government of Kerala. Since the inception, it was for the First time HOCL received the awards for the Best Safety Committee and Best Safety Worker Awards. 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. HOCL also bagged Abhinandan Pathra from M/s. National Safety Council- Kerala Chapter on achieving

29. Details of vigilance cases for the Financial Year 2023-24

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 2023-2024. The Secretarial Audit Report in accordance with Section 204 of Companies Act, 2013 for the Financial Year ended 31st March, 2023 is annexed to this Report. The observations in the Secretarial Audit report and the management response thereof are given below: commendation in Medium Industries (Chemicals) during the year 2023. The company has achieved 866232 safe man hours for the year 2023 with no lost time accidents in the organization. The Company has implemented several new measures to improve the safety culture in addition to the normal safety systems and procedures. Ensured the

Representation of contract workers in Safety committee. Contract workers are encouraged to report near miss incidents also.

Conducted awareness class regarding hazards associated with the chemicals used inside the plant and respective PPEs to be used. Tool box talk is ensured by the HOCL supervisor before starting any work emphasizing the importance of safety and usage of PPEs for carrying out specific jobs. Surprise inspections are done by Fire and Safety Department to ensure the safety of contract workers. During patrolling Fire and Safety Department ensures the work is being carried out with valid work permit. Safety walk is also carried out by the Safety Committee members in this aspect. Specific workers during shut down prior to commencement of the work. The workers are allowed to enter the plant premises by the security only after wearing required PPEs and after a briefing Awareness class given to Canteen staff on LPG and LNG safety. Participation in the competition held in connection with safety including Road Safety Week, Fire week and Electrical Safety Week. Conducted awareness class to the truck drivers including participation in the Road Safety Week awareness/competition. As part of observance of World Eye Sight Day (12^th Oct 2023) class on the importance of eye safety along with selection of appropriate eye wear was conducted for the employees. An online HSE compliance system has been established. Corrective action is taken by the top management after review and analysis.

To nurture young minds awareness session on handling e-waste to students of the nearby school carried out. A session on Lab safety was also handled by our Officers to the 11 th & 12th class students and relevant PPES while doing the analysis of chemicals at Chemistry lab also provided to students.

Additional measures during 2023:

1. Established a Standard Operating Procedure for Scaffolding: establishing a proper Scaffolding Manual, framework which involved preparation of Scaffolding

Erection and Procedure and checklist prepared for maintaining safety in works related with scaffolding.

2. Safety Innovation:

Modifications have been made in High Mast light towers for safety of person during hoisting and lowering of the light panel bracket based on a real time accident occurred in the Airport.

3. Job Safety Analysis (JSA):

Job Safety Analysis is a proactive approach to safety management that helps organizations prevent workplace injuries and illnesses by systematically identifying and addressing potential hazards before they cause harm. It promotes a safer work environment and enhances overall safety awareness among workers. JSA was carried out for major works.

4. FABSAFE:

Company has enabled a real time vehicle locating tracking system for monitoring and surveillance of transport of Hazardous chemicals across the sate in association with the Department of Factories and Boilers, GoK.

5. ROCERS (Remote Sensing Enabled Online Chemical Emergency Response System):

Our Company has been part of ROCERS, a joint project by the

Department of Factories & BOILERS, GoK, NRSC (National remote sensing Centre) and Indira Gandhi Centre for Atomic

Research, Kalpakkam. This is in place to warn nearby residents about an impending Industrial accident. LPG Sensors installed would enable an early detection and early warning system to the Dept of Factories & Boilers, the reporting is instantaneous. The system helps the District Administration, Police and State Disaster Management Centre to get all information of a chemical emergency in the hazardous installations. a) HSE suggestion scheme

The new initiative which aims to encourage the employees to put forward their creative and potential ideas that could lead to considerable improvements in Safety, Reduction in wastages, Health of employees, protecting the flora and fauna or the natural resources through operational controls and Best practices. Also, to acquire inputs on HSE where otherwise we wouldn't receive. The best suggestions received in the year has been implemented after evaluations through which employees could get the health benefits and trainingisimpartedtothe additional health check-ups could be introduced and gained considerable safety improvements. given on general safety and security aspects. b) Behavioural Based Safety (BBS) Psychology is the study of human behaviour, and individual behaviour is a recognised impediment to upholding high standards of health and safety. Many people know what they are doing is incorrect, but they still choose to do it anyway.

Other people make mistakes unintentionally, and those people can be instructed in behavioural safety. In order to prevent and control human behaviour and prevent accidents, behaviour-based safety program has gained importance.

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 be taken after a review to prevent accidents.

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. Fire Safety awareness and practical training imparted to nearby school students to inculcate a safety culture in the young minds.

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 in association with concerned

Statutory Authorities .

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.

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 2023 for our employees. Audiometry tests were carried out for those who are exposed with Noise and Autotoxicity tests were carried out for the Benzene handlers apart from other statutory regular check-ups.

Free eye checkup camp organized for employees.

Periodic awareness session for the benefit of employees on

Ayurveda and healthy diet, diabetics, Liver, Heart etc.

In connection with the cancer awareness week observance, a cancer awareness session was conducted for the employees.by renowned Oncologist. PSA- test introduced for all male employees above 40 years of age. Also introduced, PAP Smear, Transvaginal USG - for female staff above 40 years of age.

USG Breast, Mammogram, USG Abdomen- for all female staff. For canteen employees- CBC, LFT, RFT, FLP, URE, FBS, Uric acid, HbA1C, Stool RE. These additional tests are outcome of

HSE suggestions received and awarded during the previous year. Organised a 120-day health challenge (weight loss, belly lose) for the employees having higher BMI.

In order to motivate employees about the importance of health,

Cycle rally, Walkathon, Mass run etc. were organized for the employees, provided assistance to the women employees in a

Midnight Run organized at Kochi jointly by a media house and a leading bank.

Financial assistance given to the clubs for organizing a Swimming class for the wards of employees during the mid-summer vacation. A running club was started in HOCL with participation of 50 numbers of employees. As part of it, in order to promote the employees for a healthy living lifestyle for both physically and mentally, financial assistance given to the clubs for purchasing two bicycles for providing to the employees residing at HOCL

Township.

Introduction of new instruments at Quality Control Laboratory minimised exposure to chemicals by the laboratory personnel.

3. ENVIRONMENT

In our commitment to Environment, we have ensured that the level of pollutants from the Factory and nearby surroundings was much below the permissible levels. As part of protecting the environment, awareness sessions, competitions, Swachh Bharat activities, promoting employees for vegetable cultivation under a "Green Mission", Beautification of the plant premises involving the entire employees of the organization were carried out. As part of cleanliness drive, Swachhta activities carried out at nearby schools, Hill Palace Heritage museum etc.

World Environmental day 2023 was observed by planting of saplings in addition organising various competitions related to theme "Beat Plastic Pollution" with wide participation of employees.

On-line Effluent Monitoring and stack monitoring system is implemented to comply with the Central Pollution Control Board /Kerala State

Pollution Control Board regulations. Periodic inspections and safety walk were carried out by the Safety Committee members in addition to the daily patrolling of Fire crew as a continual improvement. Daily monitoring of the Laboratory analysis by the concerned ensures compliances with the stipulated parameters/norms. Compliances to observations and corrective actions as per the internal /surveillance audits of ISO 14001(Environment Management System) audits as part of IMS, compliances to Near miss and HSE suggestion points related to

Environment ensures HOCL taking due care for Protecting the nature.

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.

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. 08 Hindi workshops were conducted during the year including a special session on Annual Programme

2023-24 on Official language for HOD's and Senior Officers of Corporate office, Kochi. Hindi week and Hindi Fortnight were organized from 14thto 29^th September 2023. Our officers attended Third All India Rajbhasha Seminar organized by Dept of OL, Ministry of Home Affairs at Pune, Maharashtra on 14 & 15 September 2023. During

Hindi Fortnight celebrations, various competitions were organized and large number of employees participated. HOCL bagged Regional OL Award - Second Prize in PSU category in Region "C" for best performance in OL implementation from Dept of OL, Ministry of Home Affairsfor the year 2022-23. HOCL bagged third prize for best implementation of OL Policy from Hon' Minister of Chemicals and Fertilizers for the year 2022-23. HOCL Kochi Unit also bagged First prize for the best implementation of OL policy from Town official language Implementation Committee (TOLIC) for the year 2023-24 and third prize for e-magazine "Pahachan". Our office has actively participated in various programmes conducted by TOLIC (PSU), Kochi. One Day OL seminar for exclusively Hindi Staff of TOLIC's (Central Govt and PSU) of Kochi was conducted on 18 August 2023 in our office premises. Two days technical workshops for employees and students of Universities were conducted on 14 & 15 December 2023. Our officers have attended various OL seminars organized by FACT, HPCL, IOCL, BPCL, Kochi TOLIC (PSU) and Kochi TOLIC (Bank). Our Executive Director & UIC attended Regional Joint Conference on Official Language conducted by Dept of OL at Bengaluru on 19 January 2024 and received the Award from Hon Minster of State for Home Affairs. Translation and Noting and Drafting and Technical Terminology competitions were conducted in our officeduring Joint Hindi celebration 2023 of Kochi TOLIC (PSU). To make awareness among students the importance of Hindi, celebrated World Hindi Day on 10th January 2024 at our training centre for Students of St Peters College, Kolencherry and Sree Sankara Vidyapeetom

College, Airapuram, Ernakulam. Competitions and awareness sessions were conducted during the full day programme. On the occasion of International Mother

Language Day on 21 February 2024, competitions were conducted for employees. Two issues of e-magazine "Pahchan" were published 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 28.09.2023 and 26.03.2024. Our company sponsored a World Environment Day celebration by Green literary Centre, CUSAT organised at Dept of Hindi, CUSAT. An interactive session on OL and Career was conducted at GVHSS, Thripunitura and Dept of Hindi, CUSAT, Kochi on 20.10.2023 and 21.12.2024 respectively. Incentive Scheme for doing original work in Hindi was already implemented in our Unit. Various promotional schemes including for better implementation of Official Language have been adopted by our organization. For popularising Official Language Hindi, an outreach programme named Rajbhasha Chetna Karykram was organised for BA/MA Hindi students of various Colleges and Universities of Kannur and Kasargod districts of Kerala during the month of February and March 2024. Awareness sessions on OL were organised during the 6 days programme. 350 students participated in this OL awareness programme.

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 Information sought for. Company has laid down procedure to provide information through Public Information Officer/CPIO and Appellate

Authority.

Representation of SC, ST, OBC, PwBD and Women in employment position as on 31.03.2024

The number of RTI applications received and disposed off during the year 2023-24 is given below:

* Reply to RTI application has been submitted in the subsequent quarter.

35. MICRO, SMALL & MEDIUM ENTERPRISES (MSME)

Company is taking all efforts to comply with the Government Directive to procure items specified for procurement from MSMEs. Necessary procedures have been made in all tenders re-stating the eligibility of

MSMEs so as to participate in tenders. We have removed the restricted clauses in the tender conditions and modified the same which will help in greater participation of MSMEs and especially SC/ST MSMEs in the procurement processes. Company has modified the purchase policy also to comply with the directions.

HOCL always takes efforts to fulfill the requirements. HOCL diligently updates its procurement data on the MSME Sambandh Portal monthly. HOCL has actively participated in the vendor development programme conducted by MSME-Development & Facilitation Office, Thrissur,

Kerala to enhance the procurement thru GeM portal & from MSMEs.

HOCL's 95% of the purchases by value are petroleum products (LPG, Benzene, Furnace Oil, Hydrogen which are our raw materials.) supplied by M/S. BPCL through pipeline transfer. These items are not manufactured by MSMEs and not available in GeM portal.

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;

• The Haritha Karma Sena members of Vadavukode Grama Panchayat were honoured by HOCL for their relentless and dedicated service to the society.

Other activities.

SWACHH BHARAT ABHIYAN

• Celebrated the Swachhta Pakhwada from 01.09.2023 to 15.09.2023 and conducted various competitions, cleanliness drives, webinars, awareness classes etc.

• Conducted a cleanliness campaign at a nearby Government School (GVHSS, Ambalamugal) by our employees, apprentices and trainees and Organized an awareness session for students on Scientific Management of E-waste and pin badge were supplied for the students with "e-waste awareness motto" and donated Stainless Steel Lunch plates for the students.

• Celebrated the Swachhta Hi Seva 2023 from 15.09.2023 and conducted various cleaning activities viz., waste collection drives in households/HOCL Township to give vide publicity of the theme "Garbage Free India"

• 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.

As the average of three immediately preceding financial year is net loss, your Company is not required to carry out any CSR activities during the year under review. However, Company has recognized its social obligations and extended the following during the year 2023-24.

Continued drinking water supply to nearby local residents.

A Mass Cleaning Campaign was conducted on Swachhta Diwas at Hill Palace Museum, a famous tourist spot, Tripunithura led by our CMD and with the participation of ex-servicemen, employees, apprentices, trainees etc.

HOCL is declared as "Plastic Free Zone" by eliminating single use plastic items. Eliminated the plastic packets of milk in canteen by converting to large volume cans.

Swachhta activities were conducted by different departments from 01.09.2023 onwards. Segregation and weeding out of old records, enlisting and keeping the same is still going on.

Awareness session conducted by the Company Medical Officer on Better Hygiene to the House keeping staff, Security personnel etc.

Various Competitions (in English/ Hindi/ Malayalam) were organized for the employees, apprentices/trainees & High School and College going students.

Swachhta cleaning activities done at Township with participation of wards, residents, employees and contract workers.

AZADI KA AMRIT MAHOTSAV

As part of Azadi Ka Amrit Mahotsav conducted various cleaning activities in our premises, Stickers prepared on Azadi Ka Amrit Mahotsav and pasted in all official correspondences. Celebrations are organized with various activities till August 2023.

World Environment Day

Celebrated the World Environment day with various programmes like Marathon - "Run for Nature" by HOCL Fraternity including family members from HOCL Township to HOCL Factory premises.

INTERNATIONAL YOGA DAY

Yoga Day was celebrated on 21st June 2023, Common Yoga protocols were widely circulated for the information of all employees through our portal and social media. International Yoga Day was celebrated with a talk on the importance of Yoga in our daily life followed by a practical session conducted by a Yoga Acharya for our employees.

38. INDUSTRIAL RELATIONS:

Your company continued to maintain the overall Industrial Relation situation to be peaceful and cordial during the year 2023-24. 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 31st March, 2024 was 188 consisting officer's category. 120Officers and 68 non-

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

The management response for the qualification made by the Statutory Auditors in their audit report for the Financial Year 2023-24 is given below:

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 2023-24

Replacement of conventional lights with LED lights: Electrical energy saving Rs.2.89 lakhs/year

Replacement of Old AC with New 5star rating ACs: Electrical energy saving Rs.0.66 lakhs/year

Replacement of conventional fan with Energy Efficient BLDC fans: Electrical energy saving Rs.0.55 lakhs/year

Replacement of conventional motor with energy efficient IE3 motor: Electrical energy savings Rs.1.71 lakhs/year Company is availing open access power trading, resulting in a saving the of Rs.132 lakhs on power cost for the year 2023-24. There is no capital investment on energy conservation equipment's.

B. Technology Absorption

The specific consumption of raw material has been reduced resulting in a saving of Rs.4186 Lakhs on Raw Material cost through an in-house technology for the year 2023 2024. 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. STATEMENTCONCERNINGDEVELOPMENTANDIMPLEMENTATION

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 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 Sexualor material orders were passed 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 VigilanceOfficer (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. by the Regulators Nosignificant 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. 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