Equity Analysis

Your Directors take pleasure in presenting the 26^th (Twenty Sixth) Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2024.

( H in lakhs)

During the year under review, your Company on standalone basis has achieved an income of H6,342.41 lakhs which is 23.33% lower as compared with the previous financial year. Further, the Company has earned a net profit of H638.40 lakhs in the financial year 2023-

24. The Company has produced 15,457.44 MT of Sodium Silicate and Construction Chemicals during the financial year as compared to 20,709.07 MT of Sodium Silicate and Construction Chemicals in the previous financial year which is 25.36% lower as compared with the corresponding previous financial year.

As a company in the construction chemicals industry with a diverse range of over 200 products, we have established ourselves as a one-stop solution for our customers. Our dedication to providing top-notch products is evident through our ISO 9001:2015 and ISO 22716:2007 certifications, highlighting our adherence to strict quality management standards.

Currently, only a small portion of our total revenue comes from the retail segment. However, our goal is to significantly increase this portion, aiming to grow the revenue contribution from retail by 10 times over the next 5 years. Our high-quality products and longstanding relationships with retailers fuel this ambition. To further enhance our market presence, we plan to expand our product portfolio by adding 5 to 10 new products each year for the next 5 years. This strategic move will enable us to cater to broader customer needs and capture additional market segments. Overall, with our dedication to quality, expansion of the product range and increased production capacity, our company is poised for significant growth and success in the coming years. Your Company has set up a new plant at Munshirhat, West Bengal at a Capital outlay of H8 Crores (Approx.). The Commercial production in the new plant has been commenced w.e.f. 13^th February, 2024. This will provide impetus to backward Integration of the Chemical products of your Company resulting into sizable products in its cost and full effect of the same would be visible from the Financial Year 2024-25.

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

The Board of Directors has paid an interim dividend of H0.50 (5% of the paid up value of H10/- each - pre-split) and has recommended a final dividend of H0.10 per equity share (5% of the paid up value of H2/- each – post split) for the financial year 2023-24. Total outgo on account of dividend is H1,02,38,125/-. The payment of dividend is subject to approval of members at the ensuing Annual General Meeting.

The paid up equity share capital as on March 31, 2024 stood at H10,23,81,250/- comprising of 5,11,90,625 shares of H2/-each fully paid.

During the financial year 2023-24, your Company had sub-divided 1 (One) fully paid-up Equity Share of the face value of H10/- (Rupees Ten) each, into 5 (Five) fully paid-up Equity Shares of the face value of H2/- (Rupees Two) each. This will broad base the shareholders of the Company due to affordable investment tick size.

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

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

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

i) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended on 31^st March, 2024;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

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

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

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

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

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

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

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

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

Ms. Nilima Goenka (DIN: 00848225), Executive Director of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, retiring by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

During the year under review Mr. Sudhir Kumar Bhartia (DIN: 00644721), Independent Director had resigned w.e.f. 12^th July, 2023 due to his pre-occupation and Ms. Divyaa Newatia (DIN: 00347787) has been appointed as an Independent Director of the Company w.e.f. 26^th August, 2023 in his place.

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

i. Mr. Sanjay Goenka – Chairman &Managing Director

ii. Mr. Kashi Nath Dey – Chief Financial Officer

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

All members of the Board of Directors and senior management personnel afirmed compliance with the Company's Code of Conduct policy on an annual basis.

The Company has received declarations from all the Independent Directors of the Company confirming that: a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and b. they have registered their names in the Independent Directors' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

M/s R. B. Roy & Co., (Firm Registration No. 322805E), Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 22^nd Annual General Meeting (AGM) of the Company held on 25^th August, 2020 for a period of 5 (five) years and continue to hold the office of Auditors till the conclusion of the 26thAGM of the Company to be held for the Financial Year 2023-24.

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

The Board on recommendation of Audit Committee has proposed to appoint Ms. Anushka Gupta, Chartered Accountants, Peer Reviewed, (MRN No. 313960) as Statutory Auditor of the Company for a period of 5 (Five) years i.e. from the conclusion of ensuing Annual General Meeting till the conclusion of Annual General Meeting of the Company for the financial year 2028-29, subject to approval of Shareholders. The proposed new Auditor has expressed her willingness and declared that she is not disqualified for the appointment The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. Amit Ved Garg & Co., Chartered Accountants, continued to be the Internal Auditors of the Company to carry out the Internal Audit for the year 2023-24 under the provisions of section 138 of the Companies Act, 2013.

The Company has received consent letter from M/s. Amit Ved Garg & Co., Chartered Accountants, for their re- appointment as the Internal Auditors of the Company for the financial year 2024-25 and the Board, on recommendation of Audit Committee has re-appointed them accordingly.

Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Peer Reviewed), continued to be the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2023-24 under the provisions of section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015. The report of the Secretarial Auditor MR-3 for the financial year 2023-24 is enclosed as ‘Annexure G' to this Board's Report, which is self-explanatory and hence do not call for any further explanation. However, the penalty for delayed information for fixation of record date for split of shares was delayed by one day as per NSE and had imposed penalty of rupees Ten thousand only. This was contested by the Company but to avoid procedural delay for split, the Company had paid the penalty.

The Company has received consent letter from Mr. Tibrewalla for his re-appointment as the Secretarial Auditor of the Company for the financial year 2024-25 and the Board has reappointed him accordingly.

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

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

All transactions entered with related parties in the ordinary course of business during the F.Y.2023-24 on arm's length basis were done in accordance to omnibus approval of Audit Committee and other transactions which are not on arm's length basis are done with due approval of Audit Committee and Board in accordance to the provisions of Section 188(1) of the Act and applicable SEBI (LODR) Regulations, 2015.

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

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

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as ‘Annexure –I' In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

During the financial year ended March 31, 2024, 7(Seven) Board Meetings were held on 26^th May, 2023, 22^nd July, 2023, 12^th August, 2023, 26^th August, 2023, 6^th November, 2023, 26^th December, 2023 and 29^th January, 2024.

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

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

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

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

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

As on March 31, 2024 the Board had four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder's Relationship Committee and Corporate Social Responsibility Committee.

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

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

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

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

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

TheBoardhadconstitutedtheNomination&Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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

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

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

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

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

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

During the year under review, the Independent Directors of the Company met on 29^th January, 2024 and carried out evaluation of the Non-Independent Director and the Board as a whole.

Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof, the Annual Return of the Company is placed on the website of the Company at the following link www.hindcon.com

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

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

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

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

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31^st March, 2024 and form a part of this Annual Report.

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

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

However, the Company has changed its Registrar and Share Transfer Agents (RTA) from Link Intime India Pvt. Ltd. to Niche Technologies Pvt. Ltd. for smooth functioning of the Investors Services.

As on 31^st March, 2024 Company has only one Subsidiary Company viz. M/s. Hindcon Solutions Private Limited.

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

Further a statement containing the salient features of the financial statement of our Subsidiary Company in the prescribed format AOC-1 is appended as "Annexure–K" to this Board's Report.

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

The industrial relation during the year 2023-24 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

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

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