Hindcon Chemicals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

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

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

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

OUTLOOK

Our Company has a varied portfolio of over 120 products which has strengthened our position as a one-stop shop for construction chemicals. We strive to serve our customers with best-in-class solutions. The company maintains stringent quality standards, backed by certifications such as ISO 9001:2015, BIS 9103 and BIS 2645. It is affiliated with prominent industry bodies including FOSMI and the Merchant Chamber of Commerce. As an active member of the Indian Green Building Council, the company also champions

sustainable construction practices and eco-friendly product innovation. The Company is optimistic of increasing its revenue contribution from the retail segment 10 folds in the next 5 years.

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

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIVIDEND

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

SHARE CAPITAL

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

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

DEPOSITS

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

TRANSFER TO RESERVE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

The 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”.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/ Non-Executive Directors, senior management and all the employees

of the Company and the same has also been placed on the weblink of the Company at https://hindcon.com/wp-content/ uploads/2020/12/Code-of-Conduct-Final.pdf.

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

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

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

COMPANY''S WEBSITE

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.

LISTING OF SECURITIES IN STOCK EXCHANGE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

i) Retirement by Rotation:

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

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

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

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

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

i. Mr. Sanjay Goenka - Chairman &Managing Director

ii. Mr. Kashi Nath Dey - Chief Financial Officer

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

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

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

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

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

iv) Declaration by Independent Directors

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

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

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

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

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

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

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

(ii) Internal Auditor:

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

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

(iii) Secretarial Auditors:

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

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

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

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

i) Related Party Transactions:

All transactions entered with related parties in the ordinary course of business during the F.Y.2024-25 on 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.

ii) Particulars of Employees and Managerial Remuneration:

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

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

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

iii) Number of Board Meetings:

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

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

The attendance details of each Director at the Board meetings held during their tenure is given herein below:
Sl. No.	Name of the Directors	No. of meetings held	No. of Board meetings attended
1	Mr. Sanjay Goenka	7	7
2	Mr. Ramsanatan Banerjee	7	7
3	Ms. Nilima Goenka	7	7
4	Mr. Binay Kumar Agarwal	7	7
5	Mr. Girdhari Lal Goenka	7	6
6	Ms. Divyaa Newatia	7	7
The meetings of the Board are generally held at the Registered Office of the Company.

Evaluation of the Board''s Performance:

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

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

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

iv) Committees of the Board:

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

a. Audit Committee:

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

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

Recommendation by Audit Committee

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

Vigil Mechanism Policy

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

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

b. Nomination and Remuneration Committee:

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

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

Nomination, Remuneration and Evaluation Policy:

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

The detailed Nomination & Remuneration Policy of the Company is placed on the 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

c. Composition of Stakeholder''s Relationship Committee:

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

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

d. Composition of Corporate Social Responsibility Committee:

The Board had constituted the Corporate Social Responsibility Committee under the applicable provisions ofthe 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.

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

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

vi) Annual Return:

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

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

vii) Risk Analysis:

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

viii) Internal Financial Control:

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

ix) Disclosure Relating To Material Variations:

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

x) Loans, Guarantees and Investments:

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

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

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

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

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

xii) Subsidiaries, Associates or Joint Ventures:

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

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

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

xiii) Secretarial Standards

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

xiv) Internal Complaint Committee

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

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

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

addressing any grievances related to sexual harassment. The PoSH policy is also placed on the Company''s website at https://www. hindcon.com

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

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

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

INDUSTRIAL RELATIONS

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

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

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

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the 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.

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Mar 31, 2024

The 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.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	STANDALONE		CONSOLIDATED
	FY-2023-24	FY-2022-23	FY-2023-24	FY-2022-23
i. Gross Turnover	6167.01	8,165.00	6450.94	8,559.43
ii. Other Income	175.40	107.35	168.34	118.51
iii. Total Income	6342.41	8,272.35	6619.28	8677.94
iv. Expenses other than Finance Cost and Depreciation	5451.73	7,649.65	5741.25	8041.94
v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	890.68	622.70	878.03	636.00
vi. Finance Cost	7.56	5.03	7.56	5.03
vii. Depreciation	35.38	28.69	35.38	28.69
viii. Profit/(Loss) before Tax & Exceptional Item	847.74	588.98	835.09	602.28
ix. Exceptional Items	-	-	-	-
x. Profit before Taxation (PBT)	847.74	588.98	835.09	602.28
xi. Tax including Deferred Tax	(209.34)	(158.02)	(211.89)	(166.69)
xii. Profit after Taxation (PAT)	638.40	430.96	623.20	435.59
xiii. Other Comprehensive Income	24.39	(51.29)	186.85	(57.84)
xiv. Total Comprehensive Income	662.79	379.67	810.05	377.75
xv. (Profit) / Loss of minority interest	-	-	5.14	3.69

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

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 202324. 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.

OUTLOOK

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.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIVIDEND

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.

SHARE CAPITAL

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.

DEPOSITS

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

TRANSFER TO RESERVE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts for the financial year ended 31^st March, 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.

CONSERVATION OF ENERGY, RESEARCH &

DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE GOVERNANCE

The 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''.

CODE OF CONDUCT

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

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

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

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

COMPANY''S WEBSITE

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.

LISTING OF SECURITIES IN STOCK EXCHANGE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

i) Retirement by Rotation:

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.

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

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.

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

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

i. Mr. Sanjay Goenka - Chairman &Managing Director

ii. Mr. Kashi Nath Dey - Chief Financial Officer

iii. 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 affirmed compliance with the Company''s Code of Conduct policy on an annual basis.

iv) Declaration by Independent Directors

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

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

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

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

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.

(ii) Internal Auditor:

M/s. Amit Ved Garg & Co., Chartered Accountants, continued to be the Internal Auditors of the Company to carry out the Internal Audit for the year 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.

(iii) Secretarial Auditors:

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.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

DISCLOSURES AS PER APPLICABLE ACTAND SEBI (LODR) REGULATIONS, 2015

i) Related Party Transactions:

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.

ii) Particulars of Employees and Managerial Remuneration:

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

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and

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

iii) Number of Board Meetings:

During the financial year ended March 31, 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.

Sl Name of the Directors No.		No. of meetings held No. of Board meetings attended
1.	Mr. Sanjay Goenka	7	7
2.	Mr. Ramsanatan Banerjee	7	7
3.	Ms. Nilima Goenka	7	7
4.	Mr. Binay Kumar Agarwal	7	6
5.	Mr. Girdhari Lal Goenka	7	6
6.	Mr. Sudhir Kumar Bhartia	7	1
7.	Ms. Divyaa Newatia	7	4
The meetings of the Board are generally held at the Registered Office of the Company.

Evaluation of the Board''s Performance:

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

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

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

iv) Committees of the Board:

As on March 31,2024 the Board had four Committees: the Audit Committee, the Nomination and Remuneration Committee,

the Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee.

a. Audit Committee:

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

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

Recommendation by Audit Committee

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

Vigil Mechanism Policy

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

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

b. Nomination and Remuneration Committee:

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

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

Nomination, Remuneration and Evaluation Policy:

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

The detailed Nomination & Remuneration Policy of the Company is placed on the 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

c. Composition of Stakeholder''s Relationship Committee:

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

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

d. Composition of Corporate Social Responsibility Committee:

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

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

v) Meeting of Independent Directors for FY 2023-24:

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.

vi) Annual Return:

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

vii) Risk Analysis:

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

viii) Internal Financial Control:

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

ix) Disclosure Relating To Material Variations:

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

x) Loans, Guarantees and Investments:

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

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31^st March, 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.

xii) Subsidiaries, Associates or Joint Ventures:

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.

xiii) Secretarial Standards

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

xiv) Internal Complaint Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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.

INDUSTRIAL RELATIONS

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.

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

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

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the 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.

---

Mar 31, 2023

Board''s Report

Dear Shareholders,

Your Directors take pleasure in presenting the 25th (Twenty fifth) Annual Report together with the Audited Annual Accounts of your
Company for the year ended March 31,2023.

FINANCIAL RESULTS

		STANDALONE		CONSOLIDATED
		FY-2022-23	FY-2021-22	FY-2022-23	FY-2021-22
	Gross Turnover	8,165.00	6,370.31	8,559.43	6,661.98
ii.	Other Income	107.35	155.51	118.51	136.77
iii.	Total Income	8,272.35	6,525.82	8677.94	6,798.75
iv.	Expenses other than Finance Cost and Depreciation	7,649.65	5,872.57	8041.94	6,162.11
v.	Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	622.70	653.25	636.00	636.64
vi.	Finance Cost	5.03	2.24	5.03	2.24
vii.	Depreciation	28.69	25.28	28.69	25.29
viii.	Profit/(Loss) before Tax & Exceptional Item	588.98	625.73	602.28	609.11
ix.	Exceptional Items	0.00	0.00	0.00	0.00
x.	Profit before Taxation (PBT)	588.98	625.73	602.28	609.11
xi.	Tax including Deferred Tax	(158.02)	(152.72)	(166.69)	(182.80)
xii.	Profit after Taxation (PAT)	430.96	473.01	435.59	426.31
xiii.	Other Comprehensive Income	(51.29)	157.70	(57.84)	183.00
xiv.	Total Comprehensive Income	379.67	630.71	377.75	609.31
xv.	(Profit) / Loss of minority interest	-	-	3.69	3.23

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

During the year under review, your Company on standalone basis
has achieved a total income of H8,272.35 lakhs which is 26.76%
higher as compared with the previous financial year. Further,
the Company has earned a net profit of H430.96 lakhs in the
financial year 2022-23. The Company has produced 20,709.07
MT of Sodium Silicate and Construction Chemicals during the
financial year as compared to 16,802.38 MT of Sodium Silicate
and Construction Chemicals in the previous financial year which
is 23.25 % higher as compared with the corresponding previous
financial year.

OUTLOOK

As a company in the construction chemicals industry with a diverse
range of over 160 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
long-standing 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 is setting up a new plant at Munshirhat, West
Bengal at a Capital outlay of H8 Crores (Approx.). The land has
already been acquired and development of land is in progress.
In this plant the Company has decided for Backward & Forward
integration of its products and manufacturing of new products
line in Chemical sector. The Commercial production in the new
plant is commenced and it will add significantly in the both top
and bottom line of the Company in FY 2023-24.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIVIDEND

In order to meet the cost of the new project from internal accruals,
to the extent possible, your Board has decided to escape dividend
for the financial year 2022-23.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2023 stood at
H10,23,81,250/- comprising of 1,02,38,125 shares of HI 0/- each
fully paid.

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

DEPOSITS

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

TRANSFER TO RESERVE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts for the financial
year ended 31st March, 2023, 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 31st March, 2023;

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 31st March, 2023 on a going concern
basis;

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

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

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

Information related to Conservation of Energy, Research &
Development, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under section 134(3)(m) of the
Companies Act, 2013 and Rule8(3) of Companies (Accounts)
Rules, 2014 are given in the "Annexure-A" as attached hereto and
forming part of this Report.

CORPORATE GOVERNANCE

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 these
creates 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
2015and the Listing Agreement entered by the Company with
the Stock Exchanges.

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

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

CODE OF CONDUCT

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

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

MANAGEMENT DISCUSSIONS & ANALYSIS
REPORT

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

COMPANY''S WEBSITE

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.

LISTING OF SECURITIES IN STOCK EXCHANGE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

i) Retirement by Rotation:

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

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

During the year under review Mr. Krishna Kumar Tantia (DIN:
00315796), Independent Director had resigned w.e.f. 28th

May, 2022 and Mr. Sudhir Kumar Bhartia (DIN: 00644721) has
been appointed as an Independent Director of the Company
w.e.f. 28th May, 2022. The shareholders in the last Annual
General Meeting has also approved the appointment of Mr.
Bhartia.

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

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

i. Mr. Sanjay Goenka- Chairman & Managing Director

ii. Mr. Kashi Nath Dey- Chief Financial Officer

iii. Ms. Ankita Banerjee- Company Secretary & Compliance
Officer

Ms. Jaya Bajpai had resigned from the office of Company
Secretary & Compliance Officer (designated as the Whole
time Key Managerial Personnel) of the Company with
effect from 1st September, 2022, pursuant to the provisions
of Section 203 and other applicable provisions of the
Companies Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

Ms. Ankita Banerjee was appointed as the Company Secretary
& Compliance Officer (designated as the Whole time Key
Managerial Personnel) of the Company by the Board at its
meeting held on 14th November, 2022 with effect from
15th November, 2022, pursuant to the provisions of Section
203 and other applicable provisions of the Companies Act,
2013, the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

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

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

iv) Declaration by Independent Directors

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

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

b. they have registered their names in the Independent
Directors'' Databank pursuant to Sub-rule (1) and

(2) of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and amendments
thereto.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s R. B. Roy & Co., (Firm Registration No. 322805E),

Chartered Accountants, were appointed as the Statutory
Auditors of the Company for a period of 5 (five) years
and would continue to hold the office of Auditors till the
conclusion of the 26th AGM of the Company to be held for
the Financial Year 2023-24 in accordance to Section 139 of
the Companies Act, 2013 and rules made thereunder.

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

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

(ii) Internal Auditor:

M/s. Amit Ved Garg & Co., Chartered Accountants, continued
to be the Internal Auditors of the Company to carry out the
Internal Audit for the year 2022-23 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
2023-24 and the Board has re-appointed them accordingly.

(iii) Secretarial Auditors:

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 2022-23 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 2022¬
23 is enclosed as Annexure ''G'' to this Board''s Report, which
is self-explanatory and hence do not call for any further
explanation.

The Company has received consent letter from Mr. Tibrewalla
for his re-appointment as the Secretarial Auditor of the
Company for the financial year 2023-24 and the Board has
re-appointed him accordingly.

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations,
2015, your Company has adopted the Code of Conduct to
regulate, monitor and report trading by designated persons

towards prevention of Insider Trading. Further, in accordance
with the provisions of Regulation 8 of SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Board of Directors of the
Company has duly approved and adopted the code of practices
and procedure for fair disclosure of Un-published Price Sensitive
Information and formulated the code of conduct of the Company.

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

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

i) Related Party Transactions:

All transactions entered with related parties in the ordinary
course of business during the F.Y. 2022-23 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.

ii) Particulars Of Employees And Managerial
Remuneration:

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

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, a statement showing the names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are provided in
the Annual Report, which forms part of this Report.

iii) Number of Board Meetings:

During the financial year ended March 31, 2023, 5 (five) Board

Meetings were held on 28th May, 2022, 18th July, 2022, 12th
August, 2022, 14th November, 2022 and 9th February, 2023.

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

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

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

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

Evaluation of the Board''s Performance:

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

The evaluation of the Independent Directors was carried out
by the entire Board and that of the Chairman and the 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.

iv) Committees of the Board:

As on March 31, 2023 the Board had four Committees:
the Audit Committee, the Nomination and Remuneration
Committee, the Stakeholder''s Relationship Committee and
Corporate Social Responsibility Committee.

a. Audit Committee:

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

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

Recommendation by Audit Committee

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

Vigil Mechanism Policy

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

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

b. Nomination and Remuneration Committee:

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

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

Nomination, Remuneration and Evaluation Policy:

Pursuant to the provisions of the Companies Act, 2013
read with the Rules made therein and the SEBI (Listing
Obligations & Disclosure Requirements) Regulation, 2015 (as
amended from time to time), the Committee has formulated
the Nomination and Remuneration Policy which broadly
laid down the various principles of remuneration being
support for strategic objectives, transparency, internal &

external equity, flexibility, performance driven remuneration,
affordability and sustainability and covers the procedure
for selection, appointment and compensation structure
of Board members, Key Managerial Personnel (KMPs) and
Senior Management Personnel (SMPs) of your Company.

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

c. Composition of Stakeholder''s Relationship Committee:

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

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

d. Composition of Corporate Social Responsibility
Committee:

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

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

v) Meeting of Independent Directors for FY 2022-23:

During the year under review, the Independent Directors of
the Company met once on 9th February, 2023 to carry out
the evaluation of the Non-Independent Director and of the
Board as a whole.

vi) Annual Return:

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

vii) Risk Analysis:

The Board has developed and implemented a risk
management policy identifying therein the elements of
risk that may threaten the existence of the Company. The
Company has in place a mechanism to inform the Board
members about the risk assessment, their comparison
against benchmarks or standards, and determination of an

acceptable level of risk and mitigation plans and periodical
reviews to ensure that the critical risks are controlled by the
executive management.

viii) Internal Financial Control:

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

ix) Disclosure Relating To Material Variations:

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

x) Loans, Guarantees and Investments:

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

The particulars of loans, guarantees and investments have
been disclosed in the notes of the Financial Statements for
the year ended 31st March, 2023 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.

xii) Subsidiaries, Associates or Joint Ventures:

As on 31st March, 2023 Company has only one Subsidiary
Company viz. Hindcon Solutions Private Limited. (Formerly
known as Padmalaya Vinimay 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.

xiii) Secretarial Standards

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

xiv) Internal Complaint Committee

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

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

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.

INDUSTRIAL RELATIONS

The industrial relation during the year 2022-23 had been
cordial. The Directors take on record the dedicated services and
significant efforts made by the Officers, Staff and Workers towards
the progress of the Company.

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

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

APPRECIATION

Your Directors take this opportunity to place on record their
gratitude to the Central and State Governments, Bankers and
Investors for their continuous support, co-operation and their
valuable guidance to the Company and for their trust reposed in
the 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.

On behalf of the Board of Directors
For Hindcon Chemicals Limited

Registered Office: sd/- sd/-

62B, Braunfeld Row, Sanjay Goenka Nilima Goenka

Kolkata - 700 027 Chairman & Managing Director Whole time Director

July 22, 2023 DIN: 00848190 DIN: 00848225