OCCL Ltd

Your Directors are pleased to present the (third) 3^rd Annual Report along with the Audited Annual Financial Statements of the OCCL Limited ("the Company") for the Financial Year ended March 31, 2025.

Upon Demerger the Chemical Business of Demerged Company (Oriental Carbon & Chemicals Ltd) was transferred to the Company with e_ect from 01^st July, 2024 the appointed and e_ective date. Therefore, the Financial Statement for the year includes the performance of chemical business for nine months period i.e. from July 01, 2024 to March 31, 2025. Further there was no manufacturing and commercial activity in the company prior to that, hence, the previous year _gures are not comparable.

During the period of nine months the revenue from Operations was H30673.35 Lakh which includes H24912.81 Lakh from Insoluble Sulphur business (the annual revenue form operations of the Chemicals Business including for three months in demerged company was H41120.64 Lakh). Sales realisation for IS was under pressure, especially in domestic market, due to competition and unutilized capacities of Insoluble Sulphur globally. Export Sales Volume were impacted due to slowdown in Europe. Export Fright rates during the period were also at historical high levels till October, 2024 due to disruption to logistic routs. However, your Company was able to maintain the operating pro_t margin at 17.9%. The Company took various cost and process optimization measures resulting into better yield and energy savings.

Due to the dumping of Insoluble Sulphur in India at very low and unremunerative prices by China and Japan, the Company had pursued imposition of antidumping duties on import of IS from these countries. DGTR (Director General of Trade Remedies) has in the month of March, 2025, recommended imposition of Antidumping on China and Japan.

The Company has made an investment into Clean Max In_nia Pvt Ltd. for purchase of Captive solar power at its Dharuhera Plant. The Supply for solar power is expected to start during current _nancial year.

The revenue form Acid business during nine months period was H5760.54 Lakh and margins were also healthy in the second half of the year. The steam generated from Acid Plant is used in manufacturing of Insoluble Sulphur and generation of power.

Domestic market is the fastest growing market for IS with expected growth rate of about 5-6%. The company's share in domestic market is currently around 55%. With the accelerated economic activities Indian automotive market is poised to grow which should further give boost in demand for IS.

The last one year there has been a signi_cant decrease in prices of Insoluble Sulphur imported from China and Japan which has put pressure on domestic realisation even more than the price level at which the Antidumping duty was assessed. With the expected imposition of Anti-Dumping Duty on import of Insoluble Sulphur from China and Japan during _rst half of current _nancial year, the domestic realisation of Insoluble Sulphur are expected to improve.

With the expected settlement of geo-political disturbances in Europe, we expect the revival of business with the customers in the impacted region. Also, easing out of disruptions to logistics routes has helped in reduction of freight rates.

The imposition of tari_ by US would give both opportunities and challenges for India as well as global Economy. The Company does not foresee any material impact on its export to US markets. Excess of production capacities over demand, specially in China, is resulting in pressure on prices and margins in Asian region. This is expected to continue until a balance is reached in capacity and demand.

Sales and average contribution for the year are expected to be at the same level as previous year Though major capacities in the form of byproduct form a copper smelter in Gujarat are expected to be added during second half the year thereby putting pressure on the contribution.

Your directors have recommended a dividend of H1.5/- (75%) per equity share of H2/- each for the _nancial year (FY) 2024-25, to be paid, if declared by the Members at Annual General Meeting (AGM) to be held on Monday, July 28, 2025. The total dividend payout amounts to H749.26 Lakh.

As per Regulation 43A of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy which is available on the website of the Company https://occl-web. s3.ap-south-1.amazonaws.com/wp-content/uploads/2024/07/ Dividend-Distribution-Policy.pdf During the period under review, your company commenced its independent operations following the successful implementation of the scheme of arrangement, it is currently focused on stabilizing operations and consolidating its _nancial position.

The dividend declared by the Company for the _nancial year ended March 31, 2025 is in compliance with the Dividend Distribution Policy of the Company.

Your Company has not transferred any amount to General Reserve for the Financial Year 2024-25.

The Board of Directors at their meeting held on May 24, 2022 had approved a scheme of arrangement between Oriental Carbon & Chemicals Limited and the Company.

The Scheme of Arrangement was approved by National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 while suo moto amending the Appointed Date to the date of pronouncement of NCLT order. However, as per the Scheme the Appointed Date was the E_ective Date. The Company _led an appeal against the NCLT Order before National Company Law Appellant Tribunal (NCLAT) to allow the appointed date to be as de_ned in the scheme. The Hon'ble NCLAT allowed the appeal vide its order dated May 27, 2024. The Company _led the certi_ed copy of the NCLT and NCLAT Order with Registrar of the Companies on July 01, 2024 to make the Scheme e_ective from July 1, 2024, the Appointed Date.

Pursuant to the Scheme the Company _led application under Rule 19(7) read with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 with BSE Ltd and National Stock Exchange Limited (NSE) for which in-principle approval was received. The Company received Final Listing and Trading Approval from BSE Limited and NSE vide their Notices dated October 25, 2024.The equity shares got listed and admitted to dealings on the Exchange w.e.f., Tuesday, October 29, 2024.

Consequently, the Corporate Identi_cation Number of the Company changed to L24302GJ2022PLC131360.

The details of the scheme can be accessed at https://www. occlindia.com/investor-relation/demerger/

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 544278 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCLLTD. The Company con_rms that the annual listing fees to both the stock exchanges for the FY 24-25 have been duly paid.

During the year under review, the Registered O_ce of the Company was relocated from Plot No. 30- 33, Survey No. 77, Nishant Park, Village - Nana Kapaya, Kachchh, Mundra, Gujarat- 370421 to Survey No. 141, Paiki of Mouje Village- Mundra, Taluka-Mundra, Mundra SEZ, District Kutch, Gujarat - 370421, i.e. within the local limits of the same city, town and village where the registered o_ce of the Company is presently situated.

Pursuant to scheme of arrangement, the manufacturing unit of the demerged entity was transferred to the company. Thereafter your Company started its business operation i.e. manufacturing of Insoluble Sulphur and Sulphuric Acid with e_ect from July 1, 2024.

There have been no material changes and commitments, a_ecting the _nancial position of the Company which have occurred between the end of the _nancial year of the Company to which the _nancial statements relate and the date of the report. The e_ect of the Scheme of Demerger has been accounted in accordance with Ind AS and applicable accounting principles as prescribed under Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) as noti_ed under section 133 of the Companies Act, 2013 as amended from time to time and with generally accepted accounting principle.

The Company does not have any public deposits. During the year under review, your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

During the period under review, the Company ceased to be a wholly owned Subsidiary of Oriental Carbon & Chemicals Limited with e_ect from July 01, 2024 pursuant to the Scheme of Arrangement.

Your company holds an investment in Clean Max In_nia Private Limited, an associate company established to leverage the Government of Haryana's captive solar power generation scheme for its Dharuhera plant. As per Indian Accounting Standard (Ind AS) 28, "Investments in Associates and Joint Ventures," the company is not obligated to prepare consolidated _nancial statements unless it has control over one or more subsidiaries. Since there are no subsidiaries, joint ventures, or other associates as de_ned under Ind AS 28, the company is not required to consolidate its _nancial statements. Furthermore, Clean Max In_nia Private Limited has not commenced operations during the _nancial year ending March 31, 2025.

During the year under review the Authorised share capital of the Company has increased from H5,00,000/- (Rupees Five Lakh only) divided into 50,000 (Fifty Thousand Only) equity shares of H10/- (rupees ten only) each to H10,05,00,000/- (Rupees Ten Crore _ve Lakh Only) divided into 5,02,50,000 equity shares of H2/- (Rupees Two only) each. Accordingly, the Authorised share capital as on March 31, 2025 was H10,05,00,000/- (Rupees Ten Crore _ve Lakh Only) divided into 5,02,50,000 equity shares of H2/- (Rupees Two only) each.

During the year under review, the opening issued, subscribed and paid-up equity share capital of H1,00,000/- (Rupees One Lakh only) divided into 10,000 equity shares of H10/- (Rupees ten only) was extinguished and equity share capital of H9,99,00,920/- (Nine Crore Ninety-Nine Lakh Nine Hundred Twenty Rupees only) divided into 4,99,50,460 (Four Crore Ninety- Nine Lakh Fifty Thousand Four Hundred and Sixty) Equity Shares of H2/- (Rupees Two only) each were issued and allotted to the eligible shareholders of the Demerged Company (Oriental Carbon & Chemical Limited) in the ratio of Five (5) Equity shares of value of H2/-each fully paid up in respect of every One (1) Equity share of the face value of H10/- each fully paid up held in the Demerged Company.

The Capital Clause of the Memorandum of Association of the Company was altered accordingly.

None of the Directors of your Company is disquali_ed under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certi_cate dated May 27, 2025 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disquali_ed from being appointed or continuing as directors of the Companies by SEBI/Ministry of Corporate A_airs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows:

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial O_cer

d) Mr. Pranab Kumar Maity, Company Secretary

During the _nancial year 2024-25, the following changes were made in the Directors and Key Managerial Personnel of the Company:

Their detailed pro_le are provided in Corporate Governance Report.

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and Quali_cation of Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board there has been no change in the circumstances which may a_ect the status of Independent Directors of the Company and the Board is satis_ed of the integrity, expertise, and experience (including pro_ciency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Quali_cation of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisites steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate A_airs. Further, the Company's Independent Directors have a_rmed that they have followed the Code of conduct for Independent Directors as outlined in Schedule IV to the Companies Act, 2013.

During the year under review, Five (5) Meetings of Board of Directors were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report forming an integral part of this Board's Report.

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI Listing Regulations, 2015, the Company has initiated performance evaluation process during the year. The Independent Directors at their meeting held on February 14, 2025 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of _ow of information between the Company's Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the

Company etc through presentations in this regard. They are also periodically kept aware of the latest developments in Corporate Governance, their duties as directors and relevant laws.

The Board duly constituted the Audit Committee in accordance with regulation 18 of SEBI Listing Regulations on June 10, 2024. As on March 31, 2025, the Audit Committee of the Board of Directors of the Company consists of three (3) Non-Executive Independent Directors and one (1) promoter Director with Mrs. Runa Mukherjee as Chairperson, Mr. S. J. Khaitan, Mr. Nitin Kaul and Mr. Akshat Goenka, Joint Managing Director as Member. The Company Secretary is the Secretary of the Committee. The Chief Financial O_cer and Auditors are permanent invitees to the Committee meetings. The Committee met 2 (two) times during the year on November 12, 2024 and February 11, 2025.

The scope of the Committee, inter alia, includes review of the _nancial statements before they are placed with the Board, Internal Control System, Related Party Transactions, Capital Budget and Reports of Internal Auditors and Compliance of various Regulations. Brief terms of reference, meetings and attendance are included in the Corporate Governance Report forming an integral part of this Board's Report.

Your Company has a well-structured Internal Audit System commensurate with its size and operations. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Board duly constituted the Nomination and Remuneration Committee in accordance with regulation 19 of the SEBI Listing Regulations on June 10, 2024.

As on March 31, 2025, the Nomination and Remuneration Committee consists of three (3) Non-Executive Independent Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Nitin Kaul and Mr. H S Shashikumar, as members. The Committee, inter alia, identi_es persons who are quali_ed to become directors and who may be appointed in key management positions and senior management. The Committee also _nalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee has not met during the year under review.

The Board duly constituted the Stakeholders' Relationship Committee in accordance with regulation 20 of the SEBI Listing Regulations on June 10, 2024.

As on March 31, 2025, the Stakeholders' Relationship Committee consists of one (1) Independent Director, Mr. S J Khaitan as Chairman and two (2) Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once (1) during the year on February 14, 2025.

The Board duly constituted the Corporate Social Responsibility Committee (CSR Committee) in accordance with Section 135 of the Companies Act, 2013 on June 10, 2024.

As on March 31, 2025, the Corporate Social Responsibility Committee (CSR Committee) consists of two (2) Independent Directors, Mr. S. J. Khaitan as Chairman and Mr. H S Shashikumar, Member and one (1) Executive Director Mr. Arvind Goenka as member. The Committee has not met during the year under review. The brief terms of reference of the Committee are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company's website at https://occl-web.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2024/07/Corporate-Social-Responsibility-Policy.pdf. The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The main Focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government. The provisions of CSR were not applicable to the Company during the year under review as it did not meet any criteria as prescribed under Section 135 of the Companies Act, 2013.

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identi_cation, evaluation, assessment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of Board of Directors and Audit Committee for the purpose of e_ective risk management. The major risk elements associated with the business and functions of the Company have been identi_ed and are being addressed systematically through mitigating action on a continuous basis. Audit Committee, under the supervision of the Board, shall periodically review and monitor the steps taken by the company to mitigate the identi_ed risk elements.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

The Company has in place an established internal control system including internal _nancial Controls designed to ensure proper recording of _nancial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certi_cation exercise is also conducted by which senior management certi_es e_ectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by quali_ed outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal _nancial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and e_ectiveness of internal _nancial control of the Company with respect to:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and speci_c authorization. There are well-laid manuals for such general or speci_c authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable _nancial information.

3. Access to assets is permitted only in accordance with management's general and speci_c authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as speci_cally permitted.

4. The existing assets of the Company are veri_ed/ checked at reasonable intervals and appropriate action is taken with respect to di_erences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

The Company has in place Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in con_rmation with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to report concerns about unethical behavior and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of vigil mechanism as provided in the Whistle Blower Policy has been disclosed in the Corporate Governance Report forming an integral part of this Board's Report. The Whistle Blower Policy is disclosed on the Company's website (web link: https://occl-web. s3.ap-south-1 .amazonaws.com/wp-content/uploads/2024/07/ Vigil-Mechanism-Policy.pdf .

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://occl-web.s3.ap-south-1. amazonaws.com/wp-content/uploads/2024/07/Remuneration-Policy.pdf .

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board should be eminent persons of proven competency and integrity with an established track record. Besides having _nancial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a signi_cant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The independent members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold o_ce as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalized through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no con_ict of interest with the business of the Company.

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that: a) In preparation of the annual accounts for the _nancial year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of a_airs of the Company at the end of the _nancial year as on March 31, 2025 and of the pro_ts of the Company for that period; c) The Directors have taken proper and su_cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal _nancial controls to be followed by the Company and that such internal _nancial controls are adequate and are operating e_ectively; f ) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e_ectively.

The Company's properties, including building, plant & machineries and stocks, among others, are adequately insured against risks.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the _nancial Statements.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the _nancial Statements.

The Shareholders of the Company at the 2^nd Annual General Meeting (AGM) held on June 20, 2024, approved the appointment of M/s. Singhi & Company, Chartered Accountants (ICAI Firm Registration No. 302049E) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 2^nd AGM till the conclusion of 7^th AGM to be held in _nancial year 2029-30.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the _nancial year ended March 31, 2025, forms part of this Annual report. The statutory audit report is self-explanatory and there is no quali_cation, reservation and adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report.

The Board of Directors of the Company at their meeting held on February 11, 2025, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having o_ce at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the _nancial year 24-25.

The Secretarial Audit Report in Form MR-3 for the FY ended March 31, 2025, is annexed herewith as "Annexure A". The Secretarial auditor of the Company has given an unquali_ed report for the FY 2024-25.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the _nancial year 24-25 on a remuneration of H1.4 Lakh. The Cost Audit Report for the year ended March 31, 2025 has been submitted to the Ministry of Corporate A_airs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their rati_cation. Accordingly, a Resolution seeking member's rati_cation for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 4 of the Notice convening the Annual General Meeting.

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2025 will be made available on the website of the Company at the link : https://www.occlindia.com/ investor-relation/annual-returns/.

A detailed Report on Corporate Governance for the _nancial year 2024-25, pursuant to the SEBI Listing Regulations along with an Auditors' Certi_cate on compliance with the conditions of Corporate Governance is annexed to this report.

During the year, pursuant to approval of shareholders dated June 20, 2024, under Regulation 23 of the SEBI Listing Regulations, your Company entered into Material Related Party transactions with several related parties (As there were no operation in the Company during the FY 23-24). Further, approval of the Audit Committee was sought for all related party transactions.

All related party transactions were in compliance with the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 which is Annexed as "Annexure B" .

Your Directors draw attention of the shareholders to the _nancial statements which set out related party disclosures. The approved policy on Related Party Transaction as required under the SEBI Listing Regulations is also available on the website of the Company. The weblink to the same is as under: https://occl-web. s3.ap-south-1.amazonaws.com/wp-content/uploads/2025/05/ Related-Party-Transaction-Policy-OCCL.pdf

The Management Discussion and Analysis Report for the _nancial year 2024-25, pursuant to the SEBI Listing Regulations is given as a separate statement in the Annual Report.

Pursuant to Regulation 34(2)(f ) of the SEBI Listing Regulations, 2015 read with SEBI Circular No. SEBI/ HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, Business Responsibility and Sustainability Report (‘BRSR') for the _nancial year 2024-25 is not applicable to the Company. Accordingly, the Company has not prepared BRSR for the FY 2024-25.

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

Pursuant to Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO certi_cation as speci_ed in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial O_cer also provide quarterly certi_cation on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI Listing Regulations.

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as "Annexure C".

Research & Development is fundamental to the Company's e_orts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on a continuous basis to improve the quality of the product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of improving and streamlining process parameters and rationalizing fuel consumption is also being carried out. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company's Research and Development Facility is approved by Department of Scienti_c and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state-of-the-art analytical and process equipment to help with faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research _ndings. The details of some speci_c R&D activities carried out and bene_ts derived from them have been annexed to this report.

Your Company's Plants have all the requisite Pollution Control Equipment and meet all the desired and statutory norms in this regard. The Company places the highest emphasis on the safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoy IATF 16949, ISO 9001, ISO 14001, ISO 20400 and ISO 45001 Certi_cation. The Company uses Natural Gas and Propane in place of liquid fuels. The backup DG set at Dharuhera plant are dual fuels sets, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp are installed at Dharuhera and Mundra Plants, respectively for captive consumption. A power turbine of 485 KWH capacity utilising surplus steam from Sulphuric Acid plant is in place. Projects to reduce fuel consumption and thus reduce gas emission are taken on a continuous basis.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure D", which is annexed hereto and forms a part of the Boards' Report.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company's website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned a_rmed compliance with the code of conduct with reference to the _nancial year ended on March 31, 2025. The declaration is annexed to the Corporate Governance Report.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. We have endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment.

During the period under review, no case was _led under the Act. Your Company has constituted Internal Complaints Committee ("ICC") for various business divisions and o_ces, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT) and National Company Law Appellant Tribunal (NCLAT) has approved the Scheme vide their order dated April 10, 2024 and May 27, 2024, respectively. Apart from the above, there has been no signi_cant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company's operations in future.

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 (10) of the Act, during FY 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1 and SS-2") relating to ‘Meetings of the Board of Directors' and ‘General Meetings' issued by the Institute of Company Secretaries of India and noti_ed by Ministry of Corporate A_airs.

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.