NOCIL Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present their Board Report together with the Audited Financial Statements of theCompanyforthefinancial

Financial Summary

Particulars	Financial year ended March 31, 2024	Financial year ended March 31, 2023
Total Revenue	1,444.67	1,616.57
Profit before Interest,	230.24	256.28
Depreciation & Tax
Less: Interest	1.62	1.19
Less: Depreciation	51.47	54.39
Profit before tax	177.14	200.70
Less: Tax Expenses	45.79	52.02
Net Profit after tax	131.35	148.68
Earnings per share of face value of Rs. 10 each -Basic	7.88	8.92
Earnings per share of face value of Rs. 10 each -Diluted	7.85	8.89

Performance of the Company

During the year under review both the domestic and global economies faced a mix of challenges and opportunities, shaped by various geopolitical and socio-economic factors. Though the domestic economy continues to show resilience, the global economies continue to be looming under the recessionary pressures. its long-term vision of doubling its market share in Given the ongoing uncertainties, your Company had to maintain a balanced approach by strategically managing both price and volume; thereby resulting in a modest growth of 2% in volumes for the year but for a price drop of over 12%. The de-growth in revenues of around 11% from Rs. 1,611 Crores in FY 2022-23 to Rs. 1,437 Crores in FY 2023-24; was both in domestic as well as in the international markets. Your Company remains committed to its ethical business strategy, ensuring that all customers receive top-quality products and services promptly.

Domestic Market

Your Company recorded a Net Domestic turnover of Rs. 965 Crores for the year under review. Our deep engagement with customers and our supply reliability continue to hold us in good stead in the domestic market. China being the largest manufacturer and market for rubber chemicals accounts for about 80% of worlds rubber chemical production and consumes about 35% of the rubber chemicals, resulting in exportable surplus. The subdued demand in international markets, including China itself, has resulted in surge in supply from China thereby exerting pressure on volume and price dynamics both in the domestic and international markets. India, being the third largest market for rubber chemicals and in absence of any trade barriers, is exposed to continual aggressive dumping in finished goods as well as its penultimate intermediates

Exports

Despite the challenging environment, it is worthwhile to note that our continuous efforts to bolster our export business has started yielding positive traction. We have almost clocked a double-digit volume growth on an annual basis in exports despite the current circumstances. It is important to highlight that though the latex part of our exports business has remained flat in Malaysia, our non-latex products business has developed on a positive trajectory.

On the revenue front we recorded a turnover of Rs. 473 Crores as against Rs. 491 Crores thereby registering a drop of 4%. Global customers continue to value the strengths and capabilities of your Company. The capacities on hand, will enable your Company to leverage growth opportunities to fulfil global space.

We believe that the +1 strategy with a One-stop shop offering continues to be an important differentiator for NOCIL when our customers look for security of supply chain from a medium to long term perspective.

Operations

The production of all products was aligned with the large marketing conditions prevalent due to the slowdown during a large part of the year.

On the inputs front for most part of the year, the raw material largely derived its price trends from crude/benzene. We continue to build stronger association with local supplier/ developing new suppliers to help secure volumes with cost advantages and lower lead time. Operation excellence measures resulted in an overall reduction of utilities costs during the year.

Projects

There are a few ongoing capital expenditures regarding environmental aspects as well as some de-bottlenecking initiatives taken by your Company. We have capitalised such initiatives of Rs. 27.62 Crores during the financial year 2023-24 and expect to complete few other projects in the next financial year.

With an aim to achieve its long-term objective, your Company has announced a capex program towards enhancement of its capacity for an amount not exceeding Rs. 250 Crores duly approved by the Board.

This capex is in-line with your Companys overall objective of establishing NOCIL as a strong global rubber chemicals partner to the rubber industry.

The funding for this project is largely through internal accruals.

Finance Rating

During the year under review, the Company judiciously utilised its resources and consequently, generated cash profits for the whole year and in effect was not required to utilise any fund based working capital facilities for most part of the year. The Company has therefore remained debt free.

The Credit Ratings Agencies CARE and CRISIL Limited have reaffirmed CRISIL AA for long term Bank Facilities (Term loan as well as Fund Based facilities) and CARE A1+ (A One plus) and CRISIL A1+ (stable) rating for short term Non-Fund Bank facilities, respectively.

Insurance

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and as required under the various legislative enactments.

There were no major incidents or accidents to warrant

Insurance claims during the year under review.

Dividend Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended, the Board of Directors have duly approved and adopted a Dividend Distribution Policy attached as Annexure "G". The said Policy is also available on the Companys website, the weblink of which is as under: https://www.nocil.com/wp-content/uploads/2023/11/ Dividend-Distribution-Policy-2018.pdf

Dividend Pay-out

The Board of Directors at their meeting held on May 29, 2024 recommended a dividend of Rs. 3 per Equity share of the face value of Rs. 10/- each to be paid to those shareholders whose names appear in the Register of Members of the Company or in the records of Depositories as beneficial owners of Equity Shares as on July 26, 2024. This is subject to approval of the shareholders at the forthcoming 62nd Annual General Meeting convened on August 08, 2024. The cash outflowon account of dividend (if approved) will involve a sum of

Rs. 49.99 Crores (Previous year Rs. 49.99 Crores) which will be utilised from the Free Reserves prevailing as on the date of the 62^nd Annual General Meeting.

Dividend in case of non-KYC compliant Folios:

Shareholders may kindly note that pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 effective April 01, 2024, dividend payments shall be withheld in case of shares held in physical mode where any of the KYC details viz PAN, choice of Nomination, Contact ratings details, Mobile number, Bank detailsas CARE AA (Double A) (Stable) and Specimen signatures are not updated as on the record date for payment of dividend viz July 26, 2024. Further, pursuant to SEBI Circular- SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023, an intimation in this regard has been sent to the shareholders holding shares in physical mode on May 31, 2024 about the need for updation of KYC details. Shareholders are requested to update the KYC details by submitting the relevant ISR forms duly filled in along with self-attested supporting proofs. The forms can be downloaded from the websites of the Company and the RTA.

Transfer of Unpaid Dividend and corresponding Equity Shares to the Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF); established by the Government of India, after completion of seven (7) years from the date it became due for payment. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The total amount lying in the Unclaimed Dividend Account of the Company as on March 31, 2024 in respect of the last seven years from FY 2016-17 to FY 2022-23 is Rs. 3.73 Crores. During the year under review, all unclaimed / unpaid dividend up to FY 2015-16 amounting to Rs. 0.43 Crores have been transferred to the Investor Education and Protection Fund and unclaimed / un-encashed dividend for the FY 2016-17 paid on July 27, 2017, are due for transfer to IEPF on September 02, 2024. As per the IEPF Rules, as amended, the due date for transfer of Equity Shares in respect of Dividend pertaining to the Financial Year 2015-16 was September 02, 2023. The Company had intimated the concerned Shareholders (individually) and also published requisite notices in the newspapers intimating the shareholders about the impending transfer and the procedure for claiming the same.

In compliance with the Amended Rules, during the year, the Company has transferred 1,78,484 Equity shares to the designated demat account opened by IEPF Authority with NSDL through Punjab National Bank, owned by those shareholders holding shares both in dematerialised form as well as physical form, who had not encashed their Dividend for a period of 7 years or more beginning from the Financial Year 2015-16. The shares held in demat/physical mode were transferred during September 2023.

The Company has also uploaded the details of the shareholders whose shares were liable to be transferred to IEPF on its website viz., www.nocil.com.

The nodal officer for the purpose of Compliances relating to IEPF is Mr. Amit K. Vyas, Assistant Vice-President (Legal) & Company Secretary of the Company. The details of the same are mentioned on the website of the Company. The web link is as under. https://www.nocil.com/information-for-shareholders/#unlclaimed_dividend

Fixed Deposits

Your Company does not accept deposits from public, and hence there are no outstanding/unclaimed deposits as of

March 31, 2024.

Health, Safety and Environment (HSE)

HSE has always been a core value of the Company and a top priority in all its manufacturing and all other business activities leading towards long term sustainability of the Company.

Safety is paramount when dealing with hazardous chemicals and processes. We encourage a high level of awareness of safety issues among our employees, including contract employees, and strive for continuous improvement. Employees are trained in safe practices to be followed at the workplace. High emphasis is placed on laid down policies, systems, and procedures. Reporting of ‘Near Miss Incidents and its investigation and unique practice of ‘Safety Attitude Encouragement (SAE) rounds by the Operations team helped build a very strong safety culture across the organisation over the years. With a view to improve the safety culture, measurable Key Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in monthly Environmental, Health, and Safety (EHS) Review Meetings which are chaired by Managing Director of the Company. No reportable incident is recorded during the year.

We are one of the leading members of Local and District

Crisis Group and have earned reputation amongst society around and statutory authorities for prompt support during

Disaster Management events. The Company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally, in the presence of external stakeholders.

Process Safety Management is an essential part of risk assessment using HAZOP / HAZAN / PSSR / LOPA

techniques. All Plant changes, modifications, new project implementation etc undergoe risk assessment studies before implementation.

Environment protection and adherence to pollution control norms is of high concern for your Company. Through research, innovation, and responsible manufacturing practices, we strive to reduce greenhouse gas emissions, conserve water resources, and reduce energy consumptions. We have a program in place for waste management using the 3Rs Strategy (Reduce, Reuse & Recycle) techniques. Novel Effluent Treatment techniques are employed at our state-of-the-art Dahej plant. A team of

R&D scientists are exclusively focusing on Green Chemistry and Environmental Research.

Regular workplace monitoring is carried out for Volatile Organic Compounds (VOC), Boiler and Process Stack emissions, Noise and Illumination levels, Ambient Air Quality, to ensure safe and healthy work environment.

The Company was audited for Responsible Care (RC) certification by a team of experts from the Indian Chemical Council (ICC) in the month of November 2023, and the ICC was pleased to renew the Responsible Care certification for a further period of three years i.e. from February 2024 to January 2027. NOCIL is one of the only 83 companies in India that holds certification for ‘Responsible Care – the Global Chemical Industrys initiative, focussed on Environmental, Health, and Safety (EHS) improvements since2018.TherenewalofitsResponsibleCarecertification demonstrates the Companys dedication to conserving energy, preserving natural resources, preventing pollution, and safeguarding the well-being of individuals.

A well-equipped Occupational Health Centre (OHC) at all the manufacturing facilities carries out regular and periodic medical check-up of all categories of employees and counselling sessions are held, individually and in groups, to increase the health awareness amongst them. Health

Awareness programmes were conducted during the year on relevant topics of Lifestyle Changes, Heart ailments etc.

Total Quality Management (TQM)

NOCIL continues to focus on Total Quality Management (TQM) practices to improve competitiveness in the business and is one of the prime enablers for growth. By implementing TQM, the Company gets improved access to global markets, higher customer retention levels, less time required to develop new innovations, and a reputation as a quality firm. TQM is an integral part of the business from sourcing of inputs to meeting the customers needs. The Company has established management systems and processes in line with global business standards at each step and built on continual improvement recommendations emanating from various audits by customers and certifying agencies.

Your Company is certified for ISO 9001:2015 (Quality Management System), ISO 14001: 2015 (Environment Management System), ISO 45001: 2018 (Occupational Health & Safety Management System), IATF 16949:2016 (Automotive Quality Management System) and ISO 50001:

2018 (Energy Management System).

Quality Assurance and Marketing Technical Service laboratories at Navi Mumbai are accredited as per ISO 17025:2017 which increases customer confidence in our test certificates. The Company has implemented sustainability frameworks to reduce GHG emissions and mitigate wasteful spending while streamlining processes to be more efficient. The

Company has disclosed climate change data on CDP

(Carbon Disclosure Project) platform to build trust through transparency and respond to rising environmental concerns among the public and has also signed a near term commitment with SBTi (Science Based Targets initiative) with the objective to systematically chalk out a roadmap

& actions to reduce overall emissions and to prevent the worst impact of climate change.

Sustainability Initiatives: - Integration of Environmental, Social & Governance (ESG) principles into the Companys Operations

In its pursuit of attaining Sustainability Goals, the Company is successfully integrating ESG parameters in its operations.

This strategic approach aims to leverage any potential opportunities stemming from enhanced environmental management, improved social performance, and strengthened governance principles. The Companys ‘ESG Charter is formulated to assist the Board and Management in their oversight responsibilities, concerning critical issues. These include Climate change crisis, protection of Human Rights, DE&I, Occupational Health & Safety, and other ESG aspects that are relevant and material to the Company. Furthermore, the Company is fully aware It alsoof the environmental ramification recognises the importance of social and governance factors in building a sustainable and effective investment strategy. Moreover, the Company remains dedicated to maximising the value for all stakeholders by incorporating strategies that attach prime importance to environmental

Sustainability, while concurrently upholding Human Rights and Governance parameters. In sync with this approach, the Companys ESG programme considers Sustainability as one of its strongest pillars and also encompasses broader Social and Corporate Governance aspects for greater good. By adopting and implementing a strong and meaningful ESG programme, the Company has been able to establish clear environmental goals aimed at reducing its carbon footprint, determining sourcing strategies, and laying a foundation for waste reduction initiatives. From the social impact lens, the Company strives to create a meaningful diversity programme, enhance employee well-being, and leave a lasting impact on the community. A strong governance foundation coupled with firmly rooted business ethics has enabled the Company to enhance stakeholder transparency and protect privacy.

The Business Responsibility & Sustainability Report (BRSR)

In compliance with SEBI circular SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, the Company came out with its first BRSR for the FY 2022-23

The BRSR seeks disclosures from listed entities on their performance against the Nine (9) Principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The BRSR is intended towards having quantitative and standardised disclosures on ESG parameters to enable comparability across Companies, sectors.

The BRSR format was further amended by SEBI Circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 vide which the report is now termed as BRSR Core

which is a sub set of the BRSR consisting of a set of

Key Performance Indicators (KPIs) /metrics under the Nine

(9) ESG attributes . The Company forms part of the list of the top one thousand (1000) Companies based on market capitalisation (as on March 31, 2024) and is mandatorily required to prepare a BRSR Core as a part of the Annual

Report for the FY 2023-24.

The Company has accordingly prepared the Business Responsibility & Sustainability Report Core as a separate section which forms part of the Annual Report 2023-24. As a proactive measure towards its Sustainability measures, the BRSR Core of the Company has been subjected to a ‘Limited Assurance by TUV-SUD. An Independent Assurance Statement furnished by TUV-SUD is also annexed to the BRSR Core.

The Companys efforts to achieve best Sustainability Standards have been recognised by the following prestigious awards:

(i) The Companys Sustainability Report 2022-23 won the coveted LACP Award (PLATINUM) – Best Report in Chemicals sector. This is a global level recognition accorded to NOCILs Sustainability Report by the League of American Communications Professionals LLC (LACP) which has conferred the coveted LACP Award (PLATINUM) for being the Best Sustainability Report in the Chemicals sector.

(ii) The Company also bagged 3 awards for Best Sustainability Initiatives in 2023 at the 2^nd India Sustainability Conclave and Awards 2023 on

November 02, 2023 under the aegis of Transformance Business

(iii) The Company was selected as a winner at the India

Risk Management Awards at CNBC-TV18 India Risk Management Awards Season 10 (category

– REGULATORY COMPLIANCE MANAGEMENT -

Mid-Cap)This prestigious award recognises the exceptional achievements of the organisation in the field of Regulatory Compliance Management (as a part of its Risk Mgt initiatives).

Research & Development

The Research & Development (R&D) Centre of your Company, works with a vision to develop products and innovate process technologies in rubber chemical manufacture with a focus on customers current & emerging requirements and to create a sustainable future. The strategic objective of the R&D Centre of the Company is to develop and create a one-stop solution for all rubber chemicals by broadening the product range and to fulfil Plus One strategy. The R&D Centre of NOCIL is dedicated towards your Companys motto ‘The Ethics of Excellence without compromising on product quality, consistency, and customer satisfaction. The R&D Centre of NOCIL focuses on the principles of Green Chemistry, Green Engineering, Sustainability, Carbon Neutrality, 3Rs Strategy (Reduce, Reuse & Recycle), 4.0 to develop environmentally safe, greener, and cost-effective manufacturing processes and products. Your Company R &D Centre has state-of-the-art facilities for research in Rubber Chemicals & their application in Rubber articles and a team that includes experienced R&D scientists, chemists, engineers/technologists, taking relentless effort to excel in the development of newer technologies to improve the manufacturing processes. They aim to fulfil the Companys vision to be a global, customer-focused, and innovative organisation in the field of rubber chemicals. The R&D Centre of your company is recognised by the Department of Scientific and Industrial Research (DSIR), Ministry of Science & Technology, Govt of India.

The R&D team of your Company is actively involved in collaborative research work to explore newer research domains with Indias premier research and academic institutes such as the Indian Institute of Technology- Risk Management Madras; the Institute of Chemical Technology- Mumbai and the University of Mumbai.

The focus of the R&D Centre of NOCIL is on the following areas:

Continual assessments of new-generation technologies, evaluate their adaptability for product and process, perform improvements in the current manufacturing processes to enhance productivity, production capacity, improve product quality, process economics, and reduce the carbon and water footprint of manufacturing processes and products.

Develop improved, sustainable & patented process technologies for existing products and intermediates and also new generation Rubber Chemicals to broaden the product portfolio.

Development of niche intermediates, customised and sustainable products by exploring innovative technologies and renewable resources to fulfil the requirements of customers and business the requirement of China sustainability.

Development of cleaner, cost-effective and innovative manufacturing processes, and environmental technologies in line with the current and future sustainability needs and implementation of the

3Rs Strategy (Reduce, Reuse & Recycle) in product and process improvements.

Support the technologies for debottlenecking of plants and those in the stage of expansion to reduce manufacturing costs, improve atom economy, and improve overall productivity.

Relentless and continuous efforts of the R&D Centre of

NOCIL to improve in the above-mentioned areas have resulted in reduction of raw material usage and carbon and water footprint, an increase in product capacity, new products, and the development of improved cleaner and safer process technologies. Our R&D initiatives have helped to continually improve and ensure long-term business sustainability in rubber chemicals and explore new business segments and portfolios.

Risk Assessment and Management

TheCompanyhasawell-in place, as a part of its good Corporate Governance practices and considers Risk Management to be fundamental to good management practice and a significant aspect of Corporate Governance. Effective management of Risk has enabled the Company to minimise the adverse effects of such risks encountered from time to time thereby ensuring that the achievement of the Companys strategic and operational objectives is not significantly altered. The purpose is to identify and review past events / incidents and implement changes to prevent or reduce future undesirable incidents. Your Company aims to use Risk Management to take better informed decisions and improve the performance thereby achieving its strategic and operational objectives. To address any risk factors that may arise on account of the regulatory changes/amendments as applicable to the

Company are being followed and monitored closely. The Company has adopted a Risk Management Policy (the Policy) and formed a Risk Management Committee (the

Committee) in accordance with the provisions of the Act and Regulation 21 of the SEBI (LODR) Regulations, 2015. In terms of the Policy, the Committee reviews on a periodic basis the Risks relating to Enterprise Risk Management (ERP) – Sustainability, Business Continuity Process Technology updates, Competitor Action Plans, Cyber/I/T related Risks, Forex risks, Legal & Statutory Compliances, Human Capital and Succession Planning,Exploration of diversification opportunities in related areas of strength from time to time to ensure that business vulnerabilities are not dependent on a single segment, Investment Proposals under implementation and to take corrective action wherever necessary to minimise time and/or cost overruns.

The Company has also appointed a Chief Risk Officer (CRO) who is a dedicated functionary conversant with the intricacies of business operations and the associated risks for ensuring control and monitoring of the implementation of the Policy. The CRO does not simultaneously hold or lead any specialised full-fledged function which would result in conflict with his role as CRO. The composition of the Risk audit observations Management Committee (RMC), its terms of reference and number of Committee meetings held during the year are given in the Corporate Governance Report. Group/Function Heads who are accountable for the allocated risks are invited to the Committee meetings for presentations wherein they highlight the measures taken towards handling the risks. The Board also reviews on a quarterly basis a Risk Assessment Statement which captures the overall assessment, control assessment and responsibility with a rating on a scale of 1 to 5, in respect of Handling of Hazardous materials, Regulatory compliance, Power outages, Volatility of availability and Process of raw materials, Equipment failure, Risk of flooding of Plants issues that can impair the financial during Monsoon, Patent infringement, Adverse changes in Global /National economic and political scenarios, Logistic disruptions, Frauds, Inadequate I.T support, Non amicable labour relations etc

The Risk Management Policy has been uploaded on the Companys website. The link for accessing the said Policy is given here below: https://www.nocil.com/wp-content/uploads/2023/11/ NOCIL-RISK-MANAGEMENT-POLICY.pdf

Internal Control Systems and their Adequacy

Adequate internal controls, systems, and checks are in place and are commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the Companys operations through a well-defined budget monitoring process and specifying standard operating procedures. Your Company has appointed an external professional agency M/s. Aneja Associates, Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board periodically. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, the Management undertakes corrective action in the respective areas and thereby further strengthens the controls. Significant and corrective actions thereon are presented to the Audit

Committee of the Board. The Audit Committee of the Board ensures that necessary corrective actions suggested are put in place. In addition, during the year under report, the Audit Committee and the Board have specifically reviewed the

Internal Financial Controls with reference to the Financial

Statements and process prevalent in the Company. On a case-to-case basis, the Board also engages the services of professional experts in the said field, to ensure that adequate financial controls and systems are in place. At the end of a period, the Managing Director, and the Chief Financial Officer (CFO) give a declaration in the prescribed format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant of the Company.

Ethical Code of Conduct and compliance with Policies thereunder

Your Company has adopted an Ethical Code of Conduct (the Code) for ensuring the highest degree of Transparency,

Accountability, Integrity, and Social Responsibility.

Any potential or actual violation of the Code is viewed very seriously by the Company and disciplinary action is taken thereon. The Company has formulated a Vigil Mechanism

& Whistle Blowing Policy as part of the Ethical Code of Conduct, which lays down a mechanism for reporting of any instances of frauds, unethical conduct, conflict of interests, non-compliance with legal provisions, misuse of Companys assets or funds, falsification of records/accounts, Misuse of Unpublished Price sensitive information viz Insider Trading, Instances of discrimination or unfair labour practices, engagement of Child labour etc.

All the employees have been sensitised on the imperative need to comply with the said Ethical Code of Conduct by way of deployment of impactful e-learning modules in the form of short films based on the real-life scenarios and backed by the NOCIL ‘s core Policies. The said e-learning modules also have an in-built mechanism for mandatory online testing to ensure that the Code is understood and complied in letter and spirit by all the employees. The said e-learning modules cover the Policies on Anti-corruption/ Anti-Bribery, Vigil mechanism/Whistle blower, social media, Gift prohibition, Conflict of interest, Diversity, Equity & Inclusion, and anti- Discrimination etc)

There have been no instances of Whistle blowing during the year under review.

This Policy has been uploaded on the website of the Company and the link for accessing the same is given below: https://www.nocil.com/wp-content/uploads/2024/01/ Vigil_Mechanism_Whistle_Blower_Policy-2.pdf

Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is an equal employment opportunity

Company and is committed to creating a healthy and safe working environment that enables Employees, Agents, Contractors, Vendors and Partners to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees have the right to be treated with dignity. Sexual harassment at the workplace or other than workplace if involving employees is a grave offence and is, therefore, punishable. The Company has therefore adopted and implemented a ‘Policy on Prevention of Sexual Harassment (POSH Policy) with the objective to provide protection against the sexual harassment of women at workplace and for prevention and redressal of complaints of sexual harassment and for matters connected therewith. This Policy is subject to and in pursuance of

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. In accordance with the said Act and the POSH Policy, the Company has formed an Internal Committee (IC) to manage the process of enquiry and redressal of complaints. The Company is regularly conducting training programs for all the employees (whether on regular or on contracts and whether permanent or temporary) across its

Plants, Head office and the Regional Offices educate them about the acceptable and non-acceptable behaviour with respect to female employees. In this regard the Company deployed an e-learning module (devised by an external professional software developer on POSH) which not only trained the employees, but also subjected them to online testing to verify the level of understanding of the

Policy for ensuring compliance in letter and spirit.

During the year under review, no complaints were received under POSH. This Policy has been uploaded on the Companys website and is accessible on the below link: https://www.nocil.com/wp-content/uploads/2023/11/ Policy-on-Prevention-of-Sexual-Harrasment.pdf

Number of Board Meetings

The Board of Directors met six (6) times during the financial year under review as per details stated in the Corporate

Governance Report.

Details of Committee Meetings Audit Committee Meeting

The members of Audit Committee met four (4) times during the financial year under review as per the details stated in the Corporate Governance Report.

Nomination & Remuneration Committee Meeting

The members of Nomination & Remuneration Committee met three (3) times during the financial year under review as per the details stated in the Corporate Governance Report.

Stakeholders Relationship and Investors Grievance Committee

The members of Stakeholders Relationship and Investors Grievance Committee met once during the financial year under review as per the details stated in the Corporate

Governance Report.

Risk Management Committee

The members of Risk Management Committee met two (2) times during the financial year under details stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The members of Corporate Social Responsibility Committee met three (3) times during the financial year under review as per the details stated in the Corporate Governance Report.

Composition of Audit Committee:

The total strength of the Audit Committee is five (5) n of Directors), Rules, 2014 asQualificatio Directors all of whom are Independent. The norms require at least 2/3rd of the members to be Independent Directors. The composition of the Audit Committee is given below:

Name of Members	Category
Mr. D.N. Mungale Chairman	Independent Director
Mr. Rohit Arora	Independent Director
Mr. Vilas R. Gupte	Independent Director
Mr. P. V. Bhide	Independent Director
Mr. Debnarayan Bhattacharya	Independent Director

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013, as amended from time to time and Regulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration, and other Committees. The various criteria considered for evaluation of Whole Time / Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors at their separate meeting being held every year.

Declaration by Independent Directors as per the

As required under Section 149(7) of the Companies Act, 2013, read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors have placed the necessary declaration of their independence in terms of the conditions laid down under Section 149(6) of the Companies Act, 2013, as amended, at the Board Meeting held on Wednesday, May 29, 2024. Further, pursuant to the Companies (Appointment and the said declaration also includes a confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs, and they have paid the necessary fees for the said registration.

Familiarisation Programmes for the Independent Directors

The Company provides suitable familiarisation programmes to Independent Directors to help them familiarise with the nature of the industry in which the Company operates and the business model of the Company in addition to regular presentation on expansion plans and their updates, technical operations, marketing and exports and financialstatements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate, Listing Regulations about their roles, rights, and responsibilities as Directors of the Company. There is a regular interaction of

Directors with the Key Management Personnel (KMPs) of the Company. The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its web link is: https://www. nocil.com/wp-content/uploads/2024/06/Familiarization-Programme-for-IDS.pdf

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) That in the preparation of the Annual Financial

Statements for the year ended March 31, 2024, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with related party transactions made by the proper explanations relating to material departures, if any.

(b) That such accounting policies as mentioned in Note 1 forming part of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of state of affairs of the Company as of March 31, 2024.

(c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) That proper systems are devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. (g) That all the applicable Secretarial Standards have been complied with by the Company during the year under review. The above assessment of the Board was further strengthened by periodic review of internal controls by both the internal as well as the external auditors.

Remuneration policy

The Company has amended the Remuneration Policy as per recommendation of the Nomination and Remuneration

Committee. The weblink of the Policy is: https://www.nocil. com/wp-content/uploads/2023/11/Remuneration-Policy. pdf

Related Party Transactions

All related party transactions that were entered into during the financial year were at an arms length basis and were in the ordinary course of business. There are no materially significant with Promoters, Directors, and Key Managerial Personnel, wholly owned subsidiary Company or other designated with the persons which may have a potential conflict interest of the Company at large except as stated in the

Financial Statements / Directors Report.

As per the Related Party Transactions Policy, approved by the Board of Directors of the Company, during the year under review, the Company has entered into related party transactions based upon the omnibus approval granted by the Audit Committee. The Audit Committee reviewed such transactions on quarterly basis for which omnibus approval was given.

Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 along with the disclosures as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the prescribed form AOC-2 for the F.Y. 2023-24 are given in Annexure "F".

The current Related Party transactions (RPT)policy has been uploaded on the Companys website and the weblink of the Policy is as under: https://www.nocil.com/wp-content/uploads/2023/11/ Policy-on-Related-Party-Transaction.pdf

Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013, are given in the

Notes forming part of Financial Statements for the year ended March 31, 2024.

Annual Return

The Annual Return of the Company for 2023-24 in Form MGT-7 pursuant to the provisions of the Act and Rules made thereunder, is available on the Companys Website at https://www.nocil.com/wp-content/uploads/2024/07/ Annual-Return-2023-24.pdf

Subsidiary Company, Associates and Joint Ventures

PIL Chemicals Limited, (PIL), a Wholly Owned Subsidiary (WOS) of your Company has recorded a Total Income of Rs. 21.36 Crores and Profit before Tax ofRs. 4.39 Crores, for the year under review. The Board of Directors of PIL declared an Interim Dividend of Rs. 1.80/-per share and had recommended final dividend of Rs. 1.20 /- per share. (Previous year Dividend was Rs. 1.45/- per share). The Company does not have any material subsidiary, however, the Company has formulated a policy for determining material subsidiary(ies) and such policy has been disclosed on the Companys website and its weblink is https://www.nocil.com/wp-content/uploads/2023/11/ Policy-on-Material-Subsidiaries.pdf Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans /Advances made to, and investments made in the Subsidiary have been furnished in Notes forming part of the Accounts. A statement containing the salient features of the financial statements of the Companys Wholly Owned Subsidiary under the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed Form AOC -1. Further, the Company does not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of

Corporate Affairs and the same together with Auditors Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II

of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06, 2016 as amended from time to time.

Personnel

The relations, during the year, between the employees and the Management of your Company continued to be cordial. Your Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Stock Options

In terms of your approval, read with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, the details required to be provided under the said Guidelines are set out in Annexure "C" to this Report.

Introduction of "NOCIL Ltd- Long-term Incentive Plan

2024 (LTIP)"

As an important organisational initiative to drive long term business deliverables, it is proposed to seek approval of the shareholders at the 62nd Annual General Meeting for the adoption and implementation of the LTIP in form of an

Equity based compensation Plan for eligible employees of the Company.

The proposed LTIP apart from being an effective tool to recognise and reward talent is also expected to motivate and retain talent as an Incentive. The underlying objective being to encourage employees for contribution to corporate growth and to create an employee ownership culture. Under the proposed LTIP it is proposed grant options aggregating to 85,00,000 shares of Rs. 10/- each in form Employees Stock Options (ESOPs) and Performance Restricted Stock Units (PRSUs) to eligible employees as per the discretion of the Nomination & Remuneration

Committee (NRC) to be empowered in this regard

Particulars of Employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the

Company is provided in Annexure "E".

Appointment/Reappointment of Directors and Key Managerial Personnel

During the year under review Ms. Radhika Haribhakti (DIN - 02409519) has been appointed as an Independent Director for a period of 5 years with effect from August 01, 2023, and her appointment was approved by the shareholders by passing Special resolution (through Postal Ballot) on September 22, 2023.

Mr. Ramesh Iyer (DIN - 00220759) and Mr. Sujal Shah (DIN - 00058019) have been appointed as an Independent Directors for a period of 5 years with effect from November 02, 2023 and their appointments have also been approved by the shareholders by passing Special resolutions (through Postal Ballot) on December 22, 2023. Mr. Rohit Arora (DIN - 00445753), Mr. D.N. Mungale (DIN - 00007563) and Mr. P.V. Bhide (DIN - 03304262) cease to be Independent Directors of the Company on June 29, 2024, upon completion of their second term. Ms. Dharmishta Raval (DIN - 02792246) would cease to be an Independent Director of the Company on July 22, 2024, upon completion of her second term. The Board would like to place on record its deep appreciation for the valuable guidance and significant contributions made by Mr. Arora, Mr. PV Bhide, Mr. D.N Mungale and Ms. Dharmishta

Raval during their tenure as Independent Directors with the

Company.

Mr. Debnarayan Bhattacharya (DIN - 00033553) was appointed as an Independent Director for a period of

5 years w.e.f. July 30, 2019 at the 57^th Annual General Meeting of the Members of the Company held on July 30, 2019 and hence his existing first 2024. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 29, 2024, has appointed Mr. Debnarayan Bhattacharya as an Additional Director (in the capacity of an Independent Director), pursuant to Section 161 of the Companies Act, 2013 with effect from July 30, 2024. As per the provisions of said section, Mr. Debnarayan Bhattacharya officeas holds Additional Director up to the date of the forthcoming 62nd Annual General Meeting convened on August 08, 2024 and is required to be appointed as an Independent Director for a second term of five (5) consecutive years w.e.f July 30, 2024 up to July 29, 2029 at the said 62nd Annual General Meeting. Mr. Debnarayan Bhattacharya has given his consent for re-appointment for a second term of five (5) consecutive years beginning from July 30, 2024 and ending on July 29, 2029. As per Sections 149 and 152 of the Act and the Rules framed thereunder, a person can be appointed /reappointed as an Independent Director subject to approval of the Members by way of a Special Resolution to be passed at the next General meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the re- appointment of Mr. Debnarayan Bhattacharya as an Independent Director of the Company at the ensuing 62^nd Annual General Meeting convened on August 08, 2024. The Company has, in terms of Section 160(1) of the Act received in writing a notice from a Member, proposing his candidature for the office of Director. Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles of the Association of the Company, Mr. Anand V.S. (DIN - 07918665) Managing Director retires by rotation at the forthcoming 62nd Annual General Meeting. Being eligible, he has offered himself for re-appointment. In terms of the Ordinary Resolution passed by the shareholders at the 61st Annual General Meeting held on Monday, July 31, 2023, Mr. Anand V.S was appointed as the Managing Director for a period of five (5) years with effect from August 01, 2023 up to July 31, 2028. Mr. Anand was made liable to retire by rotation under section 152 of the Companies Act, 2013, subject to the condition that if re-appointed as a Director immediately on retirement by rotation, he shall continue to hold his office as Managing Director and such reappointment as a Director shall not betermexpires construedJuly 29, as a break in his appointment as the Managing Director.

Mr. Anand shall therefore serve his term in accordance with the said approval granted by the shareholders and his contractual obligations with the Company.

There has been no other change in Key Managerial Personnel of the Company during the year.

Statutory Auditors

Pursuant to the requirements of Section 139(1) and 139(2) of the Companies Act, 2013, at the Annual General Meeting held on July 28, 2022, the Members had accorded their approval for the re-appointment of M/s. Kalyaniwalla

& Mistry LLP, Chartered Accountants, Mumbai as the term of the Statutory Auditors for the second and final

Company to examine and audit the accounts of the

Company for the Financial Years 2022-23 to 2026-27. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended provision of Section 139(1) of the Companies Act, 2013, has dispensed with the each yearratification by the Members.

Explanations or comments on the qualification, reservation, adverse remark, or disclaimer made by the Statutory Auditors or by Company Secretary in practice in their report.

During the year under review, there are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors appointed under section 139 of the Companies Act, 2013. Hence, the need for explanation or comments by the Board does not arise. The report of the Statutory Auditor forms a part of the financial statements During the year under review, there were no material or serious instances of fraud falling within the purview of

Section 143 (12) of the Companies Act, 2013 and Rules made there under, by officers or employees were reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company are required to be audited. M/s. Kishore Bhatia & Associates, Cost Auditors have given a Certificate to the effect that the appointment, be within the prescribed limits specified under section 141 of the Companies Act, 2013.

The Audit Committee has obtained a certificatefrom the Cost Auditors certifying their independence and confirming their arms length relationship with the Company. The Cost Audit Report in respect of FY 2022-23 was filed September 27, 2023 and the Report for the FY 2022-23 will be filed within the time limit as prescribed under the Companies (Cost Records and Audit), Rules, 2014. Your Directors, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates to audit the cost accounts of the Company for the FY 2024-25 on a remuneration of Rs. 0.095 Crores As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed before the Members at their 62nd Annual General Meeting for their ratification.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on May 29, 2023 appointed M/s. Parikh & Associates., Company Secretaries, a firmof Company Secretaries in Practice as Secretarial

. Auditor to carry out the Secretarial Audit of the Company for

FY 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure "B."

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Further, PIL Chemicals Limited, is the only wholly owned subsidiary of the Company and is not a material unlisted subsidiary. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, do not apply to PIL Chemicals Limited.

Report on Corporate Governance

As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) if made,will Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Companys

Secretarial Auditor confirming compliance is attached (Refer Page No.122).

Report on Management Discussion and Analysis

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on "Management Discussion and Analysis" is attached and forms a part of this Report.

Corporate Social Responsibility

Your Company treats CSR as "More than an obligation, more than a duty". As a part of the Arvind Mafatlal Group, the Company firmly believes that discharge of Corporate Social Responsibility in itself is a feeling that the Company belongs to the people at large and more so to the people the

Company serves. Your Company has pledged its resources in various sectors and is striving continuously with the sole objective of creating an environment of well-being in all spheres of life. The group has been implementing a range of CSR activities over the last fifty years, in areas like healthcare, education, womens upliftment in rural India and environment protection.

The Company is a proud recipient of the coveted E.T-Legal – CSR initiatives award 2023 (organised by the Economic Times – LEGAL Awards 2023) to recognise, acknowledge and cement the groundbreaking contributions of the Legal function towards the CSR initiatives. The Company also bagged the top honours in form of 3 prestigious awards recognising its contributions towards the best "Sustainability initiatives" for CSR during 2023 at the 2^nd India Sustainability Conclave and Awards 2023 held on November 02, 2023 under the aegis of Transformance

Business Media in the categories of: ‘Reduction of Poverty;

‘Promotion of Education for Economically Backward sections; and ‘Supporting Rural Healthcare.

In line with the provisions of the Companies Act, 2013 as amended from time to time and the Rules framed there under with respect to the Corporate Social Responsibility (CSR), the Company has formulated a Policy on CSR and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. In terms of the requisite requirements, due processes and controls have been set up by the Company to ensure that all CSR contributions sanctioned by the CSR Committee are expended by the relevant organisations for the purpose for which it was sanctioned. The details of CSR Expenditures are given in the prescribed format which form part of this Report.

The same is annexed as Annexure "A."

The Company continues to actively support deserving social causes for improvement and upliftment of various sections of the society as has been its practice for past several years.

Other Particulars

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure "D" and forms part of this Report.

In commitment to keep in line with the Green Initiative and going beyond it, the Company shall be sending the Annual Report for the F.Y. 2023-24 through electronic means to all those shareholders who have registered their e-mail ids with the Company/RTA/Depository Participants, as per the relaxations provided by various MCA Circulars.

General

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under the review: a) nt or material orders were passed by the significa No Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. b) Issue of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a)(ii) of the Companies Act, 2013. c) Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013.

d) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013. e) There was no revision to the Financial Statements for the year under review.

Acknowledgements

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government

Bodies and Business Associates which have helped the

Company to sustain its growth during the year.

	For and on behalf of the Board of Directors
Place: Mumbai	Hrishikesh A. Mafatlal
Date : May 29, 2024	Chairman