Your Directors are pleased to present the 4^th(fourth) Annual Report along with the Audited Annual Financial Statements of the OCCL
Limited ("the Company") for the Financial Year ended March 31,2026.

SUMMARY OF FINANCIAL RESULTS (H in Lakhs)

* Including H187.50 Lakh Deferred Tax Credit (Previous Year H220.36 Lakh - Deferred Tax Charge)

The financial statements for the year ended 31 March 2025 include the results of the Chemical Business only for a period of nine months
from 1 July 2024 to 31 March 2025..

OPERATIONSInsoluble Sulphur (IS)

During the year under review, sulphur prices remained elevated
while pricing flexibility in the insoluble sulphur market stayed
constrained amid intense global competition. The result was a
year in which cost pressures moved faster than realisations across
parts of the market. However, the profitability of the Company
was supported by better performance from its Sulphuric
Acid operations.

The insoluble sulphur market in India operated under competitive
distortion. Chinese manufacturers, burdened by excess
capacities, directed surplus volumes into the Indian market at
aggressive prices.

To address this distortion, an anti-dumping duty of USD
307 per tonne was imposed. However, Chinese exporters
absorbed the duty by lowering their selling prices, a practice
known as anti-absorption, negating the benefit available to
domestic manufacturers.

The Company applied for and an anti-absorption investigation
has since been initiated by the Directorate General of Trade
Remedies (DGTR) and the matter is currently under review.

During the year under review Revenue from Operation registered
a 24% growth was mainly due to higher sales realisation on the
back of higher input costs, including freight. Operating Profit
increased by 45% over previous year (annualised). Sales Volume
remained flat during the year. The increase in profit was inspite
of sharp increase in raw material costs. Average sulphur cost
rose from H29 per kg to H52 per kg during the year, reflecting
geopolitical disruptions across global supply chains. Insoluble
sulphur realisations could not increase in proportion to this rise in
input costs, resulting in margin compression.

Though Domestic market of Insoluble Sulphur grew marginally,
Exports sales were adversely affected due to weak global macro¬
economic, and geopolitical environment, duties imposed by USA
and Iran-Israel war and its economic repercussion in the region.

Sulphuric Acid & Oleum

The revenue from the Acid business during FY 2025-26 stood at
H160.20 Lakhs, while profitability reached its highest level. Sales
volume also crossed 1 Lakh MT, marking a record performance for
the business segment. Strong global demand for sulphuric acid
resulted in increased exports from India, which in turn supported
higher domestic realizations and contributed significantly to the
improved financial performance.

FUTURE PROSPECTS
Insoluble Sulphur

The Insoluble Sulphur market expected to remain highly volatile
in 2026. The Asia-Pacific region continues to lead global demand,
driven by robust manufacturing activity in China, India, and
South Korea.

India continues to be the fastest-growing market. The GST
rate cuts announced in September 2025 significantly boosted
automobile sales in the country, and April 2026 turned out to be
the best-ever month for auto sales.

The reduction in US tariffs in February 2026 has positively impacted
the Indian tyre industry and, consequently, our business as well.
Realizations are expected to improve, as part of the tariff burden
was previously being absorbed by us.

Supply chain disruptions and rising sulphur prices have led
Chinese manufacturers and other global suppliers to increase
prices, which had earlier been a major obstacle to better
realizations. We were able to pass on these increases to customers
and partially restore margins to sustainable levels and therefore
expect improved margins in FY 2026-27.

The demand from Domestic Tyre Companies has seen appreciable
upturn in Q1 of FY 26-27 as Import prices have increased and
entire companies look to secure Raw Materials.

An anti-dumping duty absorption application was filed with the
DGTR for Chinese Import in March 2026. If implemented, it is
expected to further strengthen our realizations.

However, Ongoing Middle East tensions and disruptions in the
Strait of Hormuz have curtailed sulphur availability and disrupted
shipping routes and logistics. Since nearly 45-50% of global
sulphur exports originate from Gulf countries, the industry
remains highly vulnerable to these developments. This has
resulted in 80%-100% rise in prices of Sulphur and Oil.

To meet the shortage the Company is securing Raw Materials
from various sources and even at premium where required. The
inventory levels have also been increased to ensure adequate
availability. Energy, freight, and insurance costs have risen sharply
and are expected to adversely impact the business.

In order to sustain business in this environment the Working
Capital requirement has almost doubled.

The historically high input costs may result in demand destruction,
which could negatively affect our sales volumes going forward.

Sulphuric Acid & Oleum

The Indian sulphuric acid market is currently witnessing a highly
tight and bullish environment, primarily driven by global sulphur
shortages. Market conditions have become more pronounced
since March 2026, leading to a sharp increase in sulphuric acid
prices across domestic markets. However, elevated sulphur and
other input prices are forcing fertilizer industries to cut production
as Govt. subsidy is not seen as enough to mitigate the cost

increase thereby resulting in less demand for sulphuric acid. The
Govt. is looking into the matter, and a revision is expected soon.

Looking ahead, prices are expected to remain firm in the near term
considering the prevailing global and domestic supply scenario.
However, the continuous rise in sulphur prices is resulting in
elevated production costs. This increase in raw material cost is
gradually impacting domestic demand and, if the trend persists
will exert pressure on consumption and profitability.

DIVIDEND

Your Directors recommended a Final Dividend of H1.80/ per share
on Company's Equity shares of H2/- each (90%) for the Financial
Year 2025-26, in its meeting held on May 21, 2026. The Final
Dividend on equity shares, if declared as above, would entail a
total outflow of H899.11 lakhs. The Dividend payment is subject to
approval of Shareholders in the ensuing Annual General Meeting.
With this, the total dividend for year, including interim dividend
of HI/- per share (50%) already paid, comes to H2.80/ per share
(140%). The dividend payout is in accordance with dividend
distribution policy of the Company. The dividend distribution
of the company can be assed athttps://occl-web.s3.ap-south-1.
amazonaws.com/wp-content/uploads/2024/07/Dividend-
Distribution-Policy.pdf .

RESERVES

Your Company has not transferred any amount to General Reserve
for the Financial Year 2025-26.

LISTING OF SHARES

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
confirms that the annual listing fees to both the stock exchanges
for the FY 26-27 have been duly paid.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature
of business of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL
YEAR AND BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.

PUBLIC DEPOSITS

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 ("the Act") read with Companies (Acceptance of Deposits)
Rules, 2014.

SUBSIDIARIES, JOINT VENURES OR ASSOCIATES

During the year under review, the Company do not have any
subsidiary or joint venture company.

Your company holds an investment in Clean Max Infinia 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 financial statements unless
it has control over one or more subsidiaries. Since there are no
subsidiaries, joint ventures, or other associates as defined under
Ind AS 28, the company is not required to consolidate its financial
statements. Furthermore, Clean Max Infinia Private Limited has
not commenced operations during the financial year ending
March 31, 2026.

SHARE CAPITAL

The Authorised share capital as on March 31, 2026, was
H10,05,00,000/- (Rupees Ten Crore five Lakh Only) divided into
5,02,50,000 equity shares of H2/- (Rupees Two only) each. The
Issued, Subscribed & Paid-up share capital of the Company is
H9,99,00,920/- (Nine Crore Ninety-Nine Lakhs Nine Hundred
Twenty Rupees only) divided into 4,99,50,460 (Four Crore Ninety-
Nine Lakhs Fifty Thousand Four Hundred and Sixty) Equity Shares
of H2/- (Rupees Two only) each. There was no issue of securities
during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of the Act, and the
Article of Association of the Company, Mr. Akshat Goenka (DIN:
07131982), Joint Managing Director is due to retire by rotation
at the forthcoming Annual General Meeting and, being eligible,
offer himself for re-appointment. His detailed profile is provided
in the Explanatory statement to the Notice of the Annual General
Meeting of the Company

None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a)&(b) of the Act and a certificate
dated May 21,2026 received from Company Secretary in Practice
certifying that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed or
continuing as directors of the Companies by SEBI/Ministry of
Corporate Affairs 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 Act are as follows:

a) Mr. Arvind Goenka, Managing Director

b) Mr. Akshat Goenka, Jt. Managing Director

c) Mr. Anurag Jain, Chief Financial Officer

d) Mr. Pranab Kumar Maity, Company Secretary

During the financial year 2025-26, there was no change in the
Directors and Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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
Act, Rule 6 of The Companies (Appointment and Qualification
of Director) Rules, 2014 and Regulation 16(1 )(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). In the opinion of the Board
there has been no change in the circumstances which may
affect the status of Independent Directors of the Company, and
the Board is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the Act
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 Qualification 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 Affairs. Further, the Company's
Independent Directors have affirmed that they have followed
the Code of conduct for Independent Directors as outlined in
Schedule IV to the Act.

MEETINGS OF THE BOARD

During the year under review, Four (4) 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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 25(3) &
(4) of the SEBI Listing Regulations, the Company has initiated
performance evaluation process during the year. The Independent
Directors at their meeting held on March 23, 2026, 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 flow 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.
Based on 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.

AUDIT COMMITTEE

As on March 31, 2026, 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 Officer and Auditors are permanent invitees to the
Committee meetings. The Committee met 4 (four) times during
the year on May 27, 2025, July 30, 2025, October 30, 2025, and
February 04, 2026

The scope of the Committee, inter alia, includes review of the
financial 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.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2026, 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,
identifies persons who are qualified to become directors and
who may be appointed in key management positions and senior
management. The Committee also finalizes 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 met twice (2) during the year
under review i.e. on May 26, 2025, and February 04, 2026.

STAKE HOLDER'S RELATIONSHIP COMMITTEE

As on March 31,2026, 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 05, 2026

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2026, 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 met once (1) during the year under
review i.e. on May 27, 2025. 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 athttps://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.

All the recommendations of the Corporate Social Responsibility
Committee during the year under review were accepted by
the Board. The Company Secretary acts as the Secretary to
the Committee.

The average net profit of the Company for the last three financial
years is H954.10 Lakh and accordingly the prescribed CSR
expenditure during the year under review shall not be less than
H19.08 Lakh (i.e. 2% the average net profit of the Company for
the last three financial years). During the year under review, the
Company spent H19.50 lakh on CSR activities. The Annual Report
on CSR activities containing all requisite details (including brief
of CSR Policy, CSR Committee as well as expenditure details) is
annexed as "Annexure A" to this Report.

RISK MANAGEMENT

The Company has put in place a risk management policy
in order to, inter alia, ensure the proper risk identification,
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
effective risk management. The major risk elements associated
with the business and functions of the Company have been
identified 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
identified risk elements.

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

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has in place an established internal control system
including internal financial Controls designed to ensure proper
recording of financial and operational information, compliance

of various internal controls and other regulatory and statutory
compliances. Self-certification exercise is also conducted by which
senior management certifies effectiveness of the internal control
system of the Company. Internal Audit is conducted throughout
the organization by qualified 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
financial 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 effectiveness of
internal financial control of the Company with respect to:-

1. System and Standard Operating Procedures (SOP) to
ensure all transactions are executed in accordance with
management's general and specific authorization.

2. Systems and SOPs exist to ensure that all transactions are
recorded as necessary to permit preparation for 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 financial information.

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

4. The existing assets of the Company are verified/ checked
at reasonable intervals and appropriate action is taken with
respect to differences, 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has in place Whistle Blower Policy and has
established the necessary vigil mechanism for directors and
employees in confirmation with Section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations, to report concerns
about unethical behaviour 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 (weblink:https://occl-web.
s3.ap-south-1.amazonaws.com/wp-content/uploads/2026/05/
Vigil-Mechanism-Policy.pdf )

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared
in accordance with the provisions of Section 178 of the Act read
with Part D of Schedule II of the SEBI Listing Regulations, 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/2026/06/Remuneration-
Policy.pdf

POLICY ON DIRECTORS' APPOINTMENT

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 financial literacy, experience, leadership qualities
and the ability to think strategically, the members are required to
have a significant 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 office as a member of the
Board for a maximum term as per the provisions of the Act 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 conflict of
interest with the business of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section
134(5) of the Act, the Directors state that:

a) In preparation of the annual accounts for the financial year
ended March 31,2026, 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 affairs
of the Company at the end of the financial year as on March
31,2026 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient 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 financial controls to
be followed by the Company and that such internal financial
controls are adequate and are operating effectively;

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 effectively.

INSURANCE

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

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

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

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

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 Act for a term of 5 years from the conclusion of 2^nd
AGM till the conclusion of 7^th AGM to be held in financial year
2029-30.

The Statutory Auditors' Report on the Financial Statements
of the Company for the financial year ended March 31,2026,
forms part of this Annual report. The statutory audit report
is self-explanatory and there is no qualification, reservation
and adverse remarks or disclaimer by the statutory auditor in
the Statutory Audit Report.

b. Secretarial Auditors:

The Shareholders of the Company at the 3^rd Annual
General Meeting (AGM) held on July 28, 2025, appointed
M/s. P. Sarawagi & Associates, Company Secretaries, (Firm
Registration No. S1998WB022800) as Secretarial Auditors

of the Company for a term of 5 (Five) consecutive years,
pursuant to the provisions of Section 179(3) and 204 of the
Act and Rules made thereunder, Regulation 24A read with
Regulation 36 of the SEBI Listing Regulations, to hold office
from the conclusion of 3^rd AGM till the conclusion of 8^th AGM
of the Company to be held in 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial
year ended March 31, 2026, is annexed herewith as
"Annexure B".

The Secretarial Auditor has observed that certain properties
vested in the Company pursuant to the Scheme of
Arrangement approved by the Hon'ble National Company
Law Tribunal, Ahmedabad Bench, vide Order dated April
10, 2024, read with the Order dated May 27, 2024 of the
Hon'ble National Company Law Appellate Tribunal, New
Delhi, continue to be recorded in the name of the demerged
company, Oriental Carbon & Chemicals Limited (now AG
Ventures Limited).

Response to Auditors' Remarks

The Company has initiated the necessary steps for transfer/
mutation of the remaining properties in the records of the
concerned authorities and is actively pursuing the matter.
The transfer/mutation is procedural in nature and will be
completed upon receipt of the necessary approvals from the
respective authorities.

c. Cost Auditors:

Pursuant to Section 148 of the Act 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 financial year 2025-26 on a remuneration of H1.4 Lakh.
The Cost Audit Report for the year ended March 31,2026, has
been submitted to the Ministry of Corporate Affairs within
stipulated time period.

As required under the Act, the remuneration payable to
Cost Auditors is required to be placed before the members
in a General Meeting for their ratification. Accordingly, a
Resolution seeking member's ratification 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.

ANNUAL RETURN OF THE COMPANY

In accordance with Section 134(3)(a) of the Act read with sub¬
section (3) of section 92 of the Act, the Annual Return as on March
31, 2026 will be made available on the website of the Company
at the link :https://www.occlindia.com/investor-relation/annual-
returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial
year 2025-26, pursuant to the SEBI Listing Regulations along with
an Auditors' Certificate on compliance with the conditions of
Corporate Governance is annexed to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on arm's length basis and were in the
ordinary course of business. There were no materially significant
related party transactions made by the Company with Promoter
Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of Company
at large. All related party transactions are placed before the Audit
Committee and given in the notes annexed to and form part of
this Financial Statement. The approved policy on Related Party
Transaction as required under 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/2026/05/Related-Party-Transaction-
Policy-OCCL.pdf

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the financial
year 2025-26, pursuant to the SEBI Listing Regulations is given as
a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
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 financial year 2025-26 is not applicable to
the Company. Accordingly, the Company has not prepared BRSR
for the FY 2025-26.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016, DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END
OF FINANCIAL YEAR

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

CEO AND CFO CERTIFICATION

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

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

As required under Section 134(3) (m) of the Act 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

Research & Development is fundamental to the Company's efforts
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 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 findings. The details of some specific R&D
activities carried out and benefits derived from them have been
annexed to this report.

POLLUTION CONTROL AND SAFETY

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,
ISO 45001 and ISO 50001 Certification. Also, we have sustainability
standard (RC Logo, TFS and Ecovardis) certification. 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.

PARTICULARS OF EMPLOYEES

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.

FRAUD REPORTING

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

CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL

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
affirmed compliance with the code of conduct with reference
to the financial year ended on March 31,2026. The declaration is
annexed to the Corporate Governance Report.

SEXUAL HARRASMENT OF WOMEN AT
WORKPLACE

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 endeavoured 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 filed under the Act.
Your Company has constituted Internal Complaints Committee
("ICC") for various business divisions and offices, as per the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT WITH RESPECT TO THE COMPLIANCE
OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961.

The Company is committed to providing a supportive and
inclusive work environment for its employees and has complied
with the provisions relating to maternity benefits in accordance
with the provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder, as amended from time to time. The Company
has in place appropriate policies and practices to ensure the
welfare and well-being of women employees during maternity.

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

There were no orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's
operations in future. There were no significant and material orders
passed by any regulator / court / tribunal impacting the going
concern status and the Company's operations in future.

COMPLIANCE OF SECRETARIAL STANDARDS

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 2025-26,
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 notified by Ministry
of Corporate Affairs.

ACKNOWLEDGEMENT

The Board places on record its appreciation of the support and
assistance of various Banks, Government Agencies, Suppliers,
valued Customers and the shareholders 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.

For and on behalf of the Board of Directors
Arvind Goenka

Place: Noida Chairman & Managing Director

Date: May 21,2026 DIN-00135653