Hindustan Organic Chemicals Limited has announced a senior management change with the retirement of its Marketing Department head, effective December 31, 2025. The company filed the requisite regulatory disclosure under SEBI regulations to inform stakeholders of this management transition.

Management Transition Details

Shri P H Zubair, who serves as Chief General Manager and Head of the Marketing Department, will retire from the company's services on December 31, 2025, at the close of business hours. His departure marks the end of his tenure in the senior management role due to superannuation.

Following Zubair's retirement, Shri B Balachandran, Chief General Manager, will take over as the Head of the Marketing Department. The transition represents a planned succession within the company's existing senior management structure.

Regulatory Compliance

The company has fulfilled its disclosure obligations under Regulation 30 read with Schedule III (Part A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The formal intimation was submitted to BSE Limited, providing comprehensive details about the management change.

Documentation and Disclosure

The company secretary and compliance officer, Subramonian H, signed the regulatory filing on December 31, 2025. The disclosure includes all particulars required under SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, ensuring full compliance with regulatory requirements.

The management change represents a routine transition due to retirement, with the company maintaining continuity in its marketing operations through the appointment of an existing senior executive to the leadership role.

Hindustan Organic Chemicals Limited (HOCL) has been fined Rs. 6.57 lakh plus GST by the Bombay Stock Exchange (BSE) for non-compliance with regulations related to board composition, quorum, and audit committee during the quarter ended June 30, 2025.

Details of Non-Compliance

The fine was imposed for violations of the following SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Regulation 17(1): Composition of Board of Directors
2. Regulation 17(2A): Quorum of Board Meetings – absence of independent director
3. Regulation 18(1): Non-compliance with the constitution of Audit Committee

Company's Response

HOCL has submitted a waiver application to the BSE, requesting a complete waiver of the fine. The company cited that the non-compliance was beyond its control, as the appointment of directors is managed by the Ministry of Chemicals & Fertilizers, Department of Chemicals & Petrochemicals, Government of India.

Steps Towards Compliance

The company has reported that it is now in full compliance with the applicable regulations following the appointment of Independent Directors and a woman director in June 2025. This development addresses the issues related to board composition and committee constitution.

Board's Acknowledgment

In its 423rd Board meeting held on November 13, 2025, HOCL's Board of Directors acknowledged the fine imposed by BSE and noted the submission of the waiver application. The Board also recognized the company's current compliance status.

Current Board Composition

As of September 30, 2025, HOCL's Board of Directors comprised five members, which fell short of the minimum requirement of six directors as prescribed under Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015. However, the company has since addressed this issue:

• The Public Enterprises Selection Board (PESB) recommended the appointment of Shri Sangram Kumar Mishra as Chairman and Managing Director (CMD) in July 2025.
• Shri Sangram Kumar Mishra assumed charge as CMD on October 8, 2025.
• With this appointment, the Board now consists of six directors, meeting the minimum board strength requirement.

Ongoing Compliance Efforts

While HOCL has resolved the issue of board strength, it continues to work on complying with regulations related to the composition and number of Independent Directors as stipulated under Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015. The company has stated that necessary steps will be initiated to ensure full compliance.

This incident highlights the challenges faced by government enterprises in maintaining regulatory compliance, especially when key appointments are controlled by ministries. It also underscores the importance of timely action in addressing such issues to avoid penalties and ensure good corporate governance.