Your Directors are pleased to present herewith the 31^st Annual Report on the business and operations of your company along with the
Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2026.

FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the year ended March 31, 2026, and the comparative figures for the previous year are
summarized below:

OPERATIONS AND PERFORMANCE OVERVIEW:

India's economic performance in FY 2025-26 remained
resilient, with real GDP expanding at 7.7% - the fastest among
major global economies - supported by robust domestic
consumption, strong manufacturing growth, and inflation
moderating to a decade-low averaging 2.1%. The Reserve Bank
of India's cumulative repo rate reduction of 100 basis points
eased borrowing costs and stimulated investment activity,
while a sovereign credit rating upgrade further reinforced global
confidence in India's macroeconomic fundamentals.

The global environment, however, presented considerable
headwinds for trade-oriented businesses, with escalating US
tariffs on Indian exports, a depreciating Rupee, and protracted
supply chain disruptions weighing on import-export operations
through much of the year. An interim bilateral trade agreement
in February 2026 offered measured relief. Against this backdrop,
the Company maintained its course with steadfast operational
discipline, calibrated capital allocation, and the strategic
foresight of its leadership team - anchored, at every stage, by
the enduring trust and commitment of its valued stakeholders.

Amidst the above-mentioned impediments, the Company was
able to generate revenue from Operations of J 2,938.65 Crores
as against J 2,028.27 Crores in the previous year, up by 45% year-
on-year and a net profit of J 138.73 Crores as against J 65.06
Crores in the previous year, up by 113% year-on-year, supported
by higher production and sales volumes across both the Lead
and Copper segments, along with an improving product mix.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount
of profit for Financial Year 2025-26, except an amount of H 6.94
Crore, which has been transferred to General Reserve as at
March 31,2026.

MATERIAL CHANGES & COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments
affecting the financial position of the Company between the end
of the financial year to which the financial statements relate and
the date of this report.

BUSINESS DEVELOPMENTS DURING THE YEAR

During the year under review, your company has made
significant progress in expanding capacities and strengthening
growth platform. POCL enhanced its lead recycling capacity at
the TKD facility by 55%, increasing it from 132,000 Metric Tons
Per Annum (MTPA) to 204,000 Metric Tons Per Annum (MTPA)
and also doubling the copper recycling capacity to 12,000 metric
tons per annum, reinforcing company’s presence in the Copper
Recycling segment.

The Board of Directors has accorded its approval for the
establishment of a Copper Cathode manufacturing facility with a
proposed capacity of 36,000 Metric Tonnes Per Annum (MTPA)
at Thervoykandigai, Tamil Nadu, to be developed in two equal
phases of 18,000 Metric Tonnes Per Annum (MTPA). The project

marks a defining step in the Company's forward integration
strategy, reinforcing its long-term commitment to deepening
value chain participation and expanding the breadth of its
non-ferrous metals recycling portfolio.

During the year, the Company approved the filing of an application
with the National Company Law Tribunal (NCLT), Chennai,
for the amalgamation of the wholly owned subsidiary, POCL
Future Tech Private Limited with the Company. Subsequent to
the financial year-end, the Company filed the application with
the Hon'ble NCLT, and the matter is currently pending before
the Hon’ble Tribunal. The proposed amalgamation is intended
to create a vertically integrated structure combining recycling
and refining operations with manufacturing. This is expected to
ensure stable access to recycled metal inputs, reduce supplier
dependence, and eliminate duplication of functions through
unified management. The amalgamation will further drive
economies of scale, operational efficiencies, and more effective
utilization of capital and cash flows across the combined entity.

The Company remains firmly on course to realise its Target
2030 aspirations, guided by a clear strategic roadmap
anchored in sustainable growth, operational excellence, and
long-term value creation. Supported by a robust balance sheet,
disciplined execution, a sizable land bank, continued alignment with
government policy, and the collective confidence of its stakeholders,
the Company is well positioned to capitalise on emerging opportunities
- driving forward integration, enhancing energy efficiency, and
delivering sustained value across its business horizons.

DIVIDEND:

The Board of Directors in their meeting held on May 26, 2026
recommended a dividend on equity shares at the rate of
100% (i.e. H 5 per equity share of H 5 each), which is before
proportionately adjusting the number of equity shares on
account of sub-division of equity shares from H 5/- each to
H 2/- each pursuant to ordinary resolution passed on July 02,
2026, and the same is subject to approval by the members, at
the ensuing Annual General Meeting (AGM) and payment is
subject to deduction of tax at source as may be applicable. The
dividend on equity shares if approved by the Members, would
involve a cash outflow of H 15.26 Crore (Previous year: H 10.68
Crore) resulting in dividend payout of 11% of the standalone
profits of the Company.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations”), your Company has
formulated a Dividend Distribution Policy, with an objective to
provide the dividend distribution framework to the stakeholders
of the Company. The policy sets out various internal and external
factors, which shall be considered by the Board in determining
the dividend pay-out. The policy is available on the website
of the Company athttps://pocl.com/wp-content/uploads/
pdocs/2026/05/Dividend Distributio Policy.pdf

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

a) Transfer of Unclaimed / Unpaid Dividend to IEPF

In accordance with the provisions of Section 124 of
Companies Act, 2013 read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has transferred unpaid and
unclaimed dividends amounting to H 1.55 lakhs to the
Investor Education and Protection Fund (IEPF) during the
Financial Year 2025-26.

b) Transfer of Shares to IEPF

In accordance with the provisions of Section 124 of
Companies Act, 2013 read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has transferred 11,436 equity
shares, in respect of which dividend has not been claimed
by the members for seven consecutive years or more, have
been transferred by the Company to the Investor Education
and Protection Fund Authority (IEPF) during the financial
year 2025-26. Details of shares transferred to IEPF have
been uploaded on the website of the Company.

ANNUAL RETURN:

In terms of Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 (the "Act”), a copy of the annual return in
Form MGT-7 is to be placed on the website of the Company. The
same is available on the website of the Companyhttps://pocl.
com/annual-returns/

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31, 2026, the Board of Directors of your Company
comprised of six Directors, viz., three Executive Directors and
three Independent Directors including one women Independent
Directors. In accordance with Provisions of Section 152 of
the Act and Articles of Association of the Company, one third
of the Directors (other than Independent Directors) are liable
to retire by rotation at the Annual General Meeting ("AGM”) of
the Company, every year. Mr. K. Kumaravel, Director Finance &
Company Secretary, who has been longest in office since his
last election, retires by rotation at the ensuing 31^st AGM and
being eligible, offers himself for re-appointment.

Mr. Anil Kumar Bansal - Chairman, Whole Time Director
and Promoter, Mr. Ashish Bansal, Managing Director,
Mr. K. Kumaravel - Director Finance & Company Secretary and
Mr. B. Vijay - Chief Financial Officer were the Key Managerial
Personnel (KMP) of the Company in terms of provisions of
Section 203 of the Companies Act 2013 for the Financial Year
ended March 31, 2026.

After the closure of the Financial year, Mr. Anil Kumar Bansal
(DIN: 00232223), Chairman - Whole-time Director and one of
the Promoters of our Company passed away on April 1, 2026.

Mr. Anil Kumar Bansal’s sudden and unexpected demise will
be an irreparable loss to the Company. The Board expressed
its deep condolences on the sudden demise of Mr. Anil Kumar
Bansal. The Board of Directors are proud of his hard work and
dedication throughout his tenure and they are inspired by his
legacy. His values, contribution and guidance will continue to
guide and always be remembered. He is the integral part and
pillar of strength for the Company and the Board deeply mourns
the loss of its Chairman.

Mr. Vijay Anand, Mr. M. Ramasubramani, and Ms. Shanti
Balamurugan are the Independent Directors on the Board
as on March 31, 2026. Pursuant to the provisions of Section
149 of the Companies Act, 2013 the Independent Directors
have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 along with the Rules framed thereunder
and Regulation 16(1)(b) of the Listing Regulations. There has
been no change in the circumstances affecting their status
as Independent Directors of the Company. In the opinion of
the Board, the Independent Directors possess the requisite
integrity, experience, expertise, and proficiency required under
all applicable laws and the policies of the Company.

During the Financial Year 2025-26, there were no changes in
the composition of the Board of Directors or Key Managerial
Personnel of the Company. However, after the closure of the
financial year, the following changes has been effected as per
recommendation of the Board and subsequent approval by the
shareholders through postal ballot

(a) Mr. Ashish Bansal (DIN: 01543967) has been redesignated
as Chairman & Managing Director of the company
from May 26, 2026.

(b) Mr. Hemant Jawahar Lal (DIN: 11731104) has been
appointed as Non-Executive Independent Director of the
Company with effect from May 26, 2026

NUMBER OF MEETINGS OF BOARD

The Board of Directors of the Company have met four times during the
year under review. The details of these Board Meetings are provided
in the Corporate Governance section forming part of the Annual
Report. The necessary quorum was present for all the meetings. The
maximum interval between any two meetings did not exceed 120
days. The Company has complied with the applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India
in compliance with Section 118 (10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME:

The Company has in place a structured familiarization
programme for its Independent Directors, designed to provide
them with a comprehensive understanding of the Company's
business operations, the industry landscape in which it operates,
prevailing business models, and the strategic and operational
challenges faced by the organisation. As part of this programme,
Independent Directors are provided opportunities for periodic

interaction with subject matter experts within the Company,
as well as regular meetings with business leads and functional
heads, enabling them to gain deeper insights into the Company's
functions and strategic priorities. The programme is reviewed
periodically to ensure that Independent Directors remain
well-informed and equipped to discharge their duties effectively,
in line with the Company's governance objectives.

The details of familiarization programme during the Financial
Year 2025-26 are available on the website of the Company
athttps://pocl.com/wp-content/uploads/pdocs/2025/04/
Familiarization-programme-Independent-Directors.pdf

BOARD COMMITTEES:

The Board of Directors has constituted five Committees, namely:

• Audit Committee,

• Corporate Social Responsibility Committee,

• Nomination and Remuneration Committee,

• Stakeholders' Relationship Committee, and

• Risk Management Committee, which was constituted and
effective from April 1, 2026

In accordance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board may also constitute
such additional functional Committees as may be deemed
necessary from time to time, based on prevailing business
requirements. The composition, terms of reference, details
of meetings held during the year under review, attendance of
Committee Members, and reconstitutions effected therein are
set out in the Report on Corporate Governance, which forms
part of this Annual Report. The constitution of the aforesaid
Committees is also available on the Company's website
https://www.pocl.com/composition-of-board-and-committees/

BOARD EVALUATION:

The Nomination and Remuneration Committee has formulated
the criteria for performance evaluation of the Board as a whole, its
Committees, Individual Directors, and the Chairman of the Company,
in accordance with the SEBI Guidance Note on Board Evaluation. The
evaluation framework encompasses parameters relating to Board
composition and accountability, strategic oversight, effectiveness of
Board Committees, and individual Director performance.

During the year under review, the performance evaluation was
carried out through a structured questionnaire circulated to
all Board Members. The responses were consolidated and a
detailed report was presented to the Board on an anonymous
basis, providing an assessment of the Board's working dynamics,
areas of strength and improvement, and a suggested action plan
to enhance overall effectiveness. The report on performance
evaluation of individual Directors was reviewed by the Chairman
of the Board and appropriate feedback was conveyed to the
respective Directors.

The results of the evaluation indicated a high level of engagement
and cohesive functioning of the Board and its Committees.
The Directors have expressed satisfaction with the evaluation
process and its outcome. Details of performance evaluation
of Independent Directors, as required under Schedule IV to the
Companies Act, 2013, are provided in the Report on Corporate
Governance forming part of this Annual Report.

REMUNERATION POLICY OF THE COMPANY:

The Nomination and Remuneration Policy of the Company,
governing the nomination and remuneration of Directors and Key
Managerial Personnel, has been formulated by the Nomination
and Remuneration Committee and approved by the Board of
Directors. The Policy is guided by the principles and objectives
enumerated under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, and is designed to ensure reasonableness and sufficiency
of remuneration to attract, retain and motivate competent
resources, establish a clear linkage between remuneration and
performance, and maintain an appropriate balance between
short-term and long-term performance of the Company.

The said policy is available on the website of the Company
athttps://pocl.com/wp-content/uploads/pdocs/2016/02/4-
Nomination-and-Remuneration-Policy.pdf

The remuneration policy is in consonance with existing industry
practice. There has been no change in the policy during the year.

PARTICULARS OF REMUNERATION OF DIRECTORS
AND EMPLOYEES:

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report as Annexure - I.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms
of remuneration drawn and names and other particulars of the
employees drawing remuneration in excess of the limits set out
in the said rules forms part of this Report. Having regard to the
provisions of the second proviso to Section 136(1) of the Act,
the Annual Report excluding the aforesaid information is being
sent to the members of the Company.

Any member interested in obtaining such information may
address their email tokk@pocl.com.

Number of Employees as on the closure of Financial Year:

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

(A) Conservation of Energy -

(i) Steps taken on conservation of energy:

• The company introduced Natural gas and
Oxygen as fuel in all its plant facilities instead of
Furnace oil for the manufacturing process.

• STPs installed in our plants for conservation of
water energy. Water treated from these STPs is
used as process water and for horticulture in all
of our plants.

This change will help the Company in reducing time,
energy and water consumption.

(ii) Steps taken for utilizing alternate source of energy and
capital investment on energy conservation equipment's:

The Company successfully installed and
commissioned roof top Solar Panels in its
Sriperumbudhur location and reduced power
consumption for the unit.

Further the company is in the process of installing
Roof-Top Solar Panels in its new location at
Thervoykandigai to reduce power consumption
and taking steps to install the same in its additional
construction to be made for its expansion activity.

(iii) Capital investment on energy conservation
equipment's - J 296 Lakhs

(B) Technology absorption:

The Company is installing fully automated advanced
facility for manufacturing Copper Cathode with complete
process facility with advance pollution control equipment
with zero emission in the process.

(C) Foreign Exchange Earnings and Outgo:

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES:

The Company has a robust process for approval of related party
transactions (RPTs) and dealing with the related parties. In
Accordance with the provisions of Section 188 of the Companies
Act 2013 and necessary rules framed thereunder, all contracts
/ arrangements / transactions entered by the Company during
the financial year with related parties were in its ordinary course
of business and on arms’ length basis. All the Related Party
Transactions entered during the financial year under review were

approved by the Audit Committee and disclosed in the notes
to accounts of the financial Statement forming part of Annual
Report. The Audit Committee has provided omnibus approval
for transactions which are of repetitive nature and/or entered
in the Ordinary Course of business and are at Arm’s Length and
the Audit Committee also reviews the transactions periodically
on quarterly basis. Accordingly, the disclosure required under
Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is
annexed to this Report as Annexure - II.

During the year, the Company had not entered into any contract /
arrangement / transaction with any person belonging to the Promoter/
Promoter group which holds 10% or more shareholding in the listed
entity or any other contract / arrangement / transaction which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions as approved by
the Board may be accessed on the Company’s website at:
https://pocl.com/wp-content/uploads/pdocs/2024/05/
Related Party Transaction Policy.pdf

In terms of Regulation 23 of the SEBI Listing Regulations, the
Company submits details of related party transactions on a
consolidated basis as per the specified format to the stock
exchanges on a half-yearly basis.

The details of the transactions with related parties are provided
in the accompanying Financial Statements.

PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS:

In accordance with Section 186 of the Act and Schedule V of
the Listing Regulations, disclosures regarding investments are
provided in the Financial Statements under Note No. 6.

DEPOSITS:

During the year, your Company has not accept any deposits
from the public within the meaning of Section 73 of the Act. The
Company has however received loans from Directors which are
not considered under the definition of "Deposits” in accordance
with the provisions of Rule 2(c)(viii) of the Companies
(Acceptance of Deposits) Rules, 2014 and the full details of the
Loans is given under Note No. 44 (Related Party Disclosure)
forming part of the financial statements.

Accordingly, disclosures related to deposits as required to be
made under the Act are not applicable to the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

As on March 31, 2026, the Company do not have any joint
ventures or associate company. However, the company has two
wholly owned subsidiaries namely,

• POCL Future Tech Private Limited and

• Harsha Exito Engineering Private Limited as on
March 31, 2026.

There has been no material change in the nature of the business
of the subsidiaries.

During the year under review, the Board of Directors, at its meeting
held on January 28, 2026, approved the Scheme of Amalgamation
of POCL Future Tech Private Limited, the Company's wholly owned
subsidiary, with the Company. The proposed amalgamation is
subject to the receipt of the requisite statutory and regulatory
approvals, including the approval of the Hon'ble National Company
Law Tribunal (NCLT), and shall become effective upon fulfilment
of the conditions specified in the Scheme of Amalgamation. The
proposed amalgamation is expected to enhance operational and
financial synergies through vertical integration, improve operational
efficiencies, and create long-term value for all stakeholders.

Pursuant to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of
subsidiaries is given in Form AOC-1 (enclosed as Annexure - III)
and forms integral part of financial statements of the Company.
The Audit Committee and the Board reviews the financial
statements, significant transactions, investments, working of all
subsidiary Companies, and the minutes of unlisted subsidiary
Companies are placed before the Board.

Financial Statements in respect of each of the subsidiaries
shall be available for inspection at the Registered Office of the
Company, pursuant to Section 136 of the Companies Act, 2013.
The statements are also available on the company’s website
(https://pocl.com/subsidiarv-companv-financials/)

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility
Committee in accordance with the Act and the Listing regulations.
The brief overview of the Corporate Social Responsibility ("CSR”)
Policy of the Company, composition of the CSR Committee
along with other details are provided in Annexure IV of this
Report. The details are presented in the prescribed format under
the Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended from time to time.

The CSR policy is available on the Company’s websitehttps://pocl.
com/wp-content/uploads/pdocs/2021/04/7-CSR Policy.pdf

SHARE CAPITAL AND STATEMENT PURSUANT TO
LISTING AGREEMENT:

The paid-up equity share capital of the Company as at March
31, 2026 stood at H15.25 crore, comprising 3,05,11,279 equity
shares of H5 each. During the year, the Board of Directors allotted
23,86,590 equity shares of H5 each pursuant to the conversion
of 11,93,295 convertible warrants of H10 each, which had been
issued on a preferential basis. As at March 31, 2026, all the
outstanding warrants had been converted into equity shares and,
accordingly, there were no warrants outstanding for conversion.

During the year under review, your Company has neither issued any shares with differential voting rights nor granted any stock options
or sweat equity.

Your Company’s shares are listed with the BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid
the Annual Listing fees and there are no arrears.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In addition to the Annual Report on Corporate Social Responsibility
(CSR), the Company has prepared a Business Responsibility and
Sustainability Report (BRSR) in compliance with Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The BRSR provides a comprehensive
overview of the Company's performance across Environmental,
Social and Governance (ESG) parameters, covering responsible
business conduct, environmental stewardship, resource
efficiency, employee well-being, community engagement and
governance practices. It reflects the Company's commitment
to sustainable value creation, transparent disclosures and the
integration of ESG principles into its long-term business strategy.

The Report has been prepared in the format prescribed by the
Securities and Exchange Board of India (SEBI) and forms an
integral part of the Annual Report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM:

The Company has established a robust Vigil Mechanism/
Whistle Blower Policy in accordance with the Section 177 of
the Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
to promote ethical conduct, transparency and accountability.
The mechanism enables employees to report genuine
concerns relating to unethical behaviour, actual or suspected
fraud, violations of the Company's Code of Conduct, Insider
Trading Code or any other improper practices, without fear of
retaliation. Complaints are investigated in a fair, confidential
and timely manner, and appropriate corrective actions are taken
wherever necessary. The Policy also provides direct access to
the Chairman of the Audit Committee in appropriate cases and
ensures adequate safeguards against victimisation of whistle
blowers. During the year under review, your Company did not
receive any complaints under the said Policy.

The vigil mechanism/ whistle blower policy is available on the
Company’s website athttps://pocl.com/wp-content/uploads/
pdocs/2021/04/5-Whistle-Blower-Policy.pdf

RISK MANAGEMENT POLICY:

POCL has established a robust Risk Management Framework to
identify, assess, monitor, and mitigate key business risks across
its operations. Pursuant to the requirements of Regulation 21
and Part D of Schedule II of the SEBI LODR the Company has
constituted a Risk Management Committee (RMC), consisting of
Executive Directors and Independent Directors of the Company.
The Risk Management Committee (RMC), supported by the
Management, periodically reviews the Company's principal risks,
their potential impact and likelihood, and the effectiveness of
mitigation measures, and reports the same to the Board. The
framework also addresses emerging risks, including those
relating to technology, cybersecurity, data privacy, supply chain
disruptions, geopolitical developments, regulatory changes, and
sustainability, enabling the Company to remain resilient and
agile in a dynamic business environment.

The Risk Management Policy of the Company in terms of
provisions of Section 134(3)(n) of the Act read with the Listing
Regulations is in place and can be accessed in company’s website
athttps://pocl.com/wp-content/uploads/pdocs/2020/09/Risk-
Management-Policy.pdf

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government under
Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

Pursuant to Section 134(5)(e) of the Companies Act, 2013,
Internal Financial Controls comprise the policies and procedures
adopted by the Company to ensure the orderly and efficient
conduct of its business, including adherence to corporate
policies, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting
records, and the timely preparation of reliable financial
information. The Act requires every company to establish and
maintain adequate and effective internal financial controls,

and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014
mandates disclosure of the adequacy of such controls with
reference to the financial statements in the Board's Report.

The Company has established adequate internal financial
controls over financial reporting, commensurate with the nature,
size, and scale of its operations. These controls are designed
to ensure that transactions are appropriately authorised,
accurately recorded, and reported in a timely manner, thereby
facilitating the preparation of reliable financial information and
ensuring compliance with applicable accounting standards and
statutory requirements.

The Company's key internal financial controls have been
appropriately documented, integrated into business processes,
and automated wherever feasible. The Board receives assurance
on the effectiveness of these controls through the established
Three Lines of Defence framework, comprising:

a) Management reviews and self-assessment.

b) Continuous control monitoring by functional experts; and

c) Independent design and operational testing by an external
professional firm.

Based on the assessment carried out and the evaluation of the
results of the assessment, the Board of Directors are of the
opinion that the Company has an adequate Internal Financial
Controls system that is operating effectively as of March 31,
2026. There has been no communication from regulatory
agencies regarding non-compliance with or deficiencies in
financial reporting practices.

MAINTENANCE OF COST RECORDS:

The Company is duly maintaining the cost records as specified
by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, such accounts and records
are made available for the Cost Auditors of the Company for
Audit purposes.

AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the
Financial Year 2025-26 have been accepted by the Board of
Directors. The details of composition of Audit Committee
as required under Section 177 to the Companies Act, 2013 is
mentioned in the Report on Corporate Governance as a part of
this Annual Report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. L. Mukundan & Associates, Chartered Accountants (ICAI
Firm Registration No. 010283S) were re-appointed as Statutory
Auditors of the Company for a term of five consecutive years, to
hold office until the conclusion of 32^nd AGM of the Company to

be held in the year 2027. In compliance with Sections 139 and
141 of the Act, along with the applicable Rules, M/s. L. Mukundan
& Associates, Chartered Accountants has confirmed that they
are not disqualified from continuing as Statutory Auditors of
the Company. The Auditors have also confirmed that they have
subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of the ICAI.

The Auditors have issued an unmodified opinion on the Financial
Statements for the FY26 and the Auditor’s Report forms part of
this Annual Report. The Auditor’s Report does not contain any
qualification, reservation or adverse remark which call for any
explanation/ comment from the Board of Directors.

Cost Auditors:

Pursuant to section 148 of the Companies Act 2013, the Board of
Directors on the recommendation of Audit Committee appointed
M/s. K. R. Vivekanandan Unni & Associates, Cost Accountants
(Firm Registration No: 102179) as the Cost Auditors of the
Company for the Financial Year 2025-26 for conducting audit
of the cost records maintained by the Company relating to
inorganic chemicals and base metals.

The Cost Auditors have certified that their appointment is within
the limits of Section 141(3)(g) of the Act and that they are not
disqualified from appointment within the meaning of the said Act.

The remuneration of H 45,000/- (Rupees Forty Five Thousand
Only) exclusive of taxes and out-of-pocket expenses incurred in
connection with the aforesaid audit, is proposed to be paid to
the Cost Auditors, subject to ratification by the Members of the
Company at the ensuing AGM.

There are no observations (including any qualifications,
reservations, adverse remarks or disclaimer) of the Cost
Auditors in their Report which call for any explanation/ comment
from the Board of Directors.

Secretarial Auditors:

Pursuant to Section 204 of the Companies Act 2013
and Regulation 24A of SEBI (LODR) Regulations, 2015,
M/s. KSM Associates, Practicing Company Secretaries (ICSI
Firm Registration No: P2006TN058500), were appointed as the
Secretarial auditors of the company for a term of 5 consecutive
years with effect from Financial Year 2025-26 to Financial Year
2029-30 to undertake the Secretarial Audit of the Company
for a period of five years and the same was approved by the
Shareholders at the Annual General Meeting held in 2025. The
Secretarial Audit Report issued for the financial year ended
March 31, 2026 is annexed as Annexure - V to this Report.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditors in their Report.

Internal Auditors:

M/s. Kalyanasundaram & Associates, Chartered Accountants
(ICAI Firm Registration No: 005455S) were appointed as the
Internal Auditors of the company. Their scope of work includes
review of operational efficiency, effectiveness of systems &
processes, compliances and assessing the internal control
strengths in all areas. Internal Auditors findings are discussed, and
suitable corrective actions are taken as per the directions of Audit
Committee as on-going basis to improve efficiency in operations.
During the financial year 2025-26, no fraud was reported by the
Internal Auditor of the Company in their Audit Report.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any instance
of fraud committed in the Company by its officers or employees
to the Audit Committee under Section 143(12) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

There are no significant and material orders passed by the
Regulators or Courts which would impact the going concern
status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, providing
insight into the business outlook and performance review for the
year ended March 31, 2026, has been prepared in accordance
with Regulation 34, read with Schedule V of the Listing
Regulations. This report is presented as a separate section and
forms an integral part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of
Corporate Governance and adheres to the governance requirements
prescribed by the Securities and Exchange Board of India ("SEBI”). A
dedicated section on Corporate Governance, along with a certificate
from the Statutory Auditors confirming compliance with the
provisions under Regulation 34, read with Schedule V of the Listing
Regulations, is included in this Annual Report.

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

POCL maintains a zero-tolerance approach to sexual
harassment at the workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
in accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules made thereunder. POCL is an equal
opportunity employer and is committed to providing women
professionals with access to opportunities and leadership roles,
while ensuring a safe, fair, and conducive work environment
free from discrimination, including gender based bias and
sexual harassment.

During the period under review, the company has not received any
complaints of sexual harassment. In compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has constituted Internal
Complaints Committees ("ICC”) across its businesses and
offices, reinforcing its commitment to fostering a respectful,
inclusive, and healthy workplace. The Policy is uploaded on
the website of the Company athttps://pocl.com/wp-content/
uploads/pdocs/2025/05/PQSH-Policv.pdf.

COMPLIANCE WITH THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961:

The Company complies with the requirements set forth in the
Maternity Benefit Act, 1961, ensuring that all eligible women
employees receive statutory benefits, including paid maternity
leave, continuity of salary and service during the leave period,
and post-maternity support such as nursing breaks and flexible
return-to-work options, as necessary. POCL is committed to
creating an inclusive and supportive work environment that
honors the rights and welfare of its women employees in
accordance with relevant laws.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act,
2013, with respect to Directors’ responsibility statement it is
hereby confirmed:

1. That in the preparation of the annual accounts applicable
accounting standards has been followed and there is no
material departure from the same;

2. That the Directors selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year i.e., March 31, 2026 and of the
profit of the Company for that period;

3. That they had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding
the Company’s assets and for preventing and detecting
fraud and other irregularities;

4. That they had prepared the annual accounts on a
going concern basis;

5. That they had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

6. That they had devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems
were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, the company was conferred with the prestigious
'Star Performer award' at National level for export excellence
for the years 2024-25 in the Other Non-Ferrous Metals &
Manufactures thereof (Other than Aluminium) by EEPC India.
POCL has obtained Four Star Export House recognition from
Directorate General of Foreign Trade, Ministry of Commerce
and Industry having achieved high exports during the year. Also,
during the year, the company’s IMS certification by BSI has been
reaffirmed in recognition of the Company’s commitment to
continuously improve the quality, environmental, occupational,
health, and safety management system performance, and for
complying with applicable legal and contractual requirements
while adopting best technology in project execution.

CREDIT RATING:

Your Company enjoys a sound reputation for its prudent financial
management and its ability to meet financial obligations.
During the year under review, CRISIL Ratings, has retained the
Company’s long-term rating as "CRISIL A/Stable”. However,
subsequent to the closure of the financial year, CRISIL Ratings
revised the Company’s long-term rating to "CRISIL A/Positive”.

ANY APPLICATION MADE OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE FINANCIAL YEAR ENDED
MARCH 31, 2026:

No application pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) in respect of the Company during the
financial year ended March 31, 2026.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:

The Company has not undertaken any one-time settlement
concerning loans obtained from the Banks or Financial
Institutions during the year under review. Therefore, disclosure
relating to the difference between amount of the valuation done
at the time of one-time settlement and the valuation done while
taking loan is not applicable.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for
the unwavering hard work, dedication, and commitment of all
employees, whose efforts continue to underpin the Company’s
industry-leading performance. Their passion and resilience have
been instrumental in sustaining the Company's leadership and
driving its continued success.

The Company deeply values the steadfast partnership of its
suppliers, distributors, retailers, business partners, and the
wider trade ecosystem. Their collaboration has been integral
to shared growth, and the Board reiterates its commitment
to nurturing relationships built on mutual trust, respect, and
long-term value creation.

The Directors further extend their gratitude to all Shareholders,
Business Partners, Government and Regulatory Authorities, and
the Stock Exchanges for their continued confidence and support.

For and on behalf of the Board of Directors
Pondy Oxides And Chemicals Limited

Ashish Bansal K. Kumaravel

Chairman & Managing Director Finance &

Date: August 4, 2026 Director Company Secretary

Place: Chennai DIN: 01543967 DIN: 00664405