Poddar Pigments Ltd

Dear Members,

Your Directors have the pleasure of presenting the 33^rd Annual Report of Poddar Pigments Limited ("the Company") together with the Company's Audited Financial Statements for the financial year ended 31^st March, 2024.

The financial performance of your Company for the financial year ended 31^st March, 2024 is summarized below: (R_s. j_n L_akh_s)

The key highlights of the financial performance of the Company during the financial year 2023-24 are as follows:

• Revenue from operations (Gross) has increased to Rs. 42,356 Lakhs from Rs. 38,680 Lakhs of the previous year, increased by 9.50%.

• Profit before Tax has increased to Rs. 3,886 Lakhs from Rs. 3,689 Lakhs of the previous year, increased by 5.34%.

• Profit after Tax has increased to Rs. 2,882 Lakhs from Rs. 2,734 Lakhs of the previous year, increased by 5.41%.

Your Company continues to create long-term value through different facets of its business and continually improves its presence, product mix and utilization levels. With an increasing penetration on the back of a robust distribution network and diversifying product portfolio, the Company has created a sustainable operating efficiency at its manufacturing facilities. Your Company has a presence in more than 30 countries across the world.

During the year under review, the Company has successfully commissioned the Solar Power Plant of 3 MWp (3000 KWp) at Village - Jhinjhinyali, Tehsil - Fatehgarh, District - Jaisalmer, Rajasthan, to generate electricity for its Captive Consumption.

India is witnessing large changes in the Master batches space and it's time now to change and adapt, to expand our horizons and cater to the brand-conscious customers with a global outlook. The Company is reviewing the various business segments to consolidate, focus and grow in core businesses and improve its margins on a sustainable basis. There is a need for consolidation of the domestic businesses and to drive economies of scale to continuously remain competitive in the challenging environment being faced by the industry. The Company is also focusing on the right-sizing of capacities to optimize the return on capital employed. As a part of the strategy to enlarge our presence in the diverse domestic & global market, your Company has already increased its production capacities through the installation of the latest equipment. This will enable us to utilize unutilized and underutilized production capacity. With a firm and consistent focus on quality products, the Company anticipates better operational performance in the current year.

Your Company continued to maintain harmonious and cordial relations with its workers. Both production and productivity were maintained at the desired levels throughout the year in both Plants.

During the year under review, there has been no change in the nature of business of your Company.

Exports for the FY 2023-24 were muted due to unexpected headwinds seen in the global market. Export turnover for the year 2023-24 was Rs. 6,863 Lakhs as against Rs. 8,683 Lakhs recorded in the previous financial year. Going forward, we see immense opportunities in our existing strong markets of Asia, Europe, USA, Africa, etc. MARKETING

With close collaboration between Marketing and Research & Development we use our insights to support innovations, product development and marketing strategies. In addition, our website has been upgraded to support customer product selection and sales processes, significantly enhancing our customer's experience. These insights are put together to curate our marketing strategy and product mixes to cater the specific consumer preferences. We also focused on creating capability in performance marketing to build and grow our quality products.

Your Company has embarked on a journey for technology leadership and has made significant progress on several fronts in Research and Development (R&D) and takes immense pride in our R&D capabilities, which are geared to continuously innovate and develop value-added products. Your Company contributes valuable insights based on our industry expertise during product development. The Company has also been working towards achieving cost competitiveness through increasing the efficiency of the existing processes.

Your Company focuses on quality and strives to exceed customer expectations at all times. Your Company's quality excellence is indexed to the pillars of client focus, portfolio synergy, operational rigour, new- age technology bets and people transformation. Your Company endeavours to continuously improve its services and solutions, with a focus on agility and creativity by nurturing an environment that promotes learning and growth.

As of 31^st March, 2024, the authorized share capital of the Company stood at Rs. 1,250 Lakhs divided into 1,25,00,000 equity shares of Rs. 10/- each, and the total paid-up equity share capital of your Company

was Rs. 1,061 Lakhs divided into 1,06,10,000 equity shares of Rs. 10/- each fully paid-up. During the year under review, there was no change in the share capital ofthe Company.

During the year under review, your Company has transferred an amount of Rs. 2,865 Lakhs to the General Reserves of the Company. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Rs. 4/- per Equity Share (face value of Rs. 10/- per Equity Share) for the financial year 2023-24, to the eligible equity shareholders of the Company. The total cash outflow for the final dividend payout would be Rs. 424 Lakhs.

As of 31^st March, 2024, the Company does not have any subsidiary, joint venture or associate Company as defined under the Companies Act, 2013.

The Company's principal sources of liquidity are cash and cash equivalents, liquid investments and the cash flow that the Company generates from its operations. The Company continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements. The Company's working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

Your Company has maintained its Two Star Export House Status under the Foreign Trade Policy 2015-2020 and has been rated by CRISIL, a credit rating agency for its Banking facilities. It has issued a long-term rating of A/Stable and a short-term rating of A1. These ratings reflect your Company's continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies.

Shri Shiv Shankar Poddar (DIN: 00058025), Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 8^th August, 2024 approved the re-appointment of Shri Shiv Shankar Poddar (DIN: 00058025) as Managing Director and Shri Gaurav Goenka (DIN: 00375811) as Joint Managing Director & Chief Executive Officer of the Company for a further period of three (3) years with effect from 1^st October, 2024, liable to retire by rotation, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The Nomination and Remuneration Committee and the Board of Directors are of the view that their skills, background and experience are aligned with their roles and responsibilities and they are eligible for re-appointment as Managing Director/Joint Managing Director & Chief Executive Officer of the Company. Further, the aforesaid Directors have affirmed that they are not debarred from holding the office of Director by any order of SEBI, Ministry of Corporate Affairs or any other such Statutory Authority.

In terms of the provisions of Section 149 of the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Smt. Lalitha

Kumaramangalam (DIN: 08259526), Shri Manoj Kumar Sonthalia (DIN: 00021297), Shri Nagarajan Gopalaswamy (DIN: 00017659), and Shri M. Mahadevan (DIN: 00786991) were the Independent Directors ofthe Company during the financial year 2023-24.

The term of appointment/re-appointments of Smt. Lalitha Kumaramangalam (DIN: 08259526), Independent Director, Shri N. Gopalaswamy (DIN: 00017659), Independent Director and Shri Manoj Kumar Sonthalia (DIN: 00021297), Independent Director of the Company has been completed on 31^st March, 2024 after the closure of Business Hours. The Board places on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

Further, during the financial year under review, the shareholders at their 32^nd Annual General Meeting held on 27^th September, 2023, have approved the appointment of Shri Gajendra Kumar Bhandari (DIN: 00649176) and Shri Ramaseshan Mohan (DIN: 01492721) as an Independent Directors of the Company for five years (first term) with effect from 1^st October, 2023, not liable to retire by rotation. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your Company, confirming that (a) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence; and (c) they have registered their names in the Independent Directors Databank.

Your Company's Board believes that the Independent Directors of the Company including the Independent Directors appointed during the financial year 2023-24 possess the requisite qualifications, experience and expertise and they hold the highest standards of integrity (including proficiency) and fulfil the conditions specified in the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are the Key Managerial Personnel (KMP) ofthe Company:

1. Shri Shiv Shankar Poddar - Managing Director (DIN: 00058025)

2. Shri Gaurav Goenka - Joint Managing Director (DIN: 00375811)

3. Shri B.K. Bohra - Chief Financial Officer

During the year under review, Shri Anil Kumar Sharma was appointed as Company Secretary ofthe Company with effect from 29^th May, 2023. FAMILIARIZATION PROGRAMME FOR DIRECTORS

During the year, the Company conducted a familiarization program for Independent Directors. This program aimed to deepen their understanding of the Company's operations and familiarize them with its diverse aspects, thereby empowering them to fulfil their roles as Independent Directors more effectively. The Company's policy on conducting the familiarization program has been disclosed on the website of the Company at https://poddarpigmentsltd.com/investor- relations/details/Shareholders%20Information/Familiarization %20Programmes.

The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website ofthe Company at the following web link https://api.poddarpigmentsltd.com/investorRelation7169278440 9764.pdf.

The Board of Directors of the Company met four times during the year under review. The meetings were held on 29^th May, 2023, 5^th August, 2023, 6^th November, 2023 and 9^th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition of Committees, terms of reference, number of meetings held, attendance of the Committee members thereof during the year under review, etc. are provided in the Corporate Governance Report, which forms part of this Annual Report.

The details of the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, the total amount to be spent under CSR for the financial year and the amount spent is set out at CSR Statement, is annexed herewith as Annexure - A to this Report.

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, form part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report as required in terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business of the Company. During the year under review, your Company has not entered into any contract/ arrangement/transaction with related parties, which could be considered material in accordance with the policy of the Company on related party transactions. None of the transactions with any of the related parties were in conflict with the interest of the Company; rather, these were synchronized and synergized with the Company's operations. Details of transactions with related parties during the financial year 2023-24 are provided in the notes to the financial statements.

The policy on related party transactions as approved by the Board is available on the Company's website and can be accessed at https://api.poddarpigmentsltd.com/investorRelation/1724414847537. pdf. The details of related party transactions pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed herewith as Annexure - B to this Report.

Further, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:

During the financial year under review, based on information received from M/s. GKS Logistics Private Limited regarding Composite Scheme of Merger and Arrangement for (a) the transfer of Business/Demerged Undertaking of M/s. GKS Logistics Private Limited (hereinafter referred to as the GLPL or Demerged Company or Transferor Company) (one of the Promoter Group Company) to M/s. Espouse Resonance Engineering Private Limited (hereinafter referred to as the EREPL or Resulting Company or First Transferee Company); and (b) GLPL, being the Non-Real Asset Business (defined hereunder)

i.e., the remaining undertaking of GLPL after aforesaid transfer of Demerged Undertaking, is amalgamated with M/s. GKS Holdings Private Limited (hereinafter referred to as GHPL or Second Transferee Company) approved by the Regional Director, Chennai vide order dated 14^th December, 2023 pursuant to the provisions of Section 233 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the Act) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 including any statutory modification or re-enactment(s) thereof, for the time being in force.

M/s. GKS Logistics Private Limited holds 45,02,892 equity shares of Poddar Pigments Limited under the promoter group category and the Demerged Undertaking of M/s. GKS Logistics Private Limited specifically includes 45,02,892 equity shares of Poddar Pigments Limited (PPL).

Due to the implementation of the scheme and based on the conditions mentioned in the Scheme, the Demerged Undertaking of the Demerged Company is M/s. GKS Logistics Private Limited, shall, under the provisions of clause (a) of Section 233(9) of the Act, without any further act or deed be transferred to and vested in and/or be deemed to have been transferred to and vested in the Resulting Company to become the business, assets, investments and properties of the Resulting Company being M/s. Espouse Resonance Engineering Private Limited.

Therefore, the name of M/s. GKS Logistics Private Limited as Promoter Group Shareholder has been replaced with M/s. Espouse Resonance Engineering Private Limited as Promoter Group Shareholder.

Further, as per the information received from M/s. Espouse Resonance Engineering LLP on 27^th February, 2024, M/s. Espouse Resonance Engineering Private Limited has been converted into M/s. Espouse Resonance Engineering LLP. However, the name of M/s. Espouse Resonance Engineering Private Limited was not updated as M/s. Espouse Resonance Engineering LLP in the respective Demat Account up to 31^st March, 2024 and hence, the name of M/s. Espouse Resonance Engineering Private Limited is being mentioned in this Annual Report instead of M/s. Espouse Resonance Engineering LLP.

During the financial year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder. The Company does not have any unclaimed deposits as of this date. PARTICULARS OF EMPLOYEES AND REMUNERATION The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the percentage increase in remuneration, the ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration, etc. is annexed herewith as Annexure - C to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, is provided in a separate annexure forming part of this Report. However, in terms of Section 136 of the Companies Act, 2013, this Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during the business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company Secretary in this regard.

Your Company's Human Resources is the strong foundation for creating many possibilities for its business and the Company considers employees as its most valued asset and a key contributor to its success in the last three decades. To create the best place to work, maintain an employee-centric culture, and prepare a future-ready workforce, the HR function constantly works on identifying new possibilities for policy and process improvements. Our HR imperatives focus on building a productive workforce, delivering world-class HR service & support experience and improving compliance & productivity of HR operations, which align with the strategic priorities of the organization. The efficient operations of manufacturing units, market development and expansion for various products were the highlights of our people's efforts. Continuous people development for developing knowledge and skills coupled with talent management practices will deliver the talent needs of the organization. Your Company's employee engagement score reflects high engagement and pride in being part of the organization. Your Directors would like to take this opportunity to express their gratitude and appreciation for the passion, dedication, and commitment of the employees and look forward to their continued contribution.

We believe that sound succession planning for the Board Members, Senior Management, and Middle-Level Management is vital for creating a robust future for the Company. Our succession planning framework is well-built and acts as a hallmark of a forward-thinking, future-ready, and progressive Board/Management.

The Company also has a leadership development program where it identifies high-potential managers and trains them to take up positions of higher responsibility. The Company has identified the second line of leadership called Classic Team, which provides stability to the business in case of contingencies. We are consciously transitioning from a function vertical-specific succession strategy to building a pool of fungible leaders who can assume new roles in any work context. BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Company believes that a mix of Executive, Independent, and other Non-Executive Directors is one of the important facets of diverse attributes that the Company desires.

Your Company acknowledges that a diverse Board representing differences in educational qualifications, knowledge, experience, gender, age, cultural background, race, ethnicity, thought, perspective, and other diversity results in delivering a competitive advantage and a better appreciation of the interests of stakeholders.

The Board has conducted its annual performance evaluation to examine the performance of the Board, Individual Directors, and Committees in compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The criteria for Board Evaluation include aspects such as the Board size, structure, expertise of the Board, development of suitable strategies and business plans, obligations, governance, efforts to learn about the Company and its business, etc. The criteria for Committee

evaluation include aspects such as the composition of committees, appropriate number of meetings, confidentiality of its discussions /decisions, suggestions & recommendations to the Board, etc. The criteria for evaluation of Individual Directors include aspects such as the Appropriateness of qualification, knowledge, skills and experience, participation in Board functioning, the extent of diversity in knowledge and industry expertise, attendance and participation in the meetings and working thereof, initiative to maintaining high level of integrity and ethics, etc.

Based on the aforesaid criteria, the Nomination and Remuneration Committee and the Board have evaluated the performance of the Board as a whole, its Committees, and individual Directors including Independent Directors. In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole was evaluated. The quality, quantity and timeliness of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties was also evaluated in the said meeting of Independent Directors. AUDITORS AND AUDITORS' REPORT Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the shareholders at their 31^st Annual General Meeting of the Company held on 29^th September, 2022, had appointed M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) as Statutory Auditors of the Company from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. The Statutory Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark, which requires any clarification/explanation.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. K.G. Goyal & Associates, Cost Accountants (Registration No. 000024) as Cost Auditors to audit the cost records of the Company for the financial year 2024-25 pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended. M/s. K.G. Goyal & Associates, Cost Accountants (Registration No. 000024) have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141 read with Section 148 of the Companies Act, 2013.

The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting would be Rs. 60,000/- (Rupees Sixty Thousand Only) plus applicable GST and out ofpocket expenses, if any.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company has appointed M/s. Pinchaa & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report in respect of the Secretarial Audit carried out by M/s. Pinchaa & Co., Company Secretaries, in Form MR-3 for the financial year 2023-24, is annexed herewith as Annexure - D to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instance of fraud in respect of the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013. OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT Your Company's Occupational Health, Safety and Environment (OHS & E) strategies are directed toward achieving the greenest and safest operations across your Company's units by optimizing natural resource usage and providing a safe and healthy workplace. Your Company has in place the Occupational Health, Safety & Environment (OHS & E) Policy. All employees, right from the shop floor up to the top management are trained to execute their work safely and responsibly. Employees are encouraged to follow the principle of timely reporting, communication and consultation to avert mishaps at work. The Occupational Health & Safety policy and basic safety principles are displayed across all work locations. At both manufacturing locations, various events like fire mock drills/trainings are conducted continuously. The Company's manufacturing units in Sitapura and Chaksu are ISO 9001:2015 certified.

The Company continued its commitment to improve the well-being of employees and contract associates through various activities. Programs are being conducted by renowned faculties for employees such as Mass Blood Pressure Screening Camps, Eye Check-up camps, Individual Physiotherapist Consultations, Awareness sessions on Spine and Joint Care, etc. To minimize the overall environmental impact, new techniques were used towards zero carbon emission and waste avoidance/minimization. Your Company has also implemented various measures towards water neutrality and achieved recycling by processing STP/ETP water through RO and achieving less consumption of fresh water requirement.

The information relating to the conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is annexed herewith as Annexure - E to this Report.

Due to increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes and technology controls are being enhanced in line with the threat scenarios. Your Company's technology environment is enabled with real-time security monitoring with requisite controls at various layers starting from end-user machines to network, servers, applications and data.

The Company recognizes that risk is an integral and inevitable part of the business and is fully committed to managing the risks proactively and efficiently. The Company has a disciplined process for continuously assessing the risks in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans. The objective of the risk management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder's expectations proactively, and improve organizational resilience and sustainable growth.

The Company regularly identifies the uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk, which could materially impact the Company's long-term plans. Mitigation plans for significant risks are well integrated with business plans and are reviewed regularly by the management of the Company. The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering rapidly changing business environments and evolving complexities. There are no risks, which in the opinion of the Board threaten the existence of the Company.

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 wherein the employees can approach to the Chairperson of Audit Committee of the Company and make protective disclosures to the

Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Fair Disclosure. The Whistle Blower Policy requires every employee to promptly report to the Chairperson of Audit Committee any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No person has been denied access to the Chairperson of the Audit Committee to report any concerns. Further, the said Policy has been disseminated within the organization and has also been posted on the Company's website at https://api. poddarpigmentsltd.com/investorRelation /1692784388180.pdf. PREVENTION OF INSIDER TRADING

Your Company has adopted a Codes of Fair Disclosures and Conduct for Insider Trading ("Code") to regulate, monitor and report trading in the Company's shares by the Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a digital database, a mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further, it also includes code of practices and procedures for fair disclosure of unpublished price-sensitive information, which has been made available on your Company's website and can be accessed at https://api.poddarpigmentsltd.com/investorRelation716927 84211054 pdf.

The Company has in place the Directors and Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. The Internal auditors perform an independent check of the effectiveness of key controls in identified areas of internal financial control reporting. Internal Auditor also monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company. The Statutory Auditors' Report includes a report on the internal financial controls over financial reporting. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time, disclosures relating to loans and investments as of 31^st March, 2024 are given in the notes to the financial statements of the Company. During the financial year, there were no guarantees issued or securities provided by your Company in terms of Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 is available on the website of the Company and can be

accessed at https://www.poddarpigmentsltd.com/investor-relations/ details/Shareholders%20Information/Annual%20Return.

Pursuant to the requirements of Section 134(5) of the Act, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2024 and of the profit and loss ofthe 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 an ongoing basis;

(e) the Directors of the Company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and have been operating effectively.

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed/unpaid dividends up to the interim dividend of the financial year 2016-17 and eligible shares have been transferred to the Investor Education and Protection Fund. In compliance with the applicable Rules and after complying with the requisite formalities, the Company will be transferring the unclaimed/unpaid final dividends of financial year 2016-17 and requisite applicable equity shares to the IEPF Authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at the Company's website www.poddarpigmentsltd.com.

Your Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

The Company is committed to fair and equal opportunity and to providing a safe and conducive work environment that is free from any kind of harassment including sexual harassment for employees. All employees are trained and sensitized on the prevention of harassment at the time of their joining and periodically thereafter. The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Your Company has not received any complaint during the year under review and has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company continued its quest for excellence in its chosen area of business to emerge as a truly global brand. Several awards and rankings continue to endorse your Company as a thought leader in the industry. During the financial year 2023-24, the Company has been recognized with the esteemed "Best Employer Award - 2023" in the Large Scale Industry category. The award ceremony was a momentous occasion, held on 6^th October, 2023, organized by The Employers' Association of Rajasthan in Hanoi, Vietnam.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. There was no issue of equity shares with differential rights as to dividends, voting, or otherwise.

2. There was no issue of shares including sweat equity shares to employees ofthe Company under any Scheme.

3. There were no material changes and commitments in terms of Section 134(3)(l) of the Companies Act, 2013, affecting the financial position of the Company between the end of the financial year to which this financial statement relates on the date of this report.

4. There were no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status ofthe Company and its future operations.

5. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. The requirement of disclosure of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the period under review.

Statements in the ''Board's Report" and the "Management Discussion and Analysis Report" describing the Company's objectives, projections, estimates, expectations, or predictions may be considered as "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The factors that might influence the operations of the Company are economic conditions, government regulations and natural calamities over which the Company has no control. The Company assumes no responsibility in respect of the forward-looking statements herein, which may undergo changes in the future based on subsequent developments, information or events. APPRECIATION

We would like to record our gratitude and appreciation to all our stakeholders including the Central and State Government Authorities, Banks, Local Communities, Government/Regulatory authorities, customers, business associates, vendors, shareholders and investors forming part of the Company for their continued cooperation and support during the year and look forward to their continued support in future. Your faith and vote of confidence hold us in good stead and motivate us to pursue greater opportunities, responsible growth and enhanced delivery of our strategy. Your Directors also take this opportunity to thank our employees, whose enthusiasm, energy and zeal, help us in progress along with our vision.