Pondy Oxides & Chemicals Ltd

Dear Members,

Your Directors are pleased to present herewith the 29^th Annual Report on the business and operations of your company along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^st March 2024.

The Company's financial performance for the year ended 31^st March 2024, and the comparative figures for the previous year are summarised below:

(' in Lacs)

The Indian economy firmly established itself as the fastest growing entity among the major economies, amid global headwinds stifling the momentum of the global growth.

As you are aware that during the year under review, there were several macro-economic uncertainties, as the economy faces severe inflation and disruption in the overall supply chain network. However, the Company dealt with these uncertainties by maintaining a core focus on its stakeholders, marketing strategies, and operational excellence. Also, there has been a significant increase in the cost of smelting, refining along with the cost of utility such as power, fuel, which has further added to the overall cost of production. Bank rates and foreign currency fluctuations have resulted in increased finance Cost during the period under review.

Amidst the abovementioned macro-economic and geopolitical issues, the Company was able to generate revenue from Operations of Rs.1,523.81 Crs as against Rs.1,471.66 Crs in the previous year and a net profit of Rs.39.52 Crs as against Rs.49.20 Crs in the previous year.

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2023-24, except an amount of Rs.3.95 Crs, which has been transferred to General Reserve as at 31^st March 2024.

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.

Your Company is expanding its lead production from 1,32,000 metric tonne per annum to 2,04,000 metric tonne per annum in two phases. The first phase will cater to expansion of 36,000 metric tonne per annum in Thervoykandigai Unit in Tamil Nadu which is equipped with cutting-edge automation to improve operational efficiency and lower the carbon footprint, as your company is progressing towards an environment-friendly, sustainable manufacturing practices. The proposed project is expected to commission in the forthcoming financial year.

During the Financial year 2023-24, Your company has completed acquisition of 123 acres of industrial land parcel in Mundra, Gujarat state for '41.40 Crs. Through this acquisition, POCL will be strategically positioned to better service the Western area and expand its export potential globally. Due to its proximity to the port and the region's continued industrialisation and development, it will serve both the domestic and foreign markets.

Your Company marches forward in pursuit of sustainable growth with a clear goal, better plan and principles at core & paving route that leads to circular economy where innovation and sustainability meets.

The Board of Directors in their meeting held on 28^th May 2024 have recommended a Final Dividend at 50% i.e Rs.5/- per share [Previous Year: 50%] on Face Value of Rs.10/- each for the Financial Year ended 31^st March 2024. The total Dividend outgo amounts to Rs.6.51 Crs [Previous Year: Rs.5.81 Crs].

I n 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 Rs.1.41 Lacs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2023-24.

I n 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 2577 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 202324. Details of shares transferred to IEPF have been uploaded on the website of the Company.

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, 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 Company https:// pocl.com/annual-returns/

A robust and efficient corporate governance framework requires an informed and involved Board. The Board makes sure that the Company has well-defined objectives that are in line with the growth and value for the shareholders and ensures protection of interest of all the stakeholders.

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Kumaravel, Director-Finance is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and the same has been included in the agenda of the 29^th Annual General Meeting for approval of the Shareholders. During the Financial Year 2023-24, there were no changes in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the recommendations of Nomination and Remuneration Committee and the consent of the Board of Directors, the proposal for re-appointment of Mr. K Kumaravel as Whole-Time Director in the capacity of Director Finance for a period of 3 years with effect from 31^st December 2024 has been placed before the Shareholders in the 29^th Annual General Meeting for their approval.

Brief profile of the Director seeking appointment/re- appointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 is given in the Notice of the Annual General Meeting, forming part of the Annual Report.

Pursuant to the recommendations of Nomination and Remuneration Committee, Ms. Shanti Balamurugan has been appointed as an Additional Director in the category of Independent Director of the Company, with effect from 22^nd July 2024, who shall hold office till the conclusion of the ensuing Annual General meeting and her appointment as an Independent Director of the Company has been placed before the Shareholders in the 29^th Annual General Meeting for their approval.

Brief profile of the Director seeking appointment along with the disclosures required pursuant to provisions of Listing Regulations and the Companies Act, 2013 is given in the Notice of the Annual General Meeting, forming part of the Annual Report.

During the year, five (5) meetings of the Board of Directors were held. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Report. 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.

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under

Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.

In compliance with 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external Influence and that they are independent in the management. The Board has adopted a policy on familiarisation programme for Independent Directors of the Company to familiarise the Independent Directors with roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, its business in depth and contribute significantly. The details of familiarisation programme during the Financial Year 2023-24 are available on the website of the Company at https://pocl.com/wp-content/uploads/pdocs/2024/05/ Familiarization-Policy-Updated-2023-24.pdf

Mr. Anil Kumar Bansal - Chairman and Whole Time Director, Mr. Ashish Bansal - Managing Director, Mr. K. Kumaravel

- Director Finance & Company Secretary and Mr. B. Vijay

- Chief Financial Officer are 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 31^st March 2024.

The Board has constituted four Committees, viz. Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations and is authorised to constitute other functional Committees, from time to time, depending on business needs. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees is also available on the website of the Company https://www.pocl.com/composition-of-board- and-committees/

As envisaged by the Companies Act, 2013 and the Listing Regulations, the performance evaluation of the Board as a whole, and the Chairman and the Non-independent directors

was carried out by the Independent directors in accordance with the Nomination and Remuneration Policy framed by the Company, which is within the framework of applicable laws and in consideration of the Guidance Note on Board Evaluation dated 05^th January 2017 issued by SEBI.

The purpose of the Board's evaluation is to consistently enhance the Company's governance at the Board's level, involving all parties in a cooperative atmosphere. The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.

The Directors have expressed their satisfaction with the evaluation process and its results.

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 read with Part D of Schedule II to SEBI Listing Regulations, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been formulated by the Nomination & remuneration Committee and adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://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.

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 to kk@pocl.com.

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.

The Company continues to use its Focussed energy conservation efforts, effective production scheduling and efficient energy equipment's by the following measures:

• VFD with feedback system wherever possible in equipment

• Automatic power control panels with hybrid filters for improving power quality

• Replacement of conventional lights with LED lights

• Improving heater control system for lead pots

The Company would explore the possibility of usage of Natural Gas instead of Furnace Oil as a fuel to substantially save the energy cost.

The Company has made sizeable investment in capital equipment's mainly energy conservation equipment in all its facilities wherever required.

As stated in the previous Annual Report, our Company has partnered with Ace Green Recycling Inc., a Delaware Corporation in the United States, for set up the world's largest greenhouse gas (GHG) emission-free battery recycling facility in our Andhra Plant (SMD - II). This has gone live in terms of the entire commissioning and being a new technology the Company shall ensure that the commercial production which we realise is concrete, is futuristic which will give us the required

output for the years to come. Currently, it's at the trial stage of production and in the coming months, the Company would go live with commercial production.

Pursuant to 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 Related Party Transactions are placed before the Audit Committee for their review and approval. 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 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

The details of the loans, investments and guarantees or securities made by the Company under the provision of Section 186 of the Act are given under the Note No. 6 (NonCurrent Investments) of the financial statements forming part of the Annual Report.

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. 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. 43 (Related Party Disclosure) forming part of the financial statements.

As at 31^st March 2024, the Company has not entered into any joint ventures nor did not have any associate Company. The Company has two subsidiaries namely, POCL Future Tech Private Limited and Harsha Exito Engineering Private Limited as on 31^st March 2024.

None of the Companies have ceased to be the Company' subsidiary during the year.

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://pod.com/subsidiary-company-financials/) 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.

The Company has constituted Corporate Social Responsibility Committee with the following Committee Members:

(a) Mr. A Vijay Anand as the Chairman of the Committee,

(b) Mr. Ashish Bansal, Member and

(c) Dr. Shoba Ramakrishnan, Member

The CSR policy of the Company is available on the Company's website https://pocl.com/wp-content/uploads/ pdocs/2021/04/7-CSR_Policy.pdf As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has contributed funds for the schemes which are detailed in the prescribed format in Annexure - IV of this Report.

The Paid-up Equity Share Capital of the Company as on 31^st March 2024 was Rs.12.61/- Crs comprising of 1,26,10,977 equity shares of Rs.10/- each.

During the year under review, the Company's paid up share capital has been increased by issuing 9,86,197 fully paid up equity shares of Rs.10/- each at a premium of Rs.497/- per share aggregating to an amount Rs.50,00,01,879/- through private placement by way of preferential allotment.

Further, 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.

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Company's website at https://pocl.com/wp-content/uploads/pdocs/2021/04/5- Whistle-Blower-Policy.pdf

The Board has adopted and implemented a suitable Risk Management Policy for the Company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the Company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks. The Board, where appropriate, periodically reviews the significant risks to mitigate the risk exposure. 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 at https://pocl.com/wp-content/uploads/pdocs/2020/09/ Risk-Management-Policy.pdf

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.

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations and such financial controls with reference to the financial statements are adequate. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to company's policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Regular internal audits are undertaken to ensure that the highest standards of internal control are maintained. In line with best practices, the Audit Committee and the Board reviews the audit plans, findings and observations made by the internal auditors at its meetings.

The Auditors of the Company have verified the internal financial control systems prevailing in the organisation and confirmed the effectiveness of the same in their report for the Financial Year 2023-24.

The Company is duly maintaining the cost records as specified by the Central Government under sub-section (!) 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.

All the recommendations of the Audit Committee during the Financial Year 2023-24 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.

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. L. Mukundan & Associates, Chartered Accountants (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 calendar year 2027.

The Report given by M/s. L Mukundan & Associates, Statutory Auditors, on the Financial Statements of the Company for the Financial Year 2023-24 is part of this Report. There are no observations (including any qualifications, reservations,adverse remarks or disclaimer) of the Auditors in their said Report which call for any explanation/ comment from the Board of Directors.

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 2023-24 for conducting audit of the cost records maintained by the Company relating to inorganic chemicals and base metals. The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of Rs.40,000/- (Rupees Forty Thousand Only) in addition to the applicable taxes and out of pocket expenses. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the 29^th AGM. 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.

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.

M/s. KSM Associates, Practicing Company Secretaries (Firm Registration No: P2006TN058500), were appointed as the Secretarial auditors of the Company for the Financial Year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of the Listing Regulations is annexed as Annexure - V to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

M/s. Kalyanasundaram & Associates, Chartered Accountants (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 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

During the Financial Year 2023-24, the Statutory Auditors, Cost Auditors, Secretarial Auditors or Internal Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

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 for the year under review, as stipulated under Regulation 34(3) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Your Company has an Anti-Sexual Harassment Policy in place in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act'). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace of any employee. All employees of the Company are covered under this policy. During the year, there were no complaints received pursuant to the provisions of the POSH Act.

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., 31^st March 2024 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.

During the year, the Company was conferred with the prestigious 'Star Performer award at National level for export excellence for the years 2019-20 and 2020-21 in the Nonferrous metals product category by EEPC India. Also, during the year, the Company was bestowed with IMS certification by BSI 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.

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. CRISIL Ratings, has reaffirmed the Company's long-term rating to "CRISIL A-/Stable”.

There was no such direct application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31^st March 2024.

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended 31^st March 2024.

Your directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.