Punjab Chemicals & Crop Protection Ltd

Dear members,

The Board of Directors hereby submits the 48^th Annual Report of the business and operations of the Company along with the

Audited (Standalone and Consolidated) Financial Statements, for the financial year ended March 31, 2024. The performance of the Subsidiary has also been referred to wherever required.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2024 is as below:

2. OPERATIONAL PERFORMANCE

Your Directors are pleased to state that the year under review, income of the Company on standalone basis stood at H933 crore with a Profit before Tax (PBT) of H74 crore against the income of H1008 crore and Profit before Tax of H89 crore in the previous year.

The year began with a strong start, maintaining growth momentum established by the company in recent years.

However, in last quarters, there was an overall correction in the industry due to inventory and price correction resulting in muted demand for some of our products. The sales of the Company was from Agro Chemicals Division, Derabassi with net revenue of H664 crore

against H739 crore of previous year which is 71% of the total revenue. The revenue of Specialty and Other Chemicals Division, Lalru was H151 crore against H153 crore of previous year. Industrial Chemical Division Pune recorded a revenue of H118 crore against H116 crore of previous year.

The Export of the Company was H484 crore against H581 crore of the last year. The Exports continue to remain impacted due to lower prices and muted demand as channel destocking continues across the globe. The inundation of inexpensive products from China is compelling companies to uphold elevated levels of inventory within their distribution channels.

3. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company has only one wholly owned overseas subsidiary namely SD AgChem (Europe) NV, Belgium.

Further, the Company does not have any material subsidiary.

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated Financial Statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format

AOC-1 is appended to the Board's report.

During the current year, the Board of Directors on

December 14,2023 have approved an investment of upto H1500 lakhs into SD Agchem (Europe) NV and have also provided guarantee on behalf of SD Agchem

(Europe) NV, a 100% Wholly Owned Subsidiary to secure the payment obligations of SD Agchem (Europe)

NV upto an amount not exceeding H1500 lakhs in relation to a settlement agreement dated December 11, 2023 with ex-shareholders of Sintesis Quimica S.A.I.C,

Argentina (erstwhile shareholders') (erstwhile step down subsidiary till September 2017). Under the terms of settlement, a total consideration of H1,483 lakhs is to be paid by SD Agchem (Europe) NV to the ex- shareholders. Accordingly, SD Agchem (Europe) NV has recorded an incremental liability of H198 lakhs in the third quarter of current financial year and has also paid a sum of H1,148 lakhs till March 31, 2024. The remaining balance of H335 has also been paid subsequent to the year end.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

4. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of its subsidiary, are available on our website, at www. punjabchemicals.com.

These documents will also be available for inspection during business hours at the Registered Office of

Company.

The Policy for determining material subsidiaries, adopted by the Board of Directors, pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015 (hereinafter called as

"Listing Regulations") can be accessed on the Company's website at https://www.punjabchemicals.com/wp-content/uploads/2018/07/Policy-for-determining-Material-Subsidiary.pdf. The consolidated financial statements of the Company for the year ended on March

31, 2024 comprises the standalone financial statements of the Company and its subsidiary (together referred to as "the Group").

The consolidated revenue of the Company during the year under review stood at H937 crore with a profit before tax of H73 crore against H1010 crore and profit before tax of H89 crore in the previous year.

5. DIVIDEND

The Board of Directors are pleased to recommend a dividend of H3/- per equity share (30%) for the financial year under review against a dividend of H3/- per equity shares (30%) in the previous year.

The total dividend amount to be paid for the financial year 2023-24 shall be H3.68 crore.

The dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend once approved by the Shareholders will be payable to those members whose name appear in the Register of members as on the record date.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, the July 26, 2024 to Friday, the August 2, 2024 (Both days inclusive) and the record date will be Thursday July 25, 2024 for the purpose of payment of dividend for the financial year 2023-24.

The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www. punjabchemicals.com/wp-content/uploads/2021/05/

Dividend-Distribution-Policy.pdf.

6. OUTLOOK

The Company is in the business of Performance Chemicals including Agrochemicals, Specialty and other Chemicals and industrial Chemicals. This sector has been showing promising growth over the last few years as new chemicals get introduced in the market, rebalancing of supply chain takes place. The government in the of India is taking steps to support the industry and this will accelerate innovation and MNCs to partner with

Indian companies for future growth.

The Company is investing in R&D and technical capabilities and in emerging as preferred CRAMS theprovide for both domestic & international agrochemical companies, thus positioned to gain further advantages as the industry expands. The Company already has a long and proven history for manufacturing and exporting various Performance Chemicals (Agro and Specialty). The

Company is also working on developing new products & capabilities and working to increase the volume and add new products either under CRAM or for outright sale. Ongoing discussions with several companies to add new products & to increase business is moving in a healthy direction. The Company has proven track record and has long experience in delivering products to many Indian and other MNCs. The Company is working to strengthen this relationship with new products and technological innovation.

Barring unforeseen circumstances the management has a positive outlook and is confident of growth with a wide range of products and new manufacturing techniques.

7. FINANCE a. SHARE CAPITAL

The paid up Equity Share Capital as at March

31, 2024 stood at H12.26 crore consisting of 1,22,62,185 equity shares of H10/- each. During the year under review, the Company did not issue any type of shares or convertible securities or shares with differential voting rights. The Company also did not allot /grant any stock options or sweat equity or warrants to the employees. As on March 31, 2024, the Company has not issued or outstanding any instrument convertible into Equity Shares of the

Company during the Financial year. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

b. PUBLIC DEPOSITS

The Company does not have any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

c. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013

Loans, guarantees and investments covered under

Section 186 of the Companies Act, 2013 are provided at Note No 47 & 48 to the Standalone and Consolidated financial statements provided in this

Annual Report.

d. TRANSFER TO RESERVES

The Board of Directors has decided to retain the profit and loss entire amount of profits account and not to transfer any amount to the general reserve.

e. CREDIT RATING

During the year under review, there has been no change in the credit rating of the Company from any of the credit rating agencies, however your

Company has received reaffirmation on its rating for Long Term Debt: BBB+ /Stable and for Short Term Debt: A2 from rating agencies.

AND SAFETY

Punjab Chemicals implemented a holistic approach towards the highest standards of Environment, Health and Safety. This approach is defined in the Company's policy, covering the provision of a safe workplace, clean environment and stakeholder health.

We believe that the highest standard of EHS reinforces our position as a responsible corporate citizen. This responsible EHS approach strengthens our performance: lower work interruptions, strengthening timely project completion; protects workforce interests, enhancing employee and knowledge retention; helps moderate direct and indirect costs; growing correlation between corporate respect and clean EHS performance, translating into a stronger credit-rating.

Our health commitment

At Punjab Chemicals, we are committed to send our employees home with complete safety each day. This priority translated into the following initiatives:

Conducted a biannual medical check for employees and annual check for managers. Employees involved in hazardous processes undergo quarterly checks.

The Company conducted periodic health awareness programmes (heart, blood pressure and sugar).

Sustained an occupational health centre with a dedicated pharmacist; sustained a tie-up with an ESI hospital and conducted preventive medical camps through hospitals.

Deployed an ambulance in its manufacturing units.

Formulated a policy under which a cooperative society was formed to provide loans to employees (house building, children's education and personal loan among others).

Operated a canteen in both units where subsidized food is provided, validated with an FSSAI license.

Conducted health education addressing diseases like cardio, blood pressure and hyper-tension; organised yoga and food habit awareness.

Our safety commitment

Safety initiatives

Automated batch charging and installed agitated nutsche filter dryers to reduce chemical and vapour emission.

Undertook programs on process safety management

(including mandatory process safety information, interpretation and validation of process controls).

Conducted hazard and operability study, hazards identification and risk assessment across processes in addition to audits, training, mock drills, mechanical and reaction integrity (differential scanning calorimetry or accelerating rate calorimetry).

Documented near-miss, incident and accident reporting system with corrective and preventive actions.

Implemented a standard operating protocol to address safety violations, monitored in general meetings, processes representative meetings and safety committee meetings with warnings & other action modes.

Followed a safety training calendar around eight hours of training each month per employee with bi-annual mock drills.

Focusing on process safety management (PSM) principles.

The Company's sites are certified to various management systems as follows:

ISO 9001:2015 Quality Management System

ISO 14001:2015 Environmental Management System

ISO 45001:2018 Occupational Health and Safety

9. RESEARCH & DEVELOPMENT AND QUALITY CONTROL

The activities of R&D consists of improvement in the processes of existing products, decrease of effluent load and to develop new products and by- products.

Quality Control is the strength of the Company. All raw materials and finished products and material at various stages of processing pass through stringent quality checks for ensuring quality and product meeting stringent specifications.

FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this

Report.

11. WELFARE ACTIVITIES AND CORPORATE SOCIAL RESPONSIBILITY

Company's Corporate Social Responsibility (CSR)

Policy has been posted on the website at https://www. punjabchemicals.com/wp-content/uploads/2023/03/

CSR-Policy.pdf. During the year under review, the Company was required to spend H178 lakh on CSR activities. The Company has spent H181 lakh in the financial year 2023-24.

The amounts have been spent for promotion of education by upgrading school infrastructure, building computer labs, health care initiatives by organizing various preventive health care medical camps, blood donation camps, eye camps in nearby areas and upliftment of nearby rural areas and helping the needy by donations.

The detailed annual report as per Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014 forms part of this Report.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Regulation 22 of the Listing Regulations & Sub- section (9 & 10) of Section 177 read with Rule 7 of the

Companies (Meetings of Board and its Powers) Rules,

2014, interalia, provides, for all listed companies to establish a vigil mechanism called "Whistle Blower Policy" for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

In accordance with the same the Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable or improper practices and / or any unethical practices, fraud or violation of any law, rule or regulation.

The contact details of the Chairperson of Audit Committee have been mentioned in the Policy for easy access. Furthermore, employees are free to communicate their complaints directly to the Chairperson of the Audit Committee as stated in the Policy. The Audit Committee reviews reports made under this Policy and implements corrective actions wherever necessary.

Further, during the year, the Company has not received any complaint under Vigil Mechanism / Whistle Blower Policy.

Details of the Vigil Mechanism and Whistleblower Policy are made available on the Company's website at following link https://www.punjabchemicals.com/ wp-content/uploads/2018/07/Whistle-Blower-Policy-

PCCPL.pdf.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested, and no reportable material weaknesses in the design or operation were observed. Further details of the internal control systems are provided in the Management Discussion & Analysis which forms part of this Annual Report.

MANAGEMENT POLICY

Pursuant to Schedule V of Listing Regulations, the

Company has set up a Risk Management Committee, to monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. The details of theCommittee or material orders have and its terms of reference are set out in the Corporate Governance Report, forming part of the Board's Report.

The Company has implemented a mechanism for risk management and formulated a Risk Management Policy which is posted on the website of the Company at https://www.punjabchemicals.com/wp-content/ uploads/2018/07/Risk-Management.pdf. The said policy provides for creation of a risk register, identification of risks and formulating mitigation plans. Major risks identified by the business and functions are systematically addressed through mitigation actions on a continuing basis. The risk register is refreshed periodically to ensure that the risks remain relevant at all times and corresponding mitigation measures are timely and effective so that the risk profile is within identifiedtolerance levels. Further, the Board is apprised of any actual / emergent risk that may threatenthelong e from the term plans of the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS of auditors'

MADE WITH RELATED PARTIES

All related party transactions entered into during the year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict

Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee. Detailed disclosure on related party transactions as per Ind AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements.

Disclosure on related party transactions on half year basis is also submitted to the stock exchanges. The policy on related party transactions as approved by the Board is available on the website of the Company at following link https://www.punjabchemicals.com/wp-content/uploads/2022/04/Related-Party-Policy-2022. pdf.

16. INSURANCE

All the properties and operations of the Company, to its best judgment have been adequately insured.

The Company has also taken Directors and Officers

Liability insurance policy.

THE REGULATORS OR COURTS passed by No significant the Regulators, Courts or Tribunals that impact the going concern status and future operations of the Company.

18. AUDITORS' REPORTS AND AUDITORS a. STATUTORY AUDITORS

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the shareholders. In line with the requirements of the Companies Act, 2013,

Statutory Auditor M/s B S R & Co. LLP Chartered

Accountants, (Firm Registration No. 101248W/W- 100022), were appointed as Statutory Auditor of the Company at the 46th AGM held on August 10, offi of the said 2022tohold meeting till the conclusion of the 51^st AGM to be held in the year 2027. The requirement of annual appointment at the AGM has ratification been omitted pursuant to Companies (Amendment)

Act, 2017, notified on May 7, 2018.

During the year, the Statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013, the codewith theinterestofthe of Ethics issued by Institute of Chartered

Accountants of India and have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark, hence no comments required. The report is enclosed with the financial statements in this Annual Report.

However, the Statutory Auditors have "Observations" under Clause 2B(f) of Report on the Other Legal &

Regulatory Requirements in the Standalone and Consolidated Auditors Report.

The Board after consideration has given the following explanations and comments on the "Observations" of Statutory Auditors in the Auditors Report:

The Company was using accounting software as on the beginning of the year till November 30, 2023 for maintaining its books of account and having audit trail feature. Thereafter effective from December 1, 2023, the Company migrated to another accounting software for maintaining its books of account having feature of recording audit trail and which has been activated for all transactions recorded in the software and that there has been no instance of the audit trail feature being tampered.

However it was observed by the Auditors that audit trail (edit log) was not enabled, appropriately at the database level and for certain tables at application level, for the newly migrated software.

The Company has assured that they are further strengthening the newly migrated accounting software to enable audit trail and the process will be completed in the financial year 2024-2025.

In addition, in relation to controls at service organization for accounting software used for maintaining books of account relating to payroll which are operated by a third-party software service provider the Company has raised the matter with the service provider to report in detail the controls at the database layer and expects full reporting in the financial year 2024-2025.

b. SECRETARIAL AUDITORS

M/s. P.S. Dua & Associates, Company Secretaries

(CP No. 3934) were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules made there under.

The Secretarial Audit Report is annexed to this report. The Secretarial Auditors' Report for the year under review does not contain any qualification, reservation or adverse remark, hence no comments required.

Further, the Board upon recommendation of the Audit Committee has reappointed M/s. P.S. Dua &

Associates, Company Secretaries (CP No. 3934), as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25, in terms of Section 204 of the Companies Act, 2013 and Rules there under.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. The Annual Secretarial Compliance Report has been submitted to the stock exchanges within the prescribed time.

c. COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants were appointed as Cost Auditors of your Company for auditing the cost accounts records for the financial year 2023-24 under provisions of Section 148 of the Companies Act, 2013. Further the Company has made and maintained proper cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013 for its business activities carried out during the year.

Furthermore, the Board of Directors upon recommendation of the Audit Committee appointed M/s Khushwinder Kumar & Co. Cost Accountant,

Jalandhar (Firm Registration No. 100123) as the

Cost Auditor of the Company to conduct audit of the cost accounts of all the Divisions of the Company for the financial year 2024-25. They have submitted a f eligibility for the re-appointment. certificate In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)

Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, the required resolution of the remuneration to be paid to forratification the Cost Auditor has been proposed at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs and the Cost Audit Report for the financial year 2023-24 will be filed before the due date.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a. Independent Directors

As on March 31, 2024, the Company has five

Independent Directors on its Board, including two

Woman Independent Director. Mr. Mukesh Dahyabhai Patel (DIN: 00009605), Mr. Vijay Dilbagh Rai (DIN: 00075837), Mr. Sheo Prasad Singh (DIN: 06493455), Ms. Aruna Rajendra Bhinge (DIN: 07474950) and Ms. Tara Subramaniam (DIN: 07654007). The Board at its meeting held on August 3, 2023 based on the recommendation of Nomination and Remuneration Committee appointed Ms. Tara

Subramaniam (DIN: 07654007) as Additional Director (under the category of Non-Executive Independent Director) of the Company with effect from August 3, 2023 for a first term of five years and was further regularized as Independent Director by obtaining shareholders approval through Postal Ballot on

September 26, 2023.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Director's Database maintained by the IICA (The

Indian Institute of Corporate Affairs). In the opinion of the Board, all the Independent Directors of the

Company possess the requisite qualifications, integrity, expertise and experience, including competence.

b. Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mr. Shivshankar Shripal Tiwari (DIN: 00019058), the Non-Executive and Non-Independent Director, whose office being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment. The notice convening the 48^th AGM, to be held on Friday,

August 2, 2024, sets out the details.

c. Re-designation Independent Directors and continuation of their directorships beyond the age of 75 years in terms of Regulation 17(1A) of SEBI Listing Regulations, 2015

The members of the Company in the 43^rd Annual General Meeting held on August 13, 2019 have appointed Mr. Mukesh Dahyabhai Patel (DIN:

00009605) and Mr. Vijay Dilbagh Rai, (DIN: 00075837) as an Independent Directors of the Company for second term of five (5) years up to the conclusion of 48^th Annual General Meeting.

Therefore, their second term of five year is expiring at this Annual General Meeting.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, a person cannot continue as an Independent Director in a company for more than two consecutive terms of five years and can be eligible to be re-appointed as an Independent Director in the company only after the expiry of the cooling period of three years.

Hence, they are not eligible to continue as an

Independent Director in the Company.

In the opinion of the Board, the services of

Mr. Mukesh Dahyabhai Patel (DIN: 00009605) and Mr. Vijay Dilbagh Rai, (DIN: 00075837) as an

Independent Directors are highly commendable and their continued association would be of immense benefit to the Company. The Company desirous to make them as part of the Board in future also.

Therefore, in view of their rich experience and long association with the Company, the Board decided that they may be appointed as a Non-Executive Non-Independent Director and their services can be availed as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

In this effect the Company has received their consent in writing to act as Non-Executive Non-

Independent Director instead of Independent

Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 pursuant to terms of the Companies (Appointment

& Qualification of Directors) Rules, 2014, to the effect that they are not disqualified as per Section 164(2) of the Companies Act, 2013; and declaration that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Therefore, keeping in view of above and based on the recommendation of the Nomination and liable to retire attheensuing AGM, Remuneration Committee, the Board of Directors of the Company, in its meeting held on May 6, 2024, approved the change in designation of Mr. Mukesh Dahyabhai Patel (DIN: 00009605) and Mr. Vijay Dilbagh Rai, (DIN: 00075837) from Non-Executive Independent Director to Non-Executive Non-

Independent Director of the Company, liable to retire by rotation with effect from August 2, 2024, subject to the approval of the Members of the Company at the ensuing Annual General Meeting. Further, the Company has also proposed Special Resolutions for continuation of their directorship beyond 75 years of age in the ensuing Annual

General Meeting in accordance with the provisions of Regulation 17 (1A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended vide SEBI (Listing Obligations and Disclosure

Requirements) (Amendment) Regulations, 2018.

d. Relationship / Transaction with Company

The Directors of the Company had no pecuniary relationship or transactions with the Company except as mentioned in Note no. 43 of the

Standalone and Consolidated Financial Statements.

Details and brief resume of the Director seeking reappointment required by prevailing regulations and rules are furnished in the Notice convening the

Annual General Meeting forming part of the Annual Report.

Other details of all the Directors have been given in the Corporate Governance Report attached to this Report.

e. Board Diversity

The Company recognizes and embraces the importance of diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, and knowledge. Skill and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage.

Additional details on Board diversity are available in the Corporate Governance Report that form part of this Annual Report.

f. Number of meetings of the Board of Directors

The Board meetings are planned normally in advance in consultation with the Directors. During the Financial Year 2023-24, the Board met 6 times within the prescribed intervening time gap as provided in the Companies Act, 2013. The details of the Board meetings are given in the Corporate Governance Report that forms part of this Annual Report.

g. Annual Evaluation of Board and its Committees and of Individual Directors

As per Companies Act, 2013 and Listing Regulations, the Board has adopted a formal mechanism for evaluating its performance and as well as that of its committees, individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board, its committee & members, their experience & competencies, performance of specific duties & obligations, governance. Broadly the performance of Non-Independent/Executive/

Whole Time Director(s) was evaluated on the basis of their own performance, expertise, intelligence, their qualitative & quantitative contribution towards operational achievements, organizational performance etc. The performance of Non-

Executive Independent Directors were evaluated on the basis of their constructive participation in Board/Committee/ General meetings, their informed & balanced decision making, ability to monitor financial controls, systems & certain allied parameters. The annual performance evaluation of various Board Committees constituted under Companies Act & Listing Regulations was made on the basis of their respective terms of reference, discharge of functions, governance etc.

The separate Meeting of Independent Directors was held on March 22, 2024 to review the performance of Non-Independent directors including the

Chairman and the Board as a whole as per Code of

Independent Directors under Companies Act, 2013 and Listing Regulations. The Independent Directors also reviewed the quality, content and timeliness of follow of information between Management and the Board.ThePerformanceEvaluationPolicyoftheBoard of Directors is uploaded on the Company's website at following link https://www.punjabchemicals. com/wp-content/uploads/2018/07/Nomination-and-Remuneration-Policy.pdf.

h. Details of Familiarisation Programme

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates on the chemicals industry and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, Chemicals industry, Company's Global strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on the Company's website at https://www.punjabchemicals.com/wp-content/ uploads/2024/04/Familarisation-Programme-for-Independent-Directors-FY-2023-24.pdf.

i. Committees of the Board

Pursuant to the requirements under the Companies Act and the Listing Regulations, the Board has constituted the following committees:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination & Remuneration Committee

d. CorporateSocialResponsibility(CSR)Committee e. Risk Management Committee

The details of the Committees viz. Composition, number of meetings held and attendance of the Committee Members in the meetings are given in the Corporate Governance Report forming part of this Annual Report.

j. Key Managerial Personnel [‘KMP']

There was no change in Key Managerial Personnel during the year under review.

As on March 31, 2024, the Company has the following Key Managerial Personnel as per section

2(51) of the Act:

Mr. Shalil Shashikumar Shroff, Managing Director

Mr. Vinod Kumar Gupta, Chief Executive Officer

Mr. Ashish Ramdas Nayak, Chief Financial Officer

Ms. Rishu Chatley, Company Secretary and

Compliance Officer

20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Board is fully balanced with required numbers of Executive and Independent Directors. As on

March 31, 2024 the Board consists of 9 Members, 1 (one) of whom is Executive Director, 3 (three) Non Executive Non Independent Directors and 5 (five) Independent Directors including two women directors. The requirement of reconstitution of the Board is evaluated from time to time.

Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy under Section 178 (3) of the Companies Act, 2013 which lays down criteria for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, Key Managerial Personnel and senior management level including the appointment of personnel one level below the Key Managerial Personnel.

The same can be viewed on our site at following link https://www.punjabchemicals.com/wp-content/ uploads/2018/07/Nomination-and-Remuneration-

Policy.pdf.

21. EMPLOYEES AND INDUSTRIAL RELATIONS

The Board of Directors and the Management are extremely thankful to all the employees for their commitment, competence and dedication in the affairs of the Company. The relation between the management and employees is transparent, healthy and cordial.

The Welfare Schemes viz. preventive health checkup, medical facilities in the factory premises, are used extensively by all categories of the employees. The Company organises Sports events for the employees for a healthy environment and developing the quality of sportsmanship among them.

The Board of Directors are pleased and place on record its appreciation for all categories of employees for their sincere efforts and the sense of belongingness and commitment towards the Company. The management took all required efforts to keep them safe and educated.

22. PARTICULARS OF EMPLOYEES

The disclosure in terms of the provisions of Section

197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, and the name and details of employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 and other details of the concerned employees forms an integral part of this report.

23. PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

The Company has created and maintained a secured work environment for the employees. The endeavour of the Company is to give a free and cordial atmosphere without harassment, exploitation and intimidation to all businesscontrols are adequate associates of the Company. To empower women and protect women against sexual harassment, a policy for

Prevention and Redress of Sexual Harassment is in place which is posted on the Company's website at following link https://www.punjabchemicals.com/wp-content/ uploads/2024/01/POSH-Policy.pdf. The Company has also constituted an Internal Complaints Committee (ICC) across its all locations to consider and resolve all sexual harassment complaints reported as per legal guidelines. The ICC has been constituted as per the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGO or with relevant experience and a senior woman employee is the presiding officer. More than half of the total members of the ICC are women. Employees can approach / report sexual harassment instance, if any, at the workplace to ICC to look into the same and facilitate free and fair inquiry process with clear time lines. ICC is not only restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Business Responsibility and Sustainability Report of this Annual Report.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under sub section 3 (c) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation / disclosure relating to material departures, if any;

b) the Directors have selected such accounting policies, 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 as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

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 of the Company on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that are such internal financial 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 operating effectively.

SUSTAINABILITY REPORT i. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the Listing

Regulations, a Management Discussion and Analysis Report forms part of this Report. The state of the and affairs of the business along with the financial operational developments have been discussed in detail in the Management Discussion and Analysis Report.

ii. REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. The Report on Corporate Governance in accordance with Rules 34(3) read with para C of

Schedule V of Listing Regulations forms an integral part of this Report.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

iii. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 "Business Responsibility &

Sustainability Report" (BRSR) forms part of this Report.

26. COMPLIANCE WITH SECRETARIAL STANDARDS has TheBoardofDirectors complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India

["ICSI'] relating to the meetings of the Board and General

Meetings.

27. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the

Companies (Management and Administration) Rules,

2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is available at https://www.punjabchemicals.com/wp-content/ uploads/2024/06/Annual-Return-MGT-7.pdf

28. EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

29. OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

4. During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

5. The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

30. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, no unclaimed dividend was required to transfer in the Investor Education and Protection Fund of IEPF Authority.

31. STATE OF AFFAIRS OF THE COMPANY

The State of Affairs of the Company is presented as part of the Management Discussion and Analysis Report in a separate section forming part of this Report, as required under the SEBI (Listing Obligations and Disclosure

Requirement) Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.