Petro Carbon & Chemicals Ltd Directors Report

Your Directors present their 18th Annual Report on the business and operations of the Company and along with Audited Standalone and Consolidated Financial Statements together with Auditors Report for the financial year ended 31st March, 2025.

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Particulars	Standalone		Consolidated
	Year ended 31st March, 2025	Year ended 31st March, 2024	Year ended 31st March, 2025
Revenue from operations	29,597.12	53,864.02	29,597.12
Other Income	380.18	171.39	380.18
Total Income	29,977.30	54,035.41	29,977.30
(Less): Expenditures	28,249.60	41,307.59	28,250.39
Profit before Finance Costs, Tax, Depreciation/ Amortization (PBITDA)	1,727.70	12,727.82	1,726.91
(Less): Finance Cost	708.25	840.79	708.25
Profit before Tax, Depreciation/ Amortization (PBTDA)	1,019.45	11,887.03	1,018.66
Less: Depreciation & Amortization	278.92	207.30	278.92
Profit before Prior Period Items and Tax	740.53	11679.73	739.74
Add/(Less): Prior Period Items	-	33.69	-
Profit Before Tax (PBT)	740.53	11,713.42	739.74
Less: Tax Expense	(206.54)	3467.42	(206.54)
Net Profit after Tax (PAT)	947.07	8,246.00	946.28

*(previous year figures are not available as two new wholly-owned subsidiaries were incorporated during the FY 2024-25). THE COMPANYS STATE OF AFFAIRS

Financial Year 2024-25 was a challenging year for the Company. During the FY 2024-25 the Company achieved standalone turnover of Rs.29,597.12 lakhs as against Rs.53,864.02 lakhs of previous financial year and consolidated turnover of Rs.29,597.12 lakhs for the FY 2024-25.

Further, Profit Before Tax (PBT) for FY 2024-25 was Rs.740.53 Lakhs as against Rs.11,713.42 Lakhs in the previous FY 202324, registering an decrease of 93.67% due to reduction in sales volume, lower realisations, lower production, reduced selling prices of CPC and consequently the gross profit margin, and consolidated PBT for the FY 2024-25 stood at Rs.739.74 lakhs.

Similarly, the Profit After Tax (PAT) for FY 2024-25 was Rs.947.07 Lakhs as against Rs.8,246.00 Lakhs in FY 2023-24, registering an decrease of 88.51%, for the reasons mentioned above and registering the gross profit margin and consolidated PAT for the FY 2024-25 at Rs.946.28 lakhs.

Production of CPC for fiscal year 2024-25 was 84,305.500 MT against 91,541.200 MT in financial year 2023-24. DIVIDEND

In order to conserve resources for future expansion and working capital requirements, your Directors have decided not to recommend any dividend for the financial year under review.

CAPITAL STRUCTURE

The Company has one class of issued share i.e. ordinary equity share of face value of Rs.10/- each.

As on 31st March 2025, the authorised share capital is Rs.26,00,00,000/- (Rupees Twenty six Crores only) divided into 2,60,00,000 equity shares of Rs.10/- each and paid-up share capital of the Company stood at Rs.24,70,00,000/- (Rupees Twenty four crores seventy lakhs only) divided into 2,47,00,000 equity shares of Rs.10/- each.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

TRANSFER TO RESERVES

No amount has been transferred to the reserves by the Board during the year under review.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

The Draft Red Herring Prospectus filed by the Company got the Stock Exchange (National Stock Exchange Limited) approval on 6th June, 2024. The Company filed the Red Herring Prospectus on 18th June, 2024 and the Prospectus was filed with the exchange on 28th June, 2024. The Equity shares of the Company got listed on the NSE Emerge Platform on 2nd July, 2024.

During the FY 2024-25, 10 Mega Watt Power Plant was commissioned at the Haldia Factory of the Company on 6th March, 2025 and the Company has incurred Capital Expenditure of Rs.7,111.77 lakhs for the same.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2025 TILL THE DATE OF THIS BOARD REPORT

The Company has got approval of Ministry of Environment, Forest and Climate Change, Government of India, vide their letter dated 23rd April, 2025, for proposed expansion project of the existing plant located in Haldia, West Bengal by installation of 72,000 TPA Electrically Calcined Anthracite Plant, 60,000 TPA Coal Tar Distillation Plant and 48,000 TPA by revamping of Old Carbon Paste Plant.

Other than above there has been no material changes and commitments that have occurred after the closure of the year till the date of this Report, which may affect the financial position of the Company.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY

There were no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the ongoing concerns status of the Company and its future operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANYS FINANCIAL STATEMENTS

Your Company has in place adequate internal control procedures which is commensurate with the size and nature of business. Your Company recognizes that any internal financial control framework, has inherent limitations and accordingly, regular audit and review processes are in place, on an ongoing basis.

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are reviewed and monitored on a regular basis.

DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANYS SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE

During the year under review, two wholly-owned subsidiaries of the Company have been incorporated, namely:-

i) ACL Alchemy Private Limited

ii) ACL Advanced Materials Private Limited

SUBSIDIARIES

As on 31st March, 2025 Company has 2 (two) wholly-owned subsidiaries:

i) ACL Alchemy Private Limited was incorporated as wholly-owned subsidiary of the Company, with the object, inter alia, to be engaged in manufacturing and trading of chemicals.

ii) ACL Advanced Materials Private Limited was incorporated as wholly-owned subsidiary of the Company, with the object, inter alia, to be engaged in manufacturing and trading of chemicals.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

DEMATERIALISATION OF SHARES

100% of the Companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2025. The Companys Registrar and Share Transfer Agent is M/s. Bigshare Services Private Limited, having their registered office at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai - 400093, Maharashtra.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Vishal Atha, Managing Director as Chairman of the Committee, Mr. Amit Ganatra, Independent Director and Mr. Bharat Atha, Non-Executive Director as its Members. The Committee indicates the activities to be undertaken by the Company, recommends the amount of expenditure to be incurred on the activities and monitors the Corporate Social Responsibility Policy of the Company from time to time.

In terms of Section 135(5) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend an amount of Rs.86.88 Lakhs. During the financial year ended 31st March, 2025, the Company has spent Rs.87.77 Lakhs.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2024-25 together with the progress thereon and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in “Annexure - A” to this Report.

STATUTORY AUDITORS

M/s. D. K. Chhajer & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at 17th Annual General Meeting of the Company held on 27th September, 2024 for a period of 5 (five) years i.e. from the conclusion of the said 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company, to conduct audit of accounts of the Company from the financial year 2024-25 till the financial year 2028-29, at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the financial year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

Internal Audit of the records of the Company has been undertaken by M/s Grant Thornton Bharat LLP, Chartered Accountants, for the financial year ended 31st March, 2025. For the financial year 2025-26, the Board of Directors of the Company which also had the recommendation of the Audit Committee, re-appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants, as the Internal Auditors of the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company had appointed M/s. Patnaik & Patnaik, Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the Secretarial Audit of the Company for the financial year ended 31st March, 2025.

Secretarial Audit Report for the financial year ended 31st March, 2025, along with “Annexure - A”, dated 30th July, 2025 (in the prescribed Form No. MR-3) as given by the secretarial auditors, M/s Patnaik & Patnaik, Company Secretaries, is annexed hereto and forms part of this Board Report as “Annexure- B”. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

COST RECORDS

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is applicable to the Company as the company falls under the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the Company has maintained cost records as specified.

COST AUDITOR

The Board of Directors of the Company have appointed M/s. N. Radhakrishnan & Co., Cost Accountants to conduct Cost Audit of the Companys cost records for the financial year 2024-25. The remuneration of Cost Auditor is subject to ratification by the shareholders at the ensuing Annual General Meeting, for which necessary resolution has been included in the notice of this Annual General Meeting.

VIGIL MECHANISM / WHISLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has formulated a Vigil Mechanism/Whistle Blower Policy for the Directors and employees to report genuine concerns and under such mechanism the affected persons shall inform the matter to the Chairman of the Company who has been assigned with a duty to ensure compliance with the Vigil Mechanism/Whistle Blower Policy and also to ensure adequate safeguard against victimization of director(s) or employee(s) or any other person(s) who avails the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2024-25 is available at the Companys website at https://pccl.in/wp-content/uploads/2025/08/ Annual-Return-FY-2024-2025.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, are as under:-

A. CONSERVATION OF ENERGY:

1. Power & Fuel Consumption

PARTICULARS	Current Year	Previous Year
1. Electricity
a. Purchased - Units (Kwh)	15,50,782	13,17,557
- Total Amount (Rs.)	1,28,68,288	1,08,49,805
- Average Rate/Unit (Rs./Kwh)	8.30	8.23
b. Own generation
(CPC Plant)
i) Through diesel generator
Unit (Kwh)	5,892	6,166
Unit per litre Of Diesel	2.68	2.20
Cost per Unit (Rs./Kwh)	33.88	41.85
(CPP Plant)
ii) Through diesel generator
Unit (Kwh)	6,659	NIL
Unit per litre Of Diesel	3.16	NIL
Cost per Unit (Rs./Kwh)	28.59	NIL
ii) Through steam turbine/generator
Unit Produced (Kwh)	37,29,920.00	NIL
Steam produced (Mt)	15,187.80	NIL
2. Coal (specify quality and where used)
(Includes Indigenous and Imported Coal and is used in the manufacturing process as reductant)
Quantity (Mt)	NIL	NIL
Total Cost	NIL	NIL
Average Rate (Rs./Mt)	NIL	NIL
3. Diesel Oil
Quantity (Ltrs) (CPC-5,526 Ltrs & CPP-5,000 Ltrs)	10,526	6,230
Total Cost	9,55,060	5,73,658
Average Rate (Rs./Ltrs)	90.73	92.08
4. Light Diesel Oil
Quantity (KL)	61.865	39.661
Total Cost	38,55,732	25,39,585
Average Rate (Rs./KL)	62,325	64,032

2. Consumption per unit of production

PARTICULARS	Current Year	Previous Year
Electricity Purchase (KWH)	21.06	17.28
Diesel Oil (LTRS)	0.14	0.08
Light Diesel Oil (KL)	0.0008	0.0005

B. RESEARCH & DEVELOPMENT:

1. Specific areas in which the company carried out R & D : N.A.

2. Benefits derived as a result of above R & D : N.A.

3. Future plan of action : The Company is planning to use Heavy Creosote Oil in place of Furnace Oil during production. There will be substantial saving.

4. Expenses on R & D :

The expenditures on development work carried out by the concerned division are of continuous in nature. Expenditure on R & D

- Capital	NIL
- Recurring	NIL
- Total	NIL
- Total R & D expenditure as a percentage of total turnover	NIL

C. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

1. Efforts in brief made towards technology absorption, adaptation and innovation: The Company has fully absorbed the technology on existing product line.

2. Benefits derived as a result of the above efforts: Increase of plant productivity, cost reduction, energy saving, etc.

3. IN CASE OF IMPORTED TECHNOLOGY: The Company did not import any technology during last year.

Technology imported : N.A.

Year of import : N.A.

Has technology been fully absorbed : N.A.

If not fully absorbed, areas where this has not taken place, reasons therefore and the plan of action : N.A.

4. FOREIGN EXCHANGE EARNINGS & OUTGO:

Earnings : NIL (INR)

Outgo : 2,89,97,133 (INR)

CREDIT RATING

The credit rating of your Company for long term facilities is IND/BBB/Stable and for short term facilities is IND BBB/Stable/IND A3+. DIRECTORS

The Board has adequate combination of Executive, Non-Executive and Independent Directors. As on 31st March, 2025, there are 2 (Two) Executive, 2 (Two) Non-Executive and 3 (Three) Independent Directors.

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vishal Atha, (DIN: 00916400) 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 your Company recommends the above re-appointment.

During the year under review, Mr. Rudra Sen Singh (DIN: 06824502) was re-appointed as a Whole-Time Director of the Company, designated as an Executive Director (Operations), for a period of 1 (one) year w.e.f. 2nd May, 2024 by the Board of Directors of the Company at their meeting held on 19th April, 2024. Subsequently, the Members at the 17th Annual General Meeting held on 27th September, 2024, approved the said re-appointment of Mr. Rudra Sen Singh, Whole-Time Director of the Company. Accordingly, his tenure as Whole-Time Director concluded on 1st May, 2025.

Further, Board of Directors at their meeting held on 2nd May, 2025, re-appointed Mr. Rudra Sen Singh (DIN: 06824502) as a Whole-Time Director of the Company, designated as an Executive Director (Operations), for a further period of 1 (one) year w.e.f. 2nd May, 2025, subject to approval of the shareholders at ensuing Annual General Meeting of the Company.

Necessary resolutions seeking approval of the shareholders for the above purposes have been incorporated in the notice convening this Annual General Meeting.

Besides the above, no changes took place in the directorship of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

B) Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Necessary confirmations were also taken from the afore-mentioned Independent Directors in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended thereto.

The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions specified in the Act and Listing Regulations and are independent of the management. The Independent Directors have complied with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

BOARD MEETINGS HELD DURING THE YEAR

During the financial year, the Board met 8 (Eight) times and in respect of such meetings, proper notice was given and the proceedings were properly recorded and signed including the resolutions passed in the Minutes Book maintained for the purpose.

The Board met on 19.04.2024, 18.06.2024, 28.06.2024, 28.06.2024, 22.07.2024, 29.08.2024, 13.11.2024 and 24.02.2025. The attendance of the Directors at the Board Meetings was as follows:

Directors	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Vishal Atha	8	8
Mr. Bharat Atha	8	5
Mr. Rudra Sen Singh	8	7
Ms Mamta Binani	8	8
Ms Ramya Hariharan	8	6
Mr. Amit Ganatra	8	7
Mr. Viral Kishorkumar Shah	8	8

AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE AND CSR COMMITTEE

(i) AUDIT COMMITTEE

The composition of the Audit Committee is in accordance with the provisions of the Section 177 of the Act. It comprises of 3 (three) members, of which majority are Independent Directors including the Chairman of the Committee.

All the members of the Audit Committee are financially literate and possess requisite qualifications. The Chief Financial Officer and Business Heads of the Company attend Meetings of the Audit Committee as invitees, as and when required.

During the financial year 2024-25, the Audit Committee met 6 (six) times in compliance with the various provisions of the Act/ Listing Regulations. All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.

The Audit Committee met on 19.04.2024, 18.06.2024, 28.06.2024, 22.07.2024, 13.11.2024 and 24.02.2025. Composition of the Audit Committee as on 31st March, 2025 and attendance during the FY 2024-25 are hereunder:

Name	Position in Board	Designation	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Amit Ganatra	Independent Director	Chairman	6	5
Mr. Viral Kishorkumar Shah	Independent Director	Member	6	6
Mr. Vishal Atha	Chairman and Managing Director	Member	6	6

(ii) NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is in accordance with the provisions of the Section 178 of the Act. It comprises of 3 (three) members, of which majority are Independent Directors including the Chairman of the Committee.

The Nomination & Remuneration Committee met on 19.04.2024 and 29.08.2024.

Composition of the Nomination & Remuneration Committee as on 31st March, 2025 and attendance during the FY 2024-25 are hereunder:

Name	Position in Board	Designation	No. of Meeting entitled to attend	No. of Meetings attended
Ms. Ramya Hariharan	Independent Director	Chairman	2	2
Mr. Bharat Atha	Non-Executive Director	Member	2	2
Mr. Amit Ganatra	Independent Director	Member	2	2

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in accordance with the provisions of the Section 178 of the Act. It comprises of 3 (three) members, of which majority are Independent Directors including the Chairman of the Committee.

The Stakeholders Relationship Committee met on 13.03.2025.

Composition of the Nomination & Remuneration Committee as on 31st March, 2025 and attendance during the FY 2024-25 are hereunder:

Name	Position in Board	Designation	No. of Meeting entitled to attend	No. of Meetings attended
Mr. Vishal Atha	Managing Director	Chairman	1	1
Mr. Bharat Atha	Non-Executive Director	Member	1	1
Mr. Amit Ganatra	Independent Director	Member	1	1

(iv) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Act. The Committee comprises of 3 (three) members, one being Independent Director and other two are Executive Directors of the Company.

The Corporate Social Responsibility Committee assists the Board in effectively discharging the Companys corporate social responsibilities.

The Corporate Social Responsibility Committee met on 19.04.2024 and 13.03.2025.

Composition of the Corporate Social Responsibility Committee as on 31st March, 2025 and attendance during the FY 2024-25 are hereunder:

Name	Position in Board	Designation	No. of Meeting entitled to attend	No. of Meetings attended
Mr. Vishal Atha	Managing Director	Chairman	2	2
Mr. Bharat Atha	Non-Executive Director	Member	2	2
Mr. Amit Ganatra	Independent Director	Member	2	2

LOANS, GUARANTEES AND INVESTMENTS

The loan given by the Company are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan given and investment made are provided in the Note Nos. 12 & 29.20 to the Financial Statements of the Company. During the year Company has not given any guarantee and/or security.

RELATED PARTY TRANSACTIONS AS REQUIRED UNDER SECTION 188(1) OF COMPANIES ACT, 2013

The related party transactions are in the normal course. None of them are material in nature and hence approval of the same from the shareholders is not required. Form AOC-2 is annexed as “Annexure- C” with this Board Report forming an integral part of it.

INSOLVENCY AND BANKRUPTCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial year is not applicable.

WEBSITE OF THE COMPANY

The Company maintains a website www.pccl.in where detailed information of the Company and its products are provided. LISTING WITH STOCK EXCHANGE

The Equity shares of the Company got listed on the NSE Emerge Platform on 2nd July, 2024.

PREVENTION OF INSIDER TRADING

From the date of listing of its equity shares on the NSE Emerge Platform, pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Companys website at www.pccl.in.

Further, as per the provisions of Regulation 3 of PIT Regulations the structured digital database (SDD) is maintained by the Company in The PIT Archive Compliance Software for the purpose of maintaining record of unpublished price sensitive information (“UPSI”) shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

CORPORATE GOVERNANCE

Given that the company is listed on the NSE Emerge Platform, the requirement of compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Corporate Governance is not applicable to the Company.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act, 2013 (“Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, dividends which remains unpaid or unclaimed for a period of 7 (seven) years from the date of transfer to unclaimed dividend account are required to be transferred to the Investors Education and Protection Fund. There were no unclaimed/ unpaid dividend liable for transfer to the Investors Education and Protection Fund for the reporting Financial Year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for financial year 2024-25 is not applicable on the Company.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to identify, evaluate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The Company is majorly exposed with raw material price volatility risk, foreign exchange risk and interest rate risk. The Company has, laid down procedures to inform the Board of Directors about risk assessments and its minimization procedures. Considering these risks the Board has framed and implemented the Risk Management Plan for the Company to the extent it was possible, feasible and practical.

The formation of Risk Management Committee is not applicable to the Company as the requirement is applicable to only top 1000 listed entities as per Regulation 21 of SEBI (LODR) Regulations, 2015.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 stating therein the Companys policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination & Remuneration Committee and approved by the Board of Directors. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully.

The said policy may be referred to, at the Companys official website at https://pccl.in/wp-content/uploads/2024/03/Nomination- and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of Section 178 of the Act and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Directors individually.

The Independent Directors of the Company, at their separate meeting held on 13th March, 2024, have reviewed the performance of Non-Independent Directors, the Board as a whole and also the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors.

The review of performance of Non-Independent Directors was done, on various parameters, such as skill, competence, experience, degree of engagement, ideas & planning, leadership qualities, attendance at meetings etc.

The Boards performance was reviewed on various parameters, such as adequacy of the composition of the Board, Board culture, effectiveness of the Boards process, information and functioning, appropriateness of qualification & expertise of Board members, inter-personal skills, ability to act proactively, managing conflicts and crisis situations, roles and responsibilities of Board members, appropriate utilization of talents etc.

The evaluation of performance of the Chairperson of the Company was conducted on various parameters, such as leadership quality, strategic perspective, capability, availability, clarity of understanding, ability to encourage deliberations, degree of contribution, etc.

The Nomination and Remuneration Committee of the Board, based on the report of the Independent Directors, evaluated the performance of the Non-Independent Directors. The said Committee members also evaluated the performance of the Independent Directors of the Company, based on the reports of the Executive Directors, considering their requisite skills, competence, experience, knowledge of the regulatory requirements etc. The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination and Remuneration Committee, evaluated its own performance, the performance of Board Committees and of the Directors individually, after seeking inputs from all the Directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively in decision making.

DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER PARTICULARS AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure - D” and forms part of this Report. In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee was in receipt of remuneration in excess of One Crore and two lakh Rupees per year during the year under review. Further as required under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in “Annexure E” and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report are annexed as “Annexure - F”.

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

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint in respect of sexual harassment during the financial year 2024-25 nor was any complaint pending at the beginning or end of the financial year 2024-25.

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

NUMBER OF EMPLOYEES

As on 31st March, 2025, number of employees were as follows :

Male :	80
Female :	4
Transgender :	0

MATERNITY BENEFITS

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

LISTING FEES

The Equity Shares of the Company got listed on NSE Emerge Platform on 2nd July, 2024. The Company has paid the applicable listing fees to the National Stock Exchange for the Financial Year 2025-26.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states:-

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2025 and of the profit of the Company for that period.

iii) That the Directors had 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.

iv) That the Directors have prepared the accounts for the financial year ended 31 st March, 2025 on a going concern basis.

v) That the Directors had laid down internal financial controls, which are to be followed by the Company, and that such internal financial controls are adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

SECRETARIAL STANDARDS

Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ONE TIME SETTLEMENT

During the year under review there was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5)(xii) of Companies (Accounts) Rules, 2014 do not arise.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees.

		For and on behalf of the Board
		Petro Carbon and Chemicals Limited
		Sd/-	Sd/-
		Vishal Atha	Rudra Sen Singh
Place	: Kolkata	Managing Director	Wholetime Director
Date :	13th August, 2025	(DIN : 00916400)	(DIN: 06824502)