PCBL Chemical Ltd Directors Report

DEAR SHAREHOLDERS,

Your Board of Directors are pleased to present the 65 th Integrated Report on business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended 31 March, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31 March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

The summarised financial highlight is depicted below:

(Rs. in Crores)

Particulars	Standalone		Consolidated
Year ended	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	5576.05	5904.63	818930	8404.25
PBDIT & Exceptional items	752.86	1039.41	1081.56	1384.17
Less: Finance cost	253.23	278.16	422.98	460.91
PBDT & Exceptional items	499.63	761.25	658.58	923.26
Less: Depreciation	165.32	156.98	372.76	345.68
PBT & Exceptional items	334.31	604.27	285.82	577.58
Less: Exceptional items	12.45	-	25.04	0.52
PBT	321.86	604.27	260.78	577.06
Tax expense	86.04	153.21	62.74	142.39
PAT	235.82	451.06	198.04	434.67
Earnings Per Equity Share (FV Re. 1/- Per Sh.) (EPS) (in Rs.)	6.14	11.95	5.15	11.51
Earnings Per Equity Share (FV Re. l/- Per Sh.) (EPS) (in Rs.) (Diluted)	6.12	11.92	5.13	11.48

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

There has been no change in nature of business of your Company.

PERFORMANCE OVERVIEW

Financial Year 2025-26 was a year in which your Company demonstrated the resilience of its business model and the strength of its customer franchise. The operating backdrop was among the most demanding the carbon black industry has faced in recent years: global benchmark spreads softened as the industry absorbed surplus capacity, the domestic market carried excess capacity through much of the year, and the escalation of the West Asia conflict from February 2026 triggered a steep increase in feedstock, ocean-freight and packing costs. Brent crude, to which the Companys principal raw material is directly linked, moved from around US $60 per barrel in early January 2026 to above US $100 per barrel by the end of March 2026.

Against this backdrop, the Company delivered record carbon black volumes, all-time-high power generation, commissioned major new capacity and materially strengthened its balance sheet - all while maintaining uninterrupted supply to every customer. The impact of the year was confined to per-unit realisations and margins, much of it timing-related: a significant share of volumes flows through formula-based contracts with tyre majors that carry an inherent quarter-lag, so the cost passthrough, though under way, could not fully catch up within the year. Volumes at record levels, the franchise intact, and a temporary, largely recoverable margin compression-that is the central theme running through the commentary below.

Standalone Basis

Your Company recorded an EBITDA of Rs. 753 Crores in FY 2025-26, compared to Rs. 1,039 Crores in the previous year, while Profit After Tax (PAT) stood at Rs. 236 Crores, as against Rs. 451 Crores in FY 2024-25.

Importantly, this movement was almost entirely margin- driven rather than volume-driven. The Company maintained throughput and customer supply without interruption through softer global spreads, surplus domestic capacity, the impact of US tariffs and the cost shock of the West Asia conflict - a clear demonstration of operational dependability under pressure. The steeper movement at the PAT level reflects the operating-leverage effect of lower margins against a largely fixed base of depreciation and finance costs; the same leverage will work equally in the Companys favour as margins normalise and the pass-through completes.

Carbon Black

The Carbon Black segment reported EBIT of Rs. 678 Crores in FY 2025-26, compared to Rs. 990 Crores in FY 2024-25. The demand story of the year was unambiguously positive: volumes grew to a record level, confirming the strength of customer relationships and product acceptance. The moderation in EBIT was a pricing-and-margin event, not a demand event, shaped by three external factors.

US tariff environment - a headwind turned into an opportunity. Tariff measures in the United States weighed on export realisations and margins for part of the year. The Company remained closely engaged with its US customers throughout, protecting relationships and supply continuity. With the subsequent rationalisation of US tariffs, the cost competitiveness of Indian carbon black in this large and underserved market has been restored; customer traction has been building since, and the US market now offers meaningful export headroom entering FY 2026-27.

Domestic capacity absorption - Excess capacity in the domestic market restrained pricing for much of the year. The Company responded by protecting share and deepening customer engagement, positioning itself to benefit fully as this capacity is absorbed by growing demand. Early indicators suggest capacity utilization is steadily gaining momentum.

West Asia cost escalation- navigated without disruption.

With approximately 75-80% of raw material sourced from the US Gulf Coast and around 40% of sales exported, the conflict from February 2026 drove a material increase in feedstock, freight and packing costs, with vessel rerouting via the Cape of Good Hope adding at least 14 days to transit time. The Companys supply chain proved a genuine competitive strength: shipments were proactively rerouted and every customer commitment was honoured. Given the inherent quarter-lag in formula-based tyre contracts, a portion of the higher input cost could not be recovered through pricing within FY 2025-26 and will flow through in the following year.

Across the carbon black business, volumes grew to a record level while EBITDA per tonne held at about Rs. 14939 despite the severity of the spread compression and conflict-driven cost inflation - a resilience that reflects the growing value- added component of the product mix. The inventory adjustment undertaken by international customers earlier in the year stabilised in the latter part of the period, setting up a healthier demand environment entering FY 2026-27.

Power

The Power segment delivered robust performance across key operational and financial metrics in FY 2025-26. Net external revenue (excluding inter-segment sales) rose to 216 crore, making an increase of 34 Crore compared to 182 crore in FY 2024-25. This growth was driven by higher power generation and improved tariff realization achieved through strategic bilateral contracts.

Power generation reached an all time high of 839 million units (MU), registering a 13.4% YoY growth. This milestone was supported by higher carbon black production and enhanced power generation operational efficiency.

External sales volume grew by approximately 17.2%, while realization improved by 9.84% to Rs. 4.24 per unit. Performance was further strengthened by a deliberate shift towards bilateral contracts, which accounted for 43% of merchant sales compared to 31% in the prior year. These bilateral arrangements provide enhanced revenue predictably and mitigate exposure to merchant exchange volatility, driving long-term earnings stability.

PCBL (TN) Limited - Performance Summary

FY 2025-26 was a landmark year for the Tamil Nadu operation. The 90,000 MTPA brownfield expansion of rubber carbon black was completed during the fourth quarter, taking the Croups total installed carbon black capacity to 880,000 MTPA-a major milestone on the path to 1 million MTPA.

The subsidiary, PCBL(TN) Limited, sold 122069 MT of Carbon Black during FY 2025-26, with revenue from operations (excluding inter-segment revenue) of Rs. 1214 Crores and EBITDA of Rs. 172 Crores. Output built steadily through the year, with the facility delivering approximately 38298 KT in the fourth quarter alone, and the entity contributed meaningfully to consolidated carbon black volumes and earnings. As a newly scaled facility, it carried the ramp- up effects and fixed-cost-absorption burden natural to this stage of its life; as utilisation builds towards mature levels, this represents a clear source of earnings upside for the Group.

Consolidated Basis

On a consolidated level, the Group reported EBITDA of Rs. 1082 Crores in FY 2025-26, compared to Rs. 1384 Crores in the previous year, and PAT of Rs. 198 Crores, as against Rs. 435 Crores in FY 2024-25. Consolidated revenue from operations was Rs. 8,189 Crores, against Rs. 8,404 Crores in FY 2024-25 - a decline of just 2.56% in a year of significant global turbulence, underlining the stability of the top line.

The operating performance beneath these numbers was robust. Carbon black volumes across the business grew about 3.81% to a record 618956 MT, and this was entirely a margin event rather than a demand event.

The movement at the PAT level reflects factors that are largely transitional or optical rather than structural. Depreciation and amortisation rose to Rs. 373 Crores (FY 2024-25: Rs. 346 Crores) following the commissioning of new capacity - an investment in future earnings. Also, an exceptional charge of Rs. 25 Crores was recognised for the statutory impact of the new Labour Codes. Encouragingly, finance costs reduced to Rs. 423 Crores (FY 2024-25: Rs. 461 Crores), reflecting disciplined debt repayment, and will continue to support earnings as deleveraging progresses.

Specialty & Solutions (Aquapharm)

The Specialty & Solutions business delivered a resilient outcome in a testing external environment, holding revenue broadly stable at Rs. 1,443 Crores with EBITDA of Rs. 162 Crores on volume of 94,445 MT. Growth engines within the portfolio performed strongly: Home Care volumes grew 11.1 % and application-specific solutions grew 17.6 %, more than validating the strategic thrust towards differentiated products. Water Solutions declined 11.9% and Oil & Gas fell 19.5% on lower US rig counts and frac spreads - cyclical end-market effects rather than any loss of competitive position.

From the fourth quarter, the West Asia conflict raised key raw-material prices-Yellow Phosphorous, Acrylic Acid and Maleic Acid by 48% - alongside packing material costs (up around 5% times) and LPG costs (up 63%). Together with a step-up in depreciation following the capacity expansion from 2,47,547 TPA to 2,56,747 MTPA tonnes, this resulted in a loss of approximately Rs. 105 Crores (prior year: Rs. 98 Crores). The expanded capacity, however, is now in place ahead of demand, and with commercial supplies of green chelates having commenced to global FMCG majors, the business is well positioned for a strong recovery as input costs normalise.

Balance Sheet and Cash Flow

The years most emphatic achievement was on the balance sheet. Cash generation remained strong throughout and was deployed with discipline on every front simultaneously: the Group reduced net borrowings by Rs. 454 Crores to Rs. 4,537 Crores and funded Rs. 727 Crores of capital expenditure. Working capital was further tightened, releasing approximately Rs. 447 Crores of cash, and Rs. 336 Crores of share-warrant proceeds further strengthened equity.

Your Company thus expanded capacity, deleveraged and sustained shareholder returns at the same time, preserving a conservative capital structure through a demanding year - and enters FY 2026-27 with record volumes, enlarged capacity, a stronger balance sheet and improving momentum, well placed to capture the recovery as cost pass-through completes and spreads normalise.

A detailed review of the operations of your Company for the financial year ended 31 March 2026 is given in the Management Discussion and Analysis Report, which forms a part of this Report.

DIVIDEND

The Board of Directors of your Company at its meeting held on 17 October, 2025 had declared an Interim Dividend @ 600 %, i.e. Rs.6.00 /- per equity share on the face value of Re. 1/- per equity share, for the financial year ended 31 March, 2026. The said Interim Dividend was paid on or before 10 November, 2025. The dividend recommendation is in accordance with the Dividend Distribution Policy of your Company which is annexed hereto and forms part of an Integrated Report and the same is available on your Companys website and can be accessed at . pcblltd.com/investor-relation/general-policies. There has been no change in the policy during the year. The Notice convening the ensuing Annual General Meeting (AGM) of the Members of your Company includes an item for confirmation of the said interim dividend.

MANUFACTURING

During FY 2025-26, standalone Carbon Black production stood at 4,95,563 MT, compared to 4,96,944 MT in FY 2024-25. In addition, the Companys subsidiary, PCBL (TN) Limited, produced 1,23,895 MT of Carbon Black during the year. Our strategic focus remains on enhancing production of value-added products in the performance and specialty chemical segment, which deliver higher contribution margins.

As part of our commitment to sustainability, we continue to drive initiatives aimed at reducing water and power consumption. Efforts are also directed towards cost optimization through efficient inventory and spare management, while reliability is being strengthened via preventive compliance measures, condition-based monitoring, and periodic reviews of SOPs.

In FY 2025-26, we successfully commissioned an additional 90,000 MTPA capacity at our Chennai Plant (TN) through brownfield expansion in the Rubber Black segment. Further brownfield expansion is underway at our Mundra Plant to increase capacity in the Specialty Black segment.

With strategically located plants across India, the Company is well-positioned to serve customers both domestically and globally. Proximity to major seaports provides a significant advantage by reducing logistics costs and improving supply chain efficiency.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

With an ongoing commitment to sustainability, the Company continues to strengthen its ESG performance through a comprehensive and independent ESG strategy and assessment framework. This approach is guided by clearly defined Key Performance Indicators (KPIs) derived from its materiality targets. The Company has further refined its key material issues in alignment with its evolving business context and the principles of Double Materiality Assessment. These material factors include greenhouse gas (GHG) emissions and energy management, water management, solid waste management, health and safety, human rights and employee wellbeing, community engagement, sustainable procurement, circular economy, product stewardship, and leadership and governance.

The Company remains aligned with the Science Based Targets initiative (SBTi) and continues to progress towards its emission reduction targets across Scope 1, Scope 2, and Scope 3, with a long-term goal of achieving Net Zero emissions by 2050. Reinforcing its commitment to responsible business practices, the Company continues its association with the UN Global Compact Network India (UNGCNI).

During FY 2025-26, the Company further strengthened its carbon management practices by continuing the carbon footprint assessment across all manufacturing plants and offices. The assessment encompasses both direct and indirect emissions from operations. The GHG emission intensity (tC0 2 e per metric tonne of carbon black production) for Scope 1 and Scope 2 stood at 2.05 tC0 2 e/ MT during the year. The Company has also continued its evaluation of Scope 3 emissions, with 14 out of the 15 categories identified as applicable to its operations.

The Company has continuously reviewed and refined its understanding of ESG-related risks and opportunities linked to its material topics. Action plans are being actively implemented to address these risks and capitalize on emerging opportunities. While certain initiatives require longer gestation periods, the Company remains steadfast in its commitment to achieving its ESG objectives and driving sustainable value creation over the long term.

CREDIT RATINGS

Your Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Report.

SHARE CAPITAL

Your Companys paid-up Equity Share Capital as on 31 March, 2026 stood at Rs. 39,34,62,604. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31 March, 2026, none of the Directors of your Company hold shares or convertible instruments of your Company.

PREFERENTIAL ISSUE

The Preferential Issue Committee of the Board of Directors of the Company at its Meeting held on 7 May, 2024, had approved the allotment of warrants of the Company, on a preferential basis by way of a private placement and allotted 1,36,00,000 convertible warrants to Rainbow Investments Limited (Promoter) and 12,00,000 convertible warrants each to Quest Capital Markets Limited (Promoter Group) and STEL Holdings Limited (Promoter Group) on 7 May, 2024 for an issue price of Rs. 280 per warrant. Out of total issue price, Rs. 70 per warrant (25% of the issue price) amounting to Rs. 112 crores was received as the initial subscription amount at the time of allotment of the warrants.

During the year ended 31 March, 2026, the Company has received Rs. 336 crores (remaining 75% of the issue price). Upon receipt of such amount, the Preferential Issue Committee of the Board of Directors of the Company at its Meeting held on 3 November, 2025 has considered and approved the allotment of 1,60,00,000 Equity Shares of face value of Re. V- each, upon conversion of equal number of Warrants. The amount raised, has been used fully for the purposes for which the funds were raised.

This has been considered for calculating diluted earnings per equity share as per Ind AS 33-Earnings Per Share upto 3 November, 2025.

The Company has complied with provisions of Section 42 and Section 62 of the Companies Act, 2013 in respect of issue of equity shares in conversion of share warrants.

INCORPORATION OF NANOVACE INC., USA, A WHOLLY OWNED SUBSIDIARY(WOS) OF NANOVACE TECHNOLOGIES LIMITED, A SUBSIDIARY COMPANY OF THE COMPANY

Nanovace Technologies Limited, a subsidiary of Company, has incorporated its wholly owned U.S. subsidiary, Nanovace Inc. in the state of Delaware. The company is exploring entering the highly lucrative battery chemicals market in USA. The subsidiary in USA will facilitate easier access to the North American markets. A local subsidiary in USA would further help to gain strategic market access, proximity to customers and understand regulatory and incentive landscape. Nanovace technology enables localization of supply chains of critical battery material like Graphite - Silicon composites, which is of critical strategic significance. The Companys U.S. subsidiary would strengthen the companys position as a global player in the battery chemicals industry.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY (WOS) IN THE UNITED STATES OF AMERICA (USA)

The Company has incorporated a wholly owned subsidiary, PCBL Chemical USA Inc., under the laws of the State of Delaware, United States of America. The subsidiary in USA will facilitate easier access to the North American markets. A local subsidiary in USA would further help to gain strategic market access, proximity to customers and understand regulatory and incentive landscape. The company enables localization of supply chains of carbon black and speciality chemicals which is of critical strategic significance. The Companys US subsidiary would strengthen PCBL Chemical Limited position as a global player in the industry.

SUBSIDIARY COMPANIES

As on date, the Company has four wholly-owned unlisted subsidiaries, namely PCBL (TN) Limited, PCBL Chemical Europe SRL, Phillips Carbon Black Cyprus Holdings Limited (PCBCHL), and PCBL Chemical USA Inc. In addition, it has one unlisted subsidiary, Nanovace Technologies Limited (NTL), and one debt-listed subsidiary, Aquapharm Chemical Limited (ACL), formerly known as Advaya Chemical Industries Limited. PCBCHL has a step-down subsidiary, Phillips Carbon Black Vietnam Joint Stock Company. ACL, in turn, has step-down subsidiaries including Aquapharm Europe B.V., Unique Solutions for Chemical Industries Company (USCIC), and Aquapharm Chemicals LLC (AC LLC). USCIC further has a step-down subsidiary, USCI LLC, while AC LLC has two step-down subsidiaries, Aquapharm PChem LLC and Aquapharm Specialty Chemicals LLC. NTL also has step-down subsidiaries, namely Enersil Pty Limited and Nanovace Inc., USA. The Company does not have any associate companies or joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.

In compliance with Sectionsl29,134, andl36ofthe Act, along with applicable rules and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements and a separate statement containing the salient features of subsidiaries, joint ventures, and associates in Form AOC-1, which forms part of this Integrated Report. The annual financial statements and related information of subsidiary companies will be made available to shareholders of the holding and subsidiary companies upon request, on all working days during business hours until the date of the AGM. These financial statements will also remain open for inspection at the Companys registered office and at the respective offices of the subsidiary companies. In accordance with Section 136 of the Act, the audited standalone and consolidated financial statements, together with audited accounts of each subsidiary, are available on the Companys website at .

MATERIAL SUBSIDIARIES

As on 31 March 2026, the Company has one unlisted material subsidiary, PCBL (TN) Limited, and one debt-listed material subsidiary, Aquapharm Chemical Limited (ACL), formerly known as Advaya Chemical Industries Limited. The Company has adopted a formal Policy for Determining Material Subsidiaries, which is available on its website at .

Pursuant to Section 134 of the Companies Act, 2013, read with the applicable rules, the details of developments at the subsidiary level are disclosed in the Corporate Governance Report, forming part of this Integrated Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Report, marked as Annexure -A.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31 March 2026, prepared in accordance with Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, has been made available on the Companys website. The document can be accessed at . pcblltd.com/investor-relation/compliances-under-sebi- regulations.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-B of this Integrated Report.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26 or the previous financial years. Your Company did not accept any deposit during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and your Companys operations in future.

No proceedings have been initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

No instances of one-time settlement with any bank or financial institution were incurred during the financial year under review.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has established adequate internal financial controls with reference to the financial statements, commensurate with the size, scale, and complexity of its operations. An independent Internal Audit team is in place to evaluate the adequacy and effectiveness of internal control design and implementation, risk management practices, and operating systems and processes. The team comprises appropriately skilled, experienced, and qualified professionals. The Internal Audit plan is aligned with the Companys business objectives and is reviewed and approved by the Audit Committee to ensure robust governance. Further details on the internal control systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this nteg rated Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year under review, are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

As required underthe Act and the SEBI Listing Regulations, the Board has six (6) Statutory Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors Committee and the Sustainability and Risk Management Committee.

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Report.

CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Report. The Companys CSR Policy is available on its website at general-policies. A brief outline of the CSR policy and the initiatives undertaken during the year under review is annexed as Annexure-C, forming part of this Integrated Report.

The Chief Financial Officer has certified that the CSR spends of the Company for FY 2025-26 have been utilized for the approved purposes and in the manner sanctioned by the Board of Directors

Further, in compliance with the provisions of the Companies Act, 2013 and the applicable CSR Rules, the Company engaged Renovate India to conduct an impact assessment of its CSR initiatives. The impact assessment report of the RP Goenka International School Infrastructure Project (Phase 1) has been completed and is annexed to this Report as Annexure C. These assessments provide valuable insights into the effectiveness and longterm outcomes of the project, ensuring transparency, accountability, and continuous improvement in the Companys CSR strategy.

VIGIL MECHANISM/WH1STLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct. The mechanism provides adequate safeguards to employees and business associates reporting such matters and encourages the reporting of genuine concerns or grievances. Multiple channels are available for promptly reporting suspected or potential violations of laws, regulations, or the Companys Code of Conduct, and in appropriate and exceptional circumstances, employees and Directors have direct access to the Chairperson of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is available on the Companys website at responsibility/policies.

During the financial year ended 31 March 2026, the Company did not receive any complaint under the Vigil Mechanism / Whistle Blower Policy.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board carried out the annual evaluation of its own performance, the performance of its Committees, and that of individual Directors, including the Chairman. The Nomination and Remuneration Committee (NRC) defined the evaluation criteria and established the mechanism for conducting the performance evaluation process.

During FY 2025-26, the Company engaged a leading HR Consulting Firm to facilitate the Board Evaluation survey.

The process involved structured questionnaires circulated among Board Members, Committee Members, and Directors to obtain feedback on various aspects of Board and Committee functioning. The consulting firm compiled the responses, identified key inferences and observations, and prepared a consolidated report, which was shared with the Chairman of the Board for review and for providing feedback to each Director.

The evaluation criteria for the Board included parameters such as composition and diversity, quality of deliberations, effectiveness in setting strategy and overall direction, Board processes, relations with management, contribution to decision-making, Board development, and timeliness of information flow. For Committees, the criteria covered structure and composition, effective participation of members, quality of deliberations, suggestions made, and the effectiveness of recommendations to the Board. A separate peer review exercise was undertaken to evaluate the performance of individual Directors, while the performance of the Chairman was assessed based on feedback from all other Directors.

Additionally, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman, and Non-Executive Directors, along with other matters as stipulated under the Listing Regulations.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation ofthe Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees along with their remuneration. The Nomination and Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Section of the Integrated Report.

The Remuneration Policy is also posted on your Companys website and may be accessed at the link: . pcblltd.com/investor-relation/general-policies.

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company with Related Parties are on arms length basis and in the ordinary course of business. Hence, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions to be reported under Section 188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, the related party transactions are reviewed by the Statutory Auditors of the Company.

During the year under review, your Company had not entered into any Material Related Party Transactions.

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link: .

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

RISK MANAGEMENT

Your Company has a structured Risk Management Framework designed to identify, assess, and mitigate risks in line with the size, scale, and complexity of its operations. The Board has constituted a Sustainability and Risk Management Committee (SRMC) to frame, implement, and monitor the risk management plan of the Company. The SRMC is responsible for reviewing the plan periodically and ensuring its effectiveness, while the Audit Committee provides additional oversight in the area of financial risks and controls. Major risks identified across business operations are systematically addressed through appropriate mitigation measures on a continual basis. Further details on risk management activities, including the implementation of the risk management policy, key risks identified, and mitigation strategies, are provided in the Management Discussion and Analysis Report (Annexure - A), which forms part of this Integrated Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KM P) to the median of employees remuneration are provided in Annexure-D of this Integrated Report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this

Integrated Report. However, in terms of Section 136 of the Act, the Integrated Report is being sent to the shareholders and others entitled thereto, excluding the said annexure. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company Secretary in this regard at .

KEY MANAGERIAL PERSONNEL

During the year, there was a change in the Key Managerial Personnel (KMPs) of your Company and the Company had the following KMPs as on March 31, 2026 as per Section 2(51) of the Act:.

SI. No. Key Managerial Personnel	Designation
1. Mr. Nilesh Koul*	Managing Director
2. Mr. Raj Kumar Gupta	Chief Financial Officer
3. Mr. Kaushik Mukherjee	Company Secretary and Chief Legal Officer

*Mr. Nilesh Koul (DIN: 10963815) was appointed as the Managing Director of the company w.e.f3 November, 2025 for a period of five years.

*Mr. Kaushik Roy (DIN: 06513489) resigned as Managing Director of the Company w.e.f3 November, 2025.

LISTING

The equity shares of your Company continue to be listed on the National Stock Exchange (NSE) and BSE Limited (BSE). The Non- convertible debentures issued by your Company continues to be listed on BSE Limited. Your Company has paid the requisite listing fees to all the Stock Exchanges for FY 2026-27

CORPORATE GOVERNANCE REPORT

Your Company remains committed to maintaining the highest standards of corporate governance practices. The Corporate Governance Report, as required under the SEBI Listing Regulations, forms part of this Integrated Report and includes the certificate issued by M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), the Statutory Auditors of the Company, confirming compliance with the stipulated conditions of corporate governance.

In line with governance requirements under the SEBI Listing Regulations, the Company has formulated and implemented a Code of Conduct applicable to all Board Members and senior management personnel. All concerned individuals have affirmed compliance with the Code. The Code of Conduct is available on the Companys website at share-information/code-of-conduct.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the year under review. The intervening gap between the Board Meetings was within the period prescribed under the Act. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Section, which forms part of this Integrated Report. Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met twice during the year without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors Database. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required to fulfill their duties as Independent Directors.

STATUTORY AUDITORS AND AUDITORS REPORT

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) were appointed as the Statutory Auditors of the Company for their second term of five consecutive years, commencing from the conclusion of the sixty-first (61 st ) Annual General Meeting (AGM) until the conclusion of the sixty-sixth (66 th ) AGM to be held in the year 2027. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report on the financial statements of the Company for FY 2025-26 forms part of this Integrated Report. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not require any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. Further, during the year under review, the Auditors did not report any matter under Section 143(12) of the Act, and accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

Representatives of the Statutory Auditors attended the previous AGM of the Company held on 15 September, 2025.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost records maintained by the Company in respect of the manufacturing of Carbon Black and generation and transmission of electricity at its plants located at Durgapur (West Bengal), Kochi (Kerala), Mundra and Palej (Gujarat) are subject to cost audit. Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Shome & Banerjee, Cost Auditors, to conduct the cost audit for FY 2026-27 at a remuneration of Rs. 5,50,000 (Rupees Five Lakhs Fifty Thousand only). In accordance with the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratified by the Members at the ensuing AGM, and a resolution to this effect has been included at Item No. 4 of the Notice convening the AGM.

The Company has received written consent from the Cost Auditors confirming that their appointment is in accordance with the applicable provisions of the Act and the rules framed thereunder, and that they are not disqualified from being appointed as Cost Auditors of the Company for the financial year ending 31 March, 2027. The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit for the financial year ended 31 March 2026 was conducted by M/s. Anjan Kumar Roy & Co., Company Secretaries (Membership No. FCS 5684, CP No. 4557). The Secretarial Audit Report, annexed as Annexure E, forms part of this Boards Report. The Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer. Further, during the year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Companies Act, 2013, and accordingly, no disclosure is required under Section 134(3) (ca) of the Act.

In compliance with Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) Regulations, including the SEBI (LODR) (Third Amendment) Regulations, 2024, M/s. Anjan Kumar Roy & Co., Company Secretaries was appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, at the 64 th AGM held on 15 September, 2025. The Secretarial Auditors have provided their written confirmation that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder, and that they are not disqualified from continuing as Secretarial Auditors of the Company

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

In compliance with the requirements of the SEBI Listing Regulations, the material unlisted Indian subsidiary of your Company appointed a Practicing Company Secretary to conduct the Secretarial Audit for FY 2025-26. The Secretarial Audit Report confirms that the subsidiary has complied with the provisions of the Companies Act, 2013, applicable rules, regulations, and guidelines, and that there were no deviations or non-compliances during the year under review.

SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act for the Financial Year ended March 31, 2026.

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

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. In compliance with the law, the Company has constituted an Internal Committee to inquire into complaints of sexual harassment and to take appropriate action as stipulated under the Act.

Any complaint pertaining to sexual harassment is reviewed and investigated with utmost diligence and sensitivity. The Internal Committee members are trained to handle and resolve complaints effectively and have also developed an online POSH e-learning awareness module for employees. In addition, all new employees undergo a detailed orientation on the Companys anti-sexual harassment policy.

During the financial year ended 31 March, 2026, the Company did not receive any complaint under the provisions of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY2025-26, outlining the initiatives undertaken by your Company from an Environment, Social and Governance (ESG) perspective, forms part of this Integrated Report and is annexed as Annexure F. In addition to the BRSR, the Integrated Report provides detailed insights into various ESG initiatives adopted by the Company, reflecting its commitment to sustainable and responsible business practices.

The ESG disclosures, including the BRSR Report, have been independently assured by Forvis Mazars LLP, thereby reinforcing the credibility, transparency, and accountability of the Companys sustainability reporting framework.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the rules made thereunder and the Articles of Association of the Company, Dr. Sanjiv Goenka (DIN: 00074796) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as Director for the approval of the Members. Brief details, as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

During the year under review, Mr. Kaushik Roy (DIN: 06513489) tendered his resignation as the Managing Director of the Company with effect from 3 November, 2025 due to personal reasons. Mr. Nilesh Koul (DIN: 10963815) was appointed as the Managing Director of the Company with effect from 3 November, 2025 for a period of five years, which was duly approved by the shareholders.

Further, Mrs. Rusha Mitra (DIN: 08402204), Non-Executive Independent Woman Director, completed her first term on 7 April 2026 and decided not to continue in view of her personal and professional commitments. Ms. Sneh Lata (DIN: 11628402) was appointed as an Additional Non-Executive Independent Woman Director of the Company with effect from 26 March, 2026 for a first term of five consecutive years, subject to the approval of the shareholders of the Company, by way of a Special Resolution by means of Postal Ballot and such other approvals as may be necessary.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, your Company has framed a Policy on Directors Appointment and Remuneration (Remuneration Policy), which is available on the Companys website at . The Remuneration Policy sets out the guiding principles for the Nomination and Remuneration Committee (NRC) in identifying individuals qualified to become Directors and in determining their independence.

The Policy is designed to ensure that appointments are made on the basis of merit, experience, and skills relevant to the Companys business, while also promoting diversity and independence on the Board. It further provides a framework for rewarding performance, with remuneration directed towards recognizing achievements and contributions to the Companys growth and governance.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse Board in driving sustainable success. The Board has adopted a Board Diversity Policy, which sets out the approach to ensuring diversity in the composition of the Board of Directors. The Policy emphasizes representation across gender, age, experience, skills, and backgrounds to enrich Board deliberations and decision-making

The Board Diversity Policy is available on the Companys website at general-policies.

SUCCESSION PLAN

Your Company has established an effective mechanism for succession planning, ensuring the orderly transition of Directors, Key Managerial Personnel, and Senior Management. The process is overseen by the Nomination and Remuneration Committee (NRC) in concurrence with the Board, thereby maintaining leadership continuity and organizational stability.

The Succession Planning Policy for the Board and Senior Management is available on the Companys website at .

BOARD POLICIES

The details of various policies approved and adopted by the Board, as required under the Companies Act, 2013 and the SEBI Listing Regulations, are provided in pages 146-147 of this Integrated Report. These policies collectively guide the Companys governance framework, ensuring compliance, transparency, and accountability in its operations.

HUMAN RESOURCES

A detailed section on your Companys Human Resource Development is a part of the Management Discussion and Analysis Report, which forms a part of the Boards Report.

KEY FINANCIAL RATIOS

The Key Financial Ratios for the financial year ended 31 March, 2026 are provided in the Management Discussion and Analysis Report (Annexure-A), which is annexed hereto and forms an integral part of this Boards Report. These ratios present a comprehensive view of the Companys financial performance during the year under review.

CYBER SECURITY

In view of the increasing incidence of cyber-attack scenarios, your Company periodically reviews its Cyber Security Policy and continuously enhances processes and technology controls in line with evolving threat landscapes. The Companys technology environment is equipped with realtime security monitoring and layered controls, spanning from end-user devices to networks, applications, and data.

This multi-layered approach ensures proactive detection, prevention, and mitigation of potential cyber threats, thereby safeguarding the Companys digital infrastructure and business continuity.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (Code) to regulate, monitor, and report trading in the Companys shares by designated persons and their immediate relatives, in compliance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The Code lays down detailed procedures to be followed by designated persons while trading or dealing in the Companys shares and in handling Unpublished Price Sensitive Information (UPSI).

The Code also mandates the maintenance of a structured digital database, establishes mechanisms for the prevention of insider trading, and prescribes processes for familiarizing employees with the sensitivity of UPSI. In addition, it incorporates a Code of Fair Disclosure of Price Sensitive Information, which is available on the Companys website at general-policies.

To strengthen awareness, employees are required to undergo mandatory training on the Code, ensuring compliance and reinforcing the Companys commitment to ethical trading practices.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961 and extends maternity benefits to all eligible women employees in accordance with the Act. Adequate facilities and support are provided to ensure the well-being of employees, in line with statutory requirements and the Companys commitment to fostering a supportive and inclusive workplace

OTHER DISCLOSURES:

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

4. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

5. There was no revision of financial statements and Boards Report.

ACKNOWLEDGEMENT

The Directors convey their profound appreciation for the guidance, support, and assistance extended by the Government of India, State Governments, relevant Government Departments, Financial Institutions, and Banks.

They further express their gratitude to the Companys valued shareholders, customers, suppliers, and business partners for the trust, confidence, and enduring association that continue to strengthen the Companys journey.

The Board also records its sincere thanks to employees across all levels for their dedication and consistent contributions, which have been instrumental in driving the Companys growth and excellence.

For and on behalf of the Board of Directors

	Dr. Sanjiv Goenka
Place: Kolkata	Chairman
Date: 30 April, 2026	(DIN: 00074796)