POCL Enterprises Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 38th Annual Report on your business and operations together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The Companys financial performance (Standalone & Consolidated) for the year ended March 31, 2026 is summarized below:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26
Revenue from Operations	1,43,168.48	1,45,009.73	1,43,168.48
Other Income	378.42	122.80	378.42
Total Income	1,43,546.90	1,45,132.53	1,43,546.90
Total Expenditure (excluding Finance Cost & Depreciation)	1,35,943.69	1,38,739.90	1,35,943.69
Earnings Before Interest, Depreciation and Taxes (EBIDTA)	7,603.21	6,392.63	7,603.21
Finance Cost	1,663.17	1,873.33	1,663.17
Depreciation & Amortisation	552.79	339.65	552.79
Profit Before Exceptional Items and Tax	5,387.25	4,179.65	5,387.25
Exceptional items*	(26.46)	-	(26.46)
Profit Before Tax	5,360.79	4,179.65	5,360.79
Tax Expense	1,399.81	1,061.77	1,399.81
Profit After Tax	3,960.98	3,117.88	3,960.98
Share of profit / (loss) of Associate	--	--	186.87
Net profit for the year after share of profit / (loss) of Associate	3,960.98	3,117.88	4,147.85
Other Comprehensive Income (Net of Taxes)	12.41	(2.78)	12.41
Total Comprehensive Income	3,973.39	3,115.10	4,160.26

*Statutory impact of New Labour Codes

The comparative Consolidated Financial Highlights of the Company have not been presented in the above table, as Planetfirst Green Private Limited became an Associate of the Company during the financial year 2025-26.

FINANCIAL PERFORMANCE & STATE OF AFFAIRS Standalone Performance:

The Company continued to demonstrate resilience in its operating performance during FY 2025-26. Revenue from Operations for the financial year 2025-26 stood at Rs. 1,431.68 Crores, as compared to Rs. 1,450.09 Crores in the previous financial year, reflecting a marginal decline of 1.27%. This marginal dip in revenue was due to the strategic and scheduled plant shutdown for upgrades of pollution control systems at our manufacturing facility located at Maraimalai Nagar, Tamil Nadu, which temporarily limited the production volumes during the year.

Management views these operational upgrades as foundational investments that will enhance efficiency and drive long-term resilience. Despite these temporary operational adjustments, the Company successfully sustained its top-line performance, finishing nearly at par with the previous years revenue. This resilience was anchored by the robust performance of the Metal and Metallic Oxides, which has consistently served as a core engine of profitability over the past few years.

The Company recorded a significant growth in export sales during FY 2025-26, which increased to Rs. 331.78 Crores from Rs. 217.31 Crores in the previous financial year, registering a robust growth of 52.66%. This substantial increase reflects the growing international demand and market acceptance of the Companys products. The growth was further supported by the listing of the "POEL LEAD" Brand on the London Metal Exchange (LME) during the previous year, which enhanced the global recognition, credibility and market acceptance of the Companys lead products and strengthened its presence in the international markets.

The Operating Profit for the year stood at Rs. 7,603.21 Lakhs as against Rs. 6,392.63 Lakhs in the previous year. The Operating Margin of the Company has increased to 5.31% in the current year as against 4.41% in the previous year. The profitability for the year has also improved from Rs. 4,179.65 Lakhs in the previous year to Rs. 5,360.79 Lakhs in the current financial year.

The Companys Standalone Net Worth as at March 31, 2026 was Rs. 19,267.74 Lakhs as against Rs. 9,789.81 Lakhs in the previous year. The significant increase in the standalone net worth during the year was primarily attributable to the capital infusion pursuant to the preferential issue undertaken by the Company during the period under review, together with the profits earned during the year. The strengthened net worth provides a robust capital base to support the Companys future growth and expansion plans.

Consolidated Performance:

During FY 2025-26, Planetfirst Green Private Limited ("PGPL") became an Associate of the Company. Accordingly, the Consolidated Financial Statements of the Company for FY 2025-26 include the Companys share of profit of Planetfirst Green Private Limited amounting to Rs. 186.87 Lakhs. The Companys Consolidated Net Worth as at March 31, 2026 stood at Rs. 19,454.61 Lakhs, reflecting the Companys strengthened financial position and providing a sound foundation for its future growth initiatives.

DIVIDEND

Consistent with the Companys commitment to enhancing shareholder value through the distribution of dividends and taking into account its financial performance and cash flow position during the year, the details of the Companys declared/ recommended Dividend are as under:

a) Your Directors are pleased to recommend for consideration and approval of the shareholders at the ensuing Annual General Meeting ("AGM"), final dividend of Re. 0.80/- (Eighty Paise only) per Equity Share of Rs. 2/- (Rupees Two only) each, fully paid- up, (i.e., 40%) for the year ended March 31, 2026, out of the current years profits. The proposed final dividend payout will amount to Rs. 2,46,12,866.40/-. The Company has fixed Friday, September 04, 2026 as the "Record Date" for the purpose of determining the members entitled to receive the final dividend. The final dividend, subject to the declaration by the shareholders at the ensuing AGM, shall be paid on or before October 27, 2026.

b) Further, in recognition of the Companys performance during the financial year 2025-26, the Board of Directors declared an Interim Dividend of Re. 0.40/- (Forty Paise only) per equity share of Rs. 2/- (Rupees Two only) each, fully paid-up, (i.e., 20%) for the year ended March 31, 2026, out of the profits of the said financial year. The Interim Dividend payout aggregated to Rs. 1,23,06,433.20/- and was paid to the shareholders whose names appeared in the Register of Members as on the record date being November 20, 2025.

Accordingly, the total dividend declared and recommended on the equity shares for FY 2025-26 aggregates to 60% of the paid-up equity share capital (i.e., Rs. 1.20/- per equity share of face value of Rs. 2/- each), resulting in a total payout of Rs. 3,69,19,299.60/- to the shareholders. This reflects the Boards continued commitment to enhancing shareholder value, compared to the dividend of 35% declared and paid for the financial year 2024-25.

In accordance with the provisions of the Income Tax Act, 2025 ("IT Act"), dividend declared by the Company is taxable in the hands of the members/shareholders. Therefore, the Company is required to deduct tax at source ("TDS") from dividend paid to the shareholders at the prescribed rates.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

SHARE CAPITAL

During the period under review, the details of changes in the capital structure of the Company were as follows-

Raising of funds by issuance of equity shares and convertible warrants on preferential basis

The Board of Directors, at their meeting held on April 03, 2025, approved the issuance of -

(a) 30,86,647 Equity Shares on preferential basis at an issue price of Rs. 202/- per Equity Share, including premium of Rs. 200/- per Equity Share, aggregating to Rs. 62,35,02,694/- to certain identified promoter/ promoter group and non-promoter persons/entities; and

(b) 6,12,288 Convertible Warrants on preferential basis at an issue price of Rs. 202/- per Warrant, including premium of Rs. 200/- each, aggregating to Rs. 12,36,82,176/- to certain identified promoter/ promoter group and non-promoter persons/entities.

The above issuance of securities was subsequently approved by way of special resolutions passed by the shareholders at the Extra-ordinary General Meeting (EGM) held on April 28, 2025. Pursuant to the shareholders approval and on receipt of the approval from the regulatory authority(ies), the Board of Directors at their meeting held on June 18, 2025, allotted -

(a) 28,86,123 Equity Shares (out of total issue of equity shares of 30,86,647) having a face value of Rs. 2/- each at an issue price of Rs. 202/- per equity share, including premium of Rs. 200/- per equity share, aggregating to Rs. 58,29,96,846/- to certain identified promoter/promoter group and non-promoter persons/ entities and had closed the offer for the balance issued Equity Shares due to non-receipt of subscription money within the offer period; and

(b) 5,62,782 Convertible Warrants (out of total issue of convertible warrants of 6,12,288) each convertible into or exchangeable for 1 (One) fully paid up equity share of face value of Rs. 2/- each, at an issue price

of Rs. 202/- per warrant, including premium of Rs. 200/- per warrant, aggregating to Rs. 11,36,81,964/ upon receipt of 25% of the total consideration, to certain identified promoter/promoter group and nonpromoter persons/entities and had closed the offer for the balance issued convertible warrants due to nonreceipt of subscription money within the offer period. The remaining 75% consideration of the Warrant Issue Price shall be paid by the warrant holder at the time of exercise of the right of conversion attached to the Warrant(s) within 18 months from the date of allotment.

Further, as on the date of this report, none of the warrant holders have exercised their right of conversion of the warrants.

Subsequent to the period under review, there has been no changes in the capital structure of the Company.

AMENDMENT TO THE CHARTER DOCUMENTS OF THE COMPANY

During the financial year 2025-26, pursuant to the shareholders approval vide special resolution passed at the Extra-ordinary General Meeting (EGM) held on April 28, 2025, the Articles of Association (AOA) of the Company was restated to specifically empower the company to issue warrants and also to align and restate the entire AOA in accordance with the clauses in Table-F of the Companies Act, 2013 (‘‘Act).

TRANSFER OF UNCLAIMED DIVIDEND & UNDERLYING SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Unclaimed Dividend

In terms of Section 124 of the Companies Act, 2013, dividend which remains unclaimed for a period of seven consecutive years from the date of transfer to unpaid dividend account are required to be credited to the Investor Education and Protection Fund (IEPF) Account. The details of the unclaimed dividend due for transfer to the IEPF are as follows:

Dividend declaration year	Dividend declaration date	Unclaimed dividend (in Rs.)	Proposed date of transfer to IEPF
2022-23	20.09.2023	68,137.00	26.10.2030
2023-24	23.09.2024	97,173.00	28.10.2031
2024-25	26.09.2025	1,54,328.80	29.10.2032
2025-26*	14.11.2025	41,538.00	20.12.2032
*Interim Dividend

In terms of Section 124(6) of the Act, in case of a shareholder whose dividend remains unclaimed for a continuous period of seven years, the corresponding shares shall also be transferred to the IEPF account. The details of the unclaimed dividends and shares which are liable to be transferred to IEPF can be accessed from the website of the Company at www.poel.in.

Members who are yet to claim their dividend amount, may write to the Company or to the Companys Registrar and Share Transfer Agent - M/s. Cameo Corporate Services Limited.

b) Dividend and Shares transferred to IEPF during the year

During the year under review, the Company had sent individual notices and has also issued advertisement in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/ dividend to the IEPF.

During the year under review, the Company transferred the unclaimed dividend of FY 2017-18 amounting to Rs. 93,139.20/- (net of TDS) which remained unclaimed for a period of seven consecutive years. Further 49,165 equity shares corresponding to the unclaimed final dividend for FY 2017-18 were also transferred to IEPF.

Further, pursuant to Rule 6 of the IEPF Rules, any dividend declared in respect of shares already transferred to the IEPF Authority is required to be credited to the demat account of the IEPF Authority. Accordingly, during the year under review, the Company transferred Rs. 75,238.50/- and Rs. 58,962.00/- towards the final dividend declared for FY 2024-25 and Interim Dividend declared for FY 2025-26, respectively.

c) Details of unclaimed dividend and shares lying with IEPF Authority

The details of the unclaimed dividend and the underlying shares which has been transferred to the IEPF Authority by the Company forms part of the Corporate Governance Report.

Members may also claim the dividend amounts and the corresponding equity shares transferred to the IEPF Authority by making an application in the prescribed manner in accordance with the IEPF Rules. The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report, except for investment in and acquisition of Trichy Metals and Alloys Private Limited, details of which are disclosed under "Key Business Developments" below.

KEY BUSINESS DEVELOPMENTS

A) Strategic Investment in Planetfirst Green Private Limited:

During the year under review, the Board of Directors at their meeting held on June 18, 2025, approved strategic investment in Planetfirst Green Private Limited ("PGPL") involving the acquisition of 40% of the equity share capital and 85% of the 0.5% Non-Cumulative NonConvertible Redeemable Preference Shares of PGPL from its existing shareholders pursuant to the execution of Share Purchase Agreement and Shareholders Agreement, for an aggregate consideration of Rs. 19 crores. Consequent upon the completion of the transaction on June 25, 2025, PGPL became an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013.

B) Amalgamation of Planetfirst Green Private Limited with the Company:

During the year under review, the Board of Directors, at its meeting held on March 16, 2026, approved the Scheme of Amalgamation of Planetfirst Green Private Limited, with and into POCL Enterprises Limited, with the Appointed Date being April 01, 2026, subject to receipt of all statutory, regulatory and other requisite approvals.

Subsequent to the close of the previous financial year, the Company has received the Observation Letter dated July 7, 2026 from BSE Limited conveying its "No Adverse Observation" in respect of the said Scheme. The Company is presently taking the necessary steps to file the Scheme before the Honble National Company Law Tribunal, Chennai Bench, for its sanction.

Rationale: The proposed amalgamation of PGPL with and into POEL, is intended to consolidate the lead recycling and refining businesses of both entities into a single integrated platform, enabling operational synergies, improved capacity utilisation, enhanced economies of scale, integrated marketing and distribution capabilities, and a stronger PAN-India manufacturing footprint through PGPLs Surat manufacturing facility. Upon the Scheme becoming effective, the integration is expected to significantly strengthen POELs operational capabilities and contribute meaningfully to its future growth.

C) Strategic Investment in Trichy Metals and Alloys Private Limited

The Board of Directors at their meetings held on July 01, 2026, approved the strategic investment of 51% stake in Trichy Metals and Alloys Private Limited ("TMA") through -

(i) the acquisition of 33,400 equity shares from the existing shareholders of TMA pursuant to the execution of Share Purchase Agreement ("SPA"); and

(ii) the preferential subscription to 35,910 equity shares of TMA pursuant to the execution of Share Subscription-cum-Shareholders Agreement ("SSSHA") amongst the Company, Mr. Devakar Bansal (in his capacity as the nominee shareholder of the Company), TMA and the existing shareholders of TMA for an aggregate consideration of Rs. 12,46,88,690/- (Rupees Twelve Crores Forty-Six Lakhs Eighty-Eight Thousand Six Hundred and Ninety Only). Consequent upon the completion of the transactions contemplated in SPA and SSSHA on July 15, 2026, TMA has become a Subsidiary of the Company within the meaning of Section 2(87) of the Companies Act, 2013.

Rationale: Trichy Metals and Alloys Private Limited (TMA) is headquartered in Trichy, Tamil Nadu. It is engaged in the business of manufacturing of lead ingots and other non-ferrous metals and has an installed lead refining capacity of approximately 26,000 MTPA and smelting capacity of approximately 21,500 MTPA. TMA is a Company with an established brand name and a well-developed domestic supply chain network. This acquisition of controlling stake by POEL, is expected to further strengthen the Companys manufacturing capabilities, expand its geographical presence, enhance raw material sourcing opportunities and create a platform for future diversification into other nonferrous metals, thereby creating long-term value for stakeholders.

D) LME Brand Listing:

During the financial year 2025-26, the Company achieved a significant milestone with the successful listing of its "POEL LEAD" brand on the London Metal Exchange (LME), produced at its Alloying & Refining Division at Maraimalai Nagar, Tamil Nadu. The Companys lead brand was already listed on the Multi Commodity Exchange (MCX), prior to its LME listing.

The LME Brand Listing enables "POEL LEAD" to be recognised as a standard deliverable brand at LME approved warehouses worldwide, providing the Companys lead products with international market recognition. This milestone further reinforces the quality, consistency and established market acceptance of the Companys 99.97% purity lead.

With the existing MCX Brand Listing providing recognition in the domestic commodity market and the LME Brand Listing providing recognition in the international commodity market, the Companys lead brand now has established recognition across both domestic and global commodity markets. These listings reflect the Companys product quality and adherence to recognised market standards and represent an important milestone in the Companys business operations.

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company completed the acquisition of 40% equity stake in Planetfirst Green Private Limited ("PGPL"). Accordingly, with effect from June 25, 2025, PGPL became an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013. As on March 31, 2026, the Company had one Associate Company, namely Planetfirst Green Private Limited.

As on March 31, 2026, the Company had no other subsidiary or associate or joint venture Company within the meaning of Section 2(6) of the Companies Act, 2013.

Subsequent to the close of the previous financial year, the Company also completed the acquisition of 51% equity stake in Trichy Metals and Alloys Private Limited ("TMA"). Accordingly, with effect from July 15, 2026, TMA became a subsidiary of the Company within the meaning of Section 2(87) of the Companies Act, 2013.

In accordance with Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Associate company in Form AOC-1 is provided in Annexure -I.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement ("CFS") provides the details of the performance and financial position of the Company along with its Associate Company (i.e., Planetfirst Green Private Limited) and its contributions to the overall performance of the Company. In accordance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report forms part of this Annual Report.

Further, pursuant to Section 136 of the Act, both the Audited Standalone and the Consolidated Financial Statements and the related information, are available on the Companys website at www.poel.in and shall also be available for inspection at the Registered Office of the Company. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS, may write to the Company.

HIGHLIGHTS OF PERFORMANCE OF THE ASSOCIATE COMPANY - PLANETFIRST GREEN PRIVATE LIMITED

Planetfirst Green Private Limited ("PGPL" or "Planetfirst"), an unlisted Associate Company in which POEL holds 40% equity stake with effect from June 25, 2025, is engaged in the business of manufacturing, processing, trading and recycling of various non-ferrous metals and in recycling of various battery scraps. PGPL, during its first year of operations after POELs investment has achieved strong operational and financial performance. During the year, PGPL recorded a turnover of Rs. 245.28 crore, as compared to Rs. 79.72 crore in the previous financial year, registering a significant growth of 208% in the topline. PGPL reported a Profit After Tax of Rs. 4.72 crore, as against a loss of Rs. 8.54 crore in the previous year.

The Scheme of Amalgamation of Planetfirst with POEL was approved by the Board of Planetfirst at its meeting held on March 16, 2026 and the same is in the process of filing with the Honble NCLT, Chennai Bench for its sanction.

Other than the developments stated above, there were no material changes in the nature of business of the Associate Company during the year under review.

DIRECTORS

As on March 31, 2026, the Board was constituted with twelve Directors comprising of four Independent Directors, six Executive Directors and two Non-Executive Directors.

• Details of changes in the Directorship during FY

2025-26

a) In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devakar Bansal (DIN: 00232565), Managing Director and Mr. Amber Bansal (DIN: 08139234), Whole-time Director, who were longest in the office, retired by rotation at the AGM held on September 26, 2025 and being eligible, offered themselves for re-appointment. Their appointment was confirmed by the shareholders at the said AGM.

b) In terms of the provisions of Section 168 of the Companies Act, 2013 read with the rules made thereunder, Mr. Venkatraman Yerra Milli (DIN: 00232762) had tendered his resignation from the Directorship of the Company, effective from August 11, 2025, in view of his decision to assume a new role within the organization. During the period under review, he continued to contribute to the Companys growth and strategic direction in his new capacity. The Board placed on record, its sincere gratitude for the invaluable contributions, experience and guidance of Mr. Venkatraman Yerra Milli as a Board member, which have been instrumental in driving the Companys success all these years.

c) Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on August 11, 2025, had appointed Mr. Harish Kumar Lohia (DIN: 00233227) as an Additional Director in Non-Executive capacity, liable to retire by rotation, with effect from August 11, 2025. Subsequently, the shareholders at the AGM held on September 26, 2025, passed an ordinary resolution regularizing his appointment as a NonExecutive Director of the Company, liable to retire by rotation.

d) Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee of the Company, the Board at its meeting held on August 11, 2025, had appointed Mr. Sagar Bansal (DIN: 11232257) and Mrs. Nupur Bansal (DIN: 11230579), as the Additional Directors in Whole-time capacity, liable to retire by rotation, for a period of three years, with effect from August 11, 2025 till August 10, 2028. Subsequently, the shareholders at the AGM held on September 26, 2025, passed special resolutions, regularizing both their appointments as the Whole-time Directors of the Company, liable to retire by rotation, for a period of three years, effective from August 11, 2025 till August 10, 2028.

• Details of changes in the Directorship after the FY

2025-26

a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Bansal (DIN: 00232617), Managing Director and Mr. Harsh Bansal (DIN: 08139235), Whole-time Director, who have been longest in the office, will retire by rotation at the ensuing AGM and being eligible, offers themselves for re-appointment. The Board, pursuant to the recommendation of the Nomination & Remuneration Committee, recommends their reappointment to the shareholders of the Company.

b) Mr. Shyam Sunder Tikmani (DIN: 01581127), was appointed as an Independent Director of the Company for the first term of five consecutive years, effective from December 29, 2021 to December 28, 2026. His office of Independent Directorship is due for retirement on December 28, 2026. Pursuant

to the recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, the Board, at its meeting held on August 14, 2026, has approved the re-appointment of Mr. Shyam Sunder Tikmani as an Independent Director of the Company, for the second term of five consecutive years, effective from December 29, 2026 to December 28, 2031. The Board recommends his re-appointment to the shareholders by way of special resolution at the ensuing AGM.

c) Mr. Shyam Sunder Tikmani (DIN: 01581127), Independent Director, will be attaining the age of 75 (Seventy-Five) years during his proposed second term of five years and therefore his continuation in office as an Independent Director would require members approval in terms of Regulation 17(1A) of SEBI Listing Regulations. The approval sought for his re-appointment by way of special resolution shall also cover such continuation during his proposed second term.

d) The tenure of Mr. Devakar Bansal (DIN: 00232565), Managing Director and Mr. Sunil Kumar Bansal (DIN: 00232617), Managing Director, expires on 31.03.2027. The Board, pursuant to the recommendations of the Nomination & Remuneration Committee, recommends to the shareholders, their re-appointments at the ensuing Annual General Meeting, for a further period of three years i.e., with effect from April 1, 2027 till March 31, 2030, subject to their office liable to retirement by rotation.

e) The tenure of Mr. Harsh Bansal (DIN: 08139235), Whole-time Director and Mr. Amber Bansal (DIN: 08139234), Whole-time Director, expires on 31.05.2027. The Board, pursuant to the recommendations of the Nomination & Remuneration Committee, recommends to the shareholders, their re-appointments at the ensuing Annual General Meeting, for a further period of three years i.e., with effect from June 1, 2027 till May 31, 2030, subject to their office liable to retirement by rotation.

• Details of Directorship as on the date of this report

As on the date of this report, the Board is constituted with twelve Directors comprising of four Independent Directors, six Executive Directors and two NonExecutive Directors. The details of the same are as follows:

S.No.	DIN	Name of the Director	Designation
1.	00232565	Mr. Devakar Bansal	Managing Director
2.	00232617	Mr. Sunil Kumar Bansal	Managing Director
3.	08139235	Mr. Harsh Bansal	Whole-time Director
4.	08139234	Mr. Amber Bansal	Whole-time Director & CFO
5.	11232257	Mr. Sagar Bansal	Whole-time Director
6.	11230579	Mrs. Nupur Bansal	Whole-time Director
7.	00232863	Dr. Padam Chandra Bansal	Non-Executive Director
8.	00233227	Mr. Harish Kumar Lohia	Non-Executive Director
9.	01648200	Dr. Ramachandran Balachandran	Independent Director
10.	01581127	Mr. Shyam Sunder Tikmani	Independent Director
11.	02016718	Mr. Jyoti Kumar Chowdhry	Independent Director
12.	10709651	Mrs. Indu Bala	Independent Director

None of the Directors of the Company are disqualified from being appointed as Director as specified under Section 164(1) and 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME

In terms of the provisions of Section 149 of the Companies Act, 2013, as amended (‘Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations), the Independent Directors on the Board of your Company as on the date of this report are Dr. Ramachandran Balachandran, Mr. Shyam Sunder Tikmani, Mr. Jyoti Kumar Chowdhry and Mrs. Indu Bala.

The Independent Directors have submitted their declaration of independence, as required under Section 149(7) of the Act stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) and have qualified the online proficiency self-assessment test or shall qualify the same within a period of two years from the date of inclusion of his/her name in the data bank or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

Further, the Independent Directors have also confirmed that:

• They have complied with the Code of Independent Directors as prescribed in Schedule IV to the Act;

• They have complied with POEL Code of Conduct for Board Members and Senior Management;

• They are not disqualified to act as an Independent Directors;

• That they are not debarred or disqualified to act as Directors by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

The Board is of the opinion that the Independent Directors of the Company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

In compliance with Regulation 25 of the SEBI Listing Regulations, the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarization programme during the financial year 2025-26 are available on the website of the Company at https://poel.in/wp-content/ uploads/2026/02/Familiarisation_Program_2025-26_ POEL.pdf.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 2(51) and 203 of the Companies Act, 2013 and the SEBI Listing Regulations:

Sl. No. Name of the KMP	Designation
1. Mr. Devakar Bansal	Managing Director
2. Mr. Sunil Kumar Bansal	Managing Director
3. Mr. Amber Bansal	Whole-time Director & Chief Financial Officer
4. Mr. Aashish Kumar	Company Secretary & Finance
K Jain	Head

There were no changes in the office of Key Managerial Personnel during the period under review.

MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) times during the financial year 2025-26. The details of the Board Meetings with regard to their dates and attendance of each Director thereat have been provided in the Corporate Governance Report forming part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance with Section 118 (10) of the Companies Act, 2013, read with para 9 of the revised Secretarial Standards on Board Meetings.

BOARD COMMITTEES

In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has constituted various Committees to assist in the effective discharge of its responsibilities and to strengthen corporate governance practices. The Company has in place the following Committees constituted by the Board -

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Finance Committee of the Board of Directors

During the period under review, pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, the Board of Directors, at its meeting held on May 5, 2025, had constituted the Corporate Social Responsibility Committee and adopted the terms of reference of the said Committee for overseeing and monitoring the Companys Corporate Social Responsibility initiatives.

The details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members therein, forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees are also available on the website of the Company at www.poel.in.

RECOMMENDATIONS OF THE COMMITTEES

During the year under review, all the recommendations made by the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and the Stakeholders Relationship Committee were accepted by the Board.

REMUNERATION POLICY OF THE COMPANY

In compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors, thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at https://poel.in/wp-content/ uploads/2025/09/Remuneration-Policy.pdf.

The salient features of the policy are as under:

1. Setting out the objectives of the policy.

2. Qualification of Directors including Independent Directors.

3. Positive attributes of Directors including Independent Directors.

4. Criteria for appointment of KMP and Senior Management Personnel.

5. Remuneration of Executive Directors, Non-Executive Directors, KMP and other employees.

There has been no change in the policy during the year.

BOARD EVALUATION

The Board of Directors of the Company has established a framework for the evaluation of its own performance, its committees and individual Directors of the Company in consultation with the Nomination & Remuneration Committee. The Board has set out the criteria covering the evaluation of the Chairman, Executive Directors, Non-Executive Directors and Independent Directors on

the basis of which the evaluation is being carried out on an annual basis in terms of provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

During the year under review, the Board of Directors, at its meeting held on February 13, 2026 have carried out the evaluation of its own performance, committees and Directors of the Company. The Independent Directors in their separate meeting held on even date have also evaluated the performance of the Chairman and NonIndependent Director(s) of the Company in accordance with the framework approved by the Board.

Details of performance evaluation of the Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in Corporate Governance Report. The Directors have expressed their satisfaction with the evaluation process and its results.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

In compliance with the provisions of the Companies Act, 2013, read with rules framed thereunder, M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai (having Firm Registration Number: 004915S/ S200036), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of the 37th Annual General Meeting (AGM) held in the calendar year 2025, to hold office till the conclusion of 42nd AGM proposed to be held in the calendar year 2030. M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, continued to be the statutory auditors of the Company for the period under review.

The Independent Auditors Report issued by M/s. CNGSN & Associates LLP, on the financial statements of the Company for the year ended March 31, 2026, forms an integral part of this Annual Report. There were no qualifications, reservations or adverse remarks in the Standalone and Consolidated Auditors Report for the financial year ended March 31, 2026.

Subsequently, M/s. CNGSN & Associates LLP, Chartered Accountants, vide their letter dated August 14, 2026 tendered their resignation as the Statutory Auditors of the Company with effective from the close of business hours of August 14, 2026. Consequent to the aforesaid resignation, a casual vacancy occurred in the office of the Statutory Auditors of the Company. Pursuant to the recommendation of the Audit Committee and in accordance with the applicable provisions of the Companies Act, 2013, the Board of Directors, at its meeting held on August 14, 2026, has appointed M/s. R K C G & Associates LLP, Chartered Accountants, Chennai (having Firm Registration Number: 000643S/S000160), a peer reviewed firm, as the Statutory Auditors of the Company, with effect from August 15, 2026 to fill the said casual vacancy, subject to the approval of the Members at the ensuing AGM. Upon approval by the Members, the said appointment shall be valid until the conclusion of the ensuing AGM.

Further, pursuant to the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. R K C G & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, to hold office for a term of five consecutive years commencing from the conclusion of the ensuing 38th AGM till the conclusion of the 43rd AGM of the Company proposed to be held in the calendar year 2031. M/s. R K C G & Associates LLP have conveyed their consent and have also confirmed their eligibility and qualification required under the Companies Act, 2013, read with the rules framed thereunder, for holding office of Statutory Auditors of the Company.

Internal Auditors

In terms of provisions of Section 138 of the Companies Act, 2013, and pursuant to the recommendation of the Audit Committee, the Board of Directors had appointed M/s. A.K. Lunawath & Associates, Chartered Accountants (having Firm Registration Number: 010725S), as the Internal Auditors of the Company, for the Financial Year 2025-26.

The internal audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the report of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s. A.K. Lunawath & Associates, Chartered Accountants (having Firm Registration Number: 010725S), as the Internal Auditors of the Company for the Financial Year 2026-27.

Cost Auditor

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, read with rules made thereunder. Accordingly, the Company has maintained the cost records for the production of the said products in compliance with the provisions of the Act.

Mr. K. R. Vivekanandan, Cost Accountant (having Firm Registration Number: 102179) has been appointed as the Cost Auditor of the Company for the financial year 2025-26 for conducting audit of the cost accounts maintained by the Company.

As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditors is required to be ratified by the shareholders of the Company. A resolution seeking members ratification for the remuneration payable to the Cost Auditor for the financial year 2025-26, shall be placed before the shareholders for their approval at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2025-26 does not contain any qualifications, reservations or adverse remarks.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed Mr. K. R. Vivekanandan, Cost Accountant (having Firm Registration Number: 102179), as the Cost Auditor of the Company for the financial year 2026-27.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s. KSM Associates, Practicing Company Secretaries (having Firm Registration No. P2006TN058500), a peer reviewed firm, have been appointed as the Secretarial Auditors of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till the conclusion of the financial year 202930. M/s. KSM Associates continued to be the Secretarial Auditors of the Company for the period under review.

The Secretarial Audit Report for the financial year 202526 in the prescribed Form MR-3 is enclosed as Annexure - II to this report. The said report does not contain any qualifications, reservations or adverse remarks which needs any explanation or comments of the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. During the year under review, such controls were tested and no material weakness in the design or operations were observed.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor or Secretarial Auditor have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT

A robust and integrated risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed by the Audit Committee and the managements actions to mitigate the risk exposure are assessed. The Risk Management Policy can be viewed on the website of the Company at https://poel.in/wp-content/ uploads/2025/09/POEL-Policy-on-Risk-Management. pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and in line with the best governance practices. The Company is having an established and effective Vigil Mechanism in place through the Whistle Blower Policy as approved and adopted by the Board of Directors, for the Directors and employees in accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about serious irregularities, unethical behavior, actual or suspected fraud within the Company. The mechanism has been appropriately communicated within the organization. Any incidents that are reported are investigated and suitable action is taken in line with the Companys Whistle Blower Policy. The details of the policy have been disclosed in the Corporate Governance Report. The Whistle Blower Policy provides a framework to promote responsible whistle blowing by employees. Further, it is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit Committee.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has given loans, provided guarantees, and made investments within the prescribed limits and with all necessary approvals.

During the year under review, the Company made a strategic investment of Rs. 19 Crores (Rupees Nineteen Crores Only) in Planetfirst Green Private Limited ("PGPL"), an Associate Company, towards the acquisition of 40% of its equity share capital (comprising 20,00,000 equity shares), and 85% of its 0.5% Non-Cumulative Non-Convertible Redeemable Preference Share Capital (comprising 2,12,50,000 preference shares).

Further, during the year under review, the Company continued/made investments in Mutual Funds for:

• Providing margin against positions undertaken on the Multi Commodity Exchange (MCX);

• Interim utilisation of funds raised through the preferential issue; and

• Deployment of surplus funds available with the Company from time to time.

The particulars of above investments are disclosed in Note No. 6 & 11 to the Standalone Financial Statements forming part of this Annual Report.

The Company has also extended inter-corporate loans and provided corporate guarantee to PGPL in the ordinary course of business and in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of the loans and guarantees are disclosed in Note Nos. 15 & 46 to the Standalone Financial Statements forming part of this Annual Report.

Except for the aforesaid corporate guarantee and other bank guarantees issued in the ordinary course of business for meeting the Companys contractual obligations, the Company did not provide any other guarantees during the year under review. Further, the Company has not provided any security under the provisions of Section 186 of the Companies Act, 2013.

Subsequent to the period under review, on July 15, 2026, the Company made a strategic investment of Rs. 12,46,88,690/- (Rupees Twelve Crores Forty-Six Lakhs Eighty-Eight Thousand Six Hundred and Ninety Only) towards the acquisition of 51% stake in Trichy Metals and Alloys Private Limited ("TMA") (comprising an aggregate of 69,310 equity shares). The said acquisition was completed through (i) the acquisition of 33,400 equity shares from the existing shareholders pursuant to the execution of Share Purchase Agreement ("SPA"), and (ii) the subscription to 35,910 equity shares by way of preferential issue pursuant to the execution of Share Subscription-cum-Shareholders Agreement ("SSSHA"). Consequent upon completion of the aforesaid transactions, Trichy Metals and Alloys Private Limited became a subsidiary of the Company with effect from July 15, 2026.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the "Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors, at its meeting held on May 5, 2025, constituted the Corporate Social Responsibility (CSR) Committee to oversee and monitor the CSR initiatives and activities of the Company. The composition of the CSR Committee, its terms of reference and other relevant details are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has in place a CSR Policy framed in accordance with the requirements of Section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Policy is available on the website of the Company at https://poel.in/wp-content/uploads/2025/09/POEL- Corporate-Social-Responsibilty-Policy.pdf. Further, the CSR Annual Action Plan of the Company for the financial years 2025-26 and 2026-27 are available on the website of the Company at www.poel.in.

As per the provisions of Section 135 of the Act, the Company is required to spend at least 2% of its average net profits for the immediately preceding three financial years on CSR activities. During the year under review, the CSR initiatives of the Company were under the thrust areas of promoting education, healthcare and sanitation.

During the financial year 2025-26, the Company has spent an amount of Rs. 53,23,506/- including the setoff of excess CSR spend of Rs. 1,29,127/- made by the Company in the previous financial year, for carrying out the CSR Activities as against its CSR obligation amounting to Rs. 53,22,046/-, in terms of the CSR Annual Action Plan approved by the CSR Committee and the Board of Directors, from time to time. In terms of the provisions of Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social Responsibility) Rules, 2014, the company has spent an excess amount of Rs. 1,460/-, which will be available for set-off in succeeding three financial years.

The CSR Committee has confirmed that the implementation and monitoring of the CSR Activities were done in compliance with the CSR objectives and the CSR Policy of the Company. Further, the Chief Financial Officer of the Company has also certified that the funds disbursed for the CSR activities were utilised for the purposes and in the manner approved by the Board, the CSR Committee and in accordance with the Annual Action Plan for the financial year 2025-26.

POELs CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and its CSR Policy. The detailed Annual Report on CSR activities pursuant to the provisions of Section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - III.

ANNUAL RETURN

In terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return for the financial year 2025-26 can be viewed on the website of the Company at https://poel.in/annual- general-meeting/ under the head ‘Annual General Meeting.

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into with related parties, including material related party transactions, during the year under review were undertaken in the ordinary course of business and on an arms length basis. Such transactions were in compliance with the provisions of Section 188 (1) of the Companies Act, 2013, the rules made thereunder, the SEBI Listing Regulations, and the Companys Policy on Related Party Transactions. There were no material related party contracts or arrangements or transactions that could have a potential conflict with the interests of the Company.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and which cannot be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Committee.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note No. 54 of the Standalone Financial Statements. Further, the information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is given as Annexure - IV to this report.

During the year under review, pursuant to the provisions of SEBI Listing Regulations, the material related party transactions of the Company with Planetfirst Green Private Limited, were duly approved by the shareholders at the 37th Annual General Meeting held on September 26, 2025.

The Company proposes to enter into material related party transactions with Trichy Metals and Alloys Private Limited ("TMA"), being the subsidiary Company and with Planetfirst Green Private Limited ("PGPL"), Associate Company, at the mutually agreed terms and conditions. Further, material related party transactions are also proposed to be entered into between TMA and PGPL. All the proposed transactions have been reviewed and recommended by the Audit Committee and the Board of Directors. All the said transactions shall be in the ordinary course of business and on an arms length basis. Since the aggregate of such proposed arrangements / transactions are expected to cross the applicable materiality thresholds as prescribed under

the SEBI Listing Regulations, the prior approval of the Members is being sought. The corresponding resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

In accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has a policy on Related Party Transactions (RPT) uploaded on the website and can be accessed at https://poel.in/wp-content/uploads/2025/09/POEL- Policy-on-Related-Party-Transactions01-04-2022.pdf. All related party transactions entered into during the year were in accordance with the said Policy.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted a policy for determining material subsidiaries and the same is available on the Companys website at https:// poel.in/wp-content/uploads/2026/08/POEL-MATERIAL- SUBSIDIARY-POLICY.pdf

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure - V to this report. Disclosures pertaining to the particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request.

CORPORATE GOVERNANCE

In order to maximize the shareholders value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well- established corporate governance practices besides strictly complying with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable provisions of Companies Act, 2013 and other applicable laws.

A Practicing Company Secretary have examined the requirements of Corporate Governance and certified the compliance, as required under SEBI Listing Regulations and the same forms part of Corporate Governance Report.

In terms of Schedule V to SEBI Listing Regulations, a detailed report on Corporate Governance along with the Compliance Certificate issued by the Practicing Company Secretary is annexed and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companys operations in terms of operational and financial performance, manufacturing activities, business outlook, risks and areas of concerns forms part of the Management Discussion and Analysis, a separate section of this report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Details as required under proviso to Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, as amended, relating to monies accepted from Directors during the year are furnished under the head "related party transactions" in Note No. 54 of the standalone financial statements.

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

(i) Conservation of Energy

Steps taken on conservation of energy:

POEL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken the following steps for conserving energy:

• Utilisation of lights and air-conditioners only when required.

• Minimal usage of ACs and lights during weekend.

• Use of fans, post office hours to reduce the power consumption.

• Replacement with LED lights to reduce power consumption.

• Transition from Light Diesel Oil and furnace oil to LPG fuel in manufacturing operations.

• Upgradation and periodic enhancement of pollution

control equipment to improve energy efficiency and reduce energy consumption in operations.

• Installation of Variable Frequency Drives (VFDs) for efficient motor speed control, thereby reducing energy consumption and improving overall energy efficiency.

Steps taken for utilizing alternate source of energy and capital investment made: NIL

(ii) Research & Development and Technology Absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research & Development.

(iii) Foreign Exchange Earnings and Outgo

(Rs. in lakhs)

(Rs. in Lakhs)
Particulars	2025-26	2024-25
Foreign Exchange Earnings	33,107.25	22,711.27
Foreign Exchange Outgo	91,665.31	89,985.77

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SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the regulators, courts, or tribunals, which influences the going concern status and future operations of the Company.

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

The Company has in place a policy for prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

POEL is committed to fostering a safe, inclusive, and respectful workplace for all employees. To promote awareness and reinforce its commitment to gender equality and prevention of workplace harassment, the Company regularly conducts induction/ refresher training programmes covering gender sensitization, the Code of Conduct and the Prevention of Sexual Harassment (POSH) Policy. These awareness initiatives are conducted throughout the year to strengthen employees understanding of appropriate workplace behaviour and to cultivate a culture of dignity, respect, and mutual trust.

Pursuant to Para 10(l) of Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures with respect to complaints received during the year, disposed off during the year and pending beyond ninety days & at the end of the year, has been provided in the Corporate Governance Report.

MATERNITY BENEFIT

During the year under review, the company has complied with the applicable provisions relating to maternity benefits in accordance with the Maternity Benefit Act, 1961/ the Code on Social Security, 2020, including any statutory amendments thereto. The Company has extended all applicable statutory benefits to all the eligible employees in compliance with the prevailing legal and regulatory requirements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Board of Directors, state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern basis;

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

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

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

Based on the framework of internal financial controls maintained by the Company, work performed by the internal and statutory auditors including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year 2025-26.

OTHER CONFIRMATIONS

Your Directors confirm that during the year under review:

(i) There was no change in the nature of business of the Company;

(ii) There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016;

(iii) There are no instances of one-time settlement with any Bank or Financial Institutions;

(iv) The Companys securities were not suspended from trading;

(v) There were no revisions to the financial statements and the Boards Report of the Company.

(vi) There were no deviation/ variations in the utilisation of funds raised through the preferential issue of Equity Shares and Convertible Warrants.

AWARD AND RECOGNITIONS

During the period under review, your Company was honoured by EEPC India with the award for "Top Exporter in Non-Ferrous Metals" in recognition of its outstanding export performance for the years 2021-22 and 2022-23 under the Medium Enterprise category. In acknowledgement of this achievement, the Company was presented with prestigious trophies at the 46th and 47th EEPC India Southern Region Export Award Ceremonies.

Further, the Company has also received the "Star Performer in Other Non-Ferrous Metals" award from EEPC India Southern Region for its outstanding export performance during 2023-24 under the Large Enterprise category. The Company was felicitated with this honour at the 48th EEPC India Southern Region Export Award Ceremony, further strengthening its position as a leading exporter in the non-ferrous metals sector.

The receipt of these prestigious awards across successive years underscores the Companys consistent excellence in export performance and its sustained growth in the non-ferrous metals sector. The continued recognition by EEPC India is a testament to the Companys strong international presence, unwavering commitment to quality, and its ability to enhance its global competitiveness year after year.

CERTIFICATIONS

POEL is ISO 9001:2015 (Quality), ISO 14001:2015 (Environmental Management), and ISO 45001:2018 (Occupational Health & Safety) certified company. These international standards reflect our unwavering commitment to operational excellence, environmental stewardship, and employee well-being. Our health and safety policies are reviewed regularly to stay aligned with evolving global best practices, reinforcing our safety-first culture and reducing workplace risk. The integrated framework streamlines compliance, enhances efficiency, and optimizes resource use. This holistic approach supports sustainable growth by streamlining operations, synchronizing quality, environmental and health-and-safety efforts, reducing redundancies and reinforcing stakeholder confidence.

GRATITUDE & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the value of contributions rendered by every member of the POEL family at all levels in order to improve the performance of the Company.

For POCL Enterprises Limited
Sunil Kumar Bansal	Devakar Bansal
Managing Director	Managing Director
DIN: 00232617	DIN:00232565
Place : Chennai
Date : August 14, 2026