POCL Enterprises Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 37th Annual Report on your business and operations together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Companys financial performance for the year ended

March 31, 2025 is summarized below:

(Rs. in Lakhs)

PARTICULARS	2024-25	2023-24 dividend
Revenue from Operations	1,45,009.73	1,12,044.19
Other Income	122.80	39.40
Total Income	1,45,132.53	1,12,083.59
Total Expenditure (excluding Finance Cost & Depreciation)	1,38,739.91	1,08,162.06
Earnings Before Interest, Depreciation and Taxes (EBIDTA)	6,392.62	3,921.53
Finance Cost	1,873.33	1,360.55
Depreciation & Amortisation	339.65	173.52
Profit Before Tax	4,179.64	2,387.46
Tax Expense	1,061.77	613.57
Profit After Tax	3,117.87	1,773.89
Other Comprehensive Income (Net of Taxes)	(2.78)	(2.18)
Total Comprehensive Income	3,115.09	1,771.71

FINANCIAL PERFORMANCE

Revenue from Operations for the financial year 2024-25 was Rs. 1,450.09 Crores, which was 29.42% higher than the revenue of Rs. 1,120.44 Crores in the previous year. This remarkable growth trajectory is primarily driven by the ongoing success of the Metal and Metallic Oxide segment, which is a core engine of profitability in the past few years.

The Company has achieved export sales of Rs. 216. 47

Crores in 2024·25, compared to Rs. 209.55 Crores in the previous year, signifying the demand for the Companys product internationally.

.62 The Operating Profit

Lakhs as against Rs. 3,921.53 Lakhs in the previous year. The Operating Margin of the Company has increased to 4.41% in the current year as against 3.50% in the previous year. The profitability for the year has also improved from Rs. 2,387.46 Lakhs in the previous year to Rs. 4,179.64 Lakhs in the current financial year.

Further, taking into considerations the impact of subdivision, the earnings per share for the year ended March 31, 2025 was Rs. 11.18/- as against Rs. 6.36/- in the previous year. The Net Worth of the Company as at March 31, 2025 was Rs. 9,789.80 Lakhs as against Rs. 6,814.11 Lakhs in the previous year.

DIVIDEND

Based on the Companys performance, your Directors are pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting of Re. 0.70/- (Seventy (‘AGM),paymentoffinal Paise only) per Equity Share of Rs.2/- (Rupees Two only) each, fully paid-up, (i.e., 35%) for the year ended March 31, 2025, out of the current years profits. The proposed final dividend payout will amount to Rs. 2,15,36,258.10/-

The Company has fixed Friday, September 05, 2025 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 25, 2025.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

TRANSFER TO RESERVES

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

SHARE CAPITAL

The details of changes in the capital structure of the Company are as follows-

(a) Sub-division of Existing Equity Shares of the Company

Pursuant to the shareholders approval vide ordinary resolution passed at the 36th AGM of the Company held on September 23, 2024, the then existing equity shares of the Company were sub-divided with effect from the record date i.e., October 25, 2024, such that

One (1) Equity Share of face value of Rs. 10/- (Rupees ten only) each was sub-divided into Five (5) Equity Shares of face value of Rs. 2/- (Rupees two only), each ranking pari-passu in all respects. Following the sub-division of the equity shares, the ISIN of the

Company has been changed from INE035S01010 to INE035S01028.

(b) Increase in Authorised Share capital

Pursuant to the shareholders approval vide ordinary resolution at the 36th AGM of the Company held on September 23, 2024, the Authorised Share

Capital of the Company stands increased from Rs. 6,00,00,000/- (Rupees Six Crores only) comprising of 60,00,000 Equity Shares of Rs. 10/- each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) comprising of 7,50,00,000 Equity Shares of Rs. 2/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2025 stood at Rs. 5,57,59,920/- (Rupees Five Crores Fifty-Seven Lakhs

Fifty-Nine Thousand Nine Hundred and Twenty only) comprising of 2,78,79,960 Equity Shares of Rs. 2/- each.

(c) 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 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 non-promoter persons/ entities and had closed the offer for the balance issued convertible warrants due to non-receipt 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.

AMENDMENTS TO THE CHARTER DOCUMENTS OF THE COMPANY

Pursuant to the shareholders approval vide ordinary resolution at the 36th AGM of the Company held on September 23, 2024, in view of the sub-division of the equity shares and increase in the authorised share capital of the Company, the Capital Clause of the Memorandum of Association (MOA) of the Company was altered. Further, pursuant to the shareholders approval vide special resolution at the EGM of the Company held on April 28, 2025, the Articles of Association (AOA) of the Company was also 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.

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

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
2017·18	01.09.2018	93,501.60	08.10.2025
2022-23	20.09.2023	78,123.00	26.10.2030
2023-24	23.09.2024	1,10,563.00	28.10.2031

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 list of shareholders whose shares are due to be transferred to IEPF can be accessed from the website of the Company at www.poel.in. The details of the unclaimed dividend and the underlying shares which has been transferred to the IEPF Authority by the Company are as follows:

Dividend declaration year	Unclaimed dividend (in Rs.)	No. of underlying Equity Shares transferred*
2014-15	89,280.00	87,265
2015-16	75,431.00	35,020

*The number of equity shares stands increased pursuant to the sub-division, with effect from the record date being October 25, 2025.

The details of the dividend declared by the Company corresponding to the shares which are lying in the IEPF Account are as follows:

In accordance with the provisions of Rule 6 of the IEPF Rules, any dividend declared by the Company, pertaining to the shares which are lying in the IEPF Account, is also required to be credited to the demat account of the IEPF Authorities. In line with the aforesaid provisions, the details of the dividend declared and credited by the company pertaining to the unclaimed shares lying in the IEPF Account are as follows:

Dividend declaration	year	Dividend (in Rs.)
2022-23		34,906.00/-
2023-24		59,979.50/-

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.

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/dividends to the IEPF. Details of the unclaimed dividends and the shares which are liable to be transferred to the IEPF Authority are available on the website of the Company at www.poel.in.

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.

BUSINESS DEVELOPMENT

Lead Refining & Smelting Capacity Expansion at business division located at Maraimalai Nagar: During the review period, the Company increased its Lead Metal production capacity at A1, SIDCO Industrial Estate, Maraimalai Nagar,

Kanchipuram District, Tamil Nadu · 603209. This strategic capacity enhancement has resulted in additional refining capacity and smelting capacity of 11,000 MTPA each, strengthening the companys ability to meet growing market demand and execute larger contracts with a positive impact expected on the turnover and profitability.

Reduced Carbon Footprints: In line with the Companys commitment to environmental sustainability, the Company has transitioned to LPG fuel as a replacement for furnace oil and light diesel oil at both its Pondicherry facilities since September 2024. This initiative has not only reduced POELs carbon footprint but has also improved operational efficiency.

Strategic Investment: Subsequent to the period under review, the Board of Directors of the Company had approved a strategic investment in M/s. PlanetFirst Green Private Limited (PGPL) involving acquisition of 40% Equity shares and 85% of the Non-cumulative Non-

Convertible Redeemable Preference Shares of PGPL from its existing shareholders and promoters by execution of Shareholders Agreement and Share Purchase Agreement involving a total consideration of Rs. 19 Crores (Rupees Nineteen Crores only). Pursuant to the completion of the said acquisition of the shares of PGPL on June 25, 2025, M/s. PlanetFirst Green Private Limited has become an Associate Company of POCL Enterprises Limited.

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company is neither a Holding Company nor a

Subsidiary of any other Company as on March 31, 2025.

The Company has no Associate Company or Joint

Venture Company within the meaning of Section 2(6) of the Companies Act, 2013 as on March 31, 2025.

Subsequent to the period under review, on June 25, 2025, the Company has acquired 40% of the Equity Shares and

85% of the Non-cumulative Non-Convertible Redeemable

Preference Shares of M/s. PlanetFirst Green Private

Limited. This acquisition has resulted in M/s. PlanetFirst Green Private Limited becoming an Associate Company of POCL Enterprises Limited, as defined under Section

2(6) of the Companies Act, 2013.

DIRECTORS

As on March 31, 2025, the Board was constituted with ten

Directors comprising of four Independent Directors, five Executive Directors and one Non-Executive Director.

• Details of changes in the Directorship during the FY 2024-25 a) Pursuant to the shareholders approval by way of special resolutions passed at the AGM held on

September 20, 2023, Mr. Devakar Bansal (DIN: 00232565), Managing Director, Mr. Sunil Kumar

Bansal (DIN: 00232617), Managing Director, and Mr. Venkatraman Yerra Milli (DIN: 00232762), Whole time Director were re-appointed for a period of three (3) years with effect from April 1, 2024 till March 31, 2027 and Mr. Harsh Bansal (DIN: 08139235), Whole-time Director and Mr. Amber Bansal (DIN: 08139234), Whole-time Director were also re-appointed for a period of three (3) years effective from June 1, 2024 till May 31, 2027. b) In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Padam Chandra Bansal (DIN: 00232863), Director and Mr. Harsh Bansal (DIN: 08139235), Whole-time Director, who were longest in the office, retired by rotation at the AGM held on September 23, 2024 and being eligible, offered themselves for re-appointment. Their appointment was confirmed by the shareholders in the said AGM. c) Pursuant to the shareholders approval vide special resolutions passed at the AGM held on September 23, 2024, Dr. Ramachandran Balachandran (DIN: 01648200) and Mrs. Indu Bala (DIN: 10709651) were appointed as the Independent Directors on the Board of the Company, for the first consecutive years, effective from August 1, 2024 till July 31, 2029. d) In terms of the provisions of Section 149 (11) of the Companies Act, 2013 and the rules made thereunder, on account of completion of the two consecutive terms of Independent Directorship on the Board of the Company, Mrs. Indra Somani (DIN: 07136517) and Mr. Harish Kumar Lohia (DIN: 00233227) ceased to be the Independent Directors on the Board of the Company, effective from the closing hours of September 11, 2024 and December 23, 2024 resepectively. The Board places on record, its sincere gratitude for the invaluable contributions, experience and guidance of Mrs. Indra Somani and

Mr. Harish Kumar Lohia. e) On account of completion of the tenure of Independent Directorship, Mr. Harish Kumar Lohia (DIN: 00233227) stepped down as Chairman of the Board, effective from the closing hours of November 04, 2024. Subsequently Dr. Ramachandran Balachandran (DIN: 01648200), Independent Director, was appointed as the Chairman of the Board, effective from November 5, 2024.

• Details of changes in the Directorship after the FY 2024-25 a) In accordance with 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 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) 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) has 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. While he will no longer serve on the Board, he will continue to contribute to the Companys growth and strategic direction in his new capacity. The Board places on record, its sincere gratitude for the invaluable contributions, experience and guidance of Mr. Venkatraman Yerra Milli, which have been instrumental in driving the Companys success all these years. c) Based on the recommendations of the Nominationterm of five and Remuneration Committee and the Audit Committee of the Company, the Board at its meeting held on August 11, 2025, has appointed Mr. Sagar Bansal (DIN: 11232257) and Mrs. Nupur Bansal (DIN: 11230579), as the Additional Directors in Whole-time capacity, for a period of three years, effective from August 11, 2025 till August 10, 2028 and their office shall be liable to retirement by rotation. Both Mr. Sagar Bansal and Mrs. Nupur Bansal are the members of the Promoter Group of the Company. The Board recommends their appointment to the members, as Whole-time Directors on the Board of the Company by way of special resolutions proposed to be passed at the ensuing AGM of the Company. d) Based on the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on August 11, 2025, has appointed Mr. Harish Kumar Lohia (DIN: 00233227), as Additional

Director in Non-Executive capacity, effective from

August 11, 2025 and he shall be liable to retire by rotation. The Board recommends his appointment to the members, as Non-Executive Director by way of ordinary resolution proposed to be passed at the ensuing AGM of the Company.

• 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 Non-Executive 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

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 2024 25 are available on the website of the

Company at http://poel.in/investors.html#invstr under the head ‘Policies.

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
4.	Mr. Aashish Kumar K Jain	Company Secretary & Finance Head

During the period under review, pursuant to the recommendation of the Audit Committee and the Nomination and Remuneration Committee, Mr. Amber

Bansal was re-appointed as the Chief Financial Officer and the Key Managerial Personnel of the Company with effect from June 01, 2024. Apart from the aforementioned, 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 4 (four) times during the financial year 2024-25. 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 SEBI Listing Regulations, the Company has in place the following Committees constituted by the Board : (a) Audit Committee (b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

During the period under review, the above committees were re-consituted by the Board and the details of the same are provided in the Corporate Governance Report. Further, in addition to the above committees, the Board at its meeting held on November 4, 2024, had constituted the Finance Committee of the Board of Directors and adopted the terms of reference of the said Committee. The said committee was also re-consituted by the Board and the details of the same are provided in the Corporate Governance Report.

Subsequent to the period under review, pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, the Board at its meeting held on May 5, 2025, had constituted the Corporate Social

Responsibility Committee for discharging the corporate social responsibility activities and adopted the terms of reference of the said Committee. The details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of the members of the aforesaid Committees, forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of the above 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 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 http://poel.in/pdf/Remuneration%20Policy. 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, 2025 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 Non-Independent 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. Darpan & Associates, Chartered Accountants, Chennai (having Firm

Registration Number: 016156S), has been appointed as the Statutory Auditors of the Company at 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting to be held in the calendar year 2025. M/s. Darpan & Associates, Chartered Accountants, Chennai, continued to be the Chartered Accountants of the Company for the period under review.

There were no qualifications, reservations or adverse remarks in the Auditors Report for the financial year ended March 31, 2025. Further, as M/s. Darpan & Associates will complete their second term as the statutory auditors on conclusion of the 37th Annual General Meeting, considering the recommendations of the Audit Committee, the Board has recommended the appointment of M/s. CNGSN & Associates LLP, Chartered Accountants (having

Firm Registration Number: 004915S/S200036), a peer reviewed firm, as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company to be held in the calendar year 2030. M/s.

CNGSN & Associates LLP have confirmed their eligibility and qualification required under the Companies Act, 2013 for holding office as Statutory Auditors of the Company.

Internal Auditors

In terms of provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s. CNGSN & Associates LLP, Chartered Accountants (having Firm Registration Number: 004915S/S200036), as the Internal Auditors of the Company, for the Financial Year 2024-25.

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.

For the Financial Year 2025-26, the Board of Directors have appointed M/s. A.K. Lunawath & Associates, Chartered Accountants (having Firm Registration Number: 010725S) as the Internal Auditors of the Company.

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 2024-

25 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 shall be placed before the shareholders for their approval at the ensuing Annual General Meeting.

The Cost Audit Report for the financialyear 2024-25 does not contain any qualifications, remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI Listing Regulations, the Board of Directors has appointed Mrs. Deepa V Ramani, Practicing Company Secretary as the Secretarial Auditor for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 in the prescribed Form MR-3 is enclosed as Annexure - I to this report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks which needs any explanation or comments of the Board. Further, in terms of provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of SEBI Listing Regulations, and taking into consideration the recommendations of the Audit Committee, the Board of Directors have recommended the appointment of M/s. KSM Associates (having Firm Registration No. P2006TN058500), a peer reviewed firm, 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 2029-30. M/s. KSM Associates have confirmed their eligibility and qualification for holding office as the Secretarial Auditors of the Company.

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 efficientconduct 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. reservations or adverse

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 http://poel.in/pdf/POEL%20Policy%20 on%20Risk%20Management.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.

PARTICULARSOFLOANS,INVESTMENTS,GUARANTEES AND SECURITIES

In compliance with the provisions of Section 186 of the

Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has Investments in Mutual Fund. The said investment is made for the purpose of providing margin against the positions taken with Multi Commodity Exchange. The particulars of the investment made are given in Note No. 11 of the financial statements.

Apart from the above investment, the Company has not given any loans or has made any other investments or provided any security during the period under review. The Company has not given any guarantees other than bank guarantees in the normal course of business to meet its contractual obligations.

Subsequent to the period under review, on June 25, 2025, the Company has made an investment of Rs. 19 Crores (Rupees Nineteen Crore only) in M/s. PlanetFirst Green Private Limited, towards the acquistition of 40% of the equity share capital of PGPL (comprising of 20,00,000

Equity Shares), and 85% of the Non-Cumulative Non-Convertible Redeemable Preference Share Capital (comprising of 2,12,50,000 Preference Shares).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 and eradicating hunger and malnutrition. The Company has spent an amount of Rs. 26,64,743/- for carrying out the CSR Activities as against its CSR obligation amounting to Rs. 25,35,616/-. 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. 1,29,127/-, which will be available for set-off in succeeding three financial years.

Further, the unspent CSR amount of Rs. 29,977/- of the financial year 2023-24, which arose due to the delay in spending by the Trust (registered for undertaking CSR activities) to which the Company has provided funds from its CSR obligation for the FY 2023-24, was transferred to Prime Ministers National Relief Fund, a fund specified under Schedule VII in compliance with Section 135 of the Companies Act, 2013 within the prescribed time, during the period under review.

In accordance with the provisions of Section 135(9) of the Companies Act, 2013, as the amount to be spent for CSR activities during the period under review, did not exceed Rupees Fifty Lakhs, there was no requirement for constitution of the CSR Committee and the functions of such Committee were duly discharged by the Board of

Directors. The Chief Financial Officer of the Company has also certified that the funds disbursed have been utilised for the purpose and in a manner as approved by the Board and in accordance with the Annual Action Plan for the financial year 2024-25. Subsequent to the period under review and in compliance with the provisions of the Section 135 of the Companies

Act, 2013 read with the rules made thereunder, the Board at its meeting held on May 5, 2025, had constituted the Corporate Social Responsibility Committee for discharging the CSR related activities. The composition, terms of reference, and other relevant details of the

CSR Committee have been provided in the Corporate

Governance Report forming part of this 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/pdf/investors-desk/policies/POEL- Corporate-Social-Responsibiltiy-Policy.pdf. Further, the CSR Annual Action Plan of the Company for the financial years 2024-25 and 2025-26 is available on the website of the Company at www.poel.in.

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 - II.

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 2024 25 can be viewed on the website of the Company at http://poel.in/investors. html#invstr under the head ‘Annual General Meeting.

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties during the period under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms length basis. There were no material contracts/ arrangements/ transactions with related parties which may have potential conflict with the interest 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. 48 of the 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 - III to this report. The Company proposes to enter into material related party transactions with M/s. PlanetFirst Green Private Limited, Associate Company, at the mutually agreed terms and conditions. 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 of the Company and on an arms length basis. As the aggregate of such proposed arrangements / transactions are expected to cross the applicable materiality thresholds as mentioned in the SEBI Listing Regulations, the prior approval of the Members is being sought. The resolution seeking approval of the Members on material related party transactions forms part of the Notice of the 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/ pdf/POEL%20Policy%20on%20Related%20Party%20 Transactions.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 – IV 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.

The Statutory Auditors of the Company 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 Statutory Auditors of the Company 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. 48 of the 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: Auto-shutting down of systems when not in use. 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 lighting power consumption.

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

Steps taken for utilizing alternate source of energy and capital investment made: In alignment with the companys commitment to environmental sustainability, POEL has undertaken a significant transition from furnace oil and light diesel oil to LPG fuel in its manufacturing operations at both Pondicherry facilities. This strategic shift to an alternative energy source has led to a substantial reduction in the companys carbon footprint while also enhancing operational efficiency. The capital investment made on energy conservation equipments amounts to Rs. 91.45 Lakhs.

(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

(a) Foreign Exchange Earnings - Rs.22,711.27 Lakhs (PY Rs. 21,592.42 Lakhs)

(b) Foreign Exchange Outgo - Rs.88,171.48 Lakhs (PY Rs. 70,274.58 Lakhs)

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.

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 provisions of the Maternity Benefit Act, 1961, including any statutory amendments thereto, and has extended all applicable statutory benefits to all the eligible employees.

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, 2025, 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, 2025 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.

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, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year 2024-25

OTHER CONFIRMATIONS

Your Directors confirm that:

(i) During the year under review, 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 during the year under review; (iii) There are no instances of one time settlement with any Bank or Financial Institutions.

(iv) The Companys securities were not suspended from trading during the year under review.

AWARD AND RECOGNITIONS

During the year under review, your Company was awarded as the “Star Performer in Non-Ferrous Metals” by EEPC INDIA in recognition of outstanding export performance for the year 2019-20 under Medium Enterprise category and for the year 2020-21 under Small Enterprise category. As a testament to this exceptional achievement, the

Company has been bestowed with prestigious trophies at the 44th & 45th EEPC India South India Export

Award Ceremonies. These awards serve as a powerful endorsement of our companys export excellence.

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

Devakar Bansal	Sunil Kumar Bansal
Managing Director	Managing Director
DIN: 00232565	DIN: 00232617
Place : Chennai
Date : August 11, 2025