Poddar Pigments Ltd Directors Report

Dear Members,

Your directors have the pleasure of presenting the 34^th Annual Report of Poddar Pigments Limited ("the Company") together with the Companys Audited Financial Statements for the financial year ended 31^stMarch 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended 31^st March 2025 is summarized below:

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Revenue Receipts (Gross)	42,385	42,356
Other Income	697	651
Total Revenue Receipts including other Income	43,082	43,007
Less: GST	5,535	5,456
Revenue Receipts including other Income (Net)	37,547	37,552
Total Expenses excluding Depreciation and Finance Cost	33,660	32,969
Profit before Finance Cost, Depreciation & Tax	3,887	4,583
Less: Finance Cost	57	25
Less: Depreciation	795	672
Profit before tax	3,035	3,886
Less: Current Tax	589	655
Deferred Tax	150	349
Adjustment	14	-
Profit after tax	2,282	2,882

REVIEW OF OPERATIONS

• FY 2024-25 was a challenging year for the global markets due to various macro-economic reasons. However, despite the various challenges and headwinds, the Company was able to increase its volumes. Profitability took a severe hit due to the significant fall in masterbatch prices and certain other factors affecting the prices of raw material.

• The gross revenue was Rs. 42385 Lakhs for FY 2024-25, reflecting overall stability amidst challenging market dynamics.

• Profit before Tax has decreased to Rs. 3,035 Lakhs from Rs. 3,886 Lakhs ofthe previous year, decreased by 21.90%.

• Profit after Tax has decreased to Rs. 2,282 Lakhs from Rs. 2,882 Lakhs ofthe previous year, decreased by 20.82%.

• Net Worth ofthe Company has increased by 6.72 % to Rs. 29,529 Lakhs, excluding OCI

• Book Value Per Share has increased to Rs. 278 from Rs. 261 in the previous year.

Capital Expenditure Plans

During FY 2024-25, the Company has invested Rs. 13 crores and plans to further invest approximately Rs. 37 crore totaling nearly Rs. 50 crore towards capacity expansion and operational efficiencies. This is expected to enhance overall production capacity by around 50% and strengthen product development capabilities by more than 100%.

RESEARCH AND DEVELOPMENT

Your Company has in-house full-fledged Research & Development Department equipped with a wide range of lab machines, equipments, instruments and testing facilities that enables to deliver a broad spectrum of new & customized solution for tailor made product and formulations like masterbatches for BOPP Films, PP Yarns, Fibres etc. with excellent price benefit ratio. The Company also has technical experts with latest technical know-how & innovative abilities focusing on upgradation of the existing masterbatches and development of new products. The manufacturing units are highly automatic and equipped with sophisticated laboratory facilities to conduct stringent tests.

The Company notes that the In-house Research and Development facility of the Company has been registered with the Department of Scientific and Industrial Research. During the year, the Company has spent of Rs. 1134.96 Lakhs on Research & Product Development initiatives (constituting Rs. 903.61 Lakhs as revenue expenditure and Rs. 231.35 Lakhs as capital expenditure).

SHARE CAPITAL

As on 31^st March 2025, the authorized share capital of the Company stood at Rs. 1,250 Lakhs divided into 1,25,00,000 equity shares of Rs. 10/- each, and the total paid-up equity share capital of your Company was Rs. 1,061 Lakhs divided into 1,06,10,000 equity shares ofRs. 10/- each fully paid-up. During the year under review, there was no change in the share capital of the Company.

Shareholding Pattern (as on 31^st March 2025)

The category-wise shareholding is as follows:

Category	No of Shareholders	No of Shares	Percentage of Shareholding
Promoters & Promoter Group	5	66,23,658	62.43
Institutional Investors	1	24,600	0.23
Non-Institutional Investors	9,979	37,55,552	35.40
Others	199	2,06,190	1.94
Total	10,184	1,06,10,000	100.00

DIVIDEND

During the year under review, The Board of Directors have recommended a final dividend of Rs. 4/- per Equity Share (Rupees Four Only) for F.Y. 2024-25 leading to an outflow of Rs. 424.40 Lakhs subject to the approval of members at the ensuing Annual General Meeting of the Company. This decision reflects the Companys consistent dividend policy of balancing shareholder returns with the need to retain sufficient earnings to fund future growth and capital expenditure. The payment ratio for dividend is about 18.60% of the net profit for the year, aligned with performance and long-term strategic priorities.

TRANSFER TO GENERAL RESERVE

During the year under review, your Company has transferred an amount of Rs. 1909.80 Lakhs to the General Reserves of the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES

As on 31^st March 2025, the Company does not have any Subsidiary, Joint Venture or Associate Company as defined under the Companies Act, 2013. Further, during the year under review no company has ceased to be the Subsidiary, Joint Venture or Associate of the company.

CHANGE IN NATURE OF BUSINESS

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

FINANCIAL SALIENCY

The Companys principal sources of liquidity are cash and cash equivalents, liquid investments and the cash flow that the Company generates from its operations. The Company continued to be net debt free and maintained sufficient cash to meet its strategic and operational requirements. The Companys working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

STAR EXPORT HOUSE STATUS AND CREDIT RATING

Your Company has maintained its Two Star Export House Status under the Foreign Trade Policy 2023 and has been rated by CRISIL, a credit rating agency for its Banking facilities. It has issued a long-term rating of A/Stable and a short-term rating of A1. These ratings reflect your Companys continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and prudent financial policies.

TRANSFER OF EQUITY SHARES AND UNCLAIMED DIVIDEND TO IEPF

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed/unpaid dividends up to the final dividend of the financial year 2016-17 and eligible shares have been transferred to the Investor Education and Protection Fund. In compliance with the applicable Rules and after complying with the requisite formalities, the Company will be transferring the unclaimed/unpaid final dividends of financial year 2017-18 and requisite applicable equity shares to the IEPF Authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at the Companys website.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required in terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed separately forming integral part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, is annexed separately forming integral part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In FY 2024-25, the Company spent Rs. 86.45 Lakhs towards CSR activities, in line with the requirements under the Companies Act, 2013.The expenditure was directed towards initiatives in the areas of education, healthcare, and environmental sustainability, implemented in partnership with accredited agencies.

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, the total amount to be spent under CSR for the financial year and the amount spent is set out at CSR Statement, is annexed herewith as Annexure - A to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

Director Liable to Retiring by Rotation

Smt. Mahima Poddar Agarwal (DIN: 03588809), Non- Executive Non- Independent Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for reappointment.

Re-Appointment of Directors

During the financial year under review, the shareholders at their 33^,d Annual General Meeting held on 23" September, 2024 based on the recommendation of the Board of Directors of the Company and the Nomination and Remuneration Committee, approved the reappointment of Shri Shiv Shankar Poddar (DIN: 00058025) as Managing Director and Shri Gaurav Goenka (DIN: 00375811) as Joint Managing Director & Chief Executive Officer of the Company for a further period of three (3) years with effect from 1^st October, 2024 to 30^th September, 2027 liable to retire by rotation.

Independent Directors

In terms of the provision of Section 149 of the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Gajendra Kumar Bhandari (DIN: 00649176), Shri Ramaseshan Mohan (DIN: 01492721) and Shri M. Mahadevan (DIN: 00786991) are the Independent Directors of the Company during the financial year 2024-25.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your Company, confirming that (a) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence; and (c) they have registered their names in the Independent Directors Databank.

Your Companys Board believes that the Independent Directors of the Company possess the requisite qualifications, experience and expertise and they hold the highest standards of integrity and fulfill the conditions specified in the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025 the company has following Key Managerial Personnels :

1. Shri Shiv Shankar Poddar - Managing Director (DIN: 00058025)

2. Shri Gaurav Goenka - Joint Managing Director & Chief Executive Officer (DIN: 00375811)

3. Shri B.K. Bohra - Chief Financial Officer*

4. Shri Anil Kumar Sharma - Company Secretary**

*Shri B. K. Bohra has resigned w.e.f. closure of business hours of 31^st May 2025 and Shri Yug Mahesshwari has been appointed as Chief Financial Officer w.e.f. 1^st June 2025

**Shri Anil Kumar Sharma has resigned w.e.f. closure of business hours of 10^th April 2025

FAMILIARIZATION PROGRAMME FOR DIRECTORS

During the year, the Company conducted a familiarization program for Independent Directors. This program aimed to deepen their understanding of the Companys operations and familiarize them with its diverse aspects, thereby empowering them to fulfill their roles as Independent Directors more effectively.

The Companys policy on conducting the familiarization program has been disclosed on the website of the Company at https://api.poddarpigmentsltd.com/investorRelation/1692784331320 .pdf.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel strives to ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully. The relationship between remuneration and performance is clear and meets appropriate performance benchmarks and the same is hosted on the website of the Company at the following web link https://api.poddarpigmentsltd.com/investorRelation/169278 4409764.pdf

MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the year under review. The meetings were held on 19^th May 2024, 8^th August 2024, 4⁴¹ November 2024 and 12⁴¹ February 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The details of the composition of Committees, terms of reference, number of meetings held, attendance of the Committee members thereof during the year under review, etc. are provided in the Corporate Governance Report, which forms part of this Annual Report.

AUDIT COMMITTEE

The details of the composition, terms of reference, number of meetings held, attendance of the committee members, etc. of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition, terms of reference, number of meetings held, attendance of the committee members, etc. of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details of the composition, terms of reference, number of meetings held, attendance of the committee members, etc. of the Corporate Social Responsibility Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details of the composition, terms of reference, number of meetings held, attendance of the committee members, etc. of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company as on 31^st March 2025 and of the profit and loss of the Company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on an ongoing basis.

e. The Directors of the Company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively; and

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

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Company believes that a mix of Executive, Independent, and other Non-Executive Directors is one of the important facets of diverse attributes that the Company desires.

Your Company acknowledges that a diverse Board representing differences in educational qualifications, knowledge, experience, gender, age, cultural background, race, ethnicity, thought, perspective, and other diversity results in delivering a competitive advantage and a better appreciation of the interests of stakeholders.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has conducted its annual performance evaluation to examine the performance of the Board, Individual Directors, and Committees in compliance with the Companies Act, 2013 and Regulation 19 read with

Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The criteria for Board Evaluation include aspects such as the Board size, structure, expertise of the Board, development of suitable strategies and business plans, obligations, governance, efforts to learn about the Company and its business, etc. The criteria for Committee evaluation include aspects such as the composition of committees, appropriate number of meetings, confidentiality of its discussions /decisions, suggestions & recommendations to the Board, etc. The criteria for evaluation of Individual Directors include aspects such as the Appropriateness of qualification, knowledge, skills and experience, participation in Board functioning, the extent of diversity in knowledge and industry expertise, attendance and participation in the meetings and working thereof, initiative to maintaining high level of integrity and ethics, etc.

Based on the aforesaid criteria, the Nomination and Remuneration Committee and the Board have evaluated the performance of the Board as a whole, its committees, and individual Directors including Independent Directors. In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board was evaluated. The quality, quantity and timeliness of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties was also evaluated in the said meeting of Independent Directors.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business of the Company. During the year under review, your Company has not entered any contract/ arrangement/transaction with related parties, which could be considered material in accordance with the policy of the Company on related party transactions. None of the transactions with any of the related parties conflicted with the interest of the Company; rather, these were synchronized and synergized with the Companys operations. Details of transactions with related parties during the financial year 2024-25 are provided in the notes to the financial statements.

The policy on related party transactions as approved by the Board is available on the Companys website and can be accessed at https://api.poddarpigmentsltd.com/investorRelation/1724414847537. pdf.The details of related party transactions pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed herewith as Annexure - B to this Report.

Further, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company are as under:

Name of the Entity	% Holding in the Company	Amount (Rs. in Lakhs)	Nature of Transaction
Espouse Resonance Engineering LLP	42.44%	0.96	Rent/Electricity Expenses Received

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder. The Company does not have any unclaimed deposits as on this date.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the percentage increase in remuneration, the ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration, etc. is annexed herewith as Annexure - C to this Report.

The statement containing 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, is provided in a separate annexure forming part of this Report. However, in terms of Section 136 of the Companies Act, 2013, this Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during the business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company in this regard.

HUMAN RESOURCES

Your Companys Human Resources is the important foundation forcreating many possibilities for its business and the Company considers employees as its most valued asset and a key contributor to its success in the last three decades. To create the best place to work, maintain an employee-centric culture, and prepare a future-ready workforce, the HR function constantly works on identifying new possibilities for policy and process improvements. Our HR imperatives focus on building a productive workforce, delivering world-class HR service & support experience and improving compliance & productivity of HR operations, which align with the strategic priorities of the organization.

The efficient operations of manufacturing units, market development and expansion for various products were the highlights of our peoples efforts. Continuous people development for developing knowledge and skills coupled with talent management practices will deliver the talent needs of the organization. Your Companys employee engagement score reflects positive engagement in being part of the organization. Your directors would like to take this opportunity to express their gratitude and appreciation for the passion, dedication, and commitment of the employees and look forward to their continued contribution.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT

Your Companys Occupational Health, Safety and Environment (OHS & E) strategies are directed toward achieving the greenest and safest operations across your Companys units by optimizing natural resource usage and providing a safe and healthy workplace. Your Company has in place the Occupational Health, Safety & Environment (OHS & E) Policy. All employees, right from the shop floor up to the top management are trained to execute their work safely and responsibly.

Employees are encouraged to follow the principle of timely reporting, communication and consultation to avert mishaps at work. The Occupational Health & Safety policy and basic safety principles are

displayed across all work locations. At both manufacturing locations,various events like fire mock drills/trainings are conducted continuously. The Companys manufacturing units in Sitapura and Chaksu are ISO 9001:2015 certified.

The Company continued its commitment to improve the well-being of employees and contract associates through various activities. Programs are being conducted by faculties for employees such as Mass Blood Pressure Screening Camps, Eye Check-up camps, Individual Physiotherapist Consultations, Awareness sessions on Spine and Joint Care, etc. To minimize the overall environmental impact, new techniques were used towards zero carbon emission and waste avoidance/minimization. Your Company has also implemented various measures towards water neutrality and achieved recycling by processing STP/ETP water through RO and achieving less consumption of fresh water requirement.

ESG/SUSTAINABILITY

In addition to maintaining high operational health and safety standards, the Company advanced its sustainability objectives during the year, achieving measurable progress in reducing emissions, improving resource efficiency, and increasing renewable energy usage.

The Company continued to advance its ESG and sustainability agenda during FY 2024-25, building on initiatives from previous years. The Company achieved measurable progress, including reducing its carbon emissions intensity by 3% in the year 2024-25 and reached renewable energy share in operations to 45%. Ongoing programs in waste reduction, energy efficiency, and community engagement remain aligned to medium and long-term ESG targets.

COMMISSIONING OF SOLAR POWER PROJECT

During the year under review, the Company reinforced its commitment to sustainable energy solutions by commissioning a 184 KWp rooftop solar plant at E-10-11 & F-14 to 16, RIICO Industrial Area, Sitapura, Jaipur - 302 022 (Rajasthan), to generate electricity for its Captive Consumption.

AUDITORS AND AUDITORS REPORT Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the shareholders at their 31^st Annual General Meeting of the Company held on 29^th September, 2022, had appointed M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) as Statutory Auditors of the Company from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. The Statutory Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark, which requires any clarification/explanation.

Cost Auditors

In terms of Section 148 of the Act, the audit of cost records of the Company needs to be conducted by a qualified Cost and Management Accountant (CMA). The cost records of the Company are duly prepared and maintained as per Section 148(1) of the Act.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. K.G. Goyal & Associates, Cost Accountants (Registration No. 000024) as Cost Auditors to audit the cost records of the Company for the financial year 2025-26 pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the

Companies (Cost Records and Audit) Rules, 2014, subject to ratification of remuneration by the members in the ensuing Annual General Meeting.

M/s. K.G. Goyal & Associates, Cost Accountants (Registration No. 000024) have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141 read with Section 148 of the Companies Act, 2013.

The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting would be Rs. 60,000/- (Rupees Sixty Thousand Only) plus applicable GST and out of pocket expenses, if any.

Secretarial Auditors

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on 12^th February, 2025 based on recommendation of the Audit Committee, has approved the appointment of M/s. Pinchaa & Co., Practicing Company Secretaries, Jaipur a peer reviewed firm (Firm Registration No. P2016RJ051800) as Secretarial Auditors of the Company for first term of five consecutive years with effect from 1^st April, 2025, subject to the approval of shareholders in the ensuing Annual General Meeting.

The report in respect of the Secretarial Audit carried out by M/s. Pinchaa & Co., Company Secretaries, in Form MR-3 for the financial year 2024-25, is self-explanatory and annexed herewith as Annexure - D to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, Auditors of the Company have not identified and reported any fraud as specified under the second proviso of Section 143(12) ofthe Companies Act, 2013

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

The information relating to the conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is annexed herewith as Annexure - E to this Report.

CYBER SECURITY

Due to increased cyber-attack scenarios, the cyber security maturity is reviewed periodically, and the processes and technology controls are being enhanced in line with the threat scenarios. Your Companys technology environment is enabled with real-time security monitoring with requisite controls at various layers starting from end-user machines to network, servers, applications and data.

RISK MANAGEMENT

The Company recognizes that risk is an integral and inevitable part of the business and is fully committed to managing the risks proactively and efficiently. The Company has a disciplined process for continuously assessing the risks in the internal and external environment along with minimizing the impact of risks. The Company ensuring that mitigation measures are integrated into annual operating plans and regularly tracking their effectiveness. The Company incorporates the risk mitigation steps in its strategy and operating plans.

Key Risks Identified for FY 2025-26

The Board has identified the following material risks in the current operating environment:

• Market volatility due to raw material price fluctuations.

• Foreign exchange risk from export exposure.

• Regulatory changes in domestic and export markets.

• Supply chain disruptions from geopolitical and logistical factors.

• ESG compliance and evolving environmental standards.

• Geopolitical situations like war and tariff changes in various parts of the world including USA.

Each of these risks is monitored quarterly, with specific mitigation strategies outlined in the Risk Management Framework.

The objective of the risk management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholders expectations proactively, and improve organizational resilience and sustainable growth.

The Company regularly identifies the uncertainties and elements of risk which may in the opinion of the board may threaten the existence of the company and after assessing them, devises short-term and long-term actions to mitigate any risk, which could materially impact the Companys long-term plans.

Mitigation plans for significant risks are well integrated with business plans and are reviewed regularly by the management of the Company. The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering rapidly changing business environments and evolving complexities. There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 wherein the employees can approach to the Chairperson of Audit Committee of the Company and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Fair Disclosure. The Whistle Blower Policy requires every employee to promptly report to the Chairperson of Audit Committee any actual or possible violation of these Codes or an event an employee becomes aware of that could affect the business or reputation of the Company.

The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No person has been denied access to the Chairperson of the Audit Committee to report any concerns. Further, the said Policy has been disseminated within the organization and has also been posted on the Companys website at https://api.poddarpigmentsltd.com/investorRelation/1692784388180.pdf.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Codes of Fair Disclosures and Conduct for Insider Trading ("Code") to regulate, monitor and report trading in the Companys shares by the Companys designated persons and their immediate relatives as per the requirements under the Securities and

Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Companys obligation to maintain a digital database, a mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further, it also includes code of practices and procedures for fair disclosure of unpublished price-sensitive information, which has been made available on your Companys website and can be accessed at https://api.poddar pigmentsltd.com/investorRelation/169278 4211054pdf.

DIRECTORS & OFFICERS (D&O) LIABILITY INSURANCE

The Company has in place the Directors and Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. The Internal auditors perform an independent check of the effectiveness of key controls in identified areas of internal financial control reporting.

Internal Auditor also monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company. The Statutory Auditors Report includes a report on the internal financial controls over financial reporting. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time, disclosures relating to loans and investments as on 31^st March 2025 are given in the notes to the financial statements of the Company. During the financial year, there were no guarantees issued, or securities provided by your Company in terms of Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 is available on the website of the Company and can be accessed at https://www.poddarpigmentsltd.com/investor- relations/details/Shareholders%20Information/Annual%20Return.

SECRETARIAL STANDARDS

Your directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, as amended from time to time relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

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

The Company is committed to fair and equal opportunity and to providing a safe and conducive work environment that is free from any kind of harassment including sexual harassment for employees. All employees are trained and sensitized on the prevention of harassment at the time of their joining and periodically thereafter. The Company has

Details of complaints during the year under review are as under:

MATERNITY BENEFIT

During the period under review, The Company has complied with the provisions of relating to the Maternity Benefit Act, 1961

AWARDS AND RECOGNITIONS

During the year, the Company undertook initiatives in its chosen area of business to emerge as a truly global brand. Several awards and rankings continue to endorse your Company as a thought leader in the industry.

During the financial year 2024-25, the Company has been recognized with the "Green Energy Position Award". The award ceremony was an occasion, held on May 6^th, 2024, organized by The Employers Association of Rajasthan in Dubai, UAE.

Further, the Company has been recognized with the Special Jury Trophy 2024 " for contribution in CSR Excellence in the Large-Scale Industry category. The award ceremony held on December 1^st, 2024, organized by The Employers Association of Rajasthan in Jaipur, India.

OTHER DISCLOSURES

• As per the information received from M/s. Espouse Resonance Engineering LLP on 27^th February 2024, M/s. Espouse Resonance Engineering Private Limited has been converted into M/s. Espouse Resonance Engineering LLP. Further, the name of M/s. Espouse Resonance Engineering Private Limited was updated as M/s. Espouse Resonance Engineering LLP in the respective DematAccount on 12^th April 2024.

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

1. There were no issue of equity shares with differential rights as to dividends, voting, or otherwise.

2. There was no issue of shares including sweat equity shares to employees of the Company under any scheme.

3. There were no material changes and commitments in terms of Section 134(3)(l) of the Companies Act, 2013, affecting the financial position of the Company between the end of the financial year to which this financial statement relates on the date of this report.

4. There were no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the

adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder as amended from time to time. Your Company has not received any complaint during the year under review and has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

going concern status ofthe Company and its future operations.

5. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. The requirement of disclosure of details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the period under review.

CAUTIONARY STATEMENT

Statements in the Boards Report" and the "Management Discussion and Analysis Report" describing the Companys objectives, projections, estimates, expectations, or predictions may be considered as "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The factors that might influence the operations of the Company are economic conditions, government regulations and natural calamities over which the Company has no control. The Company assumes no responsibility in respect of the forward-looking statements herein, which may undergo changes in the future based on subsequent developments, information or events.

APPRECIATION

We would like to record our gratitude and appreciation to all our stakeholders including the Central and State Government Authorities, Banks, Local Communities, Government/Regulatory authorities, customers, business associates, vendors, shareholders and investors forming part of the Company for their continued cooperation and support during the year and look forward to their continued support in future. Your support holds us in good stead and motivate us to pursue greater opportunities, responsible growth and enhanced delivery of our strategy. Your directors also take this opportunity to thank our employees, whose enthusiasm, energy and zeal, help us in progress along with our vision.

For and on behalf of the Board of Directors

Mahima P. Agarwal Gaurav Goenka

Director Joint Managing Director & CEO

(DIN: 03588809) (DIN: 00375811)

Place : Chennai Date : 11^th August, 2025

S. No. Details	No. of Compliant
a Number of complaints of sexual harassment received in the year	Nil
b Number of complaints disposed off during the year	Nil
c Number of cases pending for more than ninety days	Nil