Pondy Oxides & Chemicals Ltd Directors Report

Dear Members,

Your Directors are pleased to present herewith the 30 th Annual Report on the business and operations of your company along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31 st March 2025.

FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year ended 31 st March 2025, and the comparative figures for the previous year are summarised below:

(Rs in Lacs)

Particulars	Standalone		Consolidated
	For the year ended 31 st March 2025	For the year ended 31 st March 2024	For the year ended 31 st March 2025	For the year ended 31 st March 2024
Revenue from Operations	2,02,826.59	1,52,562.32	2,05,690.53	1,54,240.46
Other Income	365.56	274.67	225.03	230.29
TOTAL REVENUE	2,03,192.15	1,52,836.99	2,05,915.56	1,54,470.75
Profit Before Depreciation, Interest and Tax (PBDIT)	10,755.20	7,721.01	10,710.91	7,438.11
Depreciation and Interest	2,282.81	2,557.95	2,882.44	3,036.79
PROFIT BEFORE TAX (PBT)	8,472.39	5,163.06	7,828.47	4,401.32
Tax	1,966.13	1,211.54	2,023.01	1,214.10
Profit for the Year	6,506.26	3,951.52	5,805.46	3,187.22
Other Comprehensive Income	(13.64)	2.25	(13.64)	2.25
TOTAL INCOME	6,492.62	3,953.77	5,791.82	3,189.47

OPERATIONS AND PERFORMANCE OVERVIEW:

Indias economic performance in Financial Year 2024-25 shows growth and stability, with real GDP rising at 6.5% and inflation easing to its lowest in years. Strong participation in capital markets, record exports, and healthy foreign exchange reserves indicate growing confidence. Key sectors like manufacturing, services, and infrastructure are pushing ahead, supported by steady investment and policy focus. Indias fundamentals are sound, offering reassurance for a stronger, more inclusive future amidst global economic challenges.

As you are aware that during the year under review, the global economy is facing a precarious situation due to increased trade tensions and policy uncertainty. Furthermore, Higher tariffs are expected to strain supply chains, increase production costs, and delay investment decisions. However, the Company dealt with these uncertainties by operational excellence, adhering to a disciplined capital allocation, strict implementation of government regulation, maneuvered marketing strategies and the guidance of an experienced leadership team, backed by the continued trust and support of our stakeholders.

Amidst the above-mentioned impediments, the Company was able to generate revenue from Operations of Rs 2,028.27 Crs as against Rs 1,525.62 Crs in the previous year, up by 33% year-on-year and a net profit of Rs 65.06 Crs as against Rs 39.52 Crs in the previous year, up by 65% year-on- year.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2024-25, except an amount of Rs 3.30 Crs, which has been transferred to General Reserve as at 31 st March 2025.

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 to which the financial statements relate and the date of this report.

BUSINESS DEVELOPMENTS DURING THE YEAR

Your company has laid out a well-defined roadmap for sustainable growth and diversification. The ultimate focus is on expanding capacities in different verticals of non-ferrous metals.

During the year under review, your company has commenced commercial production of first phase of 36,000 MTPA out of the total licensed Capacity of 72,000 MTPA in its plant located in Thervoykandigai, Tamil Nadu, which is a fully automated advanced facility and first of its kind with features of overall operational efficiency.

Your company has successfully raised Rs 175 Crs through Qualified Institutional Placement (QIP). The funds raised are being strategically utilised to strengthen POCLs operational capabilities, drive expansion plans, and achieve its TARGET 2030, focusing on sustainable growth, innovation, and value creation for all stakeholders.

DIVIDEND:

The Board of Directors in their meeting held on 16 th May 2025 have recommended a Final Dividend at 70% i.e Rs 3.5/- per share [Previous Year: 50%] on Face Value of Rs 5/- each for the Financial Year ended 31 st March 2025. If declared at the ensuing Annual General Meeting (AGM), the total dividend outgo would amount to Rs 10.68 Crs (Previous year: Rs 6.51 Crs).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

a) Transfer of Unclaimed/Unpaid Dividend to IEPF

I n accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unpaid and unclaimed dividends amounting to Rs 2.14 Lacs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2024-25.

b) Transfer of Shares to IEPF

I n accordance with the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 990 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2024-25. Details of shares transferred to IEPF have been uploaded on the website of the Company.

ANNUAL RETURN:

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form MGT-7 is to be placed on the website of the Company. The same is available on the website of the Company https:// pocl.com/annual-returns/

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31 st March 2025, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including one women Independent Directors. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (AGM) of the Company, every year. Mr. Ashish Bansal, Managing Director (DIN: 01543967), retires by rotation at the ensuing 30 th AGM and being eligible, offers himself for re-appointment.

Mr. Anil Kumar Bansal - Chairman and Whole Time Director, Mr. Ashish Bansal - Managing Director, Mr. K. Kumaravel - Director Finance & Company Secretary and Mr. B. Vijay - Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended 31 st March 2025.

Mr. Vijay Anand, Mr. M. Ramasubramani and Ms. Shanti Balamurugan are the Independent Directors on the Board. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company. Pursuant to the recommendations of the Nomination and Remuneration Committee and the approval of members in the 29 th Annual General Meeting dated 18 th September 2024, the following changes were made in the composition of the Board of Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25:

(a) Appointment of Ms. Shanti Balamurugan (DIN: 07730909) as a Non-Executive Independent Director of the Company for a period of 5 years with effect from 22 nd July 2024.

(b) Re-appointment of Dr. M Ramasubramani (DIN: 07999117) as Non-Executive Independent Director for the second term of 5 years with effect from 13 th March 2025.

(c) Re-appointment of Mr. K Kumaravel (DIN: 00664405) as Whole-time Director for a period of 3 years with effect from 30 th December 2024.

(d) Cessation of Ms. Shoba Ramakrishnan (DIN: 02773030) as an Independent Director of the Company with effect from the close of business hours on 18 th September 2024, consequent to completion of her 2 nd term of 5 years as Independent Director.

The Board of Directors of the Company met six times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. 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.

FAMILIARISATION PROGRAMME:

The Company has in place a familiarisation programme for its Independent Directors. The objective of the programme is to familiarise Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programmes which include interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis.

The details of familiarisation programme during the Financial Year 2024-25 are available on the website of the Company Familiarization-programme-Independent-Directors.pdf

BOARD COMMITTEES:

The Board has constituted four Committees, viz. Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations and is authorised to constitute other functional Committees, from time to time, depending on business needs. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees

BOARD EVALUATION:

The Nomination and Remuneration Committee of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBIs Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Boards composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman. During the year under review, the questionnaire was circulated to all the Board Members of the Company in a transparent and confidential manner and based on their responses, a detailed report was presented to the Board on an anonymous basis to give an understanding of its working dynamics, highlight areas of strength/improvement and proposed the suggested action plan to improve the Boards overall performance and effectiveness. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

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

REMUNERATION POLICY OF THE COMPANY:

This policy on the nomination and remuneration of Directors and Key Managerial Personnel has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.

The said policy is available on the website of the Company at .The remuneration policy is in consonance with existing industry practice. There has been no change in the policy during the year.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosures relating 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 forms part of this Report as Annexure - I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to

Number of Employees as on the closure of Financial year:

Female	57
Male	411
Transgender	Nil

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

(A) Conservation of Energy -

(i) Steps taken on conservation of energy:

> STPs installed in our plants for conservation of water energy. Water treated from these STPs is used as process water and for horticulture in all of our plants.

> Usage of natural Gas instead of Furnace Oil as a means of cleaner fuel and to save the energy cost.

This change will help the Company in reducing time, energy and water consumption.

(ii) Steps taken for utilising alternate source of energy and capital investment on energy conservation equipments :

The Company is in the process of completing the installation of solar panels at the roof of plants situated in Tamil Nadu, thereby minimising the consumption of electricity from commercial electricity boards. The Company is planning to install more solar panels in all other plants also.

(iii) Capital investment on energy conservation equipments - Rs 86.39 Lacs

(B) Technology absorption:

The Company has installed fully automated advanced facility and first in its kind in India for manufacturing of Lead and Lead Alloys with complete process facility with advance pollution control equipment with zero emission in the process.

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo	(Rs in Lacs) 2024-25	(Rs in Lacs) 2023-24
Foreign Exchange Earnings	1,34,893.62	88,936.56
Foreign Exchange Outgo	1,54,711.97	1,20,920.26

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of the Companies Act 2013 and necessary rules framed thereunder, all contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms length basis. All Related Party Transactions are placed before the Audit Committee for their review and approval. The Audit Committee has provided omnibus approval for transactions which are of repetitive nature and/or entered in the Ordinary

Course of business and are at Arms Length and the Audit Committee also reviews the transactions periodically on quarterly basis. Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC- 2 is annexed to this Report as Annexure - II.

During the year, the Company had not entered into any contract/arrangement/transaction with any person belonging to the Promoter/Promoter group which holds 10% or more shareholding in the listed entity or any other contract/ arrangement/transaction which could be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Regulations.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at: In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

In accordance with Section 186 of the Act and Schedule V of the Listing Regulations, disclosures regarding investments are provided in the Financial Statements under Note No. 6.

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013. The Company has however received loans from Directors which are not considered under the definition of Deposits in accordance with the provisions of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 and the full details of the Loans is given under Note No. 42 (Related Party Disclosure) forming part of the financial statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31 st March 2025, the Company do not have any joint ventures or associate company. However, the Company has two wholly owned subsidiaries namely, POCL Future Tech Private Limited and Harsha Exito Engineering Private Limited as on 31 st March 2025. There has been no material change in the nature of the business of the subsidiaries.

Regulation 16 of the Listing Regulations defines a material subsidiary as one whose income or net worth exceeds 10% of the consolidated income or net worth of the listed entity and its subsidiaries in the immediately preceding accounting year.

Based on this definition, Harsha Exito Engineering Private Limited is an unlisted material subsidiary of the Company. Additionally, in accordance with the Listing Regulations, at least one independent director of the listed entity must serve on the Board of unlisted material subsidiary, if its income or net worth exceeds 20% of the consolidated income or net worth of the listed entity and its subsidiaries in the immediately preceding accounting year. Since the threshold limit has not exceeded, this regulation is not applicable to the Company.

In accordance with Regulation 16(1)(c), read with Regulation 24 of the Listing Regulations, the Company has adopted a policy for determining material subsidiaries. The Policy on determining material subsidiaries is uploaded on

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries is given in Form AOC-1 (enclosed as Annexure - III) and forms integral part of financial statements of the Company. The Audit Committee and the Board reviews the financial statements, significant transactions, investments, working of all subsidiary Companies, and the minutes of unlisted subsidiary Companies are placed before the Board.

Financial Statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company, pursuant to Section 136 of the Companies Act, 2013. The statements are also available on the Companys website CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility Committee in accordance with the Act and the Listing regulations. The brief overview of the Corporate Social

Responsibility (CSR) Policy of the Company, composition of the CSR Committee along with other details are provided in Annexure - IV of this Report. The details are presented in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR policy is available on the Companys

SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:

The Paid-up Equity Share Capital of the Company as on 31 st March 2025 was Rs 14.06 Crs comprising of 2,81,24,689 equity shares of Rs 5/- each.

I. Sub-division of Existing Equity Shares of the Company:

The Board of Directors and Shareholders, in their meetings held on 08 th August 2024, and 18 th September 2024, respectively, approved the sub-division of its Existing 1,30,25,179 Equity shares having face value of Rs 10 each to 2,60,50,358 Equity shares of Rs 5 each effective from 16 th October 2024.

II. Fund Raising through Qualified Institutional Placement(QIP)

During the year the Company has raised additional share capital aggregating to Rs 175 Crs by way of Qualified Institutional Placement (QIP) and allotted 20,34,883 fully paid up Equity shares of Rs 5 each at a premium of Rs 855 per share as per the approval of the shareholders in the EGM held on 25 th October 2024.

III. Conversion of warrants into equity by shareholders of the Company issued on Preferential basis:

The Company also received Rs 16.50 Crs towards the balance 75% consideration on 4,33,926 share warrants of Rs 10 each. Against which 8,67,852 equity shares of Rs 5 each fully paid at a premium of Rs 248.50 were allotted to them during the year after considering the Split.

During the year under review, your Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. Your Companys shares are listed with the BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing fees and there are no arrears.

PARTICULARS	NO. OF SHARES	PAID UP EQUITY SHARE CAPITAL (In Rs)
At the beginning of the year (1 st April 2024) (Face value of Rs 10/- per equity share)	1,26,10,977	12,61,09,770
Sub-division of face value from Rs 10/- to Rs 5/-	2,52,21,954	12,61,09,770
Issued on account of Preferential issue	8,67,852	43,39,260
Issued on account of Qualified Institutional Placement	20,34,883	1,01,74,415
At the End of the year (31 st March 2025) (Face value of Rs 5/- per equity share)	2,81,24,689	14,06,23,445

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Company has documented its environmental, social and governance initiatives for the financial year 2024-25 in the Business Responsibility and Sustainability Report (BRSR) prepared on a voluntary basis though it is not mandatory. The BRSR has been prepared in the prescribed format as outlined in SEBI Circular and forms an integral part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

POCL has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. During the year under review, your Company did not receive any complaints under the said Policy.

The vigil mechanism / whistle blower policy is available on RISK MANAGEMENT POLICY:

POCL is committed to achieving sustainable business growth, securing assets, protect shareholder investments, ensure compliance with relevant laws and regulations, and proactively managing risk through effective risk management systems and structures. POCL has established a comprehensive framework to identify, assess, manage, and mitigate different risks associated with its core business objectives. Routine evaluations ensure the efficiency of internal controls, and any identified vulnerabilities are promptly addressed to improve the system, which is regularly updated.

The Board has adopted and implemented a suitable Risk Management Policy for the Company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the Company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks. The Risk Management Policy of the Company in terms of provisions of Section 134(3)(n) of the Act read with the Listing Regulations is in place and can be accessed in Companys website

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations and such financial controls with reference to the financial statements are adequate. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. Regular internal audits are undertaken to ensure that the highest standards of internal control are maintained. The Company possesses a clearly articulated delegation of authority that includes defined limits for the approval of both capital and revenue expenditures. The Company uses an established Enterprise Resource Planning (ERP) system to record day- to-day transactions for accounting and financial reporting.

In line with the best practices, the Audit Committee and the Board reviews the audit plans, findings and observations made by the internal auditors at its meetings. The Auditors of the Company have verified the internal financial control systems prevailing in the organisation and confirmed the effectiveness of the same in their report for the Financial Year 2024-25.

MAINTENANCE OF COST RECORDS:

The Company is duly maintaining the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, such accounts and records are made available for the Cost Auditors of the Company for Audit purposes.

AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2024-25 have been accepted by the Board of Directors. The details of composition of Audit Committee as required under Section 177 to the Companies Act, 2013 is mentioned in the Report on Corporate Governance as a part of this Annual Report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s. L. Mukundan & Associates, Chartered Accountants (ICAI Firm Registration No. 010283S) were re-appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of 32 nd AGM of the Company to be held in the calendar year 2027. In compliance with Sections 139 and 141 of the Act, along with the applicable Rules, M/s. L. Mukundan & Associates, Chartered Accountants has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. Additionally, they have provided a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under Regulation 33 of the Listing Regulations.

The Report given by M/s. L Mukundan & Associates, Statutory Auditors, on the Financial Statements of the Company for the Financial Year 2024-25 is part of this Report. There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Auditors in their said Report which call for any explanation/comment from the Board of Directors.

Cost Auditors:

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s. K. R. Vivekanandan Unni & Associates, Cost Accountants (Firm Registration No: 102179) as the Cost Auditors of the Company for the Financial Year 2024-25 for conducting audit of the cost records maintained by the Company relating to inorganic chemicals and base metals. The Board of Directors, on the recommendation of the Audit Committee has approved a remuneration of Rs 40,000/- (Rupees Forty Thousand Only) in addition to the applicable taxes and out of pocket expenses. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the 30 th AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Cost Auditors in their Report which call for any explanation/ comment from the Board of Directors.

Secretarial Auditors:

Pursuant to Section 204 of the Companies Act 2013, M/s. KSM Associates, Practicing Company Secretaries (ICSI Firm Registration No: P2006TN058500), were appointed as the Secretarial auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed as Annexure - V to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Secretarial Audit Report of Unlisted Material Subsidiary:

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its unlisted material subsidiary to its Annual Report. Harsha Exito Engineering Private Limited has been identified as Unlisted Material Subsidiary of the Company for FY25 and accordingly the Secretarial Audit Report of Harsha Exito Engineering Private Limited is annexed as Annexure - VA. Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. KSM Associates, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 30 th AGM forming part of this Annual Report.

Internal Auditors:

M/s. Kalyanasundaram & Associates, Chartered Accountants (ICAI Firm Registration No: 005455S) were appointed as the Internal Auditors of the Company. Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations. During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, providing insight into the business outlook and performance review for the year ended 31 st March 2025, has been prepared in accordance with Regulation 34, read with Schedule V of the Listing Regulations. This report is presented as a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the governance requirements prescribed by the Securities and Exchange Board of India (SEBI). A dedicated section on Corporate Governance, along with a certificate from the Statutory Auditors confirming compliance with the provisions under Regulation 34, read with Schedule V of the Listing Regulations, is included in this Annual Report.

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

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has formed an Internal Complaints Committee (ICC) in its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution. The Policy is uploaded on the website

(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: N.A.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The Company complies with the requirements set forth in the Maternity Benefit Act, 1961, ensuring that all eligible women employees receive statutory benefits, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as necessary. POCL is committed to creating an inclusive and supportive work environment that honours the rights and welfare of its women employees in accordance with relevant laws.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directors responsibility statement it is hereby confirmed:

1. That in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. That the Directors selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., 31 st March 2025 and of the profit of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

4. That they had prepared the annual accounts on a going concern basis;

5. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, the Company was conferred with the prestigious Star Performer award at National level for export excellence for the years 2021-22 and 2022-23 in the Non- ferrous metals product category by EEPC India. Also, during the year, the Companys IMS certification by BSI has been reaffirmed in recognition of the Companys commitment to continuously improve the quality, environmental, occupational, health, and safety management system performance, and for complying with applicable legal and contractual requirements while adopting best technology in project execution.

CREDIT RATING:

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. During the year under review, CRISIL Ratings, has upgraded the Companys long-term rating to CRISIL A/ Assigned.

ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31 st MARCH 2025:

No application pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31 st March 2025.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

The Company has not undertaken any one-time settlement concerning loans obtained from the Banks or Financial Institutions during the year under review. Therefore, disclosure relating to the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees including workmen at the manufacturing plants in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors Pondy Oxides And Chemicals Limited
Anil Kumar Bansal	Ashish Bansal
Chairman & Whole-Time Director	Managing Director
DIN:00232223	DIN: 01543967