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 Company's financial performance for the year ended
March 31, 2025 is summarized below:

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 Company's
product internationally.

The Operating Profit for the year stood at Rs. 6,392.62
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 sub¬
division, 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 Company's performance, your Directors
are pleased to recommend for consideration of the
shareholders at the ensuing Annual General Meeting
(‘AGM'), payment of final dividend of Re. 0.70/- (Seventy
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 year's 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:

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:

*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:

Members who are yet to claim their dividend amount, may
write to the Company or to the Company's 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 company's 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 Company's
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 POEL's 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 term of five
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 re¬
appointment 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 Company's 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
Company's success all these years.

c) Based on the recommendations of the Nomination
and Remuneration Committee and the Audit
Committee of the Company, the Board at its meeting
held on August 11, 2025, 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:

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:

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 AUDITOR’S 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 Auditor's 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 financial year 2024-25 does
not contain any qualifications, reservations or adverse
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 efficient conduct
of its business, including adherence to Company's policies,
safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of
reliable financial information. The Audit Committee also
periodically reviews the adequacy and effectiveness of
internal control systems and provides guidance for further
strengthening them. During the year under review, such
controls were tested and no material weakness in the
design or operations were observed.

REPORTING OF FRAUDS BY THE AUDITORS

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

RISK MANAGEMENT

A robust and integrated risk management framework is
in existence under which the common prevailing risks
in the Company are identified, the risks so identified are
reviewed by the Audit Committee and the management's
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 Company's Whistle Blower
Policy. The details of the policy have been disclosed in
the Corporate Governance Report. The Whistle Blower
Policy provides a framework to promote responsible
whistle blowing by employees. Further, it is affirmed that
no personnel of the Company have been denied access to
the Chairman of the Audit Committee.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES
AND SECURITIES

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 it's
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 Minister's 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-Responsibiltiv-Policv.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.

POEL's 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 arm's 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%20Policv%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 Company's 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 AC's 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 company's
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 company's 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 Company's
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 Company's 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 company's 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