As on: Aug 28, 2026 10:10 PM
Dear Members,
Your Directors are pleased to present herewith the 31st Annual Report on the business and operations of your company along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2026.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year ended March 31, 2026, and the comparative figures for the previous year are summarized below:
OPERATIONS AND PERFORMANCE OVERVIEW:
India's economic performance in FY 2025-26 remained resilient, with real GDP expanding at 7.7% - the fastest among major global economies - supported by robust domestic consumption, strong manufacturing growth, and inflation moderating to a decade-low averaging 2.1%. The Reserve Bank of India's cumulative repo rate reduction of 100 basis points eased borrowing costs and stimulated investment activity, while a sovereign credit rating upgrade further reinforced global confidence in India's macroeconomic fundamentals.
The global environment, however, presented considerable headwinds for trade-oriented businesses, with escalating US tariffs on Indian exports, a depreciating Rupee, and protracted supply chain disruptions weighing on import-export operations through much of the year. An interim bilateral trade agreement in February 2026 offered measured relief. Against this backdrop, the Company maintained its course with steadfast operational discipline, calibrated capital allocation, and the strategic foresight of its leadership team - anchored, at every stage, by the enduring trust and commitment of its valued stakeholders.
Amidst the above-mentioned impediments, the Company was able to generate revenue from Operations of RS. 2,938.65 Crores as against RS. 2,028.27 Crores in the previous year, up by 45% year- on-year and a net profit of RS. 138.73 Crores as against J 65.06 Crores in the previous year, up by 113% year-on-year, supported by higher production and sales volumes across both the Lead and Copper segments, along with an improving product mix.
TRANSFER TO RESERVES:
The Board of Directors have decided to retain the entire amount of profit for Financial Year 2025-26, except an amount of RS. 6.94 Crore, which has been transferred to General Reserve as at March 31,2026.
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
During the year under review, your company has made significant progress in expanding capacities and strengthening growth platform. POCL enhanced its lead recycling capacity at the TKD facility by 55%, increasing it from 132,000 Metric Tons Per Annum (MTPA) to 204,000 Metric Tons Per Annum (MTPA) and also doubling the copper recycling capacity to 12,000 metric tons per annum, reinforcing company's presence in the Copper Recycling segment.
The Board of Directors has accorded its approval for the establishment of a Copper Cathode manufacturing facility with a proposed capacity of 36,000 Metric Tonnes Per Annum (MTPA) at Thervoykandigai, Tamil Nadu, to be developed in two equal phases of 18,000 Metric Tonnes Per Annum (MTPA). The project
marks a defining step in the Company's forward integration strategy, reinforcing its long-term commitment to deepening value chain participation and expanding the breadth of its non-ferrous metals recycling portfolio.
During the year, the Company approved the filing of an application with the National Company Law Tribunal (NCLT), Chennai, for the amalgamation of the wholly owned subsidiary, POCL Future Tech Private Limited with the Company. Subsequent to the financial year-end, the Company filed the application with the Hon'ble NCLT, and the matter is currently pending before the Hon'ble Tribunal. The proposed amalgamation is intended to create a vertically integrated structure combining recycling and refining operations with manufacturing. This is expected to ensure stable access to recycled metal inputs, reduce supplier dependence, and eliminate duplication of functions through unified management. The amalgamation will further drive economies of scale, operational efficiencies, and more effective utilization of capital and cash flows across the combined entity.
The Company remains firmly on course to realise its Target 2030 aspirations, guided by a clear strategic roadmap anchored in sustainable growth, operational excellence, and long-term value creation. Supported by a robust balance sheet, disciplined execution, a sizable land bank, continued alignment with government policy, and the collective confidence of its stakeholders, the Company is well positioned to capitalise on emerging opportunities - driving forward integration, enhancing energy efficiency, and delivering sustained value across its business horizons.
DIVIDEND:
The Board of Directors in their meeting held on May 26, 2026 recommended a dividend on equity shares at the rate of 100% (i.e. RS. 5 per equity share of RS. 5 each), which is before proportionately adjusting the number of equity shares on account of sub-division of equity shares from RS. 5/- each to RS. 2/- each pursuant to ordinary resolution passed on July 02, 2026, and the same is subject to approval by the members, at the ensuing Annual General Meeting (AGM) and payment is subject to deduction of tax at source as may be applicable. The dividend on equity shares if approved by the Members, would involve a cash outflow of RS. 15.26 Crore (Previous year: RS. 10.68 Crore) resulting in dividend payout of 11% of the standalone profits of the Company.
DIVIDEND DISTRIBUTION POLICY:
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company at https://pocl.com/wp-content/uploads/ pdocs/2026/05/Dividend Distributio Policy.pdf
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
a) Transfer of Unclaimed / Unpaid Dividend to IEPF
In 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. 1.55 lakhs to the Investor Education and Protection Fund (IEPF) during the Financial Year 2025-26.
b) Transfer of Shares to IEPF
In 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 11,436 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 2025-26. 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 (the "Act"), 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 March 31, 2026, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including one women Independent Directors. In accordance with Provisions of Section 152 of the Act and 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. K. Kumaravel, Director Finance & Company Secretary, who has been longest in office since his last election, retires by rotation at the ensuing 31st AGM and being eligible, offers himself for re-appointment.
Mr. Anil Kumar Bansal - Chairman, Whole Time Director and Promoter, Mr. Ashish Bansal, Managing Director, Mr. K. Kumaravel - Director Finance & Company Secretary and Mr. B. Vijay - Chief Financial Officer were 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 March 31, 2026.
After the closure of the Financial year, Mr. Anil Kumar Bansal (DIN: 00232223), Chairman - Whole-time Director and one of the Promoters of our Company passed away on April 1, 2026.
Mr. Anil Kumar Bansal's sudden and unexpected demise will be an irreparable loss to the Company. The Board expressed its deep condolences on the sudden demise of Mr. Anil Kumar Bansal. The Board of Directors are proud of his hard work and dedication throughout his tenure and they are inspired by his legacy. His values, contribution and guidance will continue to guide and always be remembered. He is the integral part and pillar of strength for the Company and the Board deeply mourns the loss of its Chairman.
Mr. Vijay Anand, Mr. M. Ramasubramani, and Ms. Shanti Balamurugan are the Independent Directors on the Board as on March 31, 2026. 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.
During the Financial Year 2025-26, there were no changes in the composition of the Board of Directors or Key Managerial Personnel of the Company. However, after the closure of the financial year, the following changes has been effected as per recommendation of the Board and subsequent approval by the shareholders through postal ballot
(a) Mr. Ashish Bansal (DIN: 01543967) has been redesignated as Chairman & Managing Director of the company from May 26, 2026.
(b) Mr. Hemant Jawahar Lal (DIN: 11731104) has been appointed as Non-Executive Independent Director of the Company with effect from May 26, 2026
NUMBER OF MEETINGS OF BOARD
The Board of Directors of the Company have met four 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 structured familiarization programme for its Independent Directors, designed to provide them with a comprehensive understanding of the Company's business operations, the industry landscape in which it operates, prevailing business models, and the strategic and operational challenges faced by the organisation. As part of this programme, Independent Directors are provided opportunities for periodic
interaction with subject matter experts within the Company, as well as regular meetings with business leads and functional heads, enabling them to gain deeper insights into the Company's functions and strategic priorities. The programme is reviewed periodically to ensure that Independent Directors remain well-informed and equipped to discharge their duties effectively, in line with the Company's governance objectives.
The details of familiarization programme during the Financial Year 2025-26 are available on the website of the Company at https://pocl.com/wp-content/uploads/pdocs/2025/04/ Familiarization-programme-Independent-Directors.pdf
BOARD COMMITTEES:
The Board of Directors has constituted five Committees, namely:
Audit Committee,
Corporate Social Responsibility Committee,
Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, and
Risk Management Committee, which was constituted and effective from April 1, 2026
In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board may also constitute such additional functional Committees as may be deemed necessary from time to time, based on prevailing business requirements. The composition, terms of reference, details of meetings held during the year under review, attendance of Committee Members, and reconstitutions effected therein are set out in the Report on Corporate Governance, which forms part of this Annual Report. The constitution of the aforesaid Committees is also available on the Company's website https://www.pocl.com/composition-of-board-and-committees/
BOARD EVALUATION:
The Nomination and Remuneration Committee has formulated the criteria for performance evaluation of the Board as a whole, its Committees, Individual Directors, and the Chairman of the Company, in accordance with the SEBI Guidance Note on Board Evaluation. The evaluation framework encompasses parameters relating to Board composition and accountability, strategic oversight, effectiveness of Board Committees, and individual Director performance.
During the year under review, the performance evaluation was carried out through a structured questionnaire circulated to all Board Members. The responses were consolidated and a detailed report was presented to the Board on an anonymous basis, providing an assessment of the Board's working dynamics, areas of strength and improvement, and a suggested action plan to enhance overall effectiveness. The report on performance evaluation of individual Directors was reviewed by the Chairman of the Board and appropriate feedback was conveyed to the respective Directors.
The results of the evaluation indicated a high level of engagement and cohesive functioning of the Board and its Committees. The Directors have expressed satisfaction with the evaluation process and its outcome. Details of performance evaluation of Independent Directors, as required under Schedule IV to the Companies Act, 2013, are provided in the Report on Corporate Governance forming part of this Annual Report.
REMUNERATION POLICY OF THE COMPANY:
The Nomination and Remuneration Policy of the Company, governing 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. The Policy is guided by the principles and objectives enumerated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and is designed to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, establish a clear linkage between remuneration and performance, and maintain an appropriate balance between short-term and long-term performance of the Company.
The said policy is available on the website of the Company at https://pocl.com/wp-content/uploads/pdocs/2016/02/4- Nomination-and-Remuneration-Policy.pdf
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 kk@pocl.com .
Number of Employees as on the closure of Financial Year:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy -
(i) Steps taken on conservation of energy:
The company introduced Natural gas and Oxygen as fuel in all its plant facilities instead of Furnace oil for the manufacturing process.
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.
This change will help the Company in reducing time, energy and water consumption.
(ii) Steps taken for utilizing alternate source of energy and capital investment on energy conservation equipment's:
The Company successfully installed and commissioned roof top Solar Panels in its Sriperumbudhur location and reduced power consumption for the unit.
Further the company is in the process of installing Roof-Top Solar Panels in its new location at Thervoykandigai to reduce power consumption and taking steps to install the same in its additional construction to be made for its expansion activity.
(iii) Capital investment on energy conservation equipment's - RS. 296 Lakhs
(B) Technology absorption:
The Company is installing fully automated advanced facility for manufacturing Copper Cathode with complete process facility with advance pollution control equipment with zero emission in the process.
(C) Foreign Exchange Earnings and Outgo:
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The Company has a robust process for approval of related party transactions (RPTs) and dealing with the related parties. In Accordance with 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 the Related Party Transactions entered during the financial year under review were
approved by the Audit Committee and disclosed in the notes to accounts of the financial Statement forming part of Annual Report. 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 Arm's 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 Company's website at: https://pocl.com/wp-content/uploads/pdocs/2024/05/ Related Party Transaction Policy.pdf
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 has not accept any deposits from the public within the meaning of Section 73 of the Act. 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. 44 (Related Party Disclosure) forming part of the financial statements.
Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
As on March 31, 2026, 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 March 31, 2026.
There has been no material change in the nature of the business of the subsidiaries.
During the year under review, the Board of Directors, at its meeting held on January 28, 2026, approved the Scheme of Amalgamation of POCL Future Tech Private Limited, the Company's wholly owned subsidiary, with the Company. The proposed amalgamation is subject to the receipt of the requisite statutory and regulatory approvals, including the approval of the Hon'ble National Company Law Tribunal (NCLT), and shall become effective upon fulfilment of the conditions specified in the Scheme of Amalgamation. The proposed amalgamation is expected to enhance operational and financial synergies through vertical integration, improve operational efficiencies, and create long-term value for all stakeholders.
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 company's website (https://pocl.com/subsidiarv-companv-financials/ )
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 Company's website https://pocl. com/wp-content/uploads/pdocs/2021/04/7-CSR Policy.pdf
SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:
The paid-up equity share capital of the Company as at March 31, 2026 stood at RS. 15.25 crore, comprising 3,05,11,279 equity shares of RS. 5 each. During the year, the Board of Directors allotted 23,86,590 equity shares of RS. 5 each pursuant to the conversion of 11,93,295 convertible warrants of RS. 10 each, which had been issued on a preferential basis. As at March 31, 2026, all the outstanding warrants had been converted into equity shares and, accordingly, there were no warrants outstanding for conversion.
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 Company's 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.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In addition to the Annual Report on Corporate Social Responsibility (CSR), the Company has prepared a Business Responsibility and Sustainability Report (BRSR) in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The BRSR provides a comprehensive overview of the Company's performance across Environmental, Social and Governance (ESG) parameters, covering responsible business conduct, environmental stewardship, resource efficiency, employee well-being, community engagement and governance practices. It reflects the Company's commitment to sustainable value creation, transparent disclosures and the integration of ESG principles into its long-term business strategy.
The Report has been prepared in the format prescribed by the Securities and Exchange Board of India (SEBI) and forms an integral part of the Annual Report.
WHISTLE BLOWER POLICY /VIGIL MECHANISM:
The Company has established a robust Vigil Mechanism/ Whistle Blower Policy in accordance with the Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to promote ethical conduct, transparency and accountability. The mechanism enables employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct, Insider Trading Code or any other improper practices, without fear of retaliation. Complaints are investigated in a fair, confidential and timely manner, and appropriate corrective actions are taken wherever necessary. The Policy also provides direct access to the Chairman of the Audit Committee in appropriate cases and ensures adequate safeguards against victimisation of whistle blowers. 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 the Company's website at https://pocl.com/wp-content/uploads/ pdocs/2021/04/5-Whistle-Blower-Policy.pdf
RISK MANAGEMENT POLICY:
POCL has established a robust Risk Management Framework to identify, assess, monitor, and mitigate key business risks across its operations. Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI LODR the Company has constituted a Risk Management Committee (RMC), consisting of Executive Directors and Independent Directors of the Company. The Risk Management Committee (RMC), supported by the Management, periodically reviews the Company's principal risks, their potential impact and likelihood, and the effectiveness of mitigation measures, and reports the same to the Board. The framework also addresses emerging risks, including those relating to technology, cybersecurity, data privacy, supply chain disruptions, geopolitical developments, regulatory changes, and sustainability, enabling the Company to remain resilient and agile in a dynamic business environment.
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 company's website at https://pocl.com/wp-content/uploads/pdocs/2020/09/Risk- Management-Policy.pdf
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:
Pursuant to Section 134(5)(e) of the Companies Act, 2013, Internal Financial Controls comprise the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of its business, including adherence to corporate policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Act requires every company to establish and maintain adequate and effective internal financial controls,
and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 mandates disclosure of the adequacy of such controls with reference to the financial statements in the Board's Report.
The Company has established adequate internal financial controls over financial reporting, commensurate with the nature, size, and scale of its operations. These controls are designed to ensure that transactions are appropriately authorised, accurately recorded, and reported in a timely manner, thereby facilitating the preparation of reliable financial information and ensuring compliance with applicable accounting standards and statutory requirements.
The Company's key internal financial controls have been appropriately documented, integrated into business processes, and automated wherever feasible. The Board receives assurance on the effectiveness of these controls through the established Three Lines of Defence framework, comprising:
a) Management reviews and self-assessment.
b) Continuous control monitoring by functional experts; and
c) Independent design and operational testing by an external professional firm.
Based on the assessment carried out and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of March 31, 2026. There has been no communication from regulatory agencies regarding non-compliance with or deficiencies in financial reporting practices.
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 2025-26 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 32nd AGM of the Company to
be held in the 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. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
The Auditors have issued an unmodified opinion on the Financial Statements for the FY26 and the Auditor's Report forms part of this Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark 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 2025-26 for conducting audit of the cost records maintained by the Company relating to inorganic chemicals and base metals.
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.
The remuneration of RS. 45,000/- (Rupees Forty Five Thousand Only) exclusive of taxes and out-of-pocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.
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 and Regulation 24A of SEBI (LODR) Regulations, 2015, M/s. KSM Associates, Practicing Company Secretaries (ICSI Firm Registration No: P2006TN058500), were appointed as the Secretarial auditors of the company for a term of 5 consecutive years with effect from Financial Year 2025-26 to Financial Year 2029-30 to undertake the Secretarial Audit of the Company for a period of five years and the same was approved by the Shareholders at the Annual General Meeting held in 2025. The Secretarial Audit Report issued for the financial year ended March 31, 2026 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.
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 2025-26, 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.
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 March 31, 2026, 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:
POCL maintains a zero-tolerance approach to sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. POCL is an equal opportunity employer and is committed to providing women professionals with access to opportunities and leadership roles, while ensuring a safe, fair, and conducive work environment free from discrimination, including gender based bias and sexual harassment.
During the period under review, the company has not received any complaints of sexual harassment. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Internal Complaints Committees ("ICC") across its businesses and offices, reinforcing its commitment to fostering a respectful, inclusive, and healthy workplace. The Policy is uploaded on the website of the Company at https://pocl.com/wp-content/ uploads/pdocs/2025/05/PQSH-Policv.pdf .
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 honors 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 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 at the end of the financial year i.e., March 31, 2026 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 Company's 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 2024-25 in the Other Non-Ferrous Metals & Manufactures thereof (Other than Aluminium) by EEPC India. POCL has obtained Four Star Export House recognition from Directorate General of Foreign Trade, Ministry of Commerce and Industry having achieved high exports during the year. Also, during the year, the company's IMS certification by BSI has been reaffirmed in recognition of the Company's 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 retained the Company's long-term rating as "CRISIL A/Stable". However, subsequent to the closure of the financial year, CRISIL Ratings revised the Company's long-term rating to "CRISIL A/Positive".
ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED MARCH 31, 2026:
No application pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended March 31, 2026.
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:
The Directors place on record their sincere appreciation for the unwavering hard work, dedication, and commitment of all employees, whose efforts continue to underpin the Company's industry-leading performance. Their passion and resilience have been instrumental in sustaining the Company's leadership and driving its continued success.
The Company deeply values the steadfast partnership of its suppliers, distributors, retailers, business partners, and the wider trade ecosystem. Their collaboration has been integral to shared growth, and the Board reiterates its commitment to nurturing relationships built on mutual trust, respect, and long-term value creation.
The Directors further extend their gratitude to all Shareholders, Business Partners, Government and Regulatory Authorities, and the Stock Exchanges for their continued confidence and support.
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