Dear members,

It's a matter of great pleasure for your Directors to present the 50th (Fiftieth) Annual Report on the business and operations of Punjab Chemicals and Crop Protection Limited ("the Company"), together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026, pursuant to the relevant provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The performance of the Subsidiary has also been referred to wherever required.

The financial performance of your Company for the Financial Year ended March 31, 2026 is summarized below:

(H in Lakh)

Your Directors are pleased to report the financial performance as under:

Standalone Results: During FY2025–26, the Company has achieved its highest-ever standalone net revenues. The Standalone net revenues grew by 14% to H1025 crore as compared to H898 crore during previous financial year. The EBITDA grew by 16.8% to H116 crore against H99 crore earned in the previous financial year. The Company's Profit after tax also increased by 54% to H61 crore as against H40 crore in FY2024-25.

The Company's performance was primarily driven by the Agro Chemicals Division, which recorded net revenues of H701 crore (previous year: H606 crore), contributing approximately 68% to total revenue. The Specialty Chemicals & Pharmaceuticals Division reported revenues of H199 crore as against H171 crore in the previous year, while the Industrial Chemicals Division achieved revenues of H125 crore compared to H121 crore in the preceding year.

During FY2025–26, export revenues stood at H444 crore, compared to H346 crore in the previous year, reflecting a growth of 28%. The Domestic revenues also grew to H582 crore during the year under review, as compared to H552 crore during the previous financial year. The Company continues to meet customer requirements effectively and remains committed to maintaining high levels of customer satisfaction.

The consolidated revenue from operations grew by 14% to H1,030 Crore compared to H900 Crore in previous financial year. The Profit after Tax also increased by 64% to H64 Crore form H39 Crore in FY2024-25.

The Company has one wholly-owned overseas subsidiary namely, SD Agchem (Europe) NV, based in Belgium. The Company does not have any material subsidiary.

During the year, the Board of Directors conducted a comprehensive review of the subsidiary's operations. In compliance with Section 129(3) of the Act, the Company has prepared its Consolidated Financial Statements, which are included in this Annual Report. Furthermore, a statement outlining the key financial highlights of the subsidiary, in the prescribed format AOC-1, has been annexed to the Board's Report.

Further, during the year under review, the Company has invested Euro 1,600,602 (H 1,601 lakh) in SD Agchem for acquiring 6,368 equity shares at Euro 251.35 per share. In accordance with Article 7:210 of the Belgian Companies and Association Code, SD Agchem has reduced its equity share capital by Euro 11,757,072, by way of offsetting the accumulated losses, bringing down the share capital to Euro 61,500 (comprising of 22,981 equity shares of Euro 2.676 each) from Euro 11,818,572 (comprising of 16,613 equity shares of Euro 615 each and 6,368 equity shares of Euro 251.35 each) to improve its capital structure.

The Company does not have any associate companies or joint ventures within the meaning of Section 2(6) of the Act.

Pursuant to Section 136 of the Act, the audited standalone and consolidated financial statements of the Company, along with the relevant information and the audited financial statements of its subsidiary, are available on the Company's website at www.punjabchemicals.com.

These documents are also available for inspection during business hours at the Company's Registered Office.

The Policy for Determining Material Subsidiaries, as approved by the Board of Directors in accordance with Regulation 16 of the SEBI Listing Regulations, is available on the Company's website and can be accessed at: https://www.punjabchemicals. com/wp-content/uploads/2018/07/Policy-for-determining-Material-Subsidiary.pdf.

The consolidated financial statements of the Company for the year ended on March 31, 2026 comprises the standalone financial statements of the Company and its subsidiary (together referred to as "the Group").

The consolidated financial statements together with the Auditors report thereon, forms part of the Annual Report.

The Board of Directors is pleased to recommend a dividend of H3/- per equity share (30%) for the financial year under review against a dividend of H3/- per equity shares (30%) in the previous year.

The total dividend amount to be paid for the financial year 2025-26 shall be H3.68 crore.

The proposed dividend on equity shares is subject to the approval of the members at the ensuing Annual General Meeting of the Company. Upon approval, the dividend will be disbursed to those members whose names appear in the Register of Members as on the record date determined for this purpose. The record date will be Friday, July 17, 2026 for the purpose of payment of dividend for the financial year 2025-26.

Pursuant to the amendment to the SEBI Listing Regulations, the provisions relating to issuance of ‘payable-at-par' warrants / cheques has been omitted with effect from November 19, 2025.

Accordingly, all the dividend payments shall be made only through electronic mode of payment approved by the Reserve Bank of India and no payment of dividends will be made through physical modes. The members who have not registered or updated their bank account details will not be able to receive dividend until such details are duly registered / updated. For further details, please refer to the Notes to Notice of the AGM.

Your Company's dividend distribution philosophy aims at sharing its profits with its members through a formal disbursement of profits. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated a Dividend Distribution Policy which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its members. The said Policy is made available on the Company's website at https:// www.punjabchemicals.com/wp-content/uploads/2021/05/ Dividend-Distribution-Policy.pdf.

The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2017-18 to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Details of dividends so transferred to IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov. in. Further, details of unpaid/unclaimed dividends and those due for transfer to the IEPF are provided in the Notice of the 50th Annual General Meeting and in the Report on Corporate Governance, forming part of this Annual Report.

The Company operates across Agrochemicals, Performance Chemicals, Pharmaceuticals, and Industrial Chemicals. These sectors continue to demonstrate strong growth potential, driven by increasing demand for advanced chemical solutions, global supply chain diversification, and supportive policy measures from the Government of India. These factors are expected to encourage innovation and foster strategic collaborations between multinational corporations and Indian chemical manufacturers.

The Company is actively strengthening its research and development capabilities and technical expertise, reinforcing its position as a preferred Contract Research and Manufacturing Services (CRAMS) partner for both domestic and international customers. Leveraging its established presence and broad export portfolio, the Company is well-positioned to capitalize on emerging opportunities in global and domestic markets. Strategic initiatives are underway to develop new products, expand production capacities, and broaden the product portfolio through both CRAMS partnerships and direct market offerings. Engagements with existing and prospective customers to onboard new products and grow business relationships are progressing positively.

The Company is also monitoring geopolitical developments in key global markets, which could affect supply chains and commodity prices, and is implementing measures to mitigate potential impacts on operations and deliveries. With decades of industry experience and a proven track record of delivering high-quality products, the Company remains committed to strengthening customer relationships through continuous innovation, operational excellence, and advanced manufacturing technologies. Barring any unforeseen circumstances, the management remains optimistic about the Company's growth prospects, supported by its diversified portfolio and commitment to technological advancement.

The paid up Equity Share Capital as at March 31, 2026 stood at H12.26 crore consisting of 1,22,62,185 equity shares of H10/- each. During the year under review, there was no change in the share capital of the Company.

b. Public Deposits

The Company does not have any deposit from the public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Details of loans, guarantees, and investments as covered under Section 186 of the Act are disclosed in Note Nos.

48 and 47 of the Standalone and Consolidated Financial Statements, respectively, forming part of this Annual Report.

d. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account and not to transfer any amount to the general reserve.

During the year under review, there was no change in the credit ratings of the Company from any of the credit rating agencies. The ratings were reaffirmed, with Long-Term Debt rated at CARE BBB+ (Stable) and CRISIL BBB+/Stable, and Short-Term Debt rated at CARE A2.

At the Company, Environment, Health, and Safety (EHS) remains a cornerstone of our operations and long-term strategy. Our commitment goes beyond regulatory compliance, embedding sustainability, workplace safety, and employee well-being into our core values and daily practices. We continuously strive to create a safe and resilient work environment while promoting responsible resource use and minimizing environmental impact By integrating EHS into our decision-making processes, we enhance operational efficiency, reduce risks, and ensure business continuity with minimal disruptions. Strong EHS performance reinforces stakeholder confidence, enhances our reputation, and supports sustainable growth. Through proactive measures, we aim to prevent incidents, optimize resources, and foster a culture rooted in safety, accountability, and continuous improvement. Safety remains a top priority at the Company, driven by a proactive and structured approach to risk management and operational excellence.

We have implemented advanced technologies, including automated batch charging systems and agitated nutsche filter dryers, to reduce emissions and enhance process safety. Our comprehensive Process Safety Management (PSM) framework encompasses process safety information, validation protocols, and periodic risk assessments. Regular HAZOP studies, internal safety audits, and risk evaluations are conducted to maintain high standards of operational integrity. A well-defined incident reporting and investigation system ensures timely corrective and preventive actions. Safety practices are reinforced through ongoing reviews, training programs, and employee engagement initiatives. Employees participate in monthly safety training sessions and biannual mock drills, strengthening preparedness and emergency response capabilities. These efforts reflect our continued commitment to maintaining a safe, compliant, and incident-free workplace.

We place strong emphasis on the health and well-being of our employees, ensuring a supportive environment where safety extends beyond the workplace. Regular medical checkups are conducted biannually for employees and annually for managerial staff, with additional quarterly monitoring for those engaged in hazardous processes. Health awareness remains a key focus area, with programs covering heart health, blood pressure, and blood sugar management. Our occupational health centre supports preventive care through regular medical camps, while ambulance services remain readily available across manufacturing units. Employee welfare is further strengthened through a cooperative society that provides financial assistance for housing, education, and personal needs. Subsidized, canteens ensure access to safe and nutritious meals. We also promote awareness of lifestyle-related conditions such as hypertension and encourage healthy practices, including yoga, regular exercise, and balanced nutrition.

The Company's sites hold certifications under several internationally recognized management systems, reflecting its commitment to quality, environmental responsibility, occupational health and safety, and information security. These include:

ISO 9001:2015 – Quality Management

ISO 14001:2015 – Environmental Management

ISO 45001:2018 – Occupational Health and Safety

ISO/IEC 27001:2022 – Information Security Management System (ISMS)

The Research & Development (R&D) function continues to play a pivotal role in driving innovation, technological advancement, and operational excellence within the Company. During the year under review, R&D efforts were focused on the development of in-house technologies and processes for new products, aligned with emerging market trends and specific customer requirements. The Company has a healthy pipeline of around 25 products under working at various stages of R&D, sample approvals, piloting reflecting its strong capability to translate innovation into sustainable business outcomes. In addition to new product development, significant emphasis was placed on process optimization, including improving reaction efficiencies, enhancing yields, and reducing cycle times. Advanced work in reaction chemistry, particularly under cryogenic and high-pressure conditions, has further strengthened the Company's capabilities to manufacture high-value and complex molecules. These processes are being evaluated for scalability and future commercial implementation. R&D initiatives also focused on improving product quality through better impurity control, advanced purification techniques, and enhanced process understanding. Parallel efforts were made to reduce environmental impact by optimizing resource utilization and lowering effluent generation, in line with evolving regulatory and sustainability requirements. The Company has also strengthened its intellectual property portfolio through the filing of patents for novel processes and chemistries. The Company continues to invest in strengthening its R&D infrastructure, including modern laboratory facilities, advanced analytical instrumentation, and skilled technical manpower, thereby enhancing its ability to undertake complex synthesis and respond effectively to dynamic market needs.

Quality Control (QC) remains an integral pillar of the Company's commitment to operational excellence and customer satisfaction. The Company follows stringent quality assurance protocols across all stages of manufacturing, from raw material inspection to final product dispatch. Enhanced process controls and rigorous testing mechanisms ensure that all products consistently meet or exceed customer specifications as well as applicable regulatory and industry standards.

The continuous integration of advanced quality systems and process improvements has resulted in improved batch consistency, reduced rejection rates, and enhanced reliability of products. This robust quality framework reinforces the Company's reputation for delivering high-quality, compliant, and dependable products across domestic and international markets.

The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations, to provide a mechanism for Directors, employees and stakeholders to report genuine concerns. The mechanism provides for adequate safeguards against victimization and ensures direct access to the Chairman of the Audit Committee in appropriate cases.

The details of the Policy are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company's website https:// www.punjabchemicals.com/wp-content/uploads/2025/11/ Whistle-Blower-Policy-PCCPL.pdf. During the financial year, the Company did not receive any complaint under the Vigil Mechanism / Whistle Blower Policy.

Your Company has in place adequate Internal Financial Controls with reference to financial statements which are commensurate with the nature of its business, the size and complexity of its operations. During the year, such controls were tested, and no reportable material weaknesses in the design or operation were observed. Further details regarding the internal control systems are outlined in the Management Discussion & Analysis section, which forms an integral part of this Annual Report.

All Related Party Transactions entered into during the year under review were prior approved by the Audit Committee and were on arm's length basis and in the ordinary course of business. There were no materially significant Related Party Transactions by your Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interests of your Company at large. As such, the disclosure of related party transactions in Form AOC-2 is not applicable.

Your Company has in place a Related Party Transactions Policy, which is available on your Company's website at https://www. punjabchemicals.com/wp-content/uploads/2026/03/Related-Party-Policy.pdf. In accordance with the amendment to the SEBI Listing Regulations, the Board of Directors, at its meeting held on March 25, 2026, has amended the RPT Policy of the Company effective to ensure conformity with the amendments.

Prior omnibus approval from the Audit Committee is obtained for repetitive related party transactions. Transactions executed under this omnibus approval are reviewed quarterly by the Audit Committee. Additionally the shareholders' approval has been duly obtained, wherever applicable, for all related party transactions.

Comprehensive disclosures regarding related party transactions, in accordance with Ind AS-24, including the names of related parties and the specifics of transactions with them, are provided under the Notes to the Financial Statements. Disclosures on related party transactions are also submitted to the stock exchanges on a half-yearly basis.

The Company confirms that all of its assets, properties, and operational activities are adequately insured in accordance with applicable laws, regulatory requirements, and prevailing industry practices. Furthermore, the Company has obtained Directors and Officers Liability Insurance to provide appropriate coverage and protection for its directors and officers against liabilities arising from the performance of their official duties.

No significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status and future operations of the Company.

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company for a period of five (5) years, commencing from the conclusion of the 46th Annual General Meeting ("AGM") held on August 10, 2022, until the conclusion of the 51st AGM, to be convened in the year 2027.

PursuanttotheCompanies(Amendment)Act,2017,notified on May 7, 2018, the requirement for annual ratification of the auditors' appointment by the shareholders at each AGM has been dispensed with.

The Statutory Auditors have confirmed their eligibility and submitted a certificate affirming that they are not disqualified for holding the office of the Statutory Auditors. The Report given by the Statutory Auditors on the Financial Statements of your Company forms part of the Annual Report. The Statutory Auditors' Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, or adverse remark. Accordingly, no further explanation or comment by the Board is required. The Auditors' Report forms part of the financial statements annexed to this Annual Report.

In terms of the amended provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s P.S. Dua & Associates, Company Secretaries (CP No. 3934), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing on April 1, 2025, until March 31, 2030. The said appointment was approved by the members at the 49th Annual General Meeting of the Company held on July 29, 2025.

The Secretarial Audit Report for the financial year under review is annexed to this Report. The Report does not contain any qualifications, reservations, or adverse remarks. The comments made by the Secretarial Auditors are self-explanatory.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has undertaken a Secretarial Compliance Audit for the financial year 2025-26. The audit was conducted by a qualified Practicing Company Secretary to verify compliance with the applicable provisions of SEBI Regulations, circulars, and guidelines issued thereunder. The Annual Secretarial Compliance Report, in the prescribed format, has been duly filed with the stock exchanges within the stipulated timeframe.

Pursuant to the provisions of Section 148 of the Act read with Clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government. The Cost Audit Report for the year ended March 31, 2025, was filed with the Central Government within the prescribed time and the Cost Audit Report for the year March 31, 2026, will be filed with the Central Government within the stipulated time period.

Pursuant to Section 148(3) of the Act, your Directors in its meeting held on May 1, 2026, and on the recommendation of the Audit Committee, have appointed M/s Khushwinder Kumar & Co., Cost Accountants (Firm Registration No. 100123) as the Cost Auditors to audit the cost accounts maintained by your Company for the financial year ending March 31, 2027. The firm has submitted a certificate confirming their eligibility for the said re-appointment.

The Board, on the recommendation of the Audit Committee, has approved the remuneration payable to the Cost Auditors, subject to ratification by the members at the ensuing Annual General Meeting (AGM). Accordingly, the resolution for approval of their remuneration forms part of the Notice of the 50th AGM. In the opinion of the Directors, considering the scope of the audit, the proposed remuneration payable to the Cost Auditors is reasonable, fair and commensurate with the nature and extent of work to be carried out by them.

As of the date of this Report, the Board consists of ten (10) Directors: one (1) Executive Director (Managing Director), five (5) Non-Executive Non-Independent Directors, and four (4) Non-Executive Independent Directors, including two (2) Independent Women Directors. The Chairperson of the Board is a Non-Executive Director. The Managing Director also serves as a Promoter Director. In accordance with the Act, five (5) Non-Executive Directors are liable to retire by rotation at the Annual General Meetings. All Directors are within the prescribed limits of Directorships and Committee positions under the SEBI Listing Regulations and the Companies Act, 2013. The composition of the Board is periodically reviewed to ensure it remains aligned with the strategic needs of the Company and regulatory expectations.

a. Changes in Directorate

During the year under review, Mr. Sheo Prasad Singh (DIN: 06493455) resigned as an Independent Director of the Company with effect from April 30, 2025, citing preoccupation and personal commitments. The Company has received a confirmation from him that there were no other material reasons for his resignation. The Board places on record its sincere appreciation for his valuable guidance and contributions during his tenure as an Independent Director of the Company.

Mr. Kapil Kumar Mehan (DIN: 01215092) and Mr. Suresh Arora (DIN: 10641466) were appointed as Additional Independent Directors of the Company with effect from April 30, 2025, for a term of five consecutive years, and were subsequently regularized as Independent Directors of the Company at the 49th Annual General Meeting held on July 29, 2025.

b. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act read with the Rules framed thereunder and the Articles of Association of the Company, Mr. Mukesh Dahyabhai Patel (DIN: 00009605) and Mr. Shivshankar Shripal Tiwari (DIN: 00019058), Non-Executive and Non-Independent Directors, are liable to retire by rotation at the forthcoming 50th Annual General Meeting (AGM) and being eligible have offered their candidatures for reappointment.

Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company and other details as stipulated under Secretarial Standard - 2 on General Meetings and Regulation 36 of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the 50th AGM.

Further, pursuant to Regulation 17(1A) of the SEBI Listing Regulations, as amended, and applicable provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee and the Board, the Company is seeking approval of the members at the forthcoming 50th Annual General Meeting (AGM) for continuation of Mr. Mukesh Dahyabhai Patel (DIN: 00009605) as a Non-Executive Non-Independent Director beyond the age of 75 years, up to the expiry of his term, liable to retire by rotation.

As on the date of this report, Mrs. Aruna Rajendra Bhinge, Chairperson of the Audit Committee and the Nomination and Remuneration Committee, along with Mrs. Tara Subramaniam, Mr. Kapil Kumar Mehan, and Mr. Suresh Arora, are the Independent Directors of your Company.

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the applicable provisions of the SEBI Listing Regulations. Furthermore, all Independent Directors have duly registered themselves with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board, all Independent Directors of the Company possess the requisite qualifications, integrity, expertise, and experience, including the necessary competencies, to effectively discharge their responsibilities.

The Directors of the Company had no pecuniary relationship or transactions with the Company, except as disclosed in Note No. 43 of the Standalone and Consolidated Financial Statements.

Details and brief resumes of the Directors seeking appointment or reappointment, as required under the prevailing regulations and rules, are provided in the Notice convening the 50th Annual General Meeting, which forms part of this Annual Report. Further details regarding all Directors are included in the Corporate Governance Report, which is annexed to this Report.

The Company recognizes and values the critical role that board diversity plays in driving sustainable success. We believe that a truly diverse board- encompassing a wide range of perspectives, experiences, and backgrounds-enhances decision- making and fosters innovation.

Our approach to diversity includes, but is not limited to, considerations of professional skills and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender. By leveraging these diverse attributes, we aim to strengthen the board's collective capabilities and maintain our competitive edge in a dynamic business environment. Further details on our approach to board diversity are outlined in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year 2025-26, the Board of Directors convened five meetings, all held within the prescribed time intervals in accordance with the provisions of the Act. The scheduling of these meetings was carried out in advance, in consultation with the Directors, to ensure their effective participation. Detailed information regarding the dates and attendance of these meetings is provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by your Company are set out in the Report on Corporate Governance. The Chairman held individual meetings with each Executive /Non-Executive Directors as a part of self-appraisal and peer-group evaluation, the engagement and impact of each individual Director was reviewed.

Further, to comply with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

Your Company has in place a Nomination and Remuneration Policy, formulated in accordance with Section 178 of the Act and the SEBI Listing Regulations and same is available on Company's website at www.punjabchemicals. com/wp-content/uploads/2018/07/Nomination-and-Remuneration-Policy.pdf. The Policy provides guidance on selection and nomination of Directors to the Board of your Company, appointment of the Senior Management Personnel, and captures your Company's Leadership Framework for its employees. It explains the principles of the overall remuneration payable to the Executive Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of your Company. The remuneration paid to the Executive Directors, Key Managerial Personnel, and Senior Management Personnel is in accordance with the said Policy.

The details of the familiarization programs provided to the Directors of the Company are outlined in the Report on Corporate Governance and can be accessed on the Company's website at the following link: https://www. punjabchemicals.com/wp-content/uploads/2026/03/ Fa m i l i a r i s a t i o n - P r o g r a m m e - f o r - I n d p e n d e n t -Directors-FY-2025-26.pdf.

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has duly constituted the following committees to ensure effective governance and oversight:

Details pertaining to composition and constitution of the Audit Committee are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Details pertaining to composition of the Stakeholders Relationship Committee are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

Details pertaining to composition of the NRC are included in the Report on Corporate Governance. Duringtheyearunderreview,alltherecommendations made by the NRC were accepted by the Board.

The Board has constituted a Corporate Social Responsibility (CSR) Committee to oversee the implementation of the Company's CSR activities and has also established a CSR policy, which is accessible on the Company's website at https://www.punjabchemicals.com/wp-content/ uploads/2023/03/CSR-Policy.pdf. During the year under review, the Board accepted all recommendations made by the CSR Committee.

The Chief Financial Officer has certified to the Board that the funds allocated for CSR activities were utilized exclusively for the intended purposes and in accordance with the approvals of the Board. The CSR policy reflects the Company's approach to social responsibility, focusing on areas where it can make the most meaningful impact. Details pertaining to the composition of the CSR Committee, the CSR policy, and the initiatives and activities undertaken during the year are provided in the Annual Report on CSR activities, which forms part of this Report.

Your Company has constituted a Risk Management Committee, the details of which are disclosed in the Report on Corporate Governance. In line with the governance process outlined in the Risk Management Policy, the Committee regularly reviews risk identification, assessment, and mitigation procedures, and provides periodic updates to the Audit Committee and the Board. During the year under review, the Board accepted all recommendations made by the Risk Management Committee. The Company has also established a risk management mechanism and formulated a Risk Management Policy, which is available on the Company's website https://www. punjabchemicals.com/wp-content/uploads/2018/07/ Risk-Management.pdf. This policy provides for the creation of a risk register, identification of key risks, and formulation of mitigation plans. The principal risks affecting the Company are discussed in the Risk section of the Management Discussion and Analysis Report, forming part of this Report.

During the year under review, pursuant to the recommendations of the NRC and Audit Committee, the Board has appointed Mr. Devender Gupta as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from December 16, 2025, subsequent to the resignation of Mr. Vikash Khanna from the position of CFO, effective September 15, 2025.

As on March 31, 2026, your Company has the following Key Managerial Personnel as per Section 2(51) of the Act:

Mr. Shalil Shashikumar Shroff – Managing Director

Mr. Vinod Kumar Gupta – Chief Executive Officer

Mr. Devender Gupta – Chief Financial Officer

Ms. Rishu Chatley – Company Secretary and Compliance Officer

The Board of Directors and the Management express their sincere gratitude to all employees for their unwavering commitment, competence, and dedication to the Company's operations. The relationship between the management and employees continues to remain transparent, positive, and harmonious.

The Company places a strong emphasis on employee welfare and continues to implement various initiatives, including preventive health check-ups and medical facilities within the factory premises. These welfare schemes are well-utilized across all employee categories. Additionally, sports events are regularly organized to promote a healthy work environment and to foster a spirit of teamwork and sportsmanship. The Board places on record its deep appreciation for the sincere efforts, loyalty, and dedication demonstrated by all employees. The management took proactive measures to safeguard employee well-being and kept them informed and protected throughout the crisis.

The disclosure in terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the name and details of employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other details of the concerned employees forms part of this Report.

The Company adopts a zero-tolerance approach towards sexual harassment in the workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy. The Policy is available on the Company's website at: https://www.punjabchemicals.com/ wp-content/uploads/2025/02/POSH-Policy.pdf. To effectively prevent and address instances of sexual harassment, the CompanyhasconstitutedanInternalComplaintsCommittee(ICC) at its respective locations, in accordance with the provisions of the POSH Act. The ICC is responsible for receiving, investigating, and resolving complaints in a timely and confidential manner. The Committee is chaired by a senior woman employee and includes external members with relevant expertise. Further, more than 50% of the members of the ICC are women, ensuring diversity, impartiality, and a gender-sensitive approach in handling complaints.

During the year under review, the Company did not receive any complaints alleging sexual harassment. As on March 31, 2026, no complaints related to sexual harassment were pending for disposal.

A summary of complaints received and disposed of during the financial year ended March 31, 2026, in accordance with the POSH Act and the Rules framed thereunder, is provided below:

The Company continues to promote awareness in this area to ensure a safe and respectful workplace for all employees. During the year, the Company conducted various sensitization and awareness initiatives, including induction sessions for new joiners and e-learning modules for employees, trainees, and associates. In addition, periodic email communications, standees, and posters were used to reinforce awareness and encourage employees to maintain professional conduct at all times.

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said Code is available on Company's website at https://www.punjabchemicals.com/code-of-conduct/. The ‘Trading Window' is closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company is in compliance with the provisions of the Maternity Benefits Act, 1961 and the Rules made there under for the year ended March 31, 2026.

On November 21, 2025, the Government of India notified the four Labour Codes, namely the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020, thereby consolidating 29 existing labour laws. The Ministry of Labour & Employment has also issued draft Central Rules and related FAQs to facilitate assessment of the financial implications arising from these regulatory changes. In view of the same, the Company has undertaken a restructuring of employee compensation with effect from April 1, 2026, and has evaluated the financial impact in accordance with the provisions of the Labour Codes, draft rules, FAQs, and legal opinion obtained. Considering the materiality and the regulatory-driven, non-recurring nature of the impact, the same has been appropriately recognised during the year ended March 31, 2026. The Company continues to monitor the finalisation of Central and State Rules and further governmental clarifications, and will give appropriate accounting effect to such developments, as may be required. The Company is also aligning its policies, processes, and systems with the requirements of the notified Labour Codes and is assessing and implementing necessary changes in relation to employee benefits, compensation structures, and statutory compliances to ensure full and timely adherence.

In terms of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and based on the information and explanations obtained by them, make the following statements and confirm that:

a) in the preparation of the annexed annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation/ disclosure relating to material departures, if any;

b) the Directors have selected such accounting policies, 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, 2026 and of the profit and loss of the Company for the year ended on that date;

c) the Directors 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) the Directors have prepared the annual accounts of the Company on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

As required under Regulation 34 of the SEBI Listing Regulations, a Cash Flow Statement forms part of the Annual Report.

As required under Regulation 34(2) of the SEBI Listing Regulations, a Management Discussion and Analysis Report, presented in a separate section, forms part of this Report. The Management Discussion and Analysis Report provides a detailed discussion on the state of the Company's business, including financial and operational developments, as well as other relevant information.

In compliance with Regulation 34 read with Schedule V(C) of the SEBI Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance as required under Schedule V(E) of the Listing Regulations received from the Secretarial Auditors forms part of this Report.

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the "Business Responsibility & Sustainability Report" (BRSR) detailing the various initiatives taken by the Company on Environmental, Social and Governance front for the year ended March 31, 2026 forms part of this Report.

Information on Conservation of Energy, Technology Absorption, and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is forms part of this Report.

The Board of Directors hereby affirms that the Company has adhered to the relevant provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), with respect to the conduct of Board Meetings and General Meetings.

In accordance with Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as of March 31, 2026, is available for viewing at the following link: https://www.punjabchemicals.com/annual-reports/.

The Equity Shares of the Company continue to be listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The requisite annual listing fees for the financial year 2025-26 and 2026-27 have been paid to these Exchanges well within the due dates.

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the balance sheet pertains and the date of this Report.

1. There has been no change in the nature of business of the Company during the financial year, in accordance with sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2014.

2. During the financial year 2025-26, no application was made, nor was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016.

3. There has been no issue of Equity shares with differential rights as to dividend, voting or otherwise.

4. There has been no issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

5. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

6. The Company did not enter into any one-time settlement with any bank or financial institution during the year under review.

7. Your Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of your Company or its Holding Company, pursuant to the provisions of Section 67 of the Act and the Rules framed thereunder.

8. During the year, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Act,that would require disclosure in the Board's Report.

The state of affairs of the Company is detailed in a separate section of the Management Discussion and Analysis Report, which forms an integral part of this Annual Report. This disclosure is in compliance with the requirements stipulated under the SEBI Listing Regulations.

The Board of Directors records its sincere appreciation for the dedicated efforts, hard work, and commitment of all employees of the Company throughout the year. The Board also expresses its heartfelt gratitude to the financial institutions, banks, government authorities, customers, vendors, and shareholders for their continued support, cooperation, and trust during the year under review and look forward to their continuous support in future.

Certain statements in the Board's Report and the Management Discussion and Analysis regarding the Company's objectives, expectations, or forecasts may be forward-looking as defined by applicable securities laws. Actual results may differ materially due to factors such as global and domestic market conditions, availability and cost of key materials, changes in government policies and tax laws, economic developments, and other factors relevant to the Company's operations.