Punjab Chemicals & Crop Protection Ltd

Dear members,

Your Directors are pleased to present the 49th Annual Report on the business and operations of the Company, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025. The performance of the Subsidiary has also been referred to wherever required.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2025 is as below:

2. OPERATIONAL PERFORMANCE

Your Directors are pleased to report that, for the financial year under review, the Company achieved a standalone income of H900 crore and a Profit Before Tax (PBT) of H54 crore. These results demonstrate robustness of the business, reflecting a slight deviation from the previous year, which recorded a standalone income of H933 crore and a PBT of H74 crore. Despite the challenging business environment, the Company has maintained a solid financial footing.

The financial year 2024-25 began on a strong note, continuing the growth momentum the company has built over in the past few years. However, as the year progressed, the chemical sector experienced a market-wide correction driven by inventory adjustments and a decline in product pricing. This led to a temporary softening in demand for certain product segments, impacting overall performance in the later quarters.

The Company's sales performance was predominantly driven by the Agro Chemicals Division, which achieved a net revenue of H607 crore, representing approximately 67% of total revenue, compared to H664 crore in the previous year. The Specialty Chemicals & Pharmaceuticals Division contributed H172 crore, reflecting a slight increase from H151 crore in the prior year. Additionally, the Industrial Chemical Division reported a revenue of H121 crore, marginally higher than H118 crore in the preceding year.

In the financial year 2024-25, the Company recorded export revenues of H346 crore, as against H484 crore in the previous year. The decline in export market was to a large extent, was made up by increase in domestic market sales. The export turnover reflects ongoing challenges in the global chemical markets, with inventory correction and soft prices.

However, the channel inventory destocking across international market is towards end of the cycle and hence, demand picked is likely to happen in coming quarter

The Company remains committed to addressing these challenges through a strategic approach that encompasses new product introduction, market diversification, cost optimization, and sustained engagement with key international stakeholders. The Company registered healthy growth in revenue from new products.

3. SUBSIDIARYCOMPANIES/ASSOCIATECOMPANIES

The Company has one wholly-owned overseas subsidiary namely, SD Agchem (Europe) NV, based in Belgium. Additionally, 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 Companies Act, 2013, 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.

SD Agchem (Europe) NV, a 100% Wholly Owned Subsidiary entered into a settlement agreement dated December 11, 2023 with ex-shareholders of Sintesis Quimica S.A.I.C, Argentina (erstwhile shareholders') (erstwhile step down subsidiary till September 2017). Under the terms of settlement, a total consideration of H1,483 Lakhs was to be paid by SD Agchem (Europe) NV to the ex- shareholders. Consequential to the same, the Board of Directors had on December 14, 2023 provided guarantee on behalf of SD Agchem (Europe) NV, a 100% Wholly Owned Subsidiary to secure the payment obligations of SD Agchem (Europe) NV upto an amount not exceeding H1500 Lakhs in relation to the settlement agreement. SD Agchem (Europe) NV had paid a sum of H1,148 Lakhs till March 31, 2024 and during the current year the SD Agchem has paid remaining balance of H335 Lakhs and payment of guarantee has been fulfilled.

The Company does not have any associate companies or joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.

4. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 136 of the Companies Act, 2013, 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 Obligations and Disclosure Requirements) Regulations, 2015 ("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, 2025 comprises the standalone financial statements of the Company and its subsidiary (together referred to as "the Group").

The consolidated revenue of the Company during the year under review stood at H902 crore with a profit before tax of H54 crore against H937 crore and profit before tax of H73 crore in the previous year.

5. DIVIDEND

The Board of Directors are 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 2024-25 shall be H3.68 crore.

The proposed dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. Upon approval, the dividend will be disbursed to those shareholders whose names appear in the Register of Members as on the record date determined for this purpose. The record date will be Friday, July 18, 2025 for the purpose of payment of dividend for the financial year 2024-25.

The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www.punjabchemicals.com/wp-content/ uploads/2021/05/Dividend-Distribution-Policy.pdf

6. OUTLOOK

The Company operates in the Performance Chemicals segment, encompassing Agrochemicals, Specialty Chemicals & Pharmaceuticals, and Industrial Chemicals. This sector has demonstrated consistent and promising growth in recent years, driven by the introduction of new chemical products and the ongoing rebalancing of global supply chains. Furthermore, supportive policy measures from the Government of India are expected to catalyze innovation and foster strategic collaborations between MNCs and Indian chemical manufacturers.

The Company is actively investing in R&D and technical capabilities, positioning itself as a preferred Contract Research and Manufacturing Services (CRAMS) partner for both domestic and international agrochemical firms. With a long-standing and successful track record in the manufacture and export of a broad portfolio of Performance Chemicals, the Company is well-equipped to capitalize on the expanding market opportunities.

Strategic initiatives are underway to develop new products, enhance production volumes, and broaden the product portfolio-either through CRAMS arrangements or direct sales. Ongoing discussions with multiple stakeholders to onboard new products and expand existing business relationships are progressing positively.

Backed by decades of industry experience and a strong track record of delivering high-quality products to both Indian and global clients, the Company is focused on strengthening partnerships through continuous innovation and the adoption of advanced manufacturing technologies.

Barring any unforeseen circumstances, the management is optimistic about the Company's growth prospects, supported by its diversified product range and commitment to technological excellence.

7. FINANCE a. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2025 stood at H12.26 crore consisting of 1,22,62,185 equity shares of H10/- each. During the year under review, the Company did not issue any type of shares or convertible securities or shares with differential voting rights. The Company also did not allot /grant any stock options or sweat equity or warrants to the employees. As on March 31, 2025, the Company has not issued or outstanding any instrument convertible into Equity Shares of the Company during the Financial year. Your Company has not resorted to any buy back its Equity Shares during the year under review.

The Company does not have any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Details of loans, guarantees, and investments as covered under Section 186 of the Companies Act, 2013 are disclosed in Note Nos. 49 and 48 of the Standalone and Consolidated Financial Statements, respectively, forming part of this Annual Report.

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 has been no change in the credit rating of the Company from any of the credit rating agencies. However, the Company has received reaffirmation of its ratings, with Long-Term Debt being rated at CARE BBB+ with a Stable outlook, and Short-Term Debt rated at CARE A2.

8. ENVIRONMENT, SUSTAINABILITY, HEALTH AND SAFETY

At Punjab Chemicals, we are dedicated to the highest standards in Environment, Health, and Safety (EHS), ensuring a safe workplace, sustainable practices, and the well-being of our people. Our EHS policy goes beyond compliance- it's part of our core values. By maintaining strict standards, we reduce workplace incidents, improve efficiency, and keep operations running smoothly with fewer disruptions. We prioritize employee health and safety, which strengthens our safety culture and boosts satisfaction and retention. Proactive EHS practices also help us cut costs by preventing accidents, optimizing resources, and minimizing waste. Strong EHS performance enhances our reputation, meets stakeholder expectations, and builds trust. For us, EHS is key to long-term success-driving excellence, reducing risks, and supporting a sustainable future.

At Punjab Chemicals, we prioritize the health and safety of our employees, ensuring they return home safely each day. To support this, we conduct biannual medical checkups for employees and annual check-ups for managers, with quarterly checks for those in hazardous processes. The Company also organized health awareness programs on heart health, blood pressure, and sugar levels. Our occupational health centre offers preventive medical camps, and we have deployed an ambulance at our manufacturing units. Additionally, a cooperative society provides loans for housing, education, and personal needs, while the subsidized, FSSAI-certified canteens ensure nutritious meals. We also promote health education on diseases like hypertension and encourage yoga and healthy eating habits.

At Punjab Chemicals, we prioritize a safe, compliant, and resilient work environment through proactive safety measures and a strong culture of accountability. Key initiatives include automated batch charging and agitated nutsche filter dryers to reduce emissions, along with a robust Process Safety Management (PSM) program covering safety information, process validation, and regular assessments. We conduct routine HAZOP studies, risk assessments, and safety audits to ensure operational integrity. A structured incident reporting system enables timely corrective actions, while safety protocols are reinforced through regular reviews, training, and drills. Our employees undergo monthly safety training and biannual mock drills, reflecting our ongoing commitment to continuous improvement and regulatory compliance. The Company's sites are certified to various internationally recognized management systems, demonstrating a commitment to quality, environmental responsibility, and occupational health and safety. These certifications include ISO 9001:2015 for Quality Management, ISO 14001:2015 for Environmental Management, and ISO 45001:2018 for Occupational Health and Safety.

9. RESEARCH & DEVELOPMENT AND QUALITY CONTROL

The Research & Development (R&D) function continues to play a critical role in driving innovation, operational efficiency, and sustainability within the organization. During the period under review, R&D efforts were primarily focused on the optimization of existing product processes, reduction of effluent load to support environmental compliance objectives, and the development of new products and value-added by-products. These initiatives are aligned with the Company's long-term strategic goals of enhancing product performance, reducing environmental footprint, and expanding market offerings.

Quality Control (QC) remains a core strength and a fundamental pillar of our operational excellence. The Company maintains stringent quality assurance protocols across all stages of production-from raw material procurement through to final product release. Each material and product undergoes comprehensive quality testing to ensure adherence to rigorous internal standards as well as relevant regulatory and industry specifications. This robust QC framework underpins our commitment to delivering consistent, high-quality products to our customers.

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to energy conservation, technology absorption, and foreign exchange earnings and outgo forms an integral part of this Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company undertook various initiatives as part of its commitment to Corporate Social Responsibility (CSR). During the financial year 2024–25, the Company was required to spend H181 lakh towards CSR activities and has spent H182 Lakh. The amount was utilized for the promotion of education through the upgradation of school infrastructure and establishment of computer laboratories; healthcare initiatives including the organization of preventive medical camps, blood donation drives, and eye check-up camps in nearby areas; and rural development activities aimed at uplifting neighbouring communities. Additionally, the Company extended support to the underprivileged and differently-abled through donations. The CSR Policy of the Company is available on its website at https://www. punjabchemicals.com/wp-content/uploads/2023/03/ CSR-Policy.pdf.

The detailed Annual Report on CSR activities, as mandated under the Companies Act, forms part of this Report. Further information on the CSR Committee is provided in the Corporate Governance Report, which also forms part of the Annual Report.

Pursuant to Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Subsections (9) and (10) of Section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, every listed company is mandated to establish a vigil mechanism for directors and employees to report genuine concerns. In compliance with these provisions, the Company has formulated and adopted a Whistle Blower Policy as part of its vigil mechanism.

The objective of this Policy is to provide a framework through which directors, employees, and other stakeholders can raise concerns regarding unethical behavior, suspected or actual fraud, or any violation of the Company's Code of Conduct, ethics policy, or applicable laws and regulations. This mechanism reinforces the Company's commitment to maintaining the highest standards of integrity, transparency, and accountability.

The Policy includes the contact details of the Chairperson of the Audit Committee, enabling direct and confidential access for complainants. Employees and stakeholders are encouraged to report concerns directly to the Chairperson, as outlined in the Policy. The Audit Committee is responsible for reviewing the concerns raised and ensuring appropriate corrective actions are taken, where necessary.

During the financial year, the Company did not receive any complaint under the Vigil Mechanism / Whistle Blower Policy.

The detailed Vigil Mechanism and Whistle Blower Policy is available on the Company's website at the following link:https://www.punjabchemicals.com/wp-content/ uploads/2024/08/Whistle-Blower-Policy-PCCPL.pdf.

The Company has implemented robust Internal Financial Controls in relation to the preparation of financial statements. These controls were thoroughly tested during the year, and no material weaknesses, either in design or operation, were identified. Further details regarding the internal control systems are outlined in the Management Discussion & Analysis section, which forms an integral part of this Annual Report.

IncompliancewithScheduleVoftheListingRegulations,the Company has constituted a Risk Management Committee responsible for overseeing the identification, evaluation, and mitigation of risks, as well as for developing strategies to address emerging risks. The details of the Committee, including its composition and terms of reference, are outlined in the Corporate Governance Report, which forms an integral part of the Board's Report.

The Company has established a robust risk management framework and has implemented a comprehensive Risk Management Policy, which is available on the Company's official website at https://www.punjabchemicals.com/ wp-content/uploads/2018/07/Risk-Management.pdf. This policy provides for the creation and maintenance of a risk register, facilitates the identification of risks, and ensures the formulation and execution of mitigation strategies. Identified risks, both current and potential, are systematically addressed through targeted mitigation actions. The risk register is regularly reviewed and updated to ensure its continued relevance, and mitigation measures are adapted as necessary to ensure the Company's risk profile remains within defined tolerance levels. Furthermore, the Board is kept fully informed of any actual or emerging risks that could impact the Company's long-term strategic objectives and operations.

All related party transactions undertaken during the financial year were executed on an arm's length basis and in the ordinary course of business. The Company has not entered into any materially significant related party transactions that could potentially conflict with the interests of the Company at large. As such, the disclosure of related party transactions in Form AOC-2 is not applicable.

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 has also revised its Related Party Transactions Policy in accordance with the recent amendments to the Listing Regulations. The revised Company's policy on related party transactions, as approved by the Board, is available on the Company's website at https://www.punjabchemicals.com/ wp-content/uploads/2025/03/RPT-Policy.pdf.

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.

In accordance with the provisions of Section 139(2) of the Companies Act, 2013, read with the applicable rules made thereunder, it is mandatory to rotate the statutory auditors of a company upon the completion of two terms of five consecutive years each, with each term being subject to the approval of the shareholders.

In compliance with these requirements, M/s B S R

& Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company at the 46th Annual General Meeting ("AGM") held on August 10, 2022. They were appointed to hold office from the conclusion of the said AGM until the conclusion of the 51st AGM, to be convened in the year 2027.

It is further noted that, pursuant to the Companies (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.

During the financial year under review, the Statutory Auditors have provided a confirmation to the effect that they continue to meet the independence criteria as prescribed under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India. They have also confirmed that they are not disqualified from continuing as statutory auditors of the Company.

The Statutory Auditors' Report for the financial year ended March 31, 2025, 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.

M/s P.S. Dua & Associates, Company Secretaries (CP No. 3934), were appointed as the Secretarial Auditors of the Company for the financial year 2024-25, in accordance with the provisions of Section 204 of the Companies Act, 2013, and the rules framed thereunder. 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, and therefore does not necessitate any further comments by the Board.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s P.S. Dua & Associates, Peer Reviewed Firm of Company Secretaries in Practice (C.P. No. 3934), as Secretarial Auditors of the Company for a term of upto 5(Five) consecutive years, commencing on April 1, 2025, until March 31, 2030. Brief resume and other details of M/s P.S. Dua

& Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s P.S. Dua & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has undertaken a Secretarial Compliance Audit for the financial year 2024-25. The audit was conducted by a qualified Practising 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.

M/s Khushwinder Kumar & Co., Cost Accountants, were appointed as the Cost Auditors of the Company for the financial year 2024-25 in accordance with the provisions of Section 148 of the Companies Act, 2013. The Company has duly maintained proper cost accounting records as prescribed by the Central Government under sub-section (1) of Section 148 of the said Act for its business operations during the year.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm Registration No. 100123), as the Cost Auditors of the Company to carry out the audit of cost records for all business divisions for the financial year 2025-26. The firm has submitted a certificate confirming their eligibility for the said re-appointment.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking such ratification has been included in the Notice convening the forthcoming Annual General Meeting.

The Cost Audit Report for the financial year 2023-24 was duly filed with the Ministry of Corporate Affairs, and the Cost Audit Report for the financial year 2024-25 will be filed within the prescribed statutory timeline.

As of March 31, 2025, the Company's Board of Directors comprises three Independent Directors, including two women Independent Directors. The Independent Directors on the Board are Mrs. Aruna Rajendra Bhinge (DIN: 07474950), Mrs. Tara Subramaniam (DIN: 07654007), and Mr. Sheo Prasad Singh (DIN: 06493455).

Mr. Sheo Prasad Singh (DIN: 06493455) tendered his resignation, and consequently ceased to be an Independent Director of the Company effective April 30, 2025. The Board placed on record its deepest appreciation for Mr. Sheo Prasad Singh in the success achieved by the Company during his tenure as an Independent Director of the Company.

Mrs. Aruna Rajendra Bhinge was re-appointed as an Independent Director for a second term of five consecutive years, effective from April 1, 2025. The re-appointment was approved by the shareholders through postal ballot notice dated January 28, 2025.

The Board of Directors of the Company, at its meeting held on April 30, 2025, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Kapil Kumar Mehan (DIN: 01215092) and Mr. Suresh Arora (DIN: 10641466) as an Additional Directors in the capacity of Non-Executive Independent Directors, with effect from April 30, 2025 for a period of five consecutive years.

Pursuant to Regulation 17(1C)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of an Additional Director is required to be approved by the shareholders at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the Company proposes to seek the approval of the shareholders at the forthcoming 49th Annual General Meeting for the regularization of Mr. Kapil Kumar Mehan and Mr. Suresh Arora as Independent Directors, not liable to retire by rotation, for a first term of five consecutive years commencing from April 30, 2025.

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 Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) 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.

Pursuant to the provisions of the Companies Act, 2013, Capt. Surjit Singh Chopra (Retd.) (DIN: 00146490) and Mr. Avtar Singh (DIN: 00063569), Non-Executive and Non-Independent Directors, are liable to retire by rotation at the forthcoming 49th Annual General Meeting (AGM). Being eligible, both Directors have offered themselves for reappointment.

Based on the outcome of the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends their reappointment. The Notice convening the 49th AGM, scheduled to be held on Tuesday, July 29, 2025, includes detailed information in this regard.

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 49th 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 2024-25, the Board of Directors convened six meetings, all held within the prescribed time intervals in accordance with the provisions of the Companies Act, 2013. 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.

Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has adopted a formal framework for the annual evaluation of its own performance, that of its Committees, individual Directors, and the Chairman. The evaluation was carried out through a structured process covering key aspects such as Board composition, effectiveness, participation, decision-making, governance, and discharge of duties. Executive Directors were assessed based on leadership, expertise, and their contributions to organizational goals, while Independent Directors were evaluated on their participation, objectivity, and oversight functions. Committees were evaluated as per their terms of reference and functional effectiveness.

A separate meeting of Independent Directors was held on March 26, 2025, to review the performance of the Board, Non-Independent Directors, and the Chairman, as well as the quality and timeliness of information shared by the management. The Board's Performance Evaluation Policy is available on the Company's website at https://www.punjabchemicals. com/wp-content/uploads/2018/07/Nomination-and-Remuneration-Policy.pdf j. Details of Familiarisation Programme:

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/2025/03/Familarisation-Programme-2024-25.pdf.

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

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility (CSR) Committee

Risk Management Committee

Comprehensive details regarding the composition of each committee, the number of meetings held during the year, and the attendance of the respective committee members are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the financial year, Mr. Ashish R. Nayak resigned from the position of Chief Financial Officer (CFO) with effect from January 31, 2025. Subsequently, Mr. Vikash Khanna was appointed as the Chief Financial Officer of the Company with effect from March 26, 2025.

As on March 31, 2025, the following individuals were designated as Key Managerial Personnel of the Company in accordance with Section 2(51) of the Companies Act, 2013:

Mr.ShalilShashikumarShroff–ManagingDirector

Mr. Vinod Kumar Gupta – Chief Executive Officer

Mr. Vikash Khanna – Chief Financial Officer

Ms. Rishu Chatley – Company Secretary and Compliance Officer

As of March 31, 2025, the Board of Directors of the Company is duly constituted, comprising a balanced mix of Executive and Independent Directors, in line with applicable statutory requirements. The Board consists of nine (9) members: one (1) Executive Director, five (5) Non-Executive Non-Independent Directors, and three (3) Independent Directors.

The composition of the Board is periodically reviewed to ensure it remains aligned with the strategic needs of the Company and regulatory expectations.

The Nomination and Remuneration Committee has formulatedacomprehensiveNominationandRemuneration Policy pursuant to Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determining the qualifications, positive attributes, and independence of Directors. It also provides guidance on the structure and levels of remuneration for Directors, Key Managerial Personnel (KMP), and senior management, including the appointment of individuals at one level below the KMP.

The full policy is available on the Company's website and can be accessed at the following link: https://www. punjabchemicals.com/wp-content/uploads/2018/07/ Nomination-and-Remuneration-Policy.pdf.

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 an integral part of this report.

The Company is committed to fostering a secure and supportive work environment for all employees. Our goal is to provide a workplace that is free from harassment, exploitation, and intimidation, ensuring a respectful and inclusive atmosphere for all business associates. In line with this commitment, the Company has implemented a comprehensive Policy for the Prevention and Redress of SexualHarassment,whichcanbeaccessedonourwebsiteat https://www.punjabchemicals.com/wp-content/ uploads/2025/02/POSH-Policy.pdf. To effectively address and prevent instances of sexual harassment, the Company has constituted an Internal Complaints Committee (ICC) to handle and resolve complaints in accordance with legal guidelines. The ICC is established under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The Committee includes external members with relevant experience or from recognized NGOs, and is chaired by a senior female employee. Furthermore, over 50% of the ICC members are women, ensuring diverse perspectives and a gender-sensitive approach to complaints.

The ICC empowers employees to report any instances of sexual harassment at the workplace. The Committee is responsible for conducting thorough investigations into all complaints, ensuring a fair, transparent, and timely inquiry process. In addition to addressing complaints, the ICC also plays a key role in the prevention and prohibition of sexual harassment within the organization. For detailed information on the number of sexual harassment complaints filed, resolved, and pending during the financial year, please refer to the Business Responsibility and Sustainability Report section of this Annual Report.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. Necessary facilities and benefits, as mandated under the Act, have been extended to the eligible employees.

Pursuant to the requirement under sub section 3 (c) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) inpreparationoftheannualaccountsfortheyearended March 31, 2025, 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, 2025 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts 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.

In accordance with Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is an integral part of this report. This section provides a comprehensive overview of the company's business performance, highlighting key financial and operational developments. The report delves into the current state of affairs, offering insights into the strategic direction, challenges, and opportunities faced by the company during the reporting period.

The Company has adhered to the Corporate Governance Code as prescribed under the Listing Regulations. The Corporate Governance Report, in accordance with Rule 34(3) read with Paragraph C of Schedule V of the Listing Regulations, is an integral part of this Report.

Additionally, the required certificate from the Practicing Company Secretary, confirming the Company's compliance with the corporate governance requirements, is attached hereto.

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the "Business Responsibility

& Sustainability Report" (BRSR) is included as an integral 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 Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 as of March 31, 2025, is available for viewing at the following link: https://www.punjabchemicals.com/wp-content/uploads/2025/06/MGT-7.pdf.

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 2024-25, no application was made, nor was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016.

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

4. 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 Companies Act, 2013, that would require disclosure in the Board's Report.

5. The equity shares of the Company continue to be listed on BSE Limited and the National Stock Exchange of India Limited.

During the year under review, no unclaimed dividend was due for transfer to the Investor Education and Protection Fund (IEPF) established by the IEPF Authority.

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 Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors places on record its sincere appreciation for the dedicated efforts and commitment demonstrated by all employees of the Company throughout the year. The Board also extends 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.

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.