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:
|
Standalone |
Consolidated |
| Particulars |
For the year ended March 31, 2026 |
For the year ended March 31,2025 |
For the year ended March 31, 2026 |
For the year ended March 31, 2025 |
| Revenue from Operations |
2,93,865.30 |
2,02,826.59 |
2,95,836.12 |
2,05,690.53 |
| Other Income |
718.34 |
365.56 |
564.32 |
225.03 |
| TOTAL REVENUE |
2,94,583.64 |
2,03,192.15 |
2,96,400.44 |
2,05,915.56 |
| Profit Before Depreciation, Interest and Tax (EBITDA) |
21,814.82 |
10,755.20 |
21,622.13 |
10,710.91 |
| Depreciation and Interest |
3,080.49 |
2,282.81 |
3,521.43 |
2,882.44 |
| PROFIT BEFORE EXCEPTIONAL ITEM |
18,734.33 |
8,472.39 |
18,100.70 |
7,828.47 |
| Exceptional Item |
(93.48) |
0.00 |
(93.48) |
0.00 |
| PROFIT BEFORE TAX (PBT) |
18,640.85 |
8,472.39 |
18,007.22 |
7,828.47 |
| Tax |
(4,767.71) |
(1,966.13) |
(4,820.22) |
(2,023.01) |
| PROFIT FOR THE YEAR (PAT) |
13,873.14 |
6,506.26 |
13,187.00 |
5,805.46 |
| Other Comprehensive Income |
2,985.42 |
(13.64) |
2,985.42 |
(13.64) |
| TOTAL INCOME |
16,858.56 |
6,492.62 |
16,172.42 |
5,791.82 |
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:
| Female |
49 |
| Male |
443 |
| Transgender |
NIL |
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:
| Foreign Exchange |
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Earnings and Outgo |
2025-26 |
2024-25 |
| Foreign Exchange Earnings |
1,78,268 |
1,34,894 |
| Foreign Exchange Outgo |
2,08,789 |
1,54,712 |
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.
| PARTICULARS |
NO.OF SHARES |
PAID UP EQUITY SHARE CAPITAL (In Rs. ) |
| At the beginning of the year (April 1, 2025) (Face value of
RS. 5/- per equity share) |
2,81,24,689 |
14,06,23,445 |
| Allotment on account of conversion of outstanding warrants |
23,86,590 |
1,19,32,950 |
| At the End of the year (March 31,2026) (Face value of J
5/- per equity share) |
3,05,11,279 |
15,25,56,395 |
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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