DEAR SHAREHOLDERS,

Your Board of Directors are pleased to present the 63^rd Annual Report on business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended 31 March, 2024.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31 March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarised financial highlight is depicted below:

(' in Crores)

• There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

• Previous year's figures have been regrouped/ re-arranged wherever necessary.

• There has been no change in nature of business of your Company.

PERFORMANCE OVERVIEW Standalone Basis

Your Company's FY 2023-24 EBITDA was ' 998 Crores as against ' 775 Crores in the previous year. PAT for the year was ' 533 Crores, as against previous year's PAT of ' 444 Crores.

Carbon Black

Your Company's carbon black segment EBIT in FY 2023-24 was at ' 897 Crores as compared to ' 699 Crores in FY 2022-23, which is an increase by ' 198 Crores due to higher volume, change in product mix and operational efficiencies.

Power

Your Company's power segment revenue (excluding inter segment revenue) in FY 2023-24 was at ' 163 Crores as compared to ' 142 Crores in FY 2022-23, which is an increase by ' 21 Crores due to higher sales volume as well as better realisation.

PCBL (TN) Limited Performance Summary

Your Company's subsidiary PCBL (TN) Limited during FY 2023-24 sold 49,830 MT of Carbon Black. Revenue from operations (excluding inter segment revenue) during FY 2023-24 was ' 507 Crores while EBITDA during the same period was ' 61 Crores.

Consolidated Basis

Your Group's FY 2023-24 EBITDA was ' 1074 Crores as against ' 772 Crores in the previous year. PAT for the year was ' 491 Crores, as against previous year's PAT of ' 442 Crores.

A detailed review of the operations of your Company for the financial year ended 31 March 2024 is given in the Management Discussion and Analysis Report, which forms a part of this Report

DIVIDEND

The Board of Directors of your Company at its meeting held on 15 January, 2024 had declared an Interim Dividend @ 550 %, i.e. ' 5.50 /- per equity share on the face value of Re. 1/- per equity share, for the financial year ended 31 March, 2024. The said Interim Dividend was paid on and from 9 February, 2024. The dividend recommendation is in accordance with the Dividend Distribution Policy of your Company which is annexed hereto and forms part of the Annual Report and the same is available on your Company's website and can be accessed at https://www.pcblltd.com/investor-relation/general- policies. There has been no change in the policy during the year. The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of your Company includes an item for confirmation of the said interim dividend.

MANUFACTURING

Carbon Black production during FY 2023-24 was 4,84,035 MT as compared to 4,47,003 MT in FY 2022-23 on standalone basis. Your Company's subsidiary PCBL (TN) Limited during FY 2023-24 produced 52,165 MT of carbon black. However, we are focusing on the production of value-added products in the performance and specialty chemical segment, which is having higher contribution margin.

As a manifestation of our commitment to sustainability, we are continuously working towards a reduction in water and power consumption. We are endlessly strategising towards conversion cost reduction through inventory and spare management as well as improving our reliability by strengthening preventive measure compliances, condition-based monitoring and periodic reviews of SOPs.

Subsequent to the commencement of commercial production of first phase (63,000 MTPA) of the Greenfield Project in Chennai on 14 April, 2023, the final phase (84,000 MTPA) of the Project was successfully commissioned on 12 September, 2023. With this, the Project's total capacity has reached 1,47,000 MTPA.

During the year, 24 MW green power plant was also commissioned at the Greenfield Project by PCBL (TN) Limited, a wholly owned subsidiary of your Company in the state of Tamil Nadu. With this, the total capacity of the cogeneration power of your Company and its subsidiary stands at 122 MW.

The brownfield expansion at our existing facility at Mundra Plant to produce specialty chemicals is in full swing.

With its strategically located plants, your Company is well equipped to serve customers in India as well as all over the globe. Proximity to seaports reduces logistics costs.

ENVIRONM ENTAL, SOCIAL AND GOVERNANCE (ESG)

With its continuous commitment towards sustainability, your Company has been working on enhancing its ESG efforts by undertaking a comprehensive and independent ESG strategy and assessment exercise by adhering to certain Key Performance Indicators (KPIs) derived out of materiality targets. Key material factors have been sharply defined in alignment with the context of the business. These are Greenhouse Gas (GHG) emissions and energy management, Water management, Solid waste management, Health and safety, Human rights and Employee wellbeing and community engagement, Product stewardship, Leadership and Governance.

For the FY 2023-24, your Company had conducted a carbon footprint accounting process across all manufacturing plants and offices. The GHG emissions covered by the report include both direct and indirect emissions generated by the business. The GHG emission intensity (tCO2 emission/MT production of carbon black) was 1.93 tCO2e/MT for Scope1 and Scope2 in FY 2023-24. Eleven categories out of total fifteen were found to be applicable for your Company while calculating GHG emission under Scope3.

Your Company's specific key risks and opportunities relating to ESG material issues have been identified. Action plans have been formulated to achieve the targets under each of the identified key material issues. Implementation of some of the action plans to mitigate the risks and exploring the opportunities may have long lead times, but your Company is committed to this.

CREDIT RATINGS

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

SHARE CAPITAL

Your Company's paid-up Equity Share Capital as on 31 March, 2024 stood at ' 37.75 Crores. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31 March, 2024, none of the Directors of your Company hold shares or convertible instruments of your Company.

ACQUISITION

On 31 January, 2024, your Company has acquired Aquapharm Chemicals Private Limited (ACPL), a Pune-based specialty chemicals company. This landmark acquisition, the largest by the RPSG Group, is a transformative entry for your Company into the global specialty segments of water treatment and oil and gas chemicals. The acquisition propels your Company from a single platform to multiple platforms, enhancing its offerings in line with your Company's vision of becoming a trusted global player with a diversified specialty chemical portfolio. It represents a pivotal moment for both your Company and Aquapharm, strengthening your Company's position in the fast-growing and high-margin specialty chemicals sector.

As your Company ventures into new avenues of specialty chemicals, this strategic move puts your Company on the path of sustained growth. This will further enable your Company to capitalise on the increasing demand for water treatment and oil and gas chemicals worldwide. The success of this acquisition will undoubtedly reinforce your Company's position as a dominant player in the dynamic landscape of specialty chemicals.

JOINT VENTURE

On 16 March, 2024, your Company entered into a Joint Venture agreement with Kinaltek Pty Limited ('Kinaltek'), an Australian firm renowned for its expertise in nano silicon technology tailored for battery applications. This strategic partnership is founded on the principle of maximising synergies and harnessing the combined expertise of both entities to pioneer breakthroughs in nano-silicon- based products for battery applications. The primary objective is to capitalise on the lucrative opportunities presented by the burgeoning battery application market, particularly in sectors such as electric vehicles, where significant growth potential exists. Holding the intellectual property and know-how of products for battery application,

Kinaltek will be responsible for overseeing the development and commercialisation of nano- silicon-based products, as well as the establishment of manufacturing facilities to support production. With this partnership, your Company aims to diversify and boost its product portfolio with high- margin offerings, thereby enhancing its competitive edge in the marketplace. Under this agreement, your Company will hold a majority share of 51% in the Joint Venture Company, while Kinaltek will hold the remaining 49% share.

NON- CONVERTIBLE DEBENTURES (NCDs)

Your Company had allotted rated, listed, secured, redeemable 70,000 non-convertible debentures of the face value of ' 1,00,000/- each for a total sum of ' 700 Crores on private placement basis on 29 January, 2024. The NCD's are listed on the BSE Limited.

The proceeds of the non-convertible debentures have been fully utilised before March 31, 2024, for acquisition of shares of Aquapharm Chemicals Private Limited, through a subsidiary Advaya Chemical Industries Limited incorporated on January 11, 2024.

PREFERENTIAL ISSUE

Pursuant to SEBI guidelines and necessary approval of Members, the Board has approved the allotment of 1,60,00,000 warrants of your Company, on a preferential basis by way of a private placement on 7th May, 2024. The allotment has been undertaken in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable rules/ regulations / guidelines, if any, prescribed by any other regulatory or statutory authorities. The equity shares issued upon conversion of the warrants so issued will be listed on BSE Limited and the National Stock Exchange of India Limited.

SUBSIDIARY COMPANIES

Your Company has 6 subsidiaries as on date, namely Phillips Carbon Black Cyprus Holdings Limited, PCBL (TN) Limited, PCBL Europe SRL, Advaya Chemicals Limited, Advaya Chemical Industries Limited and Nanovace Technologies Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. Further, your Company has acquired Aquapharm Chemicals Private Limited on 31 January, 2024 through one of

its subsidiarles namely Advaya Chemical Industries Limited.

Pursuant to the provisions of Sections 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated financial statements of your Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours till the date of the AGM of the Company. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at www.pcblltd.com.

MATERIAL SUBSIDIARIES

As on 31 March, 2024, your Company had 1 unlisted material subsidiary i,e. PCBL(TN) Limited. Your Company has formulated a policy for determining Material Subsidiaries. The policy on Material Subsidiary is available on your Company's website and may be accessed at the link:. https://www.pcblltd. com/investor- relation/general-policies.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries are covered in the Corporate Governance Report, which forms part of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report, marked as 'Annexure -A'.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31 March, 2024 prepared in

accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed at https://www.pcblltd.com/investor- relation/compliances-under-sebi-regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as 'Annexure-B' of this Integrated Annual Report.

PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and your Company's operations in future.

No proceedings have been initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

No instances of one-time settlement with any bank or financial institution were incurred during the financial year under review.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year under review, are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Board has six (6) Statutory

Committees: Audit Committee, Nomination

and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors' Committee and the Sustainability and Risk Management Committee.

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.pcblltd.com/investor-relation/general- policies. The Annual Report on CSR activities is annexed marked as 'Annexure C and forms part of this Integrated Annual Report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2023-24 have been utilised for the purpose and in the manner approved by the Board of Directors of your Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on your Company's website and may be accessed at the following link: https://www.pcblltd.com/investor- relation/compliances-under-sebi-regulations.

During the financial year 31 March, 2024, your Company has not received any complaint under the vigil mechanism / whistle blower policy.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards' functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the financial year ended 31 March, 2024, your Company engaged a leading HR Consulting Firm for carrying out and implementation of the Board Evaluation survey. With regard to the same, the leading HR Consulting Firm has been engaged in the process of compilation of the report and feedback received from the Board Members, Committee Members and Directors in the questionnaires circulated and for identifying key inferences and observations with respect to Performance Evaluation of the Directors. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Section of the Annual Report.

The Remuneration Policy is also posted on your Company's website and may be accessed at the link: https://www.pcblltd.com/investor-relation/general- policies

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and

the rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link https://www.pcblltd.com/investor- relation/general-policies.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

RISK MANAGEMENT

Your Company has a structured Risk Management Framework, designed to identify, assess and mit?gate risks appropriately. The Board has formed a Sustainability and Risk Management Committee (SRMC) inter-alia to frame, implement and monitor the risk management plan for your Company. The SRMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section ('Annexure - A'), which forms part of this Integrated Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in 'Annexure-D' of this Integrated Annual Report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Integrated Annual Report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company Secretary in this regard at pcbl.investo r@rpsg.in.

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel (KMPs) of your Company and the Company had the following KMPs as on March 31, 2024 as per Section 2(51) of the Act:

LISTING

The equity shares of your Company continue to be listed on the National Stock Exchange (NSE) and BSE Limited (BSE). The Non- convertible debentures issued by your Company during the year was listed on BSE Limited. Your Company has paid the requisite listing fees to all the Stock Exchanges for FY 2024-25.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certif?cate from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), the Statutory Auditors of your Company,

regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.pcblltd. com/investor-relation/share-information/code-of- conduct

NUMBER OF MEETINGS OF THE BOARD

The Board met 11 (eleven) times during the year under review. The intervening gap between two consecutive board meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Section, which forms part of this Integrated Annual Report. Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on 27 February, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.

The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

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

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance

with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

STATUTORY AUDITORS AND AUDITOR'S REPORT

At the AGM of the Shareholders of your Company held on 28 June, 2022, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having Firm Registration No. 301003E/E300005, have been re-appointed as the Statutory Auditors of your Company to hold office for the 2^nd term of five consecutive years from the conclusion of the sixty first (61⁵¹) AGM till the conclusion of the 66^th AGM of your Company to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of your Company.

The Report given by M/s. S R Batliboi and Co. LLP, Chartered Accountants on the financial statement of your Company for the FY 2023-24 is part of this Integrated Annual Report. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Representatives of Statutory Auditors of your Company attended the previous AGM of your Company held on 11 July, 2023.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by your Company relating to manufacturing of Carbon Black and generation and transmission of electricity at its plants located at Durgapur in West Bengal, Kochi in Kerala, Mundra and Palej in Gujarat, is required to be audited. Accordingly, the Directors of your Company had, on the recommendation of the Audit Committee of the Board of Directors of your Company, appointed Messrs Shome & Banerjee, to audit the cost accounts for the FY 24-25 at a remuneration of ' 5,50,000/- (Rupees Five Lakhs Fifty Thousand only). As required

under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking ratification of the Members for the remuneration payable to Messrs Shome & Banerjee, Cost Auditors is included at Item No. 4 of the Notice convening the AGM.

Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending 31 March, 2025.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit was carried out by M/s. Anjan Kumar Roy & Co., Company Secretaries (Membership No. FCS 5684, CP No. 4557) for the financial year ended on 31 March, 2024.

The Report given by the Secretarial Auditors is marked as 'Annexure -E' and forms a part of the Board's Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no details is required to be disclosed under Section 134 (3)(ca) of the Act.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretary appointed by material unlisted Indian subsidiary of your Company undertook secretarial audit for FY 2023-24. Secretarial audit report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICC), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICC includes external member with relevant experience. The ICC, presided by the Chairperson, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitise themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to POSH.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2023-24, describing the initiatives taken by your Company from an Environment, Social and Governance (ESG) perspective, forms part of this Integrated Annual Report (Annexure - F). In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company. The ESG disclosures including BRSR Report have been independently assured by Indian Register Quality Systems (IRQS).

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

DIRECTORS

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Preeti Goenka (DIN: 05199069) is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Board recommends the re-appointment of Mrs. Preeti Goenka as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of AGM.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.pcblltd.com/investor- relation/general-policies. The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements.

BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and may be accessed at the link https://www.pcblltd. com/investor-relation/general-policies.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Committee (NRC) implements this mechanism in concurrence with the Board. The Succession Planning Policy for Board and Senior Management is available on your Company's website and may be accessed at the link: https:// www.pcblltd.com/investor-relation/generatpolicies.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Pg no. 166 of this Integrated Annual Report.

HUMAN RESOURCES

A detailed section on your Company's Human Resource Development is a part of the Management Discussion and Analysis Report, which forms a part of the Board's Report.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31 March, 2024, are provided in the Management Discussion and Analysis Report given in "Annexure - A", which is annexed hereto and forms a part of the Board's Report.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security policy is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, interalia, lays down the

procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company's website and link for the same may be accessed at https:// www.pcblltd.co m/investor-relation/general-policies.

The employees are required to undergo a mandatory training on this Code to sensitise themselves and strengthen their awareness.

ACKNOWLEDGEMENT

Your Di recto rs are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.