Dear Members,

The Board of Directors are pleased to present the 36^th Annual Report on your business and operations together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

FINANCIAL PERFORMANCE

Revenue from Operations for the financial year 2023-24 was Rs.1,120.44 Crores, which was 28% higher than the revenue of Rs. 874.36 Crores in the previous year. This growth is attributed to the continued strong performance of the Metal and Metallic oxide segment, which has been a major contributor to the company's profitability in recent years.

The export sales for the year 2023-24 was Rs 210 Crores as against Rs.184 Crores in the previous year, signifying the demand for the Company's product internationally.

The Operating Profit for the year stood at Rs. 3,921.55 Lakhs as against Rs. 2,917.57 Lakhs in the previous year. The operating margin of the Company has increased to 3.50% in the current year as against 3.34% in the previous year.

The profitability for the year has also improved from Rs.1,716.65 Lakhs in the previous year to Rs. 2,387.46 Lakhs in the current financial year.

The earnings per share for the year ended March 31, 2024 was Rs. 31.81/- as against Rs. 23.12/- in the previous year. The net worth of the company as at March 31, 2024 was Rs. 6,814.11 Lakhs as against Rs. 5,153.92 Lakhs in the previous year.

DIVIDEND

Based on the Company's performance, your Directors are pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM'), payment of final dividend of Rs. 2.50/- per equity share of Rs.10/- each, fully paid-up, (i.e., 25%) for the year ended March 31, 2024, out of the current year's profits. The proposed final dividend payout will amount to Rs. 1,39,39,980/-.

The Company has fixed Friday, August 30, 2024 as the “Record Date” for the purpose of determining the members entitled to receive the final dividend for FY 2023-24. The final dividend, if declared by the shareholders at the ensuing AGM, shall be paid on or before October 22, 2024.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

SHARE CAPITAL

During the period under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company. As on March 31, 2024, the authorised share capital of the Company is Rs. 6,00,00,000/-divided into 60,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs. 5,57,59,920/- divided into 55,75,992 equity shares of Rs.10/- each.

Subsequent to the period under review, following are the details of the changes in the capital structure of the Company, as approved by the Board of Directors which are subject to the approval of the shareholders at the ensuing AGM.

Sub-division of Existing Equity Shares of the Company

The Board of Directors at their meeting held on August 1, 2024, has approved the sub-division of the existing One (1) Equity Share of face value of Rs. 10/- each, fully paid-up, into Five (5) Equity Shares of face value of Rs. 2/- each, fully paid-up, ranking pari-passu in all respects, subject to the approval of shareholders of the Company at the ensuing AGM.

Further, pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the “Record date” for determining the equity shareholders entitled for the sub-division of equity shares has been fixed as October 25, 2024.

Increase in Authorised Share capital

The Board of Directors at their meeting held on August 1, 2024 has also approved increase in the Authorised Share Capital of the Company from Rs. 6,00,00,000/- (i.e., 60,00,000 equity shares of Rs. 10/- each) to Rs. 15,00,00,000/- (i.e., 7,50,00,000 equity shares of Rs. 2/- each), subject to the approval of shareholders of the Company at the ensuing AGM.

Alteration in the Capital Clause of Memorandum of Association (MOA)

In view of the above sub-division and increase in the authorised share capital which is subject to the approval of shareholders of the Company at the ensuing AGM, the Board of Directors at their meeting held on August 1, 2024, has approved the alteration to the existing Capital Clause i.e., Clause V of Memorandum of Association (MOA) of the Company as below: “The Authorised Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 7,50,00,000 (Seven Crores Fifty Lakhs only) Equity Shares of Rs. 2/- (Rupees Two only) each.”

TRANSFER OF UNCLAIMED DIVIDEND & UNDERLYING SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Section 124(5) of the Companies Act, 2013 (“Act”), dividend which remained unclaimed for a period of seven years from the date of transfer to unpaid dividend account are required to be credited to Investor Education and Protection Fund (IEPF) Account.

Further, in accordance with Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the ‘IEPF Rules'), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred by the Company to the IEPF, within 30 days of such shares becoming due for transfer.

During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/ unclaimed dividends to the IEPF. Details of the unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority are available on the Company's website at www.poel.in.

In line with the above provisions, the details of the unclaimed dividend and the underlying shares which has been transferred to the IEPF Account by the Company are as follows:

In accordance with the provisions of Rule 6 of the IEPF Rules, any dividend declared by the Company, pertaining to the shares which are lying in the IEPF Account, is also required to be credited to the demat account of the IEPF Authorities. In line with the aforesaid provisions, the Company had credited the dividend for the financial year 2022-23 amounting to Rs. 34,906/- (Rupees Thirty Four Thousand Nine Hundred and Six only) pertaining to the unclaimed shares lying in the IEPF Account in October, 2023.

Further, the shareholders can claim such unpaid dividends and the corresponding shares transferred to IEPF, by following the procedure prescribed in the IEPF Rules. The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

The details of the unclaimed dividend which are due for transfer to the IEPF in accordance with Section 124 of the Act, are as follows:

Members who are yet to claim their dividend amount, may write to the Company or to the Company's Registrar and Share Transfer Agent - M/s. Cameo Corporate Services Limited.

The details of unclaimed dividend and the shares which are transferred to IEPF are available on the website of the Company.

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 and the date of this report.

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company is neither a Holding Company nor a Subsidiary of any other Company as on March 31, 2024. The Company has no Associate Company or Joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013.

DIRECTORS

As on March 31, 2024, the Board was constituted with ten Directors comprising of four Independent Directors, five Executive Directors and one Non-Executive Director.

Details of changes in the Directorship during the FY 2023-24 a) In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Bansal (DIN: 00232617), Managing Director and Mr. Venkatraman Yerra Milli (DIN: 00232762), Whole-time Director, who were longest in the office, retired by rotation at the AGM held on September 20, 2023 and being eligible, offered themselves for re-appointment. Their appointment was confirmed by the shareholders in the aforementioned AGM. b) Pursuant to the shareholders approval by way of special resolutions passed at the AGM held on September 20, 2023, Mr. Devakar Bansal (DIN: 00232565), Managing Director, Mr. Sunil Kumar Bansal, (DIN: 00232617) Managing Director, and Mr. Venkatraman Yerra Milli (DIN: 00232762), Whole time Director were re-appointed for a period of three (3) years with effect from April 1, 2024 till March 31, 2027 and Mr. Harsh Bansal (DIN: 08139235), Whole-time Director and Mr. Amber Bansal (DIN: 08139234) Whole-time Director were also re-appointed for a period of three (3) years effective from June 1, 2024 till May 31, 2027.

Details of changes in the Directorship after the FY 2023-24 a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Padam Chandra Bansal (DIN: 00232863), Director and Mr. Harsh Bansal (DIN: 08139235), Whole-time Director, who have been longest in the office, will retire by rotation at the ensuing AGM and being eligible, offers themselves for re-appointment.

The Board, pursuant to the recommendation of the Nomination & Remuneration Committee, recommends their re-appointment to the shareholders of the Company. b) Based on the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on August 1, 2024, has appointed Mrs. Indu Bala (DIN: 10709651) and Dr. Ramachandran Balachandran (DIN: 01648200), as Additional Directors in Independent capacity on the Board of the Company, to hold office for their first term of five years, effective from August 1, 2024 till July 31, 2029 and their office shall not be liable to retirement by rotation. The Board recommends their appointment as Independent Directors on the Board of the Company, subject to the approval of the shareholders by way of special resolutions at the ensuing AGM of the Company.

Details of Directorship as on the date of this report

As on the date of this report, the Board is constituted with twelve Directors comprising of six Independent Directors, five Executive Directors and one Non-Executive Director. The details of the same are as follows:

INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME

In terms of the provisions of Section 149 of the Companies Act, 2013, as amended (‘Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations'), the Independent Directors on the Board of your Company as on the date of this report are Mr. Harish Kumar Lohia, Mrs. Indra Somani, Mr. Shyam Sunder Tikmani, Mr. Jyoti Kumar Chowdhry, Mrs. Indu Bala and Dr. Ramachandran Balachandran.

The Independent Directors have submitted their declaration of independence, as required under Section 149(7) of the Act stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') and have qualified the online proficiency self-assessment test or shall qualify the same within a period of two years from the date of inclusion of his/her name in the data bank or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

Further, the Independent Directors have also confirmed that:

They have complied with the Code of Independent Directors as prescribed in Schedule IV to the Act; They have complied with POEL Code of Conduct for Board Members and Senior Management; They are not disqualified to act as an Independent Director; That they are not debarred or disqualified to act as Director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

The Board is of the opinion that the Independent Directors of the company are persons of high repute, integrity & possess the relevant expertise & experience in their respective fields.

In compliance with Regulation 25 of the SEBI Listing Regulations, the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarization programme during the financial year 2023 24 are available on the website of the Company at http://poel.in/investors.html#invstr under the head ‘Policies'.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 2(51) and 203 of the Companies Act, 2013 and the SEBI Listing Regulations:

There were no changes in the office of Key Managerial Personnels during the period under review.

The tenure of Mr. Amber Bansal, as the Chief Financial officer of the company expired with effect from the closing hours of May 31, 2024. Pursuant to the recommendation of the Audit Committee and the Nomination and Remuneration Committee, Mr. Amber Bansal was re-appointed as the Chief Financial Officer and the Key Managerial Personnel of the Company with effect from June 01, 2024.

MEETINGS OF THE BOARD

The Board of Directors met 4 (four) times during the financial year 2023-24. The details of the Board Meetings with regard to their dates and attendance of each Director thereat have been provided in the Corporate Governance Report forming part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

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, read with para 9 of the revised Secretarial Standards on Board Meetings.

BOARD COMMITTEES

In compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has in place the following Committees constituted by the Board (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders' Relationship Committee Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Report on Corporate Governance, which is annexed to this report. Details of the constitution of these Committees are also available on the website of the Company at www.poel.in.

Further, during the period under review, the Board at its meeting held on August 11, 2023, had dissolved the Share Transfer Committee with effect from the closing hours of August 11, 2023 and the functions & duties of the said committee were delegated to Mr. Aashish Kumar K Jain, Company Secretary and Compliance Officer of the Company. A summary of approved transmissions, dematerialisation of shares, etc. is placed before the Board of Directors from time to time as per the SEBI Listing Regulations.

RECOMMENDATIONS OF THE COMMITTEES

During the year under review, all the recommendations made by the Audit Committee, Nomination and Remuneration Committee and the Stakeholders' Relationship Committee were accepted by the Board.

REMUNERATION POLICY OF THE COMPANY

In compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors, thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is available on the website of the Company at http://poel.in/pdf/Remuneration%20Policy.pdf.

The salient features of the policy are as under:

1. Setting out the objectives of the policy.

2. Qualification of Directors including Independent Directors.

3. Positive attributes of Directors including Independent Directors.

4. Criteria for appointment of KMP and personnel at senior management.

5. Remuneration of Executive Directors, Non-Executive Directors, KMP and other employees.

There has been no change in the policy during the year.

BOARD EVALUATION

The Board of Directors of the Company has established a framework for the evaluation of its own performance, its committees and individual Directors of the Company in consultation with the Nomination & Remuneration Committee. The Board has set out the criteria covering the evaluation of the Chairman, Executive Directors, Non-Executive Directors and Independent Directors on the basis of which the evaluation is being carried out on an annual basis in terms of provisions of the Companies Act, 2013 and the SEBI Listing Regulations. During the year under review, the Board of Directors, at its meeting held on February 6, 2024 have carried out the evaluation of its own performance, committees and Directors of the Company. The Independent Directors in their separate meeting held on even date have also evaluated the performance of the Chairman and Non-Independent Director(s) of the Company in accordance with the framework approved by the Board. Details of performance evaluation of the Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in Corporate Governance Report. The Directors have expressed their satisfaction with the evaluation process and its results.

AUDITORS' AND AUDITOR'S REPORT Statutory Auditors

In compliance with the provisions of the Companies Act, 2013, read with rules framed thereunder, M/s. Darpan & Associates, Chartered Accountants, Chennai (having Firm Registration Number: 016156S) has been appointed as the Statutory Auditors of the Company at 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting to be held in the calendar year 2025. M/s. Darpan & Associates, Chartered Accountants, Chennai, continues to be the Chartered Accountants of the Company for the period under review. There were no qualification, reservation or adverse remark in the Auditor's Report for the financial year ended March 31, 2024.

Internal Auditors

The Board of Directors has appointed M/s. CNGSN & Associates LLP (having Firm Registration Number: 004915S/S200036), Chartered Accountants as the Internal Auditor of the Company, for the Financial Year 2023-24 in terms of provisions of Section 138 of the Companies Act, 2013. The internal audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the report of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

Cost Auditor

Your Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, read with rules made thereunder. Accordingly, the Company has maintained the cost records for the production of the said products in compliance with the provisions of the Act.

Mr. K. R. Vivekanandan, Cost Accountant (having Firm Registration Number: 102179) has been appointed as the Cost Auditor of the Company for the year 2023-24 for conducting audit of the cost accounts maintained by the Company.

As per the provisions of Section 148 of the Companies Act, 2013, the remuneration of the Cost Auditors is required to be ratified by the shareholders of the Company. A resolution seeking members' ratification for the remuneration payable to the Cost Auditor shall be placed before the shareholders for their approval at the ensuing Annual General Meeting.

In respect of the cost audit for the year 2023-24, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board of Directors has appointed Mrs. Deepa V Ramani, Practicing Company Secretary as the Secretarial Auditor for the Financial Year 2023-24 in terms of provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report for the financial year 2023-24 in the prescribed Form MR-3 is enclosed as Annexure - I to this report.

In connection with the observation made in the Secretarial Audit Report, though not in the nature of qualification, the management herewith provides the following clarification: Certificate under Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with the Stock Exchange within the prescribed time of thirty days, whereas the same was inadvertently not filed simultaneously.

Apart from the above observation, the Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comments of the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. During the year under review, such controls were tested and no material weakness in the design or operations were observed.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor or Secretarial Auditor have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT

A robust and integrated risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed by the Audit Committee and the management's actions to mitigate the risk exposure are assessed. The Risk Management Policy can be viewed on the website of the Company at http://poel.in/pdf/POEL%20Policy%20on%20Risk%20Management.pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and in line with the best governance practices. The Company is having an established and effective Vigil Mechanism in place through the Whistle Blower Policy as approved and adopted by the Board of Directors, for the Directors and employees in accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about serious irregularities, unethical behavior, actual or suspected fraud within the Company. The mechanism has been appropriately communicated within the organization. Any incidents that are reported are investigated and suitable action is taken in line with the Company's Whistle Blower Policy. The details of the policy have been disclosed in the Corporate Governance Report. The Whistle Blower Policy provides a framework to promote responsible whistle blowing by employees. Further, it is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit Committee.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTIES AND SECURITIES

In compliance with the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has made an Investment in Mutual Fund during the period under review. The said investment is made for the purpose of providing margin against the positions taken with Multi Commodity Exchange. The particulars of the investment made are given in Note No. 11 of the financial statements.

Apart from the above investment, the Company has not given any loans or has made any other investments or provided any security during the period under review. The Company has not given any guarantees other than bank guarantees in the normal course of business to meet contractual obligations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, a Company meeting the applicability threshold, needs to spend at least 2% of its average net profits for the immediately preceding three financial years on CSR activities.

During the financial year 2023-24, the Company has undertaken CSR activities in the areas of eradicating hunger, poverty and malnutrition, promoting health care, promoting education, providing provisions to the needy people who were affected due to the aftermath of the Cyclone - Michaung in Tamil Nadu. The Company has spent Rs. 9,14,000/- on CSR activities, which was slightly below the statutory minimum for FY 2023-24. The unspent CSR amount arose due to the delay in spending by the Trust (registered for undertaking CSR activities) to which the Company has provided funds from its CSR obligation. The Company has transferred the unspent CSR amount of Rs. 29,977/- to the Prime Minister's National Relief Fund, a fund specified under Schedule VII in compliance with Section 135 of the Companies Act, 2013 within the prescribed time. The Chief Financial Officer of the Company has also certified that the funds disbursed have been utilised for the purpose and in a manner approved by the Board and in accordance with the Annual Action Plan for the financial year 2023-24.

Further, in accordance with the provisions of Section 135(9) of the Companies Act, 2013, as the amount to be spent for CSR activities during the period under review, did not exceed Rupees Fifty Lakhs, there was no requirement for constitution of the CSR Committee and the functions of such Committee were duly discharged by the Board of Directors.

The Company has in place a CSR Policy framed in accordance with the requirements of Section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Policy is available on the website of the Company at https://poel.in/pdf/investors-desk/policies/POEL-Corporate-Social-Responsibiltiy-Policy.pdf Further, the CSR Annual Action Plan of the Company for the financial years 2023-24 and 2024-25 is available on the Company's website at www.poel.in.

POEL's CSR initiatives and activities are aligned to the requirements of the Section 135 of the Act and its CSR Policy. The detailed Annual Report on CSR activities pursuant to the provisions of Section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure-II.

ANNUAL RETURN

In terms of the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return for the financial year 2023 24 can be viewed on the website of the Company at http://poel.in/ investors.html#invstr under the head ‘Annual General Meeting'.

TRANSACTIONS WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties during the period under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms' length basis. There were no material contracts/ arrangements/ transactions with related parties which may have potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and which cannot be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Committee.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note No. 46 of the Financial Statements. Further, the information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is given as Annexure - III to this report.

In accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has a policy on Related Party Transactions (RPT) uploaded on the website and can be accessed at https://poel.in/pdf/POEL%20Policy%20on%20Related%20Party%20Transactions(01-04-2022).pdf

PARTICULARS OF EMPLOYEES

Disclosures pertaining 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 is given as Annexure IV to this report. Disclosures pertaining to the particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary at the registered office and the same will be furnished on request.

CORPORATE GOVERNANCE

In order to maximize the shareholders' value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established corporate governance practices besides strictly complying with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable provisions of Companies Act, 2013 and other applicable laws.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance and certified the compliance, as required under SEBI Listing Regulations and the same forms part of Corporate Governance Report.

In terms of Schedule V to SEBI Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is annexed and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's operations in terms of operational and financial performance, manufacturing activities, business outlook, risks and areas of concerns forms part of the Management Discussion and Analysis, a separate section of this report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Details as required under proviso to Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, as amended, relating to monies accepted from Directors during the year are furnished under the head “related party transactions” in Note No. 46 of the financial statements.

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

(i) Conservation of Energy

Steps taken on conservation of energy:

POEL understands the significance of conservation of energy not only as a method of cost reduction but also because of its global impact. The Company has taken the following steps for conserving the energy: Auto-shutting down of systems when not in use Utilisation of lights and air conditioners only when required Minimal usage of AC's and lights during weekend Use of fans, post office hours to reduce the power consumption Replacement with LED lights to reduce lighting power consumption

Steps taken for utilizing alternate source of energy and capital investment made: NIL

(ii) Research & Development and Technology Absorption

During the year under review, the Company continued to improve the quality of products through its normal research and development system. The Company has not acquired any imported or indigenous technology. No expenditure was incurred on Research & Development.

(iii) Foreign Exchange Earnings and Outgo

(a) Foreign Exchange Earnings - Rs. 21,592.42 Lakhs (Rs. 20,643.95 Lakhs)

(b) Foreign Exchange Outgo - Rs. 70,274.58 Lakhs (Rs. 56,858.81 Lakhs)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the regulators, courts, or tribunals, which influences the going concern status and future operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Pursuant to Para 10(l) of Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures with respect to complaints received and disposed off during the year has been provided in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Board of Directors, state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have 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 as at March 31, 2024 and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern' basis;

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

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

Based on the framework of internal financial controls maintained by the Company, work performed by the internal and statutory auditors including audit of internal financial controls over financial reporting by the statutory auditors, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during financial year 2023-24.

OTHER CONFIRMATIONS

Your Directors confirm that:

(i) During the year under review, there was no change in the nature of business of the Company; (ii) There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review;

(iii) There are no instances of one time settlement with any Bank or Financial Institutions.

(iv) The Company's securities were not suspended from trading during the year under review.

AWARD AND RECOGNITIONS

Your Company was awarded as the “Star Performer in Non-Ferrous Metals” by EEPC INDIA in recognition of outstanding export performance for the year 2019-20 under Medium Enterprise category and for the year 2020-21 under Small Enterprise category. As a testament to this exceptional achievement, the Company has been bestowed with prestigious trophies at the 44^th & 45^th EEPC India Southern Region Export Award Ceremonies. These awards serve as a powerful endorsement of our company's export excellence.

GRATITUDE & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the value of contributions rendered by every member of the POEL family at all levels in order to improve the performance of the Company.

For POCL Enterprises Limited