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FINANCIAL PERFORMANCE

Revenue from Operations for the financial year 2022 -23 was Rs. 874 Crores as against Rs. 497 Crores in the previous year. The Company has achieved a tremenduous growth in the Metallic Oxides and Metal segment. This has resulted in growth of 75.63% in revenue from operations during the year ended March 31, 2023, vis-a-vis the previous year.

The export sales for the year 2022-23 was Rs.184 Crores as against Rs. 199 Crores in the previous year signifying the demand for the Company's product internationally.

The Operating Profit (EBIDTA) for the year stood at Rs. 2,917.57 Lakhs as against Rs.1,168.79 Lakhs in the previous financial year. The operating margin of the Company has increased to 3.34% in the current year as against 2.35% in the previous year.

The profitability for the year has also improved from Rs. 319.50 Lakhs in the previous year to Rs.1,716.65 Lakhs in the current financial year.

The earnings per share for the year ended March 31, 2023 was Rs.23.12/-. The net worth of the company as at March 31, 2023 was Rs. 5,153.92 Lakhs.

DIVIDEND

Based on the Company's performance, your Directors are pleased to recommend a final dividend of Rs. 2/- per equity share of Rs.10/- each (20%) for the year ended March 31, 2023 out of the current year's profits. The proposed final dividend payout will amount to Rs. 1,11,51,984/- . The payment of the final dividend is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”).

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The record date for the purpose of payment of final dividend for the FY 2022-23 is September 13, 2023. 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

The Company has made no transfers to reserves during the Financial Year 2022 23.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

As per 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 IEPF Account.

Pursuant to the above, the Unclaimed Dividend amount pertaining to the FY 2014-15 aggregating to Rs. 89,280/- (Rupees Eighty Nine Thousand Two Hundred and Eighty only) was transferred to the Investor Education and Protection Fund (IEPF) Account by the Company in October, 2022.

Further, pursuant to Section 124 of the Companies Act, 2013, the details of the unclaimed dividend due for transfer to the Investor Education and Protection Fund (IEPF) 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 for the said years are also available on the Company's website.

Further, the shareholders can claim such unpaid dividends transferred to IEPF, by following the procedure prescribed in the IEPF Rules.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 124(6) of Companies Act, 2013 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 be transferred by the Company to the IEPF, within 30 days of such shares becoming due for transfer.

Accordingly, the Company has also sent intimation to all the shareholders, whose dividend from the year 2015-16 has remained unclaimed, requesting them to claim the amount of unpaid dividend on or before September 30, 2023, after which the Company will proceed to transfer the related shares to the demat account of IEPF. The Company also publishes, on an annual basis, a notice in the newspapers intimating the members regarding the said transfer.

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

During the year under review, the Company transferred 17,453 Equity Shares of face value of Rs. 10/- each relating to 95 shareholders, to the demat Account of the IEPF Authority held with NSDL/CDSL in the month of November, 2022. Details of such shareholders, whose shares are transferred to IEPF are available on the website of the Company.

Further, the shareholders can claim such underlying shares transferred to IEPF, by following the procedure prescribed in the IEPF Rules.

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 at March 31, 2023. The Company has no Associate Company or Joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013.

DIRECTORS

Your Board is currently 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 2022-23

a) In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devakar Bansal (DIN : 00232565), Managing Director and Mr. Amber Bansal (DIN : 08139234), Whole-time Director, who were longest in the office, retired by rotation at the Annual General Meeting (AGM) held on September 29, 2022 and being eligible, offered themselves for reappointment. Their appointment was confirmed by the shareholders in the above Annual General Meeting. b) Pursuant to the shareholders approval by way of a special resolution passed in the Annual General Meeting (AGM) held on September 29, 2022, Mr. Shyam Sunder Tikmani (DIN: 01581127), was appointed as an Independent Director for the first term of five years with effect from December 29, 2021 till December 28, 2026. c) In the same Annual General Meeting, the approval of the shareholders was sought by way of a special resolution for the re-appointment of Mr. Jyoti Kumar Chowdhry (DIN : 02016718) as an Independent Director for the second term of five years effective from June 1, 2023 till May 31, 2028.

The same was also approved by the members at the Annual General Meeting (AGM).

Details of changes in the Directorship after the FY 2022-23 a) In terms 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 have been longest in the office, will retire by rotation at the ensuing 35^th Annual General Meeting 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) The tenure of 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 of the Company, expires on 31.03.2024. The Board, pursuant to the recommendation of the Nomination & Remuneration Committee, proposes their re-appointment at the ensuing Annual General Meeting, for a further period of three years i.e., with effect from April 1, 2024 till March 31, 2027, subjecting their office liable to retirement by rotation. c) The tenure of Mr. Harsh Bansal (DIN: 08139235) and Mr. Amber Bansal (DIN: 08139234), Whole-time Directors of the Company, expires on 31.05.2024. The Board, pursuant to the recommendation of the Nomination & Remuneration Committee, proposes their re-appointment at the ensuing Annual General Meeting, for a further period of three years i.e., with effect from June 1, 2024 till May 31, 2027, subjecting their office liable to retirement by rotation.

Details of Directorship as on the date of this report

The following are the Directors of the Company as on the date of this report:

INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME

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, as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations). In terms of Regulation 25(8) of SEBI Listing Regulations, they 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') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification 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.

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 2022 23 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 203 of the Companies Act, 2013 and the SEBI Listing Regulations:

MEETINGS OF THE BOARD

The Board of Directors met 5 (five) times during the financial year 2022-23. 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. 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 constituted various committees of the Board. 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 is also available on the website of the Company at www.poel.in.

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:

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

RECOMMENDATION OF THE AUDIT COMMITTEE

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

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 13, 2023 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.

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. During the year, such controls were tested and no material weakness in the design or operations were observed.

STATUTORY AUDITOR AND AUDIT REPORT

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, 2023.

INTERNAL AUDIT

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 2022-23 in terms of provisions of Section 138 of the Companies Act, 2013 in the Board Meeting held on November 14, 2022. 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 AUDIT

Your Company is engaged in the production of inorganic chemicals and base metals. The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with rules made thereunder. Accordingly, the Company has maintained the cost records for the production of the above said products in compliance with the provisions of the said 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 2022-23 for conducting audit of the cost accounts maintained by the Company in respect of inorganic chemicals and base metals.

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 2022-23, the Cost Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors has appointed Mrs. Deepa V Ramani, Practicing Company Secretary as the Secretarial Auditor for the Financial Year 2022-23 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year 2022 - 23 in the prescribed Form MR-3 is enclosed as Annexure - I to this report.

In connection with the observations made in the Secretarial Audit Report, though not in the nature of qualifications, the management herewith provides the following clarifications: There was a minor delay in disclosure of public notice about transfer of equity shares to Investor Education and Protection Fund advertised on 23.07.2022 which was intimated to the stock exchange on 26.07.2022.

There was a delay of four days in intimating the loss of share certificate to the stock exchange due to non-availability of the concerned officals.

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 30 days, whereas the same was not filed simultaneously inadventently.

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

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 is having an established and effective Vigil Mechanism in place for the Directors and the 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 details of the policy have been disclosed in the Corporate Governance Report. The mechanism has been appropriately communicated within the organization. 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, INVESTMENT, GUARANTEE AND SECURITY U/S 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or made any investment or provided any security during the financial year 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)

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) were not applicable to the Company during the Financial Year 2022-23. However, for the year 2023-24, the provisions of CSR are applicable to the Company and the Board of Directors of the Company are in the process of identifying the eligible activities for the Corporate Social Responsibility.

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 2022 23 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 - II 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 http://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 III 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 the 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.

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. 20,643.95 Lakhs (Rs. 21,196.82 Lakhs) (b) Foreign Exchange Outgo - Rs. 56,858.81 Lakhs (Rs. 32,916.46 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, 2023, 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, 2023 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 2022-23.

OTHER CONFIRMATIONS

Your Directors confirms 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.

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.

To,

The Members, POCL Enterprises Limited CIN: L52599TN1988PLC015731 Willingdon Crescent, 1st Floor, No.6/2, Pycrofts Garden Road, Nungambakkam, Chennai-600006 Tamil Nadu

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by POCL Enterprises Limited (CIN: L52599TN1988PLC015731) (hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of POCL Enterprises Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by POCL Enterprises Limited (the Company) for the financial year ended on 31^st March, 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018¹; d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021²; e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021³; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009⁴; and h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018⁵; (vi) Following other laws applicable specifically to the company: a) Air (Prevention & Control of Pollution) Act, 1981 and The Air (Prevention & Control of Pollution) Rules, 1982 b) Water (Prevention and Control of Pollution) Act, 1974 and The Water (Prevention and Control of Pollution) Rules, 1974. c) The Environment (Protection) Act, 1986 and The Environment (Protection) Rules, 1986 d) Hazardous and other Wastes (Management and Tran boundary Movement) Rules, 2016 e) The Factories Act, 1948 & respective state Factories Rules f) Industrial Disputes Act, 1947 g) The Legal Metrology Act, 2009 and the rules made thereunder.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Uniform Listing Agreement entered into by the Company with BSE Limited pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above subject to the following observations:

There was a delay of two days in disclosure of public notice advertised on 23.07.2022 (Regulation 30 read along with Schedule III) Delay of four days in intimation to stock exchange regarding loss of share certificate (Regulation 39(3)) Certificate under regulation 40(9) issued within 30 days from the end of the financial year and filing thereof to stock exchange was also within 30 days from the end of the financial year but considered as delayed by four days, as per regulation 40(10), from the date of issue of the said certificate.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors for the year under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent, at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views, wherever there is any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no events/actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. This Report is to be read along with Annexure A of even date which forms integral part of this Report.

To, The Members, POCL Enterprises Limited Willingdon Crescent, 1st Floor, No.6/2, Pycrofts Garden Road, Nungambakkam, Chennai- 600006 Tamil Nadu

My secretarial audit report of even date is to be read along with this letter.

a. Maintenance of secretarial and other records is the responsibility of the management of the Company.

My responsibility is to express an opinion on the relevant records based on my audit.

b. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the relevant records and compliances. The verification was done on test basis to verify that correct facts are reflected in secretarial and other relevant records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

c. I have not verified the correctness and appropriateness of financial, cost and tax records and books of accounts of the Company.

d. Wherever required, I have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

e. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of the procedures on test/sample basis.

f. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm's length basis

2. Details of material contracts or arrangements or transactions at arm's length basis

For POCL Enterprises Limited

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Other directors are paid sitting fees, details of which are mentioned in the corporate governance report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report is open for inspection by the members at the registered office of the Company.

None of the employee was in receipt of remuneration in excess of the ceiling prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

For POCL Enterprises Limited