Your Board of Directors are pleased to present the 65^th Integrated Report on business and operations of the Company along
with the Audited Financial Statements of your Company for the financial year ended 31 March, 2026.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31 March, 2026, 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:

• 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.

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

PERFORMANCE OVERVIEW

Financial Year 2025-26 was a year in which your Company
demonstrated the resilience of its business model and the
strength of its customer franchise. The operating backdrop
was among the most demanding the carbon black industry
has faced in recent years: global benchmark spreads
softened as the industry absorbed surplus capacity, the
domestic market carried excess capacity through much of
the year, and the escalation of the West Asia conflict from
February 2026 triggered a steep increase in feedstock,
ocean-freight and packing costs. Brent crude, to which the
Company's principal raw material is directly linked, moved
from around US $60 per barrel in early January 2026 to
above US $100 per barrel by the end of March 2026.

Against this backdrop, the Company delivered record
carbon black volumes, all-time-high power generation,
commissioned major new capacity and materially
strengthened its balance sheet - all while maintaining
uninterrupted supply to every customer. The impact of
the year was confined to per-unit realisations and margins,
much of it timing-related: a significant share of volumes
flows through formula-based contracts with tyre majors
that carry an inherent quarter-lag, so the cost pass¬
through, though under way, could not fully catch up within
the year. Volumes at record levels, the franchise intact, and
a temporary, largely recoverable margin compression - that
is the central theme running through the commentary
below.

Standalone Basis

Your Company recorded an EBITDA of ' 753 Crores in
FY 2025-26, compared to ' 1,039 Crores in the previous year,
while Profit After Tax (PAT) stood at ' 236 Crores, as against
' 451 Crores in FY 2024-25.

Importantly, this movement was almost entirely margin-
driven rather than volume-driven. The Company
maintained throughput and customer supply without
interruption through softer global spreads, surplus
domestic capacity, the impact of US tariffs and the cost
shock of the West Asia conflict - a clear demonstration
of operational dependability under pressure. The steeper
movement at the PAT level reflects the operating-leverage
effect of lower margins against a largely fixed base of
depreciation and finance costs; the same leverage will work
equally in the Company's favour as margins normalise and
the pass-through completes.

Carbon Black

The Carbon Black segment reported EBIT of ' 678 Crores
in FY 2025-26, compared to ' 990 Crores in FY 2024-25. The
demand story of the year was unambiguously positive:
volumes grew to a record level, confirming the strength
of customer relationships and product acceptance. The
moderation in EBIT was a pricing-and-margin event, not a
demand event, shaped by three external factors.

US tariff environment - a headwind turned into an
opportunity. Tariff measures in the United States weighed
on export realisations and margins for part of the year.
The Company remained closely engaged with its US
customers throughout, protecting relationships and
supply continuity. With the subsequent rationalisation of
US tariffs, the cost competitiveness of Indian carbon black
in this large and underserved market has been restored;
customer traction has been building since, and the US
market now offers meaningful export headroom entering
FY 2026-27.

Domestic capacity absorption - Excess capacity in the
domestic market restrained pricing for much of the
year. The Company responded by protecting share and
deepening customer engagement, positioning itself
to benefit fully as this capacity is absorbed by growing
demand. Early indicators suggest capacity utilization is
steadily gaining momentum.

West Asia cost escalation- navigated without disruption.

With approximately 75-80% of raw material sourced from
the US Gulf Coast and around 40% of sales exported, the
conflict from February 2026 drove a material increase in
feedstock, freight and packing costs, with vessel rerouting
via the Cape of Good Hope adding at least 14 days to transit
time. The Company's supply chain proved a genuine
competitive strength: shipments were proactively rerouted
and every customer commitment was honoured. Given

the inherent quarter-lag in formula-based tyre contracts,
a portion of the higher input cost could not be recovered
through pricing within FY 2025-26 and will flow through in
the following year.

Across the carbon black business, volumes grew to a record
level while EBITDA per tonne held at about ' 14939 despite
the severity of the spread compression and conflict-driven
cost inflation - a resilience that reflects the growing value-
added component of the product mix. The inventory
adjustment undertaken by international customers earlier
in the year stabilised in the latter part of the period, setting
up a healthier demand environment entering FY 2026-27.

Power

The Power segment delivered robust performance across
key operational and financial metrics in FY 2025-26. Net
external revenue (excluding inter-segment sales) rose to
216 crore, making an increase of 34 Crore compared to
182 crore in FY 2024-25. This growth was driven by higher
power generation and improved tariff realization achieved
through strategic bilateral contracts.

Power generation reached an all time high of 839 million
units (MU), registering a 13.4% YoY growth. This milestone
was supported by higher carbon black production and
enhanced power generation operational efficiency.

External sales volume grew by approximately 17.2%,
while realization improved by 9.84% to Rs. 4.24 per unit.
Performance was further strengthened by a deliberate
shift towards bilateral contracts, which accounted for
43% of merchant sales compared to 31% in the prior year.
These bilateral arrangements provide enhanced revenue
predictably and mitigate exposure to merchant exchange
volatility, driving long-term earnings stability.

PCBL (TN) Limited - Performance Summary

FY 2025-26 was a landmark year for the Tamil Nadu
operation. The 90,000 MTPA brownfield expansion of
rubber carbon black was completed during the fourth
quarter, taking the Group's total installed carbon black
capacity to 880,000 MTPA - a major milestone on the path
to 1 million MTPA.

The subsidiary, PCBL (TN) Limited, sold 122069 MT of Carbon
Black during FY 2025-26, with revenue from operations
(excluding inter-segment revenue) of ' 1214 Crores and
EBITDA of ' 172 Crores. Output built steadily through the
year, with the facility delivering approximately 38298 KT
in the fourth quarter alone, and the entity contributed
meaningfully to consolidated carbon black volumes and

earnings. As a newly scaled facility, it carried the ramp-
up effects and fixed-cost-absorption burden natural to
this stage of its life; as utilisation builds towards mature
levels, this represents a clear source of earnings upside for
the Group.

Consolidated Basis

On a consolidated level, the Group reported EBITDA of
' 1082 Crores in FY 2025-26, compared to ' 1384 Crores
in the previous year, and PAT of ' 198 Crores, as against
' 435 Crores in FY 2024-25. Consolidated revenue from
operations was ' 8,189 Crores, against ' 8,404 Crores in
FY 2024-25 - a decline of just 2.56% in a year of significant
global turbulence, underlining the stability of the top line.

The operating performance beneath these numbers was
robust. Carbon black volumes across the business grew
about 3.81% to a record 618956 MT, and this was entirely a
margin event rather than a demand event.

The movement at the PAT level reflects factors that
are largely transitional or optical rather than structural.
Depreciation and amortisation rose to ' 373 Crores
(FY 2024-25: ' 346 Crores) following the commissioning of
new capacity - an investment in future earnings. Also, an
exceptional charge of ' 25 Crores was recognised for the
statutory impact of the new Labour Codes. Encouragingly,
finance costs reduced to ' 423 Crores (FY 2024-25: ' 461
Crores), reflecting disciplined debt repayment, and will
continue to support earnings as deleveraging progresses.

Specialty & Solutions (Aquapharm)

The Specialty & Solutions business delivered a resilient
outcome in a testing external environment, holding
revenue broadly stable at ' 1,443 Crores with EBITDA of
' 162 Crores on volume of 94,445 MT. Growth engines
within the portfolio performed strongly: Home Care
volumes grew 11.1 % and application-specific solutions
grew 17.6 %, more than validating the strategic thrust
towards differentiated products. Water Solutions declined
11.9% and Oil & Gas fell 19.5% on lower US rig counts and frac
spreads - cyclical end-market effects rather than any loss
of competitive position.

From the fourth quarter, the West Asia conflict raised key
raw-material prices - Yellow Phosphorous, Acrylic Acid and
Maleic Acid by 48% - alongside packing material costs
(up around 5% times) and LPG costs (up 63%). Together
with a step-up in depreciation following the capacity
expansion from 2,47,547 TPA to 2,56,747 MTPA tonnes, this
resulted in a loss of approximately ' 105 Crores (prior year:
' 98 Crores). The expanded capacity, however, is now in

place ahead of demand, and with commercial supplies
of green chelates having commenced to global FMCG
majors, the business is well positioned for a strong recovery
as input costs normalise.

Balance Sheet and Cash Flow

The year's most emphatic achievement was on the
balance sheet. Cash generation remained strong
throughout and was deployed with discipline on every
front simultaneously: the Group reduced net borrowings
by ' 454 Crores to ' 4,537 Crores and funded ' 727 Crores of
capital expenditure. Working capital was further tightened,
releasing approximately ' 447 Crores of cash, and ' 336
Crores of share-warrant proceeds further strengthened
equity.

Your Company thus expanded capacity, deleveraged and
sustained shareholder returns at the same time, preserving
a conservative capital structure through a demanding
year - and enters FY 2026-27 with record volumes,
enlarged capacity, a stronger balance sheet and improving
momentum, well placed to capture the recovery as cost
pass-through completes and spreads normalise.

A detailed review of the operations of your Company for
the financial year ended 31 March 2026 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 17 October, 2025 had declared an Interim Dividend
@ 600 %, i.e. '6.00 /- per equity share on the face value
of Re. 1/- per equity share, for the financial year ended
31 March, 2026. The said Interim Dividend was paid on or
before 10 November, 2025. The dividend recommendation
is in accordance with the Dividend Distribution Policy of
your Company which is annexed hereto and forms part
of an Integrated 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

During FY 2025-26, standalone Carbon Black production
stood at 4,95,563 MT, compared to 4,96,944 MT in
FY 2024-25. In addition, the Company's subsidiary, PCBL
(TN) Limited, produced 1,23,895 MT of Carbon Black during

the year. Our strategic focus remains on enhancing
production of value-added products in the performance
and specialty chemical segment, which deliver higher
contribution margins.

As part of our commitment to sustainability, we continue
to drive initiatives aimed at reducing water and power
consumption. Efforts are also directed towards cost
optimization through efficient inventory and spare
management, while reliability is being strengthened
via preventive compliance measures, condition-based
monitoring, and periodic reviews of SOPs.

In FY 2025-26, we successfully commissioned an additional
90,000 MTPA capacity at our Chennai Plant (TN) through
brownfield expansion in the Rubber Black segment.
Further brownfield expansion is underway at our Mundra
Plant to increase capacity in the Specialty Black segment.

With strategically located plants across India, the Company
is well-positioned to serve customers both domestically
and globally. Proximity to major seaports provides a
significant advantage by reducing logistics costs and
improving supply chain efficiency.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

With an ongoing commitment to sustainability, the
Company continues to strengthen its ESG performance
through a comprehensive and independent ESG strategy
and assessment framework. This approach is guided by
clearly defined Key Performance Indicators (KPIs) derived
from its materiality targets. The Company has further
refined its key material issues in alignment with its evolving
business context and the principles of Double Materiality
Assessment. These material factors include greenhouse
gas (GHG) emissions and energy management, water
management, solid waste management, health and
safety, human rights and employee wellbeing, community
engagement, sustainable procurement, circular economy,
product stewardship, and leadership and governance.

The Company remains aligned with the Science Based
Targets initiative (SBTi) and continues to progress towards
its emission reduction targets across Scope 1, Scope 2,
and Scope 3, with a long-term goal of achieving Net
Zero emissions by 2050. Reinforcing its commitment to
responsible business practices, the Company continues
its association with the UN Global Compact Network India
(UNGCNI).

During FY 2025-26, the Company further strengthened
its carbon management practices by continuing the
carbon footprint assessment across all manufacturing

plants and offices. The assessment encompasses both
direct and indirect emissions from operations. The GHG
emission intensity (tCO₂e per metric tonne of carbon black
production) for Scope 1 and Scope 2 stood at 2.05 tCO₂e/
MT during the year. The Company has also continued
its evaluation of Scope 3 emissions, with 14 out of the 15
categories identified as applicable to its operations.

The Company has continuously reviewed and refined its
understanding of ESG-related risks and opportunities
linked to its material topics. Action plans are being actively
implemented to address these risks and capitalize on
emerging opportunities. While certain initiatives require
longer gestation periods, the Company remains steadfast
in its commitment to achieving its ESG objectives and
driving sustainable value creation over the long term.

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 Report.

SHARE CAPITAL

Your Company's paid-up Equity Share Capital as on
31 March, 2026 stood at ' 39,34,62,604. 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, 2026, none of the Directors
of your Company hold shares or convertible instruments
of your Company.

PREFERENTIAL ISSUE

The Preferential Issue Committee of the Board of Directors
of the Company at its Meeting held on 7 May, 2024, had
approved the allotment of warrants of the Company, on
a preferential basis by way of a private placement and
allotted 1,36,00,000 convertible warrants to Rainbow
Investments Limited (Promoter) and 12,00,000 convertible
warrants each to Quest Capital Markets Limited (Promoter
Group) and STEL Holdings Limited (Promoter Group) on
7 May, 2024 for an issue price of ' 280 per warrant. Out
of total issue price, ' 70 per warrant (25% of the issue
price) amounting to ' 112 crores was received as the initial
subscription amount at the time of allotment of the
warrants.

During the year ended 31 March, 2026, the Company has
received ' 336 crores (remaining 75% of the issue price).
Upon receipt of such amount, the Preferential Issue

Committee of the Board of Directors of the Company at
its Meeting held on 3 November, 2025 has considered and
approved the allotment of 1,60,00,000 Equity Shares of
face value of Re. 1/- each, upon conversion of equal number
of Warrants. The amount raised, has been used fully for the
purposes for which the funds were raised.

This has been considered for calculating diluted earnings
per equity share as per Ind AS 33-Earnings Per Share upto
3 November, 2025.

The Company has complied with provisions of Section
42 and Section 62 of the Companies Act, 2013 in respect of
issue of equity shares in conversion of share warrants.

INCORPORATION OF NANOVACE INC., USA, A
WHOLLY OWNED SUBSIDIARY(WOS) OF NANOVACE
TECHNOLOGIES LIMITED, A SUBSIDIARY COMPANY OF
THE COMPANY

Nanovace Technologies Limited, a subsidiary of Company,
has incorporated its wholly owned U.S. subsidiary,
Nanovace Inc. in the state of Delaware. The company is
exploring entering the highly lucrative battery chemicals
market in USA. The subsidiary in USA will facilitate easier
access to the North American markets. A local subsidiary
in USA would further help to gain strategic market access,
proximity to customers and understand regulatory and
incentive landscape. Nanovace technology enables
localization of supply chains of critical battery material like
Graphite - Silicon composites, which is of critical strategic
significance. The Company's U.S. subsidiary would
strengthen the company's position as a global player in
the battery chemicals industry.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY
(WOS) IN THE UNITED STATES OF AMERICA (USA)

The Company has incorporated a wholly owned subsidiary,
PCBL Chemical USA Inc., under the laws of the State of
Delaware, United States of America. The subsidiary in
USA will facilitate easier access to the North American
markets. A local subsidiary in USA would further help to
gain strategic market access, proximity to customers
and understand regulatory and incentive landscape.
The company enables localization of supply chains of
carbon black and speciality chemicals which is of critical
strategic significance. The Company's US subsidiary would
strengthen PCBL Chemical Limited position as a global
player in the industry.

SUBSIDIARY COMPANIES

As on date, the Company has four wholly-owned unlisted
subsidiaries, namely PCBL (TN) Limited, PCBL Chemical
Europe SRL, Phillips Carbon Black Cyprus Holdings Limited
(PCBCHL), and PCBL Chemical USA Inc. In addition, it has
one unlisted subsidiary, Nanovace Technologies Limited
(NTL), and one debt-listed subsidiary, Aquapharm Chemical
Limited (ACL), formerly known as Advaya Chemical
Industries Limited. PCBCHL has a step-down subsidiary,
Phillips Carbon Black Vietnam Joint Stock Company. ACL,
in turn, has step-down subsidiaries including Aquapharm
Europe B.V., Unique Solutions for Chemical Industries
Company (USCIC), and Aquapharm Chemicals LLC (AC
LLC). USCIC further has a step-down subsidiary, USCI LLC,
while AC LLC has two step-down subsidiaries, Aquapharm
PChem LLC and Aquapharm Specialty Chemicals LLC. NTL
also has step-down subsidiaries, namely Enersil Pty Limited
and Nanovace Inc., USA. The Company does not have any
associate companies or joint ventures within the meaning
of Section 2(6) of the Companies Act, 2013.

In compliance with Sections129,134, and 136 of the Act, along
with applicable rules and Regulation 33 of the SEBI Listing
Regulations, the Company has prepared consolidated
financial statements and a separate statement containing
the salient features of subsidiaries, joint ventures, and
associates in Form AOC-1, which forms part of this
Integrated Report. The annual financial statements and
related information of subsidiary companies will be made
available to shareholders of the holding and subsidiary
companies upon request, on all working days during
business hours until the date of the AGM. These financial
statements will also remain open for inspection at the
Company's registered office and at the respective offices
of the subsidiary companies. In accordance with Section
136 of the Act, the audited standalone and consolidated
financial statements, together with audited accounts of
each subsidiary, are available on the Company's website at
www.pcblltd.com.

MATERIAL SUBSIDIARIES

As on 31 March 2026, the Company has one unlisted
material subsidiary, PCBL (TN) Limited, and one debt-listed
material subsidiary, Aquapharm Chemical Limited (ACL),
formerly known as Advaya Chemical Industries Limited.
The Company has adopted a formal Policy for Determining
Material Subsidiaries, which is available on its website at
https://www.pcblltd.com/investor-relation/general-policies.

Pursuant to Section 134 of the Companies Act, 2013, read
with the applicable rules, the details of developments at the
subsidiary level are disclosed in the Corporate Governance
Report, forming part of this Integrated 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 Report, marked as ‘Annexure -A'.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013,
the draft annual return as on 31 March 2026, prepared in
accordance with Section 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration)
Rules, 2014, has been made available on the Company's
website. The document 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 Report.

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 2025-26 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

Your Company has established adequate internal financial
controls with reference to the financial statements,
commensurate with the size, scale, and complexity of its
operations. An independent Internal Audit team is in place
to evaluate the adequacy and effectiveness of internal
control design and implementation, risk management
practices, and operating systems and processes. The
team comprises appropriately skilled, experienced, and
qualified professionals. The Internal Audit plan is aligned
with the Company's business objectives and is reviewed
and approved by the Audit Committee to ensure robust
governance. Further details on the internal control systems
and their adequacy are provided in the Management
Discussion and Analysis Report, which forms part of this
Integrated 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 Report.

CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Report. The Company's CSR Policy is available
on its website at https://www.pcblltd.com/investor-relation/
general-policies. A brief outline of the CSR policy and the
initiatives undertaken during the year under review is
annexed as 'Annexure-C', forming part of this Integrated
Report.

The Chief Financial Officer has certified that the CSR
spends of the Company for FY 2025-26 have been utilized
for the approved purposes and in the manner sanctioned
by the Board of Directors.

Further, in compliance with the provisions of the
Companies Act, 2013 and the applicable CSR Rules,
the Company engaged Renovate India to conduct an
impact assessment of its CSR initiatives. The impact
assessment report of the “RP Goenka International School
Infrastructure Project (Phase 1)” has been completed and is
annexed to this Report as Annexure C. These assessments
provide valuable insights into the effectiveness and long¬
term outcomes of the project, ensuring transparency,
accountability, and continuous improvement in the
Company's CSR strategy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for
Directors and employees to report concerns relating to
unethical behaviour, actual or suspected fraud, or violations
of the Company's Code of Conduct. The mechanism
provides adequate safeguards to employees and business
associates reporting such matters and encourages the
reporting of genuine concerns or grievances. Multiple
channels are available for promptly reporting suspected or
potential violations of laws, regulations, or the Company's
Code of Conduct, and in appropriate and exceptional
circumstances, employees and Directors have direct
access to the Chairperson of the Audit Committee. The
Vigil Mechanism and Whistle Blower Policy is available
on the Company's website at https://www.pcblltd.com/
responsibility/policies.

During the financial year ended 31 March 2026, the
Company did not receive any complaint under the Vigil
Mechanism / Whistle Blower Policy.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND DIRECTORS

Pursuant to the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board
carried out the annual evaluation of its own performance,
the performance of its Committees, and that of individual
Directors, including the Chairman. The Nomination and
Remuneration Committee (NRC) defined the evaluation
criteria and established the mechanism for conducting
the performance evaluation process.

During FY 2025-26, the Company engaged a leading HR
Consulting Firm to facilitate the Board Evaluation survey.

The process involved structured questionnaires circulated

among Board Members, Committee Members, and
Directors to obtain feedback on various aspects of Board
and Committee functioning. The consulting firm compiled
the responses, identified key inferences and observations,
and prepared a consolidated report, which was shared with
the Chairman of the Board for review and for providing
feedback to each Director.

The evaluation criteria for the Board included parameters
such as composition and diversity, quality of deliberations,
effectiveness in setting strategy and overall direction,
Board processes, relations with management, contribution
to decision-making, Board development, and timeliness
of information flow. For Committees, the criteria covered
structure and composition, effective participation of
members, quality of deliberations, suggestions made,
and the effectiveness of recommendations to the Board.

A separate peer review exercise was undertaken to
evaluate the performance of individual Directors, while
the performance of the Chairman was assessed based on
feedback from all other Directors.

Additionally, the Independent Directors, at their exclusive
meeting held during the year, reviewed the performance
of the Board, its Chairman, and Non-Executive Directors,
along with other matters as stipulated under the Listing
Regulations.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination
and Remuneration Committee, framed a policy for the
selection and appointment of Directors, Key Managerial
Personnel (KMP), Senior Management Personnel (SMP)
and other employees along with their remuneration. The
Nomination and Remuneration Policy and the details
pertaining to the remuneration paid during the year are
furnished in the Corporate Governance Section of the
Integrated 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 contracts or arrangements entered into by and
between the Company with Related Parties are on arm's
length basis and in the ordinary course of business. Hence,
pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014, there are no
related party transactions to be reported under Section
188(1) of the Act and Form AOC-2 is not applicable.

All related party transactions are placed before the Audit
Committee for its review and approval on a quarterly basis.
An omnibus approval of the Audit Committee is obtained
for the related party transactions which are repetitive in
nature. Further, the related party transactions are reviewed
by the Statutory Auditors of the Company.

During the year under review, your Company had not
entered into any Material Related Party Transactions.

Related Party disclosures as per Ind AS 24 have been provided
in Notes to accounts annexed to the financial statements.

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 mitigate
risks in line with the size, scale, and complexity of its
operations. The Board has constituted a Sustainability
and Risk Management Committee (SRMC) to frame,
implement, and monitor the risk management plan of
the Company. The SRMC is responsible for reviewing the
plan periodically and ensuring its effectiveness, while the
Audit Committee provides additional oversight in the area
of financial risks and controls. Major risks identified across
business operations are systematically addressed through
appropriate mitigation measures on a continual basis.
Further details on risk management activities, including
the implementation of the risk management policy, key
risks identified, and mitigation strategies, are provided
in the Management Discussion and Analysis Report
(Annexure - A), which forms part of this Integrated Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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 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 Report. However, in terms of Section 136 of the
Act, the Integrated 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.investor@rpsg.in.

KEY MANAGERIAL PERSONNEL

During the year, there was a change in the Key Managerial
Personnel (KMPs) of your Company and the Company had
the following KMPs as on March 31, 2026 as per Section
2(51) of the Act:.

*Mr. Nilesh Koul (DIN: 10963815) was appointed as the
Managing Director of the company w.e.f 3 November, 2025 for
a period of five years.

#Mr. Kaushik Roy (DIN: 06513489) resigned as Managing
Director of the Company w.e.f 3 November, 2025.

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
continues to be listed on BSE Limited. Your Company has
paid the requisite listing fees to all the Stock Exchanges for
FY 2026-27

CORPORATE GOVERNANCE REPORT

Your Company remains committed to maintaining the
highest standards of corporate governance practices. The
Corporate Governance Report, as required under the SEBI
Listing Regulations, forms part of this Integrated Report
and includes the certificate issued by M/s. S. R. Batliboi
& Co. LLP, Chartered Accountants (Firm Registration No.
301003E/E300005), the Statutory Auditors of the Company,
confirming compliance with the stipulated conditions of
corporate governance.

In line with governance requirements under the SEBI
Listing Regulations, the Company has formulated
and implemented a Code of Conduct applicable to all
Board Members and senior management personnel. All
concerned individuals have affirmed compliance with the
Code. The Code of Conduct is available on the Company's
website at https://www.pcblltd.com/investor-relation/
sha re-informa tion/code-of-con duct.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the year under review.
The intervening gap between the Board Meetings was
within the period prescribed under the Act. The details
of board meetings and the attendance of the Directors
are provided in the Corporate Governance Section, which
forms part of this Integrated 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 twice during the year
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 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

All the Independent Directors of the Company have
submitted the requisite declarations stating that they
meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Board reviewed and assessed
the veracity of the aforesaid declarations, as required
under Regulation 25(9) of the Listing Regulations. In the
opinion of the Board, all the Independent Directors fulfil
the said conditions as mentioned in Section 149(6) of the
Act and the Listing Regulations and are independent of
the Management. All the Independent Directors of the
Company have complied with the provisions of sub rule
(1) and (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 with respect to
registration with the Indian Institute of Corporate Affairs
for the Independent Directors' Database. There has been
no change in the circumstances affecting their status as
Independent Directors of the Company. In the opinion of
the Board, the Independent Directors possess the requisite
integrity, experience, expertise and proficiency required to
fulfill their duties as Independent Directors.

STATUTORY AUDITORS AND AUDITOR'S REPORT

In accordance with the provisions of Section 139 of
the Companies Act, 2013, M/s. S. R. Batliboi & Co. LLP,
Chartered Accountants (Firm Registration No. 301003E/
E300005) were appointed as the Statutory Auditors of the
Company for their second term of five consecutive years,
commencing from the conclusion of the sixty-first (61^st)
Annual General Meeting (AGM) until the conclusion of
the sixty-sixth (66^th) AGM to be held in the year 2027. The
Auditors have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company.

The Auditors' Report on the financial statements of the
Company for FY 2025-26 forms part of this Integrated
Report. The Notes on financial statements referred to
in the Auditors' Report are self-explanatory and do not
require any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse remark,
or disclaimer. Further, during the year under review, the
Auditors did not report any matter under Section 143(12) of
the Act, and accordingly, no disclosure is required under
Section 134(3)(ca) of the Act.

Representatives of the Statutory Auditors attended the
previous AGM of the Company held on 15 September, 2025.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014,
the cost records maintained by the Company in respect of
the manufacturing of Carbon Black and generation and
transmission of electricity at its plants located at Durgapur
(West Bengal), Kochi (Kerala), Mundra and Palej (Gujarat)
are subject to cost audit. Based on the recommendation
of the Audit Committee, the Board of Directors appointed
M/s. Shome & Banerjee, Cost Auditors, to conduct the
cost audit for FY 2026-27 at a remuneration of ' 5,50,000
(Rupees Five Lakhs Fifty Thousand only). In accordance
with the provisions of the Act, the remuneration payable to
the Cost Auditors is required to be ratified by the Members
at the ensuing AGM, and a resolution to this effect has
been included at Item No. 4 of the Notice convening the
AGM.

The Company has received written consent from the
Cost Auditors confirming that their appointment is in
accordance with the applicable provisions of the Act
and the rules framed thereunder, and that they are not
disqualified from being appointed as Cost Auditors of the
Company for the financial year ending 31 March, 2027. The
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 for the financial year ended
31 March 2026 was conducted by M/s. Anjan Kumar Roy
& Co., Company Secretaries (Membership No. FCS 5684,
CP No. 4557). The Secretarial Audit Report, annexed as
Annexure E, forms part of this Board's Report. The Report

is self-explanatory and does not contain any qualification,
reservation, adverse remark, or disclaimer. Further, during
the year under review, the Secretarial Auditors did not
report any matter under Section 143(12) of the Companies
Act, 2013, and accordingly, no disclosure is required under
Section 134(3)(ca) of the Act.

In compliance with Section 204 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
SEBI (LODR) Regulations, including the SEBI (LODR)
(Third Amendment) Regulations, 2024, M/s. Anjan Kumar
Roy & Co., Company Secretaries was appointed as the
Secretarial Auditors of the Company for a term of five
consecutive financial years, commencing from FY 2025-26
up to FY 2029-30, at the 64^th AGM held on 15 September,
2025. The Secretarial Auditors have provided their written
confirmation that their appointment is in accordance
with the applicable provisions of the Act and rules framed
thereunder, and that they are not disqualified from
continuing as Secretarial Auditors of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARY

In compliance with the requirements of the SEBI Listing
Regulations, the material unlisted Indian subsidiary of
your Company appointed a Practicing Company Secretary
to conduct the Secretarial Audit for FY 2025-26. The
Secretarial Audit Report confirms that the subsidiary has
complied with the provisions of the Companies Act, 2013,
applicable rules, regulations, and guidelines, and that
there were no deviations or non-compliances during the
year under review.

SECRETARIAL STANDARDS

Your Company is in compliance with the applicable
Secretarial Standards issued by The Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act for the
Financial Year ended March 31, 2026.

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

Your Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy on
prevention, prohibition, and redressal of sexual harassment
in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder. In
compliance with the law, the Company has constituted an

Internal Committee to inquire into complaints of sexual
harassment and to take appropriate action as stipulated
under the Act.

Any complaint pertaining to sexual harassment is reviewed
and investigated with utmost diligence and sensitivity.
The Internal Committee members are trained to
handle and resolve complaints effectively and have also
developed an online POSH e-learning awareness module
for employees. In addition, all new employees undergo
a detailed orientation on the Company's anti-sexual
harassment policy.

During the financial year ended 31 March, 2026, the
Company did not receive any complaint under the
provisions of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

In accordance with the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR)
for FY 2025-26, outlining the initiatives undertaken by your
Company from an Environment, Social and Governance
(ESG) perspective, forms part of this Integrated Report
and is annexed as Annexure F. In addition to the BRSR, the
Integrated Report provides detailed insights into various
ESG initiatives adopted by the Company, reflecting its
commitment to sustainable and responsible business
practices.

The ESG disclosures, including the BRSR Report, have
been independently assured by Forvis Mazars LLP, thereby
reinforcing the credibility, transparency, and accountability
of the Company's sustainability reporting framework.

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
Companies Act, 2013, read with the rules made thereunder
and the Articles of Association of the Company, Dr. Sanjiv
Goenka (DIN: 00074796) is liable to retire by rotation
at the ensuing AGM and, being eligible, has offered
himself for re-appointment. The Board recommends his
re-appointment as Director for the approval of the
Members. Brief details, as required under Secretarial
Standard-2 and Regulation 36 of the SEBI Listing
Regulations, are provided in the Notice of the AGM.

During the year under review, Mr. Kaushik Roy
(DIN: 06513489) tendered his resignation as the
Managing Director of the Company with effect from
3 November, 2025 due to personal reasons. Mr. Nilesh Koul
(DIN: 10963815) was appointed as the Managing Director
of the Company with effect from 3 November, 2025 for
a period of five years, which was duly approved by the
shareholders.

Further, Mrs. Rusha Mitra (DIN: 08402204), Non-Executive
Independent Woman Director, completed her first term
on 7 April 2026 and decided not to continue in view of
her personal and professional commitments. Ms. Sneh
Lata (DIN: 11628402) was appointed as an Additional
Non-Executive Independent Woman Director of the
Company with effect from 26 March, 2026 for a first
term of five consecutive years, subject to the approval
of the shareholders of the Company. by way of a Special
Resolution by means of Postal Ballot and such other
approvals as may be necessary.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

Pursuant to Section 178(3) of the Companies Act,
2013, your Company has framed a Policy on Directors'
Appointment and Remuneration (“Remuneration
Policy”), which is available on the Company's website at
https://www.pcblltd.com/investor-relation/general-policies.
The Remuneration Policy sets out the guiding principles
for the Nomination and Remuneration Committee (NRC) in
identifying individuals qualified to become Directors and in
determining their independence.

The Policy is designed to ensure that appointments are
made on the basis of merit, experience, and skills relevant
to the Company's business, while also promoting diversity
and independence on the Board. It further provides a
framework for rewarding performance, with remuneration
directed towards recognizing achievements and
contributions to the Company's growth and governance.

BOARD DIVERSITY

Your Company recognizes and embraces the importance
of a diverse Board in driving sustainable success. The Board
has adopted a Board Diversity Policy, which sets out the
approach to ensuring diversity in the composition of the
Board of Directors. The Policy emphasizes representation
across gender, age, experience, skills, and backgrounds to
enrich Board deliberations and decision-making.

The Board Diversity Policy is available on the Company's
website at https://www.pcbNtd.com/investor-relation/
general-policies.

SUCCESSION PLAN

Your Company has established an effective mechanism
for succession planning, ensuring the orderly transition
of Directors, Key Managerial Personnel, and Senior
Management. The process is overseen by the Nomination
and Remuneration Committee (NRC) in concurrence with
the Board, thereby maintaining leadership continuity and
organizational stability.

The Succession Planning Policy for the Board and Senior
Management is available on the Company's website at
https://www.pcblltd.com/investor-relation/general-policies.

BOARD POLICIES

The details of various policies approved and adopted by the
Board, as required under the Companies Act, 2013 and the
SEBI Listing Regulations, are provided in pages 146-147 of
this Integrated Report. These policies collectively guide the
Company's governance framework, ensuring compliance,
transparency, and accountability in its operations.

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

The Key Financial Ratios for the financial year ended
31 March, 2026 are provided in the Management Discussion
and Analysis Report (Annexure- A), which is annexed hereto
and forms an integral part of this Board's Report. These
ratios present a comprehensive view of the Company's
financial performance during the year under review.

CYBER SECURITY

In view of the increasing incidence of cyber-attack scenarios,
your Company periodically reviews its Cyber Security Policy
and continuously enhances processes and technology
controls in line with evolving threat landscapes. The
Company's technology environment is equipped with real¬
time security monitoring and layered controls, spanning
from end-user devices to networks, applications, and data.

This multi-layered approach ensures proactive detection,
prevention, and mitigation of potential cyber threats,
thereby safeguarding the Company's digital infrastructure
and business continuity.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (“Code”)
to regulate, monitor, and report trading in the Company's
shares by designated persons and their immediate
relatives, in compliance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended. The Code lays down detailed procedures to be
followed by designated persons while trading or dealing in
the Company's shares and in handling Unpublished Price
Sensitive Information (UPSI).

The Code also mandates the maintenance of a structured
digital database, establishes mechanisms for the
prevention of insider trading, and prescribes processes
for familiarizing employees with the sensitivity of UPSI. In
addition, it incorporates a Code of Fair Disclosure of Price
Sensitive Information, which is available on the Company's
website at https://www.pcblltd.com/investor-relation/
general-policies.

To strengthen awareness, employees are required to
undergo mandatory training on the Code, ensuring
compliance and reinforcing the Company's commitment
to ethical trading practices.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the
Maternity Benefit Act, 1961 and extends maternity benefits
to all eligible women employees in accordance with the
Act. Adequate facilities and support are provided to
ensure the well-being of employees, in line with statutory
requirements and the Company's commitment to
fostering a supportive and inclusive workplace.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions / events on these items during the year under
review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme.

3. Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under
section 67(3)(c) of the Act).

partners for the trust, confidence, and enduring association
that continue to strengthen the Company's journey.

The Board also records its sincere thanks to employees
across all levels for their dedication and consistent
contributions, which have been instrumental in driving
the Company's growth and excellence.

For and on behalf of the Board of DirectorsDr. Sanjiv Goenka

Place: Kolkata Chairman

Date: 30 April, 2026 (DIN: 00074796)