Your directors have the pleasure of presenting the 35^th Annual Report of
Poddar Pigments Limited ("the Company") together with the
Company's Audited Financial Statements for the financial year ended
31^st March 2026.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year
ended 31^st March 2026 is summarized below: (R_s. j_n L_akh_s)

REVIEW OF OPERATIONS AND STATE OF COMPANYAFFAIRS

• During the FY 2025-26, the global markets faced significant
headwinds, driven by macroeconomic uncertainties, tariff
measures imposed by the United States, and heightened
geopolitical tensions in the Middle East and surrounding regions.
Despite these external challenges, the Company successfully
maintained sales at a strong level, demonstrating resilience in its
core operations and market positioning.

Profitability, however, was impacted by fixed costs and increased
operating expenses. These factors collectively exerted pressure on
margins, leading to a noticeable decline in overall earnings
compared to the previous year.

• The gross revenue was Rs. 42,829 Lakhs for FY 2025-26,
reflecting overall stability amidst challenging market dynamics
due to better revenue performance in the last quarter of the FY
2025-26.

• Revenue from Export was increased from Rs. 6,437.92 lakhs to Rs
8,092.93 lakhs ofthe previous year, increased by 25.71% showing
Company's growth potential to expand its presence in the export
market.

• Profit before Tax has decreased to Rs. 2,004 Lakhs (including Rs.

569.86 lakhs Loss on restatement of Investments in equity) from
Rs. 3,057 Lakhs ofthe previous year, decreased by 34.45%.

• Profit after Tax has decreased to Rs. 1,476 Lakhs from Rs. 2,282
Lakhs of the previous year, decreased by 35.32%.

• Net Worth of the Company has increased by 3.58 % to Rs. 30,585
Lakhs, excluding OCI

• Book Value Per Share has increased to Rs. 288 from Rs. 278 in the
previous year.

Expansion Plan

During FY 2025-26, the Company has outlayed Rs. 849.82 lakhs
towards capacity expansion in its Chaksu Plant. The production
capacity has been increased by around 6000 MT PA. This expansion is
aligned with the Company's long-term growth strategy and is expected
to improve operational performance, support rising customer demand,
and reinforce its competitive position in the market.

RESEARCH AND DEVELOPMENT

Your Company has in-house full-fledged Research & Development
Department equipped with a wide range of lab machines, equipment's,
instruments and testing facilities that enables to deliver a broad
spectrum of new & customized solution for tailor made product and
formulations like masterbatches for BOPP Films, PP Yarns, Fibres etc.
with excellent price benefit ratio. The Company also has technical
experts with latest technical know-how & innovative abilities focusing
on upgradation of the existing masterbatches and development of new
products. The manufacturing units are highly automatic and equipped
with sophisticated laboratory facilities to conduct stringent tests.

The In-house Research and Development facility of the Company has
been registered with the Department of Scientific and Industrial
Research.

During the year, the Company has spent of Rs. 2,155 Lakhs on
Research & Product Development initiatives (constituting Rs. 1,171
Lakhs as revenue expenditure and Rs. 984 Lakhs as capital
expenditure).

SHARE CAPITAL

As on 31^st March 2026, the authorized share capital of the Company
stood at Rs. 1,250 Lakhs divided into 1,25,00,000 equity shares of Rs.
10/- each, and the total paid-up equity share capital of your Company
was Rs. 1,061 Lakhs divided into 1,06,10,000 equity shares of Rs. 10/-
each fully paid-up. During the year under review, there was no change
in the share capital ofthe Company.

Shareholding Pattern (as on 31“ March 2026)

The category-wise shareholding is as follows:

DIVIDEND

During the year under review, The Board of Directors have
recommended a final dividend of Rs. 4/- (Rupees Four Only) per Equity
Share for FY 2025-26 leading to an outflow of Rs. 424.40 Lakhs subject
to the approval of members at the ensuing Annual General Meeting of
the Company. This decision reflects the Company’s consistent dividend
policy of balancing shareholder returns with the need to retain sufficient
earnings to fund future growth and capital expenditure. The payment
ratio for dividend is about 28.75% of the net profit for the year, aligned
with performance and long-term strategic priorities.

TRANSFER TO RESERVE

During the year under review, your Company has transferred an amount
ofRs. 1,061.00 Lakhs to the General Reserves ofthe Company.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURES
As on 31^st March 2026, the Company does not have any Subsidiary,
Joint Venture or Associate Company as defined under the Companies
Act, 2013. Further, during the year under review no company has
ceased to be the Subsidiary, Joint Venture or Associate ofthe company.
CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in business of
your Company.

FINANCIAL SALIENCY

The Company's principal sources of liquidity are cash and cash
equivalents, liquid investments and the cash flow that the Company
generates from its operations. The Company continued to be net debt-
free and maintained sufficient cash to meet its strategic and operational
requirements. The Company's working capital management is robust
and involves a well-organised process, which facilitates continuous
monitoring and control over receivables, inventories and other
parameters.

STAR EXPORT HOUSE STATUS AND CREDIT RATING

Your Company has maintained its Two Star Export House Status under
the Foreign Trade Policy 2023 and has been rated by CRISIL, a credit
rating agency for its Banking facilities. It has issued a long-term rating
of A/Stable and a short-term rating of A1. These ratings reflect your
Company's continued strong percentage, credit profile, liquidity
position, strong corporate governance practices, financial flexibility
and prudent financial policies.

TRANSFER OF EQUITY SHARES AND UNCLAIMED
DIVIDEND TO IEPF

In terms of the provisions of Section 125 of the Companies Act, 2013
read with the Companies (Declaration and Payment of Dividend)
Rules, 2014, all unclaimed/unpaid dividends up to the final dividend of
the financial year 2017-18 and eligible shares have been transferred to
the Investor Education and Protection Fund. In compliance with the
applicable Rules and after complying with the requisite formalities, the
Company will be transferring the unclaimed/unpaid final dividends of
financial year 2017-18 and requisite applicable equity shares to the
IEPF Authority. The details of the shareholders whose shares are liable
to be transferred to IEPF can be accessed at the Company's website. The
Shareholders can also communicate to Shri Yug Mahesshwari, the
Nodal Officer of the Company at yug.mahesshwari@
poddarpigmentsltd.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required in terms
of the provisions of Regulation 34(2)(e) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, is annexed separately forming integral part of the
Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate report on Corporate Governance and a certificate from the
Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, is annexed separately forming
integral part ofthe Annual Report.

CORPORATE SOCIAL RESPONSIBILITY
In FY 2025-26, the Company has spent Rs. 67.07 Lakhs as against
annual budget of Rs. 67.05 Lakhs (after setting off of Rs. 9.37 lakhs
excess spent in FY 2024-25) and accordingly, the Company has spent
an excess amount of Rs. 0.02 Lakhs on CSR Activities.in line with the
requirements under the Companies Act, 2013. The expenditure was
directed towards initiatives in the areas of education, healthcare, and
environmental sustainability, implemented in partnership with
accredited agencies.

The Report on CSR activities as required under Companies (Corporate
Social Responsibility) Rules, 2014, including a brief outline of the
Company's CSR Policy, the total amount to be spent under CSR for the
financial year and the amount spent is set out at CSR Statement, is
annexed herewith as Annexure - A to this Report.

The CSR Policy of the Company may be accessed on website of the
Company at https://api.poddarpigmentsltd.com/investor
Relation/1692784353538.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

Director Liable to Retiring by Rotation

Shri Gaurav Goenka (DIN:00375811), Joint Managing Director and
Chief Executive Officer is liable to retire by rotation at the ensuing
Annual General Meeting (AGM), and being eligible, offers himself for
re-appointment.

Re-Appointment of Directors

During the financial year under review, there were no instances of re¬
appointment of Directors to the Board.

Retirement of the Directors

Shri M Mahadevan (DIN: 00786991) has completed his second term as
an Independent Director with effect from the closure of the Business
hours on 31^st March, 2026 and accordingly ceased to hold office after
completion of his term as an Independent Director
Independent Directors

In terms of the provision of Section 149 of the Companies Act, 2013
read with the Rules made thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Shri Gajendra
Kumar Bhandari (DIN: 00649176), Shri Ramaseshan Mohan (DIN:
01492721) and Shri M. Mahadevan (DIN: 00786991) and Shri
Visvanathan Muthukumar (DIN: 00584405) are the Independent
Directors ofthe Company during the financial year 2025-26.

Shri M Mahadevan (DIN: 00786991) has completed his second term as
an Independent Director with effect from the closure of the Business
hours on 31^st March, 2026.

Shri Visvanathan Muthukumar (DIN: 00584405) was appointed by the
Board as an Additional Non-Executive - Independent Director with
effect from 27^th February 2026 and subsequently members of the
company have approved to appoint him as Non-Executive -

Independent Director by way of special resolution passed through the
Postal Ballot process on 11^ttApril, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent
Directors of the Company, confirming that (a) they meet the criteria of
independence as prescribed under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; (b) they are not
aware of any circumstance or situation which exists or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective of independent judgment and
without any external influence; and (c) they have registered their names
in the Independent Directors Databank.

Your Company's Board believes that the Independent Directors of the
Company including the Independent Director appointed during possess
the requisite qualifications, experience and expertise and they hold the
highest standards of integrity and fulfill the conditions specified in the
Companies Act, 2013 read with Rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
and are eligible & independent of the management.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2026, the company has following Key Managerial
Personnel:

1. Shri Shiv Shankar Poddar - Managing Director (DIN: 00058025)

2. Shri Gaurav Goenka - Joint Managing Director & Chief Executive
Officer (DIN: 00375811)

3. Shri B.K. Bohra - Chief Financial Officer*

4. Shri Anil Kumar Sharma - Company Secretary**

5. Shri Yug Mahesshwari - Chief Financial Officer***

6. Shri Rajeev Kumar - Company Secretary****

*Shri B. K. Bohra has resigned as Chief Financial Officer of the

Company w.e.f. closure of business hours of 31^st May, 2025

**Shri Anil Kumar Sharma has resigned as Company Secretary of the

Company w.e.f. closure of business hours of 10^th April, 2025

*** Shri Yug Mahesshwari has been appointed as Chief Financial

Officer w.e.f. 1^st June, 2025

**** Shri Rajeev Kumar has been appointed as Company Secretary
w.e.f. 30^th September, 2025

FAMILIARIZATION PROGRAMME FOR DIRECTORS

During the year, the Company conducted a familiarization program for
Independent Directors. This program aimed to deepen their
understanding of the Company's operations and familiarize them with
its diverse aspects, thereby empowering them to fulfill their roles as
Independent Directors more effectively.

The Company's policy on conducting the familiarization program has
been disclosed on the website of the Company at https://api.poddar
pigmentsltd.com/investorRelation/1692784331320.pdf
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company for
Directors, Key Managerial Personnel (KMP) and Senior Management
Personnel strives to ensure that the level and composition of
remuneration are reasonable and sufficient to attract, retain, and
motivate Directors of the quality required to run the Company
successfully. The relationship between remuneration and performance
is clear and meets appropriate performance benchmarks and the same is

hosted on the website of the Company at the following web link
https://api.poddarpigmentsltd.com/investorRelation/1692784409764.pdf
MEETINGS OF THE BOARD

The Board of Directors of the Company met seven times during the year
under review. The meetings were held on 20^th May 2025, 1^st July, 2025,
11^th August 2025, 30^th September, 2025, 6^th November 2025, 13^th
February 2026 and 27^th February 2026. The intervening gap between
the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The details of the composition of Committees, terms of reference,
number of meetings held, attendance of the Committee members
thereof during the year under review, etc. are provided in the Corporate
Governance Report, which forms part of this Annual Report.

AUDIT COMMITTEE

The details of the composition, terms of reference, number of meetings
held, attendance of the committee members, etc. of the Audit
Committee are included in the Corporate Governance Report, which
forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition, terms of reference, number of meetings
held, attendance of the committee members, etc. of the Nomination and
Remuneration Committee are included in the Corporate Governance
Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The details of the composition, terms of reference, number of meetings
held, attendance of the committee members, etc. of the Corporate
Social Responsibility Committee are included in the Corporate
Governance Report, which forms part of this Annual Report.
STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The details of the composition, terms of reference, number of meetings
held, attendance of the committee members, etc. of the Stakeholders’
Relationship Committee are included in the Corporate Governance
Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, the Directors

hereby confirm that:

a. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanations relating to material departures.

b. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent to give a true and fair view of the situation
of the Company as on 31^st March 2026 and of the profit and loss of
the Company for that period.

c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities.

d. The Directors have prepared the annual accounts on a going
concern basis.

e. The Directors of the Company, have laid down internal financial
controls to be followed by the Company and that such internal

financial controls are adequate and have been operating
effectively; and

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

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse
Board in its success. The Company believes that a mix of Executive,
Independent, and other Non-Executive Directors is one of the
important facets of diverse attributes that the Company desires.

Your Company acknowledges that a diverse Board representing
differences in educational qualifications, knowledge, experience,
gender, age, cultural background, race, ethnicity, thought, perspective,
and other diversity results in delivering a competitive advantage and a
better appreciation of the interests of stakeholders.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The Board has conducted its annual performance evaluation to examine
the performance of the Board, Individual Directors, and Committees in
compliance with the Companies Act, 2013 and Regulation 19 read with
Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The criteria for Board Evaluation include aspects such as the Board
size, structure, expertise of the Board, development of suitable
strategies and business plans, obligations, governance, efforts to learn
about the Company and its business, etc. The criteria for Committee
evaluation include aspects such as the composition of committees,
appropriate number of meetings, confidentiality of its discussions
/decisions, suggestions & recommendations to the Board, etc. The
criteria for evaluation of Individual Directors include aspects such as
the Appropriateness of qualification, knowledge, skills and experience,
participation in Board functioning, the extent of diversity in knowledge
and industry expertise, attendance and participation in the meetings and
working thereof, initiative to maintaining high level of integrity and
ethics, etc.

Based on the aforesaid criteria, the Nomination and Remuneration
Committee and the Board have evaluated the performance of the Board
as a whole, its committees, and individual Directors including
Independent Directors. In a separate meeting of Independent Directors,
the performance of Non-Independent Directors and the Board was
evaluated. The quality, quantity and timeliness of the flow of
information between the Company Management and the Board which
is necessary for the Board to effectively and reasonably perform their
duties was also evaluated in the said meeting of Independent Directors.
RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company
during the financial year with related parties were on an arm's length
basis and in the ordinary course of business of the Company. During the
year under review, your Company has not entered any contract/
arrangement/transaction with related parties, which could be
considered material in accordance with the policy of the Company on
related party transactions. None of the transactions with any of the
related parties conflicted with the interest of the Company; rather, these
were synchronized and synergized with the Company's operations.

Details of transactions with related parties during the financial year
2025-26 are provided in the notes to the financial statements.

The policy on related party transactions as approved by the Board is
available on the Company's website and can be accessed at
https://api.poddarpigmentsltd.com/investorRelation/1724414847537.pdf.
The details of related party transactions pursuant to clause (h) of
Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is
annexed herewith as Annexure - B to this Report.

Further, in terms of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, the transactions with person/entity belonging to the promoter/
promoter group holding 10% or more shareholding in the Company are
as under:

DEPOSITS

During the financial year under review, the Company has not accepted
any deposits from the public falling within the ambit of Section 73 of
the Companies Act, 2013 and the rules framed thereunder. The
Company does not have any unpaid or unclaimed deposits as on this
date.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, relating to the
percentage increase in remuneration, the ratio of remuneration of each
Director and Key Managerial Personnel (KMP) to the median of
employees' remuneration, etc. is annexed herewith as Annexure - C to
this Report.

The statement containing 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, is provided in a separate annexure forming part of this
Report. However, in terms of Section 136 of the Companies Act, 2013,
this Annual Report is being sent to the shareholders and others entitled
thereto, excluding the said annexure, which is available for inspection
by the shareholders at the Registered Office of your Company during
the business hours on working days of your Company. If any
shareholder is interested in obtaining a copy thereof, such shareholder
may write to your Company in this regard.

HUMAN RESOURCES

Your Company's Human Resources is the important foundation for
creating many possibilities for its business and the Company considers
employees as its most valued asset and a key contributor to its success in
the last three decades.

We firmly believe that unlocking the full potential of our employees is
not just advantageous but imperative for business success. This
necessitates the creation of an empowering workplace environment
that nurtures and empowers talent. The Company continuously works
towards nurturing the workplace environment to keep its employees

highly motivated, result oriented and adaptable to the changing
business environment.

The efficient operations of manufacturing units, market development
and expansion for various products were the highlights of our people's
efforts. Your Company's employee engagement score reflects positive
engagement in being part of the organization. Your directors would like
to take this opportunity to express their gratitude and appreciation for
the passion, dedication, and commitment of the employees and look
forward to their continued contribution.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT

Your Company's Occupational Health, Safety and Environment (OHS
& E) strategies are directed toward achieving the greenest and safest
operations across your Company's units by optimizing natural resource
usage and providing a safe and healthy workplace. Your Company has
in place the Occupational Health, Safety & Environment (OHS & E)
Policy. All employees, right from the shop floor up to the top
management are trained to execute their work safely and responsibly.
Employees are encouraged to follow the principle of timely reporting,
communication and consultation to avert mishaps at work. The
Occupational Health & Safety policy and basic safety principles are
displayed across all work locations. At both manufacturing locations,
various events like fire mock drills/trainings are conducted
continuously. The Company's manufacturing units in Sitapura and
Chaksu are ISO 9001:2015 certified.

The Company is highly conscious towards health and well-being of the
Employees, Contractors and other Stakeholders connected with the
business. Periodic health checkup and health awareness campaign are
some of the continuing initiatives.

To minimize the overall environmental impact, new techniques were
used towards zero carbon emission and waste avoidance/minimization.
Your Company has also implemented various measures towards water
neutrality and achieved recycling by processing STP/ETP water
through RO and achieving less consumption of freshwater requirement.
ESG/SUSTAINABILITY

In addition to maintaining high operational health and safety standards,
the Company advanced its sustainability objectives during the year,
achieving measurable progress in reducing emissions, improving
resource efficiency, and increasing renewable energy usage.

The Company continued to strengthen its ESG and sustainability
agenda during FY 2025-26, building upon the initiatives undertaken in
previous years. During the year, the Company achieved measurable
progress in reducing its carbon footprint, with a reduction of
approximately 4,063 MT of CO2 emissions and an increase in the share
of renewable energy in its operations to 52%. The Company remains
committed to advancing its programmes focused on waste reduction,
energy efficiency and community engagement, in line with its medium-
and long-term ESG and sustainability objectives.

COMMISSIONING OF SOLAR POWER PROJECT
During the year under review, as part of its commitment towards
sustainable energy and environmental stewardship, the Company
successfully commissioned a 3.51 MWp (started in January, 2026)
Solar Power Plant at Village Sangarh, Tehsil Fatehgarh, District
Jaisalmer, Rajasthan, for generation of electricity for captive
consumption.

As part of its ongoing energy conservation initiatives, the Company
also commissioned 0.62 MWp (started in January, 2026) of rooftop
solar capacity at its Chaksu location, Jaipur, and 0.41 MWp (started in

February, 2026) ofrooftop solar capacity at its Sitapura location, Jaipur.
The Company will get the full benefits of these solar power installations
during FY 2026-27, thereby contributing to reduced reliance on
conventional sources of energy, improved energy efficiency and a lower
environmental footprint.

The Company has incurred capital expenditure of Rs. 1,464.37 lakhs
towards the Solar Power Projects, reflecting its continued commitment
to renewable energy, reduction in dependence on conventional energy
sources and long-term environmental sustainability.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act,
2013, the shareholders at their 31^st Annual General Meeting of the
Company held on 29^th September, 2022, had appointed M/s. K.N.
Gutgutia & Co., Chartered Accountants (Firm Registration No.
304153E) as Statutory Auditors of the Company from the conclusion of
the 31^st Annual General Meeting till the conclusion of the 36^th Annual
General Meeting of the Company. The Statutory Audit Report for the
financial year 2025-26 does not contain any qualification, reservation or
adverse remark, which requires any clarification/explanation.

Cost Auditors

In terms of Section 148 of the Act, the audit of cost records of the
Company needs to be conducted by a qualified Cost and Management
Accountant (CMA). The cost records of the Company are duly prepared
and maintained as per Section 148(1) of the Act.

The Board of Directors, based on the recommendation of the Audit
Committee, has appointed M/s. K.G. Goyal & Associates, Cost
Accountants (Registration No. 000024) as Cost Auditors to audit the
cost records of the Company for the financial year 2026-27 pursuant to
the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, subject to
ratification of remuneration by the members in the ensuing Annual
General Meeting.

M/s. K.G. Goyal & Associates, Cost Accountants (Registration No.
000024) have confirmed that their appointment is within the limits of
Section 141(3)(g) of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified under Section 141
read with Section 148 of the Companies Act, 2013.

During the period under review, the Cost Audit Report for the financial
year 2024-25 was filed with Registrar of Companies (Central
Government) and there is no qualification(s) or adverse remark(s) in the
Cost Audit Report which require any clarification/explanation. Further,
M/s. K.G. Goyal & Associates, Cost Accountants, were appointed as
Cost Auditors of the Company to submit the cost audit report for the
financial year 2025-26 and the same will be filed with the Registrar of
Companies (Central Government) in due course.

The remuneration proposed to be paid to the Cost Auditors is subject to
the ratification by the members at the ensuing Annual General Meeting
would be Rs. 60,000/- (Rupees Sixty Thousand Only) plus applicable
GST and out of pocket expenses, if any.

Secretarial Auditors

In compliance with Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Act, the shareholders at their 34^th Annual General
Meeting of the Company held on 26^th September, 2025, had appointed
M/s. Pinchaa & Co., Practicing Company Secretaries, Jaipur a peer
reviewed firm (Firm Registration No. P2016RJ051800) as Secretarial
Auditors of the Company for first term of five consecutive years with
effect from 1^st April, 2025.

The report in respect of the Secretarial Audit carried out by M/s.
Pinchaa & Co., Company Secretaries, in Form MR-3 for the financial

year 2025-26, is self-explanatory and annexed herewith as Annexure -
D to this Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Secretarial Auditors in their Report.
REPORTING OF FRAUD BY AUDITORS

During the year under review, Auditors of the Company have not
identified and reported any fraud as specified under Section 143(12) of
the Companies Act, 2013

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

The information relating to the conservation of energy, technology
absorption, and foreign exchange earnings and outgo as stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, as amended, is annexed
herewith as Annexure - E to this Report.

CYBER SECURITY

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

INFORMATION TECHNOLOGY

The Digital transformation initiatives undertaken by your Company
have got a major boost with the implementation of SAP S 4 HANA in
the Q4 of the FY 2025-26. SAP S 4 HANA will provide more visibility
and accuracy in procurement, production planning, Inventory
Management, Sales and reporting Financial Statements.

RISK MANAGEMENT

The Company recognizes that risk is an integral and inevitable part of
the business and is fully committed to managing the risks proactively
and efficiently. The Company has a disciplined process for
continuously assessing the risks in the internal and external
environment along with minimizing the impact of risks. The Company
ensuring that mitigation measures are integrated into annual operating
plans and regularly tracking their effectiveness. The Company
incorporates the risk mitigation steps in its strategy and operating plans.
Key Risks Identified for FY 2026-27

The Board has identified the following material risks in the current
operating environment:

• Market volatility due to raw material price fluctuations.

• Foreign exchange risk from export exposure.

• Regulatory changes in domestic and export markets.

• Supply chain disruptions from geopolitical and logistical factors.

• ESG compliance and evolving environmental standards.

• Geopolitical situations like war and tariff changes in various parts
of the world including USA.

Each of these risks is monitored quarterly, with specific mitigation
strategies outlined in the Risk Management Framework.

The objective of the risk management process in the Company is to
enable value creation in an uncertain environment, promote good
governance, address stakeholder's expectations proactively, and
improve organizational resilience and sustainable growth.

The Company regularly identifies the uncertainties and elements of risk
which may in the opinion of the board may threaten the existence of the
company and after assessing them, devises short-term and long-term

actions to mitigate any risk, which could materially impact the
Company's long-term plans.

Mitigation plans for significant risks are well integrated with business
plans and are reviewed regularly by the management of the Company.
The Company periodically reviews and improves the adequacy and
effectiveness of its risk management systems considering rapidly
changing business environments and evolving complexities. There are
no risks, which in the opinion of the Board threaten the existence of the
Company.

VIGIL MECHANISM

The Company has a Vigil Mechanism/Whistle Blower Policy in terms
of the provisions of Section 177(9) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 wherein the employees can approach to the Chairperson of Audit
Committee of the Company and make protective disclosures to the
Management about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct and Code of Conduct to
Regulate, Monitor and Report Trading by Insiders and Code of Fair
Disclosure. The Whistle Blower Policy requires every employee to
promptly report to the Chairperson of Audit Committee any actual or
possible violation of these Codes or an event an employee becomes
aware of that could affect the business or reputation of the Company.

The disclosures reported are addressed in the manner and within the
time frames prescribed in the Policy. No person has been denied access
to the Chairperson of the Audit Committee to report any concerns.
Further, the said Policy has been disseminated within the
organization and has also been posted on the Company's website at
https://api.poddarpigmentsltd.com/investorRelation/1692784388180.pdf
PREVENTION OF INSIDER TRADING

Your Company has adopted a Codes of Fair Disclosures and Conduct
for Insider Trading ("Code") to regulate, monitor and report trading in
the Company's shares by the Company's designated persons and their
immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Code, inter alia, lays down the procedures to be followed by
designated persons while trading/dealing in the Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI"). The Code
covers the Company's obligation to maintain a digital database, a
mechanism for prevention of insider trading and handling of UPSI and
the process to familiarize with the sensitivity of UPSI. Further, it also
includes code of practices and procedures for fair disclosure of
unpublished price-sensitive information, which has been made
available on your Company's website and can be accessed at
https://api.poddarpigmentsltd.com/investorRelation/1692784211054.pdf.
DIRECTORS & OFFICERS (D&O) LIABILITY INSURANCE
The Company has in place the Directors and Officers Liability
Insurance (D&O) for all its Directors (including Independent
Directors) and Officers of the Company against the risk of third-party
claims arising out of their actions/decisions in the normal course of
discharge of their duties, which may result in financial loss to any third
party.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Internal financial control systems of the Company are commensurate
with its size and the nature of its operations. The internal financial
control framework design ensures that financial and other records are
reliable for preparing financial and other statements. The Internal

auditors perform an independent check of the effectiveness of key
controls in identified areas of internal financial control reporting.
Internal Auditor also monitors and evaluates the efficacy and adequacy
of internal control systems in the Company, its compliance with the
operating systems, accounting procedures and policies at all locations
of the Company. The Statutory Auditors' Report includes a report on the
internal financial controls over financial reporting.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Pursuant to provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of the Board and its Powers) Rules,
2014, as amended from time to time, disclosures relating to loans and
investments as on 31st March 2026 are given in the notes to the financial
statements of the Company. During the financial year, there were no
guarantees issued, or securities provided by your Company in terms of
Section 186 of the Companies Act, 2013 read with the Rules issued
thereunder.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, the Annual Return of the Company in
Form MGT-7 is available on the website of the Company and can be
accessed at https://www.poddarpigmentsltd.com/investor-
relations/details/Shareholders%20Information/Annual%20Return.

Details of complaints during the year under review are as under:

SECRETARIAL STANDARDS

Your directors state that the applicable Secretarial Standards i.e., SS-1
and SS-2, issued by the Institute of Company Secretaries of India, as
amended from time to time relating to Meetings of the Board of
Directors and General Meetings respectively, have been duly complied
with.

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

The Company is committed to fair and equal opportunity and to
providing a safe and conducive work environment that is free from any
kind of harassment including sexual harassment for employees. All
employees are trained and sensitized on the prevention of harassment at
the time of their joining and periodically thereafter. The Company has
adopted a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder as amended from
time to time. Your Company has not received any complaint during the
year under review and has complied with provisions relating to the
constitution of the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

MATERNITY BENEFIT

During the period under review, The Company has complied with the
provisions of relating to the Maternity Benefit Act, 1961
AWARDS AND RECOGNITIONS

During the year, the Company undertook initiatives in its chosen area of
business to emerge as a truly global brand. Several awards and rankings
continue to endorse your Company as a thought leader in the industry.
The Company was honored with the Best Employer-2025 Award in the
Large Scale Industry category. The award was presented at a ceremony
held on March 12, 2026, organized by The Employers' Association of
Rajasthan. This recognition reflects the Company's commitment to
fostering an inclusive, employee-centric, and high-performance
workplace.

Further, the Company was also awarded the Certificate of Compliance
by WRAP (Worldwide Responsible Accredited Production) on April
10, 2025. This globally recognized certification demonstrates the
Company's continued commitment to maintaining the highest
standards of ethical, safe, and socially responsible manufacturing
practices.

OTHER DISCLOSURES

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

1. There were no issue of equity shares with differential rights as to
dividends, voting, or otherwise.

2. There was no issue of shares including sweat equity shares to
employees ofthe Company under any scheme.

3. There were no material changes and commitments in terms of
Section 134(3)(l) of the Companies Act, 2013, affecting the
financial position of the Company between the end of the financial
year to which this financial statement relates on the date of this
report.

4. There were no significant and material orders passed by the
Regulators or Courts or Tribunals, which would impact the going
concern status ofthe Company and its future operations.

5. There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016.

6. The requirement of disclosure of details of the difference between
the amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan from the
Banks or Financial Institutions along with the reasons thereof, is
not applicable during the period under review.

7. There are no agreement impacting management or control of the
Company or imposing any restriction or create any liability upon
the Company.

CAUTIONARY STATEMENT

Statements in the "Board's Report" and the "Management Discussion
and Analysis Report" describing the Company's objectives,
projections, estimates, expectations, or predictions may be considered
as "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. The factors that might influence the
operations of the Company are economic conditions, government
regulations and natural calamities over which the Company has no
control. The Company assumes no responsibility in respect of the
forward-looking statements herein, which may undergo changes in the
future based on subsequent developments, information or events.

APPRECIATION

We would like to record our gratitude and appreciation to all our
stakeholders including the Central and State Government Authorities,
Banks, Local Communities, Government/Regulatory authorities,
customers, business associates, vendors, shareholders and investors
forming part of the Company for their continued cooperation and
support during the year and look forward to their continued support in
future. Your support holds us in good stead and motivate us to pursue
greater opportunities, responsible growth and enhanced delivery of our
strategy. Your directors also take this opportunity to thank our
employees, whose enthusiasm, energy and zeal, help us in progress
along with our vision.

For and on behalf of the Board of DirectorsMahima P. Agarwal Gaurav Goenka

Director Joint Managing Director & CEO

(DIN: 03588809) (DIN: 00375811)

Place : Chennai
Date : 14^th August, 2026