Your Directors are pleased to present their 50^th Annual Report on the business and operations of the Company together with
Standalone and Consolidated Audited Financial Statements (Ind AS based) for the Financial Year ended 31^st March, 2025 and the
report of the Auditors thereon.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year ended 31^st March, 2025 are summarized below:-

(C In Crores)

PERFORMANCE REVIEW & STATE OF COMPANY'S AFFAIRS

During the year under review, the performance of the Company had been notably good particularly the last quarter of the year
driven by higher production and sales realization of Caustic Soda Lye and Flakes. Your Directors believe that the results would
have been much encouraging but for marginally increase in power consumption per ton of Caustic Soda Lye, cost of power
supplied by the Punjab State Power Corporation Limited and not achieving expected power generation from the Company's 35
MW Captive Power Plant due to some operational issues. The performance would have been further accelerated but for running
of Stable Bleaching Powder and Aluminum Chloride plants at lesser capacity due to sluggish demand in the market. Despite these
challenges, the Company remained resilient and continued to focus on operational efficiencies and market responsiveness.

The Company has recorded an EBITDA of C89.23 Crores during the Financial Year ended 31^st March, 2025 as compared to C26.34
Crores in the previous financial year denoting an increase of 238.76%. The Capacity Utilization at 84% with production of 1,38,068
MT of Caustic Soda Lye (CSL) during the year under review was higher against 1,18,899 MT denoting 77% Capacity Utilization in
the preceding year. Consequently, Net Sales Turnover has increase by 34.44% to C533.58 Crores during the financial year ended
31^st March, 2025 as against Net Sales Turnover of C396.87 Crores during the previous financial year. The combined average sales
realization (net of GST) has increased from C33,959/- per ECU in the Financial Year ended 31^st March, 2024 to C38,423/- for the

financial year ended 31^st March, 2025. All these factors led the
Company's Net Profit before Tax to the level of C15.12 Crores for
the financial year ended 31^st March, 2025 as against Net Loss
before Tax of C31.43 Crores during the previous financial year.

ASSOCIATE COMPANY

As on 31^st March, 2025, the Company has only one Associate
Company namely Flow Tech Chemicals Private Limited (FTCPL),
a Promoter Group Company. The total Revenue of FTCPL
was C275.44 Crores with Profit before tax of C3.56 Crores as
compared to the Revenue of C228.78 Crores with Net Profit before
tax of C1.47 Crores in the previous year. There are no Subsidiary
or Joint Venture Companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act"). Pursuant to Section 129(3)
of the Act read with Rule 5 of the Companies (Accounts) Rules,
2014, the Statement containing salient features of the financial
statements of the Associate Company in Form AOC-1 is given in
Annexure - I, forming part of this Report.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company did not
undertake any issuance or allotment of shares. As a result,
there has been no change in the paid-up share capital of the
company.

PERFORMANCE AT THE CONSOLIDATED LEVEL

The Company's Associate Company Flow Tech Chemicals
Private Limited (FTCPL) which is primarily engaged in the
manufacturing of Chlorinated Paraffin (CP) a widely used
Plasticizer and Hydrochloric Acid. FTCPL is one of the major
consumer of Chlorine, resulting substantial dependence of our
Company on its Associate company for the disposal of Chlorine
and sustainable operations.

At Consolidated Level, Profit after Tax of the Company was
C3.56 Crores during the Financial Year 2024-25 as against Loss
after tax of C25.33 Crores in the previous year.

Due to prevailing cash flow scenario, the Directors regret their
inability to recommend any dividend for the financial year
ended 31^st March, 2025 for payment to the equity shareholders
of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company

has formulated and adopted the Dividend Distribution
Policy, which is available on the website of the Company at
https://www.primochemicals.in/ page/investors.

FINANCE

During the year, your Company has availed a Term Loan
from HDFC Bank to meet the fund requirements related to
renovation /construction work of the Company's Corporate
and Registered Office Building. The details of the said finance,
forms part of Notes of the Financial Statements.

DEPOSITS

During the year under review, the Company has not accepted
any deposit from the public within the meaning of Section 73
of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There had been no material changes and commitments during
the period from end of Financial Year under review till the date
of this Report which may be affecting the financial position of
the Company.

CURRENT OPERATIONS & OUTLOOK

The performance of the Company showed improvement,
largely attributable to favorable market conditions and
increased demand of its products. Your Company has done
well in the first quarter ended 30^th June, 2025 of the financial
year 2025-26, reflecting a positive start of the year. The average
capacity utilization of Caustic Soda Plant during the said period
was 83% as compared to 81% in the corresponding period
of the preceding financial year. The combined average sales
realization in this period increased to C41121 per ECU - an
increase of C5044 per ECU over the combined sales average
realization of C36077 per ECU during the corresponding period
in the financial year 2024-25. The Net Profit (before tax) has
been C7.09 Crores on a Sales Turnover of C141.94 Crores against
a Net Profit (before tax) of C3.04 Crores on a Sales Turnover of
C121.93 Crores in the corresponding period of the preceding
financial year.

The Company has secured long-term coal linkages with an
Annual Contracted Quantity of 1,25,000 MT for a period
of 10 years or the life of the mine, whichever is earlier, by

entering into Fuel Supply Agreements dated 1^st July, 2024
with Northern Coalfields limited, a subsidiary of Coal India
Limited, Government of India Undertaking. This arrangement
will ensure a sustainable and reliable supply of coal to the
Company's Captive Power Plant. The Company is also actively
addressing operational issues at the Captive Power Plant to
enhance efficiency and ensure optimal performance.

Business Outlook forms a part of Management Discussion and
Analysis section.

CREDIT RATING

The details of Credit Rating are disclosed in the Corporate
Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies
(Meetings of the Board and its Powers) Rules, 2014, disclosures
relating to loans, guarantees and investments as on 31^st March,
2025 are given in the Notes to the Financial Statements.

ENVIRONMENT AND ENERGY CONSERVATION

As a responsible chemical manufacturer, the Company
consistently strives to operate in an environmentally sustainable
manner, with a strong emphasis on safety, compliance, and
good housekeeping practices.

The Company accords high priority to maintaining clean air and
a healthy living environment for communities in and around
its manufacturing facility. The Company has in place adequate
pollution control equipment and all the equipment's are in
operation. During the financial year 2024-25, a comprehensive
Safety Audit of the plant was conducted by the National
Safety Council. The Company is actively implementing the
recommendations arising from the audit to further strengthen
its safety systems and practices.

The Company remains committed to enhancing energy
efficiency across its operations. Regular energy audits are
conducted to identify opportunities for energy conservation
and process optimization. During the financial year 2024-25,
an Energy Audit was carried out by NITCON Limited. The
recommendations provided are currently under various stages
of implementation to improve overall energy performance.

The information relating to the Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo as required to be disclosed pursuant to the provisions

of Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014, is given in
Annexure-II forming a part of this report.

LISTING

The Equity Shares of the Company continue to be listed on BSE
Limited. In response to the Company's application for direct
listing on the National Stock Exchange of India Limited (NSE),
NSE, vide its letter dated 17^th April, 2025, granted listing and
trading approval for the Company's Equity Shares on its Main
Board with effect from 22^nd April, 2025. Accordingly, the Equity
Shares of the Company are now listed and actively traded on
both BSE and NSE.

The Annual listing fees for the year 2025-26 have been duly
paid to both BSE Limited and National Stock Exchange of India
Limited.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company didn't fall within
the ambit of Section 135(1) of the Companies Act, 2013.
However, in line with its commitment to social responsibility
and in accordance with its CSR Policy, the Company voluntarily
spent C34.41 lacs on routine CSR activities. The detailed report
as per Section 135 of the Companies Act, 2013 read with the
Companies (CSR Policy) Rules, 2014 has been attached as
Annexure III.

The particulars of the Corporate Social Responsibility
Committee constituted by the Company pursuant to the
provisions of Section 135 of the Companies Act, 2013 and
the rules made thereunder are included in the Corporate
Governance Report annexed and forming part of this Report.

HUMAN RESOURCES

At Primo Chemicals Limited, it has been our continuous
endeavor to foster safe, healthy, and environmentally
friendly work practices, supported by strong leadership
and management commitment, to ensure sustainable
business growth.

The Company continued to focus on the development and
upgradation of its human resources through regular training
and skill enhancement programs. Industrial relations remained
cordial throughout the financial year under review, contributing
to a stable and productive work environment.

The Particulars of Employees and Managerial Remuneration
under Section 197(12) of the Companies Act, 2013 read

with Rule5(1), (2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given
in Annexure - IV forming a part of this Report.

As per the requirement of the first proviso to Section 136(1)
of the Companies Act, 2013, the Annual Report excluding
the aforesaid information is being sent to the members of
the Company which will be available for inspection at the
Registered Office of the Company during working hours.
Members interested in obtaining the said information will be
furnished the same upon receipt of the request.

POLICY ON PREVENTION OF SEXUAL
HARASSMENTAT THE WORKPLACE

The Company has zero tolerance for Sexual Harassment at
Workplace and has in place a "Policy on Sexual Harassment
at Workplace" pursuant to Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules made thereunder. The Policy aims to provide
protection to employees at the Workplace and prevent and
redress complaints of sexual harassment. The Policy has
been framed with the objective of providing a safe working
environment, where employees feel secure. This policy is being
enforced in a positive manner.

Internal Complaints Committee has been setup to redress
complaints regarding sexual harassment. During the calendar
year ending 31^st December, 2024, the details of the complaints
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are detailed
as under:

1. No. of Complaints of sexual harassment received during the
period: Nil

2. No. of Complaints disposed during the period: Nil

3. No. of cases pending for more than ninety days: Nil

MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE REPORT, BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT

(i) Management Discussion and Analysis

As per SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Management Discussion and
Analysis Report for the financial year 2024-25 is annexed
as Annexure - V forming part of this report.

(ii) Corporate Governance Report

The Company has complied with the Corporate

Governance Code as stipulated under the Listing
Regulations. The Corporate Governance Report for the
financial year 2024-25 and Auditors' Certificate regarding
compliance of conditions of Corporate Governance are
also annexed as Annexure - VI forming part of this report.

(iii) Business Responsibility & Sustainability Report

The Business Responsibility and Sustainability Report
(BRSR) for the year ended 31^st March, 2025 as stipulated
under Regulation 34(2)(f) of SEBI Listing Regulations
is annexed as Annexure VII which forms part of this
Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, particularly those relating to the
conduct of Board Meetings and General Meetings.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the Board of Directors of the Company
comprised 8 (Eight) Directors, including 2 (Two) Executive
Directors, 2 (Two) Non-Executive Non-Independent Directors,
and 4 (Four) Non-Executive Independent Directors, one of
whom is a Woman Independent Director.

Shri Tilak Raj Bajalia (DIN: 02291892), Shri Ashok Goyal (DIN:
08930828) and Shri Kuldip Singh Suhag (DIN: 08925842) will
complete their first term of 5 (Five) years as Independent
Directors of the Company on 30^th November, 2025. Based on
the recommendation of the Nomination & Remuneration
Committee and the Board of Directors, the proposal for the
re-appointment of Shri Tilak Raj Bajalia, Shri Ashok Goyal
and Shri Kuldip Singh Suhag as Independent Directors of
the Company for a second term of 5 (Five) consecutive years
commencing from 1^st December, 2025 to 30^th November, 2030
(both days inclusive), is being placed before the shareholders
for approval at the ensuing 50^th Annual General Meeting.
Accordingly, resolutions seeking Members' approval for their
re-appointment forms part of the Notice convening the
50^th AGM.

Declaration of Independent Directors

As on 31^st March, 2025, the Company has four Independent
Directors on its Board including a woman Independent
Director. All the Independent Directors have met the
requirements specified under Section 149 (6) of the Act, 2013

regarding holding the position of 'Independent Director' and
the necessary Declaration from each Independent Director
under Section 149(7) of the Act has been received.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors re-appointed /
proposed to be re-appointed and already on the Board. In
terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company are registered on the
Independent Director Databank maintained by the Indian
Institute of Corporate Affairs (IICA).

Meeting of Board of Directors

Five meetings of the Board were held during the year under
review. For details, please refer to the Corporate Governance
Report, which is a part of this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013
and under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out
an Annual Performance Evaluation of its own performance, its
Committees and all the Directors individually. The performance
of the Independent Directors was evaluated by the entire
Board except the person being evaluated. The exercise of
performance evaluation was carried out electronically through
a secure application.

The evaluation of Non-Independent Directors, Chairman
and the Board as a whole was done at a separate meeting
by the Independent Directors.

The Nomination and Remuneration Committee also reviewed
the performance of all Directors of the Company. The same was
discussed in the Board Meeting that followed the meeting of the
Independent Directors and the Nomination and Remuneration
Committee. The criteria for evaluation of the performance of
the Directors (including Independent Directors) is placed on
the Company's website at https://www.primochemicals.in/
page/investors.

Retirement by Rotation

In accordance with the provisions of the Articles of Association

of the Company, read with Section 152 of the Companies Act,
2013, Shri Jagbir Singh Ahlawat, Director of the company,
retires by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment.

Necessary Resolutions for the re-appointment of aforesaid
Director, wherever applicable, have been incorporated in the
Notice convening the ensuing 50^th Annual General Meeting.
As required under the Listing Regulations and Secretarial
Standards on General Meetings issued by ICSI, the relevant
details of Director retiring by rotation at the ensuing AGM is
furnished as 'Annexure A' to the Notice of AGM.

Committees of the Board

Pursuant to the requirements under the Companies Act, 2013
and the Listing Regulations, the Board has constituted the
following committees:

a. Audit Committee

b. Stakeholders Relationship cum Share Transfer Committee

c. Nomination & Remuneration Committee

d. Corporate Social Responsibility (CSR) Committee

e. Risk Management Committee

The details of the Committees viz. Composition, number of
meetings held and attendance of the Committee Members in
the meetings are given in the Corporate Governance Report
forming part of this Annual Report.

The Company has formulated a Risk Management Policy as per
the requirement under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 which can be accessed on the
Company's website at https://www.primochemicals.in/page/
investors. The said Policy includes identification, assessment,
response and monitoring system for mitigation of various risks.

Key Managerial Personnel ('KMP')

The Board of Directors of the Company has appointed CA
Sunil Parsad in place of Shri Arun Kumar Kaushal as Chief
Financial Officer of the Company with effect from 1^st July, 2024
upon recommendation of Nomination and Remuneration
Committee of the Company.

As on 31^st March, 2025, the Company has the following Key
Managerial Personnel as per Section 2(51) of the Companies
Act, 2013:

1. Shri Naveen Chopra, Managing Director

2. Shri Jatin Dahiya, Executive Director

3. CA Sunil Parsad, Chief Financial Officer

4. CS Sugandha Kukreja, Company Secretary and Chief HR
Officer.

INTERNAL FINANCIAL CONTROL WITH RESPECT
TO FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Controls
with respect to financial statements. No material weakness in
the design or operation of such controls was observed during
the financial year 2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial
year ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

(ii) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the period under review;

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

(iv) The Directors have prepared the annual accounts for
the financial year ended 31^st March, 2025 on a 'going
concern' basis;

(v) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

(vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

RELATED PARTY TRANSACTIONS

Consequent upon acquisition of the Company by new
management in October 2020, the Companies with which
the Company had already been dealing with and had already
entered into Agreements, have become related parties. All
the contracts /arrangements/transactions with Related Parties
during the year were in the ordinary course of business and/
or the same were at arm's length. Also, there were no material
related party contracts entered into by the Company during the
year under review. Accordingly, the disclosure of related party
transactions as required is not applicable under Section 134(3)
(h) of the Act in Form AOC-2 for the financial year 2024-25.

During the year, all related party transactions were placed
before the Audit Committee and Board of Directors for approval.

Prior Omnibus approval of the Audit Committee has been
obtained for related party transactions, which are repetitive
in nature. The transactions entered into pursuant to Omnibus
approval so granted are reviewed on a quarterly basis by the
Audit Committee.

In terms of Regulation 23 of the SEBI Listing Regulations, the
Company submits details of related party transactions on
consolidated basis half-yearly as per the specified format to the
stock exchange(s).

In line with the requirements of the Companies Act, 2013 and
the SEBI Regulations, the Company has formulated a Policy
on Related Party Transactions which can be accessed on the
Company's website at https://www.primochemicals.in/page/
investors.

Detailed Disclosure on Related Party transactions have been
provided under the Notes on Financial Statements.

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Board of Directors of the Company has in place the
Policy on Vigil Mechanism and Whistle Blower. The same has
also been placed on the Company's Website at https://www.
primochemicals.in/page/investors.

AUDITORS & REPORTS THEREON

Statutory Auditors

M/s. S. Tandon & Associates LLP, Chartered Accountants (Regn.
No.006388N), Statutory Auditors of the company, had been

appointed by the shareholders in the Annual General Meeting
held on 15^th September, 2022 for a period of five years i.e.
from the conclusion of 47^th Annual General Meeting until the
conclusion of the Annual General Meeting to be held in the
year 2027, at such remuneration as may be fixed by the Board
of Directors.

The Report given by the Auditors on the financial statements of
the Company is part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.

Cost Auditors

The Board of Directors of the Company at its Meeting held on
30^th May, 2025 has appointed M/s. Kabra & Associates, Cost
Accountant in practice, as Cost Auditors for the Financial Year
2025-26 as per the provisions of the Companies Act, 2013 to
conduct the audit of Cost Records maintained by the Company
at a remuneration of C80,000/- plus applicable GST besides the
reimbursement of out of Pocket Expenses.

As per the provisions of the Companies Act, 2013, your Directors
propose the Resolution in the Notice for the ensuing Annual
General Meeting, in respect of remuneration payable to the
Cost Auditors for the Financial Year 2025-26 for your ratification
and approval.

The Company maintains necessary cost records as specified by
the Central Government under sub-section(1) of Section 148
of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014.

Secretarial Auditor

M/s. A. Arora & Co., Practising Company Secretaries, were
appointed as Secretarial Auditors of the Company for the
Financial Year 2024-25. Their Secretarial Audit Report of the
Company for the financial year ended 31^st March, 2025 is
annexed as Annexure-VIII to this Report. The Report does
not contain any qualification. M/s. A. Arora & Co., Practising
Company Secretaries have been re-appointed as Secretarial
Auditors of the Company for the financial year 2025-26.

In accordance with the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors, based on the recommendation of the
Audit Committee, has approved the appointment of M/s. A.
Arora & Co., Practising Company Secretaries, as the Secretarial

Auditors of the Company. The proposed appointment is for
a term of five (5) consecutive financial years commencing
from FY 2025-26 and ending with FY 2029-30, subject to the
approval of the Members at the ensuing 50^th Annual General
Meeting (AGM). Accordingly, a resolution seeking Members'
approval for the said appointment forms part of the Notice
convening the 50^th AGM.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance
Report for the financial year ended 31^st March, 2025 from M/s.
A. Arora & Co., Practising Company Secretaries in compliance
with the Regulation 24A of the SEBI Listing Regulations. The
said Report for the financial year ended 31^st March, 2025 has
been submitted to the Stock Exchanges within the prescribed
statutory timelines.

ANNUAL RETURN

Pursuant to Section 92(1) of the Companies Act, 2013 read with
Rule 11 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is placed on
the Company's Website and can be accessed at web link:
https://www.primochemicals.in.com/page/investors.

OTHER DISCLOSURES

i) There is no change in the nature of business of the
Company.

ii) There is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year.

iii) There was no instances of one time settlement with Banks
or Financial Institutions during the year.

iv) During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the
audit committee, under Section 143 (12) of the Companies
Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which
would need to be mentioned in the Board's report.

v) During the year, no unclaimed dividend was required
to be transferred in the Investor Education & Protection
Fund of IEPF Authority.

vi) There are no significant and material orders passed by
the Regulators or Courts or tribunals impacting the going
concern status and the Company's operations in future.

vii) The Company has complied with the provisions related to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued support and confidence extended by the
Company's investors, participating banks, Central and State Government authorities, customers, and suppliers.

The Board also expresses its deep appreciation to all employees for their dedicated service, hard work, and commitment, which
have enabled the Company to overcome challenges and achieve its objectives during the year.

For and on behalf of the Board
Sd/-

(SUKHBIR SINGH DAHIYA)

Place: Chandigarh Chairman

Date:14^th August, 2025 DIN: 00169921