Your Board of Directors are pleased to present the 64^th Annual Report on business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended 31 March, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31 March, 2025, 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.

• Previous year's figures have been regrouped/ re-arranged wherever necessary.

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

PERFORMANCE OVERVIEW Standalone Basis

Your Company's FY 2024-25 EBITDA was ' 1039 Crores as against ' 998 Crores in the previous year. PAT for the year was ' 451 Crores, as against previous year's PAT of ' 533 Crores.

Carbon Black

Your Company's carbon black segment EBIT in FY 2024-25 was at ' 990 Crores as compared to ' 897 Crores in FY 23-24, which is an increase by ' 93 Crores due to higher volume, change in product mix and operational efficiencies.

Power

Your Company's power segment revenue (excluding inter segment revenue) in FY 2024-25 was at ' 149 Crores as compared to ' 163 Crores in FY 2023-24, which is a decrease by ' 14 crores due to lower sales volume.

PCBL (TN) Limited Performance Summary

Your Company's wholly-owned subsidiary PCBL (TN) Limited during FY 2024-25 sold 1,03,588 (excluding inter-segment sales) MT of Carbon Black. Revenue from operations (excluding inter segment revenue) during FY 2024-25 was ' 1134 Crores while EBITDA during the same period was ' 149 Crores.

Consolidated Basis

Your Group's FY 2024-25, EBITDA was ' 1384 Crores as against ' 1,074 Crores in the previous year. PAT for the year was ' 435 Crores, as against previous year's PAT of ' 491 Crores.

A detailed review of the operations of your Company for the financial year ended 31 March 2025 is given in the Management Discussion and Analysis Report, which forms a part of this Report.

For the performance of the other subsidiary companies, please refer to the Corporate Overview section of the Integrated Annual Report.

DIVIDEND

The Board of Directors of your Company at its meeting held on 10 January, 2025 had declared an Interim Dividend @ 550 %, i.e. ' 5.50 /- per equity share on the face value of Re. 1/- per equity share, for the financial year ended 31 March, 2025. The said Interim Dividend was paid on and from 29 January, 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/generalpolicies. 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

Carbon Black production during FY 2024-25 was 4,96,944 MT as compared to 4,84,035 MT in FY 2023-24 on standalone basis. Your Company's wholly-owned subsidiary PCBL (TN) Limited during FY 2024-25 produced 1,03,764 MT of carbon black. However, we are focusing on the production of value-added products in the performance and specialty chemical segment, which is having higher contribution margin.

As a manifestation of our commitment to sustainability, we are continuously working towards reduction in water and power consumption. We are endlessly strategising towards conversion of cost reduction through inventory and spare management as well as improving our reliability by strengthening preventive measure compliances condition-based monitoring and periodic reviews of SOPs.

During the year, 12 MW co-generation power plant was also commissioned at the Greenfield Project by PCBL (TN) Limited, a wholly owned subsidiary of your Company in the state of Tamil Nadu. With this, the total capacity of the cogeneration power of your Company and its subsidiary stands at 122 MW.

The brownfield expansion at our existing facility at Mundra Plant, Gujarat to produce specialty chemicals of 20,000 MTPA was commissioned during the year.

Further Brownfield expansion has been undertaken at our Palej Plant for Specialty Black & Chennai Plant for Rubber Black.

With its strategically located plants, your Company is well equipped to serve customers in India as well as all over the globe. Proximity to seaports reduces logistics costs.

CHANGE OF NAME OF THE COMPANY

During the year ended 31 March, 2025, the Company has changed its name from 'PCBL Limited' to 'PCBL Chemical Limited' pursuant to issuance of fresh Certificate of Incorporation dated 6 November, 2024 by the Ministry of Corporate Affairs, Office of the Central Processing Centre, Manesar, Plot No. 6,7, 8, Sector 5, IMT Manesar, Gurgaon, Haryana, 122050, India.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

With its continuous commitment towards sustainability, your Company has been working on enhancing its ESG efforts by undertaking a comprehensive and independent ESG strategy and assessment exercise by adhering to certain Key Performance Indicators (KPIs) derived out of materiality targets. Key material factors have been sharply defined in alignment with the context of the business and Double Materiality Assessment. These are 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, Leadership and Governance.

Company had taken SBTi aligned targets for the reduction of GHG emissions under three scopes including the target to achieve Net Zero by 2050. Company has joined the UN Global Compact Network India (UNGCNI) as part of ongoing commitment to sustainability.

For the FY 2024-25, your Company had conducted a carbon footprint accounting process across all manufacturing plants and offices. The GHG emissions covered by the report include both direct and indirect emissions generated by the business. The GHG emission intensity (tCO₂ emission/ MT production of carbon black) was 1.91 tCO₂e/MT for Scope1 and Scope2 in FY 2024-25. Eleven categories out of total fifteen were found to be applicable for your Company while calculating GHG emission under Scope3.

Your Company's specific key risks and opportunities relating to ESG material issues have been identified. Action plans have been formulated to achieve the targets under each of the identified key material issues. Implementation of some of the action plans to mitigate the risks and exploring the opportunities may have long lead times, but your Company is committed to this.

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, 2025 stood at ' 37.75 Crores. 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, 2025, none of the Directors of your Company hold shares or convertible instruments of your Company.

SCHEME OF AMALGAMATION OF AQUAPHARM CHEMICALS PRIVATE LIMITED (ACPL) WITH ADVAYA CHEMICAL INDUSTRIES LIMITED (ACIL)

The Board of Directors of Advaya Chemical Industries Limited (“ACIL” or “Transferee Company”), a subsidiary of the Company, and the Board of Directors of Aquapharm Chemicals Private Limited (“ACPL” or “Transferor Company”), a wholly owned subsidiary of ACIL, at their respective meetings held on 1 August, 2024 approved the Scheme of Amalgamation of ACPL with ACIL under Section 233 and other applicable provisions of the Companies Act, 2013 (“Scheme”). The Scheme provides for amalgamation of ACPL with ACIL and other matters incidental thereto.

The Central Government through the Regional Director, Western Region, Ministry of Corporate Affairs (“Regional Director”) vide order dated 6 December, 2024 has approved the Scheme. Consequently, ACPL stands amalgamated with ACIL and ACPL ceases to exist as a separate entity. Post amalgamation, the name of Transferee Company has been changed from 'Advaya Chemical Industries Limited' to 'Aquapharm Chemical Limited'.

JOINT VENTURE

The Board of Directors of the Company, at its board meeting held on 16 March, 2024 granted authorisation to execute the Joint Venture Agreement dated 16 March, 2024 between the Company and Kinaltek Pty Limited (“Kinaltek”) as novated and amended vide joint venture novation and amendment agreement between the Company, Kinaltek and Kindia Pty Limited as a trustee of Kindia Unit Trust (“Kindia”) dated 17 September, 2024 (“Joint Venture Agreement”). The Company incorporated a wholly owned subsidiary Nanovace Technologies Limited (“JV Company”), on March 29 March, 2024.

During the year ended 31 March, 2025, the Company invested ' 2.55 crores as equity contribution which represents 51% of the shareholding in the JV Company and

Kindia invested ' 2.45 crores as equity contribution which represents 49% of the shareholding in the JV Company. Further, the Company invested ' 194.80 crores by way of subscription to optionally convertible debenture (OCDs) and Kindia invested ' 1.66 crores by way of subscription to compulsorily convertible debentures (CCDs).

PREFERENTIAL ISSUE

The Preferential Issue Committee of the Board of Directors of the Company at its Meeting held on 7 May, 2024, has approved the allotment of warrants of the Company, on a preferential basis by way of a private placement. The Company had 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 (25% of the issue price) per warrant amounting to ' 112 crores was received as the initial subscription amount at the time of allotment of the warrants during the year. The amount raised, has been used fully for the purposes for which the funds were raised.

SUBSIDIARY COMPANIES

The Company has 3 unlisted wholly owned subsidiaries as on date, namely, PCBL (TN) Limited, PCBL Europe SRL and Phillips Carbon Black Cyprus Holdings Limited (PCBCHL), 1 unlisted subsidiary company namely, Nanovace Technologies Limited (NTL) and 1 debt-listed subsidiary namely, Aquapharm Chemical Limited (formerly known as Advaya Chemical Industries Limited). PCBCHL has its step-down subsidiary namely, Phillips Carbon Black Vietnam Joint Stock Company. Aquapharm Chemical Limited (ACL) has its step-down subsidiaries, namely, Aquapharm Europe B.V., Unique Solutions for Chemical Industries Company (USCIC), Aquapharm Chemicals LLC (AC LLC) and Aquapharm Foundation. USCIC has its step-down subsidiary, namely, USCI LLC. AC LLC has its step-down subsidiaries, namely, Aquapharm PChem LLC and Aquapharm Specialty Chemicals LLC. NTL has its step-down subsidiary namely, Enersil Pty Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

Pursuant to the provisions of Sections 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of your Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours till the date of the AGM of the Company. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at www.pcblltd.com.

MATERIAL SUBSIDIARIES

As on 31 March, 2025, your Company had 1 unlisted material subsidiary i.e. PCBL(TN) Limited and 1 debt-listed material subsidiary i.e. Aquapharm Chemical Limited (formerly known as Advaya Chemical Industries Limited). Your Company has formulated a policy for determining Material Subsidiaries. The policy on Material Subsidiary is available on your Company's website and may be accessed at the link:. https://www.pcblltd. com/investor- relation/general-policies.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries are covered in the Corporate Governance Report, which forms part of this Integrated Annual 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 Annual Report, marked as ‘Annexure -A'.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31 March, 2025 prepared in accordance with Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is made available on the website of your Company and can be accessed at https://www.pcblltd.com/investorrelation/ 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 Annual 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 2024-25 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 in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company has an Internal Audit team that is responsible for independently evaluating the adequacy and effectiveness of all internal control designs and implementation, risk management, systems and processes. Internal Audit team is manned by appropriately skilled, experienced and qualified personnel. The Internal Audit plan is also aligned with the business objectives of the Company which is reviewed and approved by the Audit Committee. The details on Internal Control Systems and their adequacy are provided in the Management Discussion and Analysis which forms part of this 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 Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.pcblltd.com/ investor-relation/generalpolicies. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review is annexed marked as ‘Annexure C' and forms part of this Integrated Annual Report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2024-25 have been utilised for the purpose and in the manner approved by the Board of Directors of your Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards to employees and business associates reporting unethical practices and encourages employees to report genuine concerns or grievances such as unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. It also provides for multiple ways to promptly report any suspected or potential violation of PCBL Code of Conduct. Stakeholders are encouraged to report any suspected or potential violations of laws or regulations or PCBL Code of Conduct, through any of the channels mentioned therein. All employees and Directors have access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.

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 31 March, 2025, your Company has not received any complaint under the vigil mechanism / whistle blower policy.

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

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation

of its own performance, performance of the Directors including Chairman's assessment as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation process for the Board, its Committees and Directors.

During the financial year ended 31 March, 2025, your Company engaged a leading HR Consulting Firm for carrying out and implementation of the Board Evaluation survey. With regard to the same, the leading HR Consulting Firm has been engaged in the process of compilation of the report and feedback received from the Board Members, Committee Members and Directors in the questionnaires circulated and for identifying key inferences and observations with respect to Performance Evaluation of the Directors. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

The criteria for performance evaluation of the Board included aspects such as Board composition and quality, setting strategy, overall direction, effectiveness of Board processes, Board and management relations, contribution, board development, timeliness of information etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effective participation of members of the Committees, deliberations and suggestions made by the Committee, effectiveness of the Committee's recommendation for the decisions of the Board, etc. A separate peer review exercise was carried out to evaluate the performance of Individual Directors. The performance evaluation of the Chairman of the Board was also carried out, considering the views of all the remaining Directors.

Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non-executive Directors and other items 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 Annual 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/generalpolicies.

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, i.e. transactions exceeding rupees one thousand crore or ten per cent of the annual consolidated turnover as per the last audited financial statements.

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/investorrelation/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 appropriately. The Board has formed a Sustainability and Risk Management Committee (SRMC) inter-alia to frame, implement and monitor the risk management plan for your Company. The SRMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area

of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Corporate Overview section, which forms part of this Integrated Annual 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 Annual 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 Annual Report. However, in terms of Section 136 of the Act, the Integrated Annual 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 no change in the Key Managerial Personnel (KMPs) of your Company

and the Company had the following KMPs as on March 31, 2025 as per Section 2(51) of the Act:

LISTING

The equity shares of your Company continue to be listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non- convertible debentures issued by your Company was listed on BSE Limited. Your Company has paid the requisite listing fees to all the Stock Exchanges for FY 2025-26.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The

Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), the Statutory Auditors of your Company, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.pcblltd.com/ investor-relation/share-information/code-of-conduct .

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 (Eight) 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 Annual 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 Annual 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 fulfil their duties as Independent Directors.

STATUTORY AUDITORS AND AUDITOR'S REPORT

At the AGM of the Shareholders of your Company held on 28 June, 2022, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having Firm Registration No. 301003E/ E300005, have been re-appointed as the Statutory Auditors of your Company to hold office for the 2^nd term of five consecutive years from the conclusion of the sixty first (61^st) AGM till the conclusion of the 66^th AGM of your Company to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of your Company.

The Report given by M/s. S R Batliboi and Co. LLP, Chartered Accountants on the financial statement of your Company for the FY 2024-25 is part of this Integrated Annual Report. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Representatives of Statutory Auditors of your Company attended the previous AGM of your Company held on 28 August,2024.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by your Company relating to manufacturing of Carbon Black and generation and transmission of electricity at its plants located at Durgapur in West Bengal, Kochi in Kerala, Mundra and Palej in Gujarat, is required to be audited. Accordingly, the Directors of your Company had, on the recommendation of the Audit Committee of the Board of Directors of your Company, appointed Messrs Shome & Banerjee, to audit the cost accounts for the FY 2025-26 at a remuneration of ' 5,50,000/- (Rupees Five Lakhs Fifty Thousand only). As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking ratification of the Members for the remuneration payable to Messrs

Shome & Banerjee, Cost Auditors is included at Item No. 5 of the Notice convening the AGM.

Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year ending 31 March, 2026.

Your 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 was carried out by M/s. Anjan Kumar Roy & Co., Company Secretaries (Membership No. FCS 5684, CP No. 4557) for the financial year ended on 31 March, 2025.

The Report given by the Secretarial Auditors is marked as ‘Annexure -E' and forms a part of the Board's Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no details is required to be disclosed under Section 134 (3)(ca) of the Act.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024, the Board has recommended to appoint M/s. Anjan Kumar Roy & Co., Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years covering the period from the financial year ending on 31 March, 2026, till financial year ending 31 March, 2030, subject to the approval of the Members of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretary appointed by material unlisted Indian subsidiary of your Company undertook secretarial audit for FY 2024-25. Secretarial audit report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances.

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 31 March, 2025.

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 at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, the Company has constituted an Internal Committee for conducting inquiry into the sexual harassment complaints at the work place and for taking such actions as stipulated under the said act.

Any complaint pertaining to sexual harassment is diligently reviewed, investigated and treated with great sensitivity. The Internal Committee members have been trained in handling and resolving complaints and have also designed an online POSH e-learning awareness module, for its employees.

One complaint of sexual harassment was received during the year. The Internal Complaints Committee (ICC) initiated an inquiry in accordance with the POSH Act. The respondent resigned during the pendency of the inquiry, and the complainant thereafter provided written consent to close the matter. The case was accordingly disposed of with no pending complaints as on 31 March, 2025.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2024-25, describing the initiatives taken by your Company from an Environment, Social and Governance (ESG) perspective, forms part of this Integrated Annual Report (Annexure - F). In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company. The ESG disclosures including BRSR Report have been independently assured by TUV India Private Limited.

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 Act, read with rules made thereunder and Articles of Association of your Company, Mr. Shashwat Goenka (DIN : 03486121) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Shashwat Goenka as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of AGM.

Mr. Paras K Chowdhary (DIN: 00076807) and Mr. Pradip Roy (DIN: 00026457), have completed their second and final term as an Independent Director and consequently ceased to be Independent Directors of the Company w.e.f. the close of business hours on 21 July, 2024 and 29 July, 2024 respectively.

Mr. Umang Kanoria was appointed as a Non-Executive Independent Director of the Company for the 1^st term of five consecutive years with effect from 9 October, 2024.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters (“Remuneration Policy”) which is available on the website of your Company at https://www.pcblltd.com/investorrelation/general-policies. The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements.

BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and may be accessed at the link: https://www.pcblltd.com/investor-relation/ general-policies.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management.

The Nomination and Remuneration Committee (NRC) implements this mechanism in concurrence with the Board. The Succession Planning Policy for Board and Senior Management is available on your Company's website and may be accessed at the link: 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 Act and SEBI Listing Regulations are provided in Pg no. 170 of this Integrated Annual Report.

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

Key Financial Ratios for the financial year ended 31 March, 2025, are provided in the Management Discussion and Analysis Report given in “Annexure - A”, which is annexed hereto and forms a part of the Board's Report.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security policy is reviewed periodically and the processes, 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, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a revised Code of Conduct (“Code”) to regulate, monitor and report trading in Company's shares by 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, as amended. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company's obligation to maintain a structured digital database, mechanism for

prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of price sensitive information which has been made available on your Company's website and link for the same may be accessed at https://www.pcblltd.com/investor-relation/general-policies. The employees are required to undergo a mandatory training on this Code to sensitise themselves and strengthen their awareness.

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).

4. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

5. There was no revision of financial statements and Board's Report.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.