POCL Enterprises Ltd

Scheme overview

• Amalgamation of Transferor into Transferee under CA 2013; NCLT order convokes meetings.

Rationale

• Combines complementary metal recycling with manufacturing to improve integration, cost efficiency, and regional reach.

Key terms

• Nature: Amalgamation; Appointed Date: April 1, 2026 or as approved by Tribunal.
• Arm's length: exchange ratio derived from independent valuation; not related-party.
• Approvals: NCLT order; BSE no-objection; approvals pending meetings.
• Equity exchange: 13 POEL shares per 100 Transferor equity shares.
• Preference exchange: 5 POEL shares per 100 Transferor NCRPS.
• Listing: New shares to be listed; Transferor shares cancelled; lock-in applies.

Financial impact

• Transferor net worth negative; turnover 17,937.15 Lakhs.
• Transferee net worth positive; turnover 62,038.36 Lakhs.
• Convertible warrants: 5,62,782 warrants; Rs 202; potential capital increase on exercise.
• Transferee authorized capital: 7.5 crore; paid-up: 3,07,66,083 shares.
• Unlisted Transferor shares; Transferee already listed on BSE.

Stakeholders impact

• Shareholders receive New Equity Shares via exchange; Transferor holders become POEL shareholders.
• Creditors: Meetings summoned; approvals via affidavits; some meetings dispensed with.
• Operations: Integrated entity; improved supply chain control; regional expansion plans.

Status & next steps

• NCLT order 13 Oct 2026; convening meetings on 27 Nov 2026.
• Meetings to approve the Scheme; next filings and approvals expected.

AGM Details

• AGM held on 28 September 2026.

Resolution: Auditor Appointment

• Ordinary resolution approved appointment of M/s. R K C G & Associates LLP as Auditor for five years.

Voting Result

• Ordinary resolution passed.

Auditor Appointment Details

• Date of appointment: 28 September 2026; Five-year term from 38th AGM to 43rd AGM.

AGM Details

• 38th AGM held on September 28, 2026; ordinary resolution approved auditor appointment.

Auditor Appointment

• Ordinary resolution approved appointment of R K C G & Associates LLP as Statutory Auditor.
• Appointment to fill casual vacancy arising from resignation of CNGSN & Associates LLP.
• Effective from August 15, 2026, until the conclusion of the 38th AGM.
• FRN: 000643S/S000160.

AGM Details

• 38th AGM held on 28 September 2026.

Key Resolutions

• Re-appoint Sunil Kumar Bansal as Managing Director for 01/04/2027–31/03/2030.
• Re-appoint Devakar Bansal as Managing Director for 01/04/2027–31/03/2030.
• Re-appoint Harsh Bansal as Whole-time Director for 01/06/2027–31/05/2030.
• Re-appoint Amber Bansal as Whole-time Director for 01/06/2027–31/05/2030.
• Re-appoint Shyam Sunder Tikmani as Independent Director for 29/12/2026–28/12/2031.

Director Changes

• MD Sunil Kumar Bansal re-appointed for 3 years from 01/04/2027.
• MD Devakar Bansal re-appointed for 3 years from 01/04/2027.
• WTD Harsh Bansal re-appointed for 3 years from 01/06/2027.
• WTD Amber Bansal re-appointed for 3 years from 01/06/2027.
• Independent Director Shyam Sunder Tikmani re-appointed for 29/12/2026–28/12/2031.

Voting Results

• All resolutions approved at the AGM.

AGM Details

• AGM held on 28 September 2026 at 5:00 PM via VC/OAVM.
• Meeting ended at 6:46 PM.
• Record date for voting: 21 September 2026.

Key Resolutions & Outcomes

• Adopt standalone financial statements for FY2026; ordinary; passed.
• Adopt consolidated financial statements for FY2026; ordinary; passed.
• Confirm interim dividend on equity shares; ordinary; passed; amount not disclosed.
• Declare final dividend on equity shares; ordinary; passed; amount not disclosed.
• Re-appoint Sunil Kumar Bansal as Director; ordinary; passed.
• Re-appoint Harsh Bansal as Director; ordinary; passed.
• Appoint M/s R K C G & Associates LLP as statutory auditors; ordinary; passed.
• Appoint R K C G as statutory auditors to fill casual vacancy; ordinary; passed.
• Ratify remuneration of Cost Auditor for FY2026; ordinary; passed.
• Re-appoint Shyam Sunder Tikyani as Independent Director; special; passed.
• Re-appoint Devakar Bansal as Managing Director; special; passed.
• Re-appoint Sunil Kumar Bansal as Managing Director; special; passed.
• Re-appoint Harsh Bansal as Whole-Time Director; special; passed.
• Re-appoint Amber Bansal as Whole-Time Director; special; passed.
• Approve material related party transactions with Planetfirst Green Private Limited; ordinary; passed.
• Approve related party transactions with Trichy Metals and Alloys Private Limited (subsidiary); special; passed.
• Approve related party transactions between Planetfirst Green Private Limited and Trichy Metals and Alloys Private Limited; ordinary; passed.

Dividends

• Interim dividend on equity shares approved; amount not disclosed.
• Final dividend on equity shares approved; amount not disclosed.

Directors & Auditors

• Directors re-appointed by rotation: Sunil Kumar Bansal, Harsh Bansal, Amber Bansal.
• Independent Director re-appointment: Shyam Sunder Tikyani (second term).

Auditors & Remuneration

• Statutory auditors re-appointed: M/s R K C G & Associates LLP.
• Casual vacancy for statutory auditor filled; M/s R K C G & Associates LLP.
• Remuneration for Cost Auditor ratified.

Material Related Party Transactions

• Planetfirst Green Private Limited: material RPT approved.
• Trichy Metals and Alloys Private Limited (subsidiary): material RPT approved.
• Planetfirst Green Private Limited and Trichy Metals and Alloys Private Limited: material RPT approved.

AGM details

• Held Sept 28, 2026 at 05:00 PM via VC/OAVM.
• Quorum declared; meeting commenced.

Key resolutions

• Adopt standalone financial statements, Board's Report and Auditor's Report for FY2026.
• Adopt audited consolidated financial statements for FY2026 and Auditor's Report.
• Confirm interim dividend and declare final dividend for FY2026.
• Re-appoint Sunil Kumar Bansal on rotation.
• Re-appoint Harsh Bansal on rotation.
• Appoint RKCG & Associates LLP as Statutory Auditors; fix remuneration.
• Appoint RKCG & Associates LLP to fill casual vacancy.
• Re-appoint Shyam Sunder Tikmani as Independent Director for second term.
• Ratify remuneration of Cost Auditor for FY2026.
• Re-appoint and fix remuneration of Devakar Bansal as Managing Director.
• Re-appoint and fix remuneration of Sunil Kumar Bansal as MD.
• Re-appoint and fix remuneration of Harsh Bansal as Wholetime Director.
• Re-appoint and fix remuneration of Amber Bansal as Wholetime Director.
• Approve material RPT with Planetfirst Green Private Limited (associate).
• Approve material RPT with Alloys Private Limited (subsidiary).
• Ordinary Resolution: Approve material RPT between Planetfirst Green Private Limited and Trichy Metals and Alloys Private Limited.

Voting results

• Voting results pending; deemed passed upon receipt of requisite votes.

AGM Details

• 38th AGM held on 28 September 2026 at 5:00 PM via VC/OAVM.

Dividends & Capital Actions

• Final dividend proposed; interim dividend already declared.
• Total dividend equals interim plus final for the year.
• Preferential issue of equity shares and convertible warrants raised in prior year.

Strategic Actions & Investments

• Board approved amalgamation scheme with an associate; Appointed Date fixed; NCLT filing.
• Acquisition of majority stake in an associate strengthens southern footprint.
• LME listing achieved for lead products; enhances global reach.
• Planetfirst associate contributed turnover and POEL's share of profit; consolidated net worth improved.
• Export turnover grew significantly; international sales supported growth.
• Capital raising via preferential issue and convertible warrants supported growth.

Operations & Outlook

• Revenue from operations remained near prior year due to upgrades.
• EBITDA and PAT grew year over year.
• Outlook: maximize capacity utilization; expand zinc, copper scrap, and copper processing.
• Focus on sustainable growth and disciplined expansion.

CSR & Governance

• CSR expenditure surpassed obligation; focus on education, healthcare, sanitation, and elderly welfare.

POCL Enterprises Limited — Trading window closure from September 30, 2026; will reopen after passing of 48 hours of conclusion of the Board meeting approving the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026.