Pondy Oxides and Chemicals Limited has submitted its quarterly monitoring agency report for the period ended December 31, 2025, demonstrating full compliance with regulatory requirements for its preferential issue proceeds. The report, prepared by CARE Ratings Limited as the monitoring agency, covers the utilization of funds raised through the company's preferential issue totaling Rs. 132.50 crore.

Complete Utilization of Equity Share Proceeds

The monitoring report reveals that Pondy Oxides and Chemicals Limited has fully utilized the Rs. 50.00 crore raised through preferential issue of equity shares. The funds were deployed across three key areas as originally planned in the offer document.

Warrant Proceeds Utilization Progress

For the warrant component of the preferential issue, the company has made substantial progress in fund deployment. Out of the total Rs. 82.50 crore received from warrant proceeds, Rs. 69.81 crore has been utilized by the end of December 31, 2025.

During the quarter ended December 31, 2025, the company utilized Rs. 0.47 crore, with Rs. 0.28 crore transferred to vendor accounts and Rs. 0.19 crore transferred to current account for reimbursement of fixed asset purchases.

Investment of Unutilized Funds

The remaining Rs. 12.69 crore of unutilized warrant proceeds has been strategically invested in various mutual fund schemes to optimize returns while maintaining liquidity. The investments have shown positive performance with a total market value of Rs. 12.95 crore as of December 31, 2025.

Regulatory Compliance and No Deviations

The monitoring agency report confirms that Pondy Oxides and Chemicals Limited has maintained full compliance with all regulatory requirements. Key compliance highlights include:

• No deviations from the objects stated in the offer document
• All government and statutory approvals related to the objects have been obtained
• No material deviations observed compared to earlier monitoring agency reports
• All fund utilization is in accordance with disclosures made in the offer document

The report was prepared based on bank statements, chartered accountant certificates from L. Mukundan & Associates dated January 21, 2026, and management confirmations. CARE Ratings Limited, serving as the monitoring agency under Regulation 32 of SEBI regulations, has provided an objective assessment of the fund utilization without identifying any concerns or irregularities in the deployment of preferential issue proceeds.

Pondy Oxides & Chemicals Limited announced that its board of directors has approved a scheme of amalgamation with its wholly owned subsidiary POCL Future Tech Private Limited (PFTPL) during a board meeting held on January 28, 2026. The meeting commenced at 3:00 PM and concluded at 4:40 PM.

Amalgamation Details

The scheme involves the merger of PFTPL as the transferor company with Pondy Oxides & Chemicals Limited as the transferee company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The amalgamation is subject to approval from the National Company Law Tribunal (NCLT), shareholders, and creditors of both companies.

Financial Position of Entities

As of December 31, 2025, the financial positions of both companies demonstrate significant differences in scale and performance:

PFTPL shows a negative net worth of ₹944.21 lakhs, while POCL maintains a strong net worth of ₹73,192.06 lakhs. The turnover figures for the nine months ended December 31, 2025, show POCL's significantly larger scale of operations.

Business Operations

The two entities operate in complementary business areas that support the strategic rationale for amalgamation:

• PFTPL (Transferor Company): Engaged in the business of recycling plastics
• POCL (Transferee Company): Manufactures lead metals and alloys, copper, other non-ferrous metals, and plastics

Strategic Rationale

The board identified several key benefits expected from the amalgamation:

• Operational Synergies: The merger will bring together complementary business operations, enabling the combined entity to leverage synergies and strengthen competitive positioning
• Vertical Integration: Integration of PFTPL's plastic recycling operations with POCL's manufacturing processes will ensure secure access to recycled metal inputs and reduce dependence on external suppliers
• Operational Efficiency: Elimination of duplicate functions, streamlined decision-making processes, and unified management oversight
• Economies of Scale: Improved operational efficiencies, better coordination of financial resources, and optimized cash flow management
• Value Creation: Enhanced long-term value maximization for all stakeholders of the combined entity

Transaction Structure

Since PFTPL is a wholly owned subsidiary of POCL, no cash consideration or share exchange will occur. The equity shares of PFTPL will stand cancelled on the effective date without any further action required. Consequently, there will be no change in the shareholding pattern of the listed entity.

The transaction qualifies as a related party transaction under Section 2(76) of the Companies Act, 2013. However, according to MCA Circular No. 30/2014 dated July 17, 2014, transactions arising from amalgamations under the Companies Act, 2013, do not attract the requirements of Section 188.

The company has complied with disclosure requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and provided detailed information as per SEBI Circular No. SEBI/HO/CFD/PoD-2/CIR/P/0155 dated November 11, 2024.