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.

Pondy Oxides & Chemical has delivered its strongest quarterly and half-yearly performance in Q2, marking significant growth across key financial metrics. The company's focus on operational efficiency and value-added products has resulted in substantial improvements in revenue, EBITDA, and profit after tax (PAT).

Financial Highlights

Operational Performance

• Lead production increased by 8% year-on-year to 50,475 metric tons on a half-yearly basis.
• EBITDA per tonne of lead rose by 62% to ₹19,970 in Q2.
• Value-added products comprised 70% of lead segment revenue.
• Exports contributed 61% of total revenue.

Strategic Developments

Capacity Expansion

• Phase-1 of lead capacity expansion at Thervoy Kandigai plant operated at 50% utilization during Q2.
• Phase-2 commissioning planned for the second half.

Financial Position

• Achieved zero net debt with a ₹71.00 crores net cash position.

Future Outlook

• Targeting to maintain 8%+ EBITDA margins.
• Plans ₹35.00 crores CAPEX in the second half for expansion projects.

Management Commentary

During the earnings call, Ashish Bansal, Managing Director of Pondy Oxides & Chemical, stated, "POCL has delivered its strongest ever quarterly and half yearly performance, driven by disciplined execution and operational efficiency. Crossing the 8% EBITDA margin is a significant milestone in our journey of sustained value creation, reaffirming our focus on value-added products, process efficiencies, and profitability enhancement."

The company's strategy focuses not only on scale but also on resilience, with a deep emphasis on operational efficiencies through innovation and modernization. Pondy Oxides & Chemical aims to derive over 60% of its revenue from value-added products and is targeting a 20%+ reduction in energy consumption, underscoring its commitment to operational efficiency and environmental stewardship.

With a clear strategic roadmap, strong financial health, disciplined operations, and continued stakeholder support, Pondy Oxides & Chemical appears well-positioned for consistent long-term growth in the recycling and metal processing industry.

As the company continues to expand its capacities and explore new verticals, investors will be keen to watch how it maintains its growth trajectory and margin profile in the coming quarters.