Tanfac Industries Ltd Directors Report

To, The Members,

The Directors present their 51st Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

[ in Crores]

Particulars	Financial Year 2024-25	Financial Year 2023-24
Sales	556.98	378.15
Other Income (including operating income)	2.95	7.08
Operating Expenditure	428.12	307.44
Profit before Depreciation, Finance Cost and Taxation (PBDIT)	131.82	77.79
Finance Cost	2.59	0.73
Depreciation/Impairment/Amortization	10.46	7.00
Profit before Tax (PBT)	118.77	70.06
Current Tax/Deferred Tax (Net of MAT Credit Entitlement)	30.61	17.58
Profit After Tax (PAT)	88.14	52.48
Other Comprehensive Income	0.36	0.17
Total Comprehensive Income	88.51	52.65

OPERATION REVIEW AND PERFORMANCE

During the year under review, the Company registered highest ever revenue and net profit on the back of successful commissioning of the Hydrofluoric Acid expansion project. The expanded capacity has achieved its desired capacity within few days of commissioning. The Company is currently under implementation of 20,000 TPA of high purity solar grade Dilute Hydrofluoric Acid (DHF) Project in two phases. The Company had already commissioned the first phases of 10,000 TPA Solar Grade DHF plant in Jun-25 and the second phase of the project will be implemented during the second half of financial year 2025-26. This would result in strategic growth path for the Company in years to come.

The Company has, registered total operating revenue of 556.98 Crores during the year under review as against 378.15 Crores in the previous financial year. The Profit after tax was 88.14 Crores during the year under review as against 52.48 Crores in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Section 134(3)(i) of the Companies Act, 2013, the State of Affairs of the Company along with operational performance/review has been discussed in Management Discussions and Analysis Report which is appended in this annual report pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIVIDEND

The Board of Directors at their meeting held on April 28, 2025, recommended a dividend of 9.00/- per equity share (90%) of 10/- each for the financial year ended March 31, 2025 involving an outflow of 8,97,75,000/- The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting (‘AGM) and deduction of income tax at source. Upon approval at the AGM, dividend will be paid to those members whose names will appear in the Register of Members/Beneficial Owners as at the close of business hours on September 17, 2025 i.e., Record Date.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company plans to continue its focus on increasing the volume of its key products including the value-added products (VAP) during the coming years through market penetration and process improvements.

Your Board of Directors is optimistic of continuous improvements in the operational performance of the company in the coming years.

HYDROFLUORIC ACID (HF) & VALUE-ADDED PRODUCTS (VAPs)

Your company continues to widen the Customer base and has alsomadesignificant progress in stringent specialty applications. Your Company was able to increase the volume during the year. Your company will embark upon of downstream VAPs in the future to reduce its over dependence on the traditional markets which are getting

SULPHURIC ACID

Your company continued its robust performance in Sulphuric Acid due to the concerted & continuous efforts made to improve the productivity and overall operational efficiencies.

EXPORTS

Export turnover had increased by 73% to 30.84 Crores against 17.82 Crores in the previous year. Your Company endeavors continuously to improve export performance by expanding the customer base in the current market and penetrating to new markets.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure – A to the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not provided any loan(s), guarantee(s) to any person or body corporate and has not made any investment(s) during the year under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company did not accept any deposits from the public within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions entered during FY 2024-25 were on arms length basis and in the ordinary course of business and were reviewed and approved by the

Audit Committee Committee was obtained for the transactions which are foreseen and are repetitive in nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

During the year under review, there were no contracts or arrangements with related parties or material related party transactions were entered into pursuant to Section 188(1) of the Companies Act, 2013 read with the relevant rule which mayhaveapotentialconflictwith the interest of the Company at large. The disclosure of related party transactions. as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is Annexed as Annexure - B. competitive.

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits details of related party transactions on a consolidated basis as per the specified stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements. Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2025. The Policy on Related Party Transaction is available on the Companys website at https://www.tanfac.com/policy.php

None of the Directors had any pecuniary relationship or transactions with the Company except the payments made to them in the form of remuneration, sitting fee, and reimbursement of expenses, if any.

AUDITORS & AUDITORS REPORT Statutory Auditors

In terms of the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No.302049E) was appointed as Statutory Auditors of the Company for a first term of five years from the conclusion of the 47th Annual General Meeting held on 28th September, 2021 up to the conclusion of the 52nd Annual General Meeting to be held in the Financial Year 2026-27.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statements of the Company forms part of the Annual

Report. There were no qualifications, reservations or adverse remarks made by the Auditors in their report and no fraud was reported under Section 143(12) of the Companies Act, 2013.

. Prior omnibus approval of the Audit

Cost Auditor

The Board of Directors of the Company had, on the recommendation of the Audit Committee, appointment of Mr. N. Krishna Kumar, Cost Accountant, Cuddalore (Membership No.27885) for conducting the audit of cost records of the Company pertaining to Inorganic and Organic products manufactured by the Company covered under Central Excise Tariff Heading Chapter Nos. 28 and 29 respectively in compliance with the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors at their meeting held on April 28, 2025, have appointed Mr. N. Krishnakumar, Cost Accountant as cost auditor for the Financial Year 2025-26 and necessary returns has been filed with Ministry of Corporate Affairs.

The Cost Audit Report for the financial year 2024-25 due to be filed with Ministry of Corporate Affairs (MCA) had been filed within the due date and there were no made by the Cost Auditor in his report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Ms. Kalyani Srinivasan, Practicing Company Secretaries to undertake the Companys secretarial audit for financial year 2024-25. The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached to this Report as Annexure - C. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Pursuant to the recommendations of the Audit Committee and confirmed by the Board, Ms. Kalyani Srinivasan, Practicing Company Secretary, is proposed to be appointed as the Secretarial Auditors of the Company to hold office for a term of five consecutive years from the conclusion of ensuing 51st Annual General Meeting (‘AGM) till the conclusion of 56th Annual General Meeting of the Company to be held in the Year 2030, subject to the approval of shareholders as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of the Act and Rules thereunder.

The Company doesnt have any subsidiary company. Hence, the requirement to annex the Secretarial Audit Report of the material subsidiary along with this report in terms of Regulation 24A of the Listing Regulations is not applicable.

SHARE CAPITAL

The paid-up share capital as on March 31, 2025 stood at 9,97,50,000/- consisting of 99,75,000 equity shares at the face value of 10/- each.

NUMBER OF MEETING OF THE BOARD

The Board met Seven times during the year ended March 31, 2025 which were held on 22.04.2024, 17.05.2024, 06.06.2024, 19.07.2024, 23.10.2024, 24.01.2025 and 07.02.2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

The Board of Director through circular resolution on March 29, 2025 appointed Dr. R. K. Tyagi (DIN:01509031) and Mr. Amreek Singh Sandhu (DIN:08064880) as Independent Directors of the Company for a term of five years w.e.f. April 1, 2025 to March 31, 2030 and the members of the Company has approved their appointment through Special Resolution on June 10, 2025. Further, the Board appointed Dr. M. Anuradha Reddy as Independent Director of the Company for a term of five years w.e.f. May 28, 2025 to May 27, 2030.

Cessation:

Mr. K. Sendhil Naathan (DIN:08064880) Managing Director was re-appointed as the Managing Director of the Company for a term of six months from February 27, 2025 to August 26, 2025. He, ceased to become the Managing Director of the Company from April 18, 2025 due to his demise. The Board placed on record the valuable services rendered by late Mr. K. Sendhil Naathan during his tenure with the Company.

Mrs. R. Rajalakshmi (DIN:01985132), Mr. V. T. Moorthy (DIN:00007648), Mr. M. R. Sivaraman (DIN:00020075), Dr. Shankar Narasimhan (DIN:01484214), Independent Directors ceased to be Independent Directors of the Company w.e.f. March 24, 2025 and March 31, 2025 on completion of their term as Independent Directors of the Company. The Board had placed on record their appreciation for the contributions made by them during their tenure with the Company.

Retirement by rotation:

In terms of Section 152 (6) of the Companies Act, 2013, Mr. Afzal Harunbhai Malkani (DIN: 07194226) retires by rotation and being eligible offers himself for reappointment.

Changes in Key Managerial Personnel:

Mr. Hemango Gupta, Chief Operating Officer has been appointed as the Chief Executive Officer of the Company w.e.f. July 16, 2025.

Ms. Mirudula Dhoot resigned from the position of Company Secretary & Compliance Officer w.e.f. January 30, 2025 and the Board has appointed Mr. Vinod Kumar.S as Company Secretary & Compliance Officer w.e.f. January 31, 2025.

INDEPENDENT DIRECTORS AND THEIR DECLARATION

All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors confirm that: a. In the preparation of the annual accounts, the applicable accounting standards (IND AS) had been followed along with proper explanation relating to material departures; b. The Directors had selected such accounting policies and applied them consistently and made judgments defined and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for that period; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts on a going concern basis; e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of the Board, its committees and of individual directors in the format (questionnaire) prescribed by the Nomination and Remuneration Committee of theCompany.

The structured questionnaire covers various aspects of the Boards functioning such as adequacy of the composition of the Board and Committees,Board its culture, execution and performance of specific duties, obligations and governance etc.

The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met during the year to review the performance of Non- Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessedthequality,quantityandtimelinessofflow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.

During the year under review, Independent Directors had a separate meeting on February 28, 2025, in compliance with the provisions of the Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations. All the Independent Directors were present at the meeting.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management its roles and responsibilities and laid Committee down the procedure to assess the risk and minimization procedures. The Risk Management includes identifying types of risks and its assessment, risk handling & monitoring and reporting. The Board through its Audit Committee shall also be responsible for framing, implementing and monitoring the risk management plan for the company. The details of identified risk and mitigation plan would be reviewed by the Committeeevery quarter and forwarded with their recommendation, if any to the Audit Board for its review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle blower policy are provided in the Annual Report Disclosures under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Vigil Mechanism is hosted at https://www.tanfac. com/policy.php

BOARD COMMITTEES

Presently, the Board has five Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Management Committee and CSR Committee comprising of the required combination of Non-Independent and Independent Directors. For further details, please refer to the Report on Corporate Governance section of the

Annual Report.

ANNUAL RETURN

Annual Return as required under Section 92(3), copy of Annual Return is placed on the Companys website. The web link to access the annual return is https://www.tanfac. com/annual.php

INTERNAL FINANCIAL CONTROL (IFC)

The Internal Financial control (IFC) stipulates a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The observations by the Internal Auditors and corrective actions thereon are presented at the Audit Committee which also oversees and evaluates the IFC periodically.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate Governance is attached asAnnexure - D of this Directors Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure with respect to remuneration as required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - E to this report. ation The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection in electronic mode. Any Member interested in obtaining a copy of the same may write to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company has constituted Corporate Social Responsibility Committeeand based upon the recommendation of the CSR committee the Board of Directors have approved CSR Policy. Disclosure under Companies (Corporate social responsibility policy) rules, 2014 is annexed as Annexure - F to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report in line with the business principles as provided in the Business Responsibility Policy adopted by the Company. The Business Responsibility and Sustainability Report is enclosed as Annexure - G to this Report and the same is also available on the website of the Company.

REMUNERATION POLICY

On the recommendation of the Nomination and

Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available on the Companys website at https:// www.tanfac.com/policy.php

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees in the implementation of ISO-9001 systems, ISO 14001, ISO 45001 in energy contribution initiatives and amply demonstrates the high level of teamwork, sense of belonging to the organization, and solidarity with the Management.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SAFETY, HEALTH AND ENVIRONMENTAL MANAGEMENT SYSTEM (SHEMS)

Your company remains steadfast in upholding a robust Safety, Health and Environmental Management System (SHEMS) as part of its Integrated Management System (IMS),certifiedbyIntertek UK. The IMS encompasses the following international standards:

ISO 9001:2015 Quality Management System

ISO 14001:2015 Environmental Management System

ISO 45001:2018 Occupational Health and Safety Management System

Given the companys coastal location and the nature of operations within a chemical complex, significant investments have been made in risk mitigation and process safety improvements. Notable initiatives include:

Key Safety Enhancements

1. Risk Assessment & QRA Study: Comprehensive risk assessment and Quantitative Risk Assessment

(QRA) for the new HF2 Plant were completed, and all recommended safety measures have been fully implemented.

2. Noise Reduction Measures: Advanced low-noise screw blowers have been installed in the Sulphuric Acid Plants, significantly reducing operational noise levels.

3. Height Work Safety: Risks associated with working at height have been mitigated by installing lifeline systems, constructing new platforms, and replacing corroded structures.

4. Diesel Tank Farm: Lifeline arrangements have been installed to enhance fall protection.

5. FO Tank Farm: A portable tanker lorry approaching platform has been installed, improving operational safety and accessibility.

The company strictly adheres to international safety procedures and maintains a robust Permit-to-Work

System. Comprehensive safety visuals, pictorials, and signboards have been deployed across all operational areas. Routine safety audits and risk assessments are conducted to proactively identify and address potential hazards.

Board Oversight & Engagement:

Safety performance is regularly reviewed by the Board of Directors through periodic site visits and performance evaluations, reinforcing top-level commitment.

Emergency Preparedness:

The company conducts regular onsite mock drills in collaboration with local government authorities, neighbouring industries, and customers to ensure emergency readiness.

Training & Recognition:

Ongoing safety and sustainability training programs are delivered to both employees and contract workers. Those demonstrating exceptional contributions to sustainable development are duly recognized and rewarded.

Environmental Stewardship

In alignment with the Tamil Nadu Governments Vision 2023 “Green Tamil Nadu Mission”, the company has significantly expanded its green belt within and surrounding the factory premises, reinforcing its commitment to environmental protection and biodiversity.

SUSTAINABILITY

Sustainability is embedded as a core element of the companys business and strategy. Recognizing that the chemical industry is a significant gases (GHGs), your company prioritizes energy savings and the reduction of GHG emissions from plant operations.

This is being accomplished through:

Increased investments in more efficient technologies.

Reduced energy consumption.

Adoption of alternative energy sources to minimize overall GHG emissions.

Through ongoing efforts in Environmental, Health & Safety aspects, the company continuously tracks and reports on progress, performance, and best practices related to environment, social, and governance (ESG) concerns. These efforts are part of the companys long-term sustainability roadmap.

OTHER DISCLOSURES

1. There has been no change in the nature of business of the Company during the year under review.

2. The Company doesnt have any subsidiaries, joint venture or associate companies.

3. There was no amount proposed to be transferred to the Reserves;

4. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2025.

5. The Company maintains cost records as per Companies (Cost Records and Audit) Rules, 2014.

6. The Board confirmsthe compliance with the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi.

7. There were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

8. There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

9. The Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any incident of fraud to the Audit Committeeduring the year under review.

10. The Company is prompt in making the payment of both interest and repayment of loans to the financial institutions/banks. signific or material orders passed 11. Therewereno by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations; 12. The provisions of Section 197 (14) of the Companies emitter of greenhouse Act, 2013, is not applicable to the Company.

13. As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee year 2024-25, no complaint was received by the Committee. As such, there as at the end of the financial year March 31, 2025.

MANAGEMENT POLICY

At TANFAC Industries Limited, we are dedicated to the continual improvement of our Management Systems, which impact quality, cost, and delivery while minimizing environmental impact. We are committed pollution, complying with customer and stakeholder requirements, and upholding public responsibilities.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation to the customers, suppliers, business partners and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to appreciate and sincerely acknowledge the dedication and hard work of the employees for the growth of the Company.

	For and behalf of the Board of Directors
	Mariam Pallavi Baldev
Date: July 16, 2025	Chairperson
Place: Cuddalore	DIN:09281201