Thirumalai Chemicals Ltd Directors Report

With Management Discussion & Analysis

To,

The Members

Thirumalai Chemicals Limited

Your Directors are pleased to present to you the Fifty Third Annual Report & Audited Statement of Accounts of the Company for the year ended March 31, 2026. The Management Discussion and Analysis has also been incorporated into this report.

STANDALONE FINANCIAL RESULTS – Summary

Rs.Lacs

Sl. Particulars No	Year Ended 31-Mar-26	Year Ended 31-Mar-25
1 Revenue from Operations	1,35,973	2,15,207
2 Other Income	3,355	3,120
3 Total Revenue	1,39,328	2,18,327
4 Gross Profit/(Loss) before Interest,Finance Charges and Depreciation (EBITDA)	2,013	18,289
5 Interest and Finance Charges	(7,693)	(4,448)
6 Profit/(Loss) before Depreciation and Tax	(5,680)	13,841
7 Depreciation	(3,341)	(3,390)
8 Profit / (loss) before tax and exceptional items	(9,021)	10,451
9 Exceptional item	(444)	-
10 Profit / (loss) before tax (PBT)	(9,465)	10,451
11 Provision for Tax	387	(2,195)
12 Profit/(Loss) after Tax	(9,078)	8,256
13 Provision for Deferred Tax	(2,538)	(35)
14 Profit/(Loss) after Tax (PAT)	(6,540)	8,221

CONSOLIDATED FINANCIAL RESULTS

Rs.Lacs

Sl. No Particulars	Year Ended 31-Mar-26	Year Ended 31-Mar-25
1 Revenue from Operations	1,73,552	2,04,951
2 Other Income	1,871	2,060
3 Total Revenue	1,75,423	2,07,011
4 Gross Profit/(Loss) before Interest,Finance Charges and Depreciation (EBITDA)	(1,645)	6,940
5 Interest and Finance Charges	(8,900)	(4,915)
6 Profit/(Loss) before Depreciation and Tax	(10,545)	2,025
7 Depreciation	(8,836)	(6,110)
8 Profit / (loss) before tax and exceptional items	(19,381)	(4,085)
9 Exceptional item	(798)	-
10 Profit / (loss) before tax (PBT)	(20,179)	(4,085)
11 Provision for Tax	309	(2,214)
12 Profit/(Loss) after Tax	(19,870)	(6,299)
13 Add : Provision for Deferred Tax	3,079	1,689
14 Profit/(Loss) after Tax (PAT)	(16,791)	(4,610)

Dividend

In view of the Companys performance during the year, the Board has determined not to declare a dividend for the current financial year. The web link of dividend distribution policy provided in the Corporate Governance Report

Management Discussion and Analysis

The Management Discussion & Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), forms part of this Integrated Annual Report.

Economic Review

Global Economy Overview

Global economic growth demonstrated resilience at 3.3% in 2025, supported by strong corporate investment in artificial intelligence infrastructure and the ongoing reconfiguration of global supply chains, which continues to reshape trade patterns. Technology-led capital expenditure and supply chain realignment have contributed to stabilising growth across several major economies.

Outlook

Global economic growth is projected to remain stable at 3.3% in 2026 and moderate marginally to 3.2% in 2027. Continued investment in advanced technologies, particularly artificial intelligence, together with supply chain diversification, is expected to enhance productivity and strengthen resilience across major industrial sectors. The chemical industry is well positioned to benefit from improving capacity discipline and a gradual increase in demand for sustainable and speciality materials.

In the United States, growth is projected to improve modestly to approximately 2% in 2026, supported by easing monetary conditions and fiscal measures aimed at sustaining domestic demand. While labour market conditions are expected to gradually normalise, the economy is likely to remain supported by resilient consumption and ongoing investments.

Growth in East Asia is projected to moderate to 4.4% in 2026 from 4.9% in 2025, reflecting the normalisation of earlier export-driven momentum while continuing to benefit from strong domestic demand and long-term structural growth drivers. Although geopolitical tensions in West Asia continue to pose challenges to global trade and energy markets, economies and industries are actively strengthening supply chains, improving operational resilience, and diversifying sourcing strategies. These measures are expected to support business continuity, economic stability, and investor confidence over the medium term.

Indian Economy Overview

Despite a challenging global economic environment, India continues to demonstrate resilient growth. Real GDP is estimated to expand by 7.4% in FY 2025-26, compared with 6.5% in FY 2024-25, reinforcing its position among the fastest-growing major economies. Strong GST collections, supported by higher import-related receipts, reflect healthy trade activity.

The Reserve Bank of India reduced the repo rate by 25 basis points to 5.25%, supporting credit growth and economic activity. Domestic demand remains robust, backed by favourable demographics, steady 6–8% growth in real disposable incomes, a 7.0% rebound in manufacturing, and continued infrastructure investments under the Viksit

Bharat initiative, with capital expenditure exceeding 11 lakh crore (3.4% of GDP). The Union Budget 2026-27 continues to support growth through higher allocations under the PLI scheme and sustained public capital expenditure.

Outlook

Indias growth outlook remains favourable, supported by export diversification, manufacturing expansion, resilient services activity, and stronger bilateral trade partnerships. GDP growth is projected at around 6.4% in FY 2026-27, while progress on the proposed India-European Union trade agreement is expected to enhance market access and generate a positive current account impact of approximately USD 16 billion.

Continued GST rationalisation, expanding free trade agreements, and improvements in the ease of doing business are expected to strengthen exports and investment. Supported by prudent policy measures, moderating inflation, and resilient domestic demand, India remains well positioned to sustain its medium- to long-term growth trajectory.

Industry Overview

Global Chemicals Industry

The global chemicals industry sustained steady momentum, with speciality chemical market projected to grow from USD 5.56 billion in 2026 to USD 7.31 billion by 2034, registering a CAGR of 3.5% during the period. Demand for phthalic anhydride grew consistently, driven by its extensive usage in plastics, coatings and automotive applications.

A key growth driver is rising demand for phthalic anhydride, particularly in unsaturated polyester resins (UPR) and paints across rapidly industrialising regions such as Asia Pacific, the Middle East, and Latin America. The market is projected to sustain a 4-5% growth trajectory, supported by sustainable product innovation and supply chain diversification towards efficient hubs such as India. Table1. Global chemical demand expansion continues (% Y/Y change in volume)

Region	2025	2024
North America	2.0	0.2
Latin America	1.0	-0.8
Europe	1.4	1.9
Africa & Middle East	4.2	2.4
Asia/Pacific	3.7	4.8

Source: American Chemistry Council / S&P Global

Indian Chemicals Industry

Indias chemical industry remains one of the foundational pillars of the countrys manufacturing ecosystem. The nation ranks as the sixth largest producer of chemicals globally and the third in Asia, contributing approximately 7% to Indias GDP. In July 2025, India and the UK signed the Free Trade Agreement (FTA), which is expected to come into force in July 2026. Upon implementation, the agreement is expected to eliminate tariffs on 99% of Indian exports and reduce duties on 90% of UK exports to India. The chemicals sector is expected to be among the key beneficiaries of this agreement.

Government support continues through initiatives focused on research and development, rationalisation of customs duties and the promotion of the Make in India campaign. Several segments of the chemical industry have been liberalised, permitting 100% foreign direct investment under the automatic route (except for certain hazardous chemicals), thereby facilitating investment and expansion. In addition, the Government of India has implemented Quality Control Orders (QCOs) under the Bureau of Indian Standards (BIS) Act to strengthen regulatory standards.

Domestic demand for chemicals and petrochemicals is expected to nearly triple, reaching US$ 1 trillion by 2040. As global companies increasingly seek to diversify supply chains away from China, Indias chemical sector is well positioned to capture a significant share of this emerging opportunity.

Company Overview

Thirumalai Chemicals Limited (TCL) continues to maintain a competitive position through its advanced manufacturing operations at Ranipet and Dahej facilities. The Dahej facility is located within the Petroleum, Chemicals and Petrochemicals Investment Region (PCPIR) in Bharuch, Gujarat, a large integrated chemical manufacturing cluster comprising 180 operational industrial units and nearly 650 units under development. The region has attracted investments of approximately

1 lakh crore (~US$ 12 billion) and is expected to generate close to 32,000 jobs.

With manufacturing facilities strategically located in Ranipet (Tamil Nadu) and Dahej (Gujarat), TCL benefits from geographic diversification, efficient logistics connectivity and proximity to major industrial corridors and port infrastructure.

In addition to its established commodity chemical operations, the Company has progressively developed a diversified portfolio of specialty chemicals and food ingredients. This includes products such as Fumaric Acid, Malic Acid, Diethyl Phthalate and other fine chemicals that cater to industries including food and beverages, pharmaceuticals,animalnutrition,fragrances,cosmetics, resins and various industrial formulations. Supported by scale in commodity chemicals and increasing participation in higher-value speciality segments, TCL is positioned to benefit from rising industrial demand, evolving global supply chains and long-term growth in downstream sectors including construction, automotive, food processing and pharmaceuticals.While the Companys financial performance over the last two fiscal years was impacted by unprecedented market shocks and high volatility, the Management remains confident given our extremely strong operational efficiencies in costs, committed to absolute transparency and will keep our shareholders updated on our progress.

Business Overview

Product Portfolio

Phthalic Anhydride (PA)

The Company has encountered severe headwinds in its Phthalic Anhydride (PA) operations over the past year. To expand our market footprint in western India Your Company successfully commissioned substantial new capacity in Gujarat through its subsidiary. Concurrently, aggressive capacity additions by domestic competitors led to temporary market oversupply. While this excess capacity is progressively being absorbed by robust underlying demand growth, the initial imbalance put pressure on margins.

This challenge was further compounded by global macroeconomic disruptions. Subdued pricing in international markets—caused by an oversupply from the Far East—coincided with a sharp escalation in raw material costs and heightened working capital requirements, driven by geopolitical volatility in the Middle East. Consequently, operating margins were severely compressed. In response, the Management implemented rigorous cost-mitigation measures. Our customer base was also adversely affected last year by the imposition of higher import tariffs by the US.

These cumulative factors led to lower capacity utilization, which sharply inflated our fixed costs over the short term. This impact was particularly acute because the PA plant serves as the primary energy hub for our manufacturing complex, generating essential power and steam for integrated operations. Consequently, running the PA plant at reduced scale directly compromised our utility efficiencies, escalating energy costs across the site. While the Companys inherently robust cost structure cushioned the blow, it could not entirely offset the steep financial burden of these curtailed operations.

We are pleased to report that market conditions have since stabilized, enabling a recovery in operating margins. To support higher capacity utilization and restore our competitive cost structures, the Company is actively working with its consortium banks to enhance non-funded working capital limits. This turnaround strategy is progressing steadily, and maximizing capacity utilization remains our primary strategic objective for the current fiscal year.

Food Ingredients Business Performance:

Our Food Ingredients segment faced notable cross-currents during the year, primarily due to the revised tariff structures in the US, which temporarily impacted our export volumes to that region.

Crucially, these trade barriers triggered a global cascading effect. Blocked from the US market, Eastern producers diverted and dumped large volumes of surplus capacity into alternative regions, including Europe and India. This influx of low-priced imports led to intense price competition and compressed margins across our core product lines. Your Company is proactively addressing this volatility by strengthening local distribution channels, shifting focus to high-yield segments, and leveraging our lean operational frameworks. Meanwhile the US market has opened up.

Overall this has been a poor year for your company and its operating subsidiaries. We have started coming out of this, but much work remains to be done. We are fortunate we have world class manufacturing plants, an excellent customer base and efficient business processes; all managed by extremely competent and motivated employees at all levels.

Diethyl Phthalate (DEP)

Diethyl Phthalate, manufactured at the Ranipet facility, is widely used in fragrance formulations as a carrier solvent and fixative, enhancing the stability and longevity of scents. It also finds application in various consumer products, including adhesives, sealants and insect repellents. DEP is valued for its high solvency, stability and compatibility, which make it an effective binding and stabilising agent in fragrance and cosmetic compositions. The global DEP market size was valued at approximately USD 2.23 billion in 2025 and is projected to reach about USD 3.42 Billion by 2033, growing at a CAGR of 5.5%.

HUMAN RESOURCES AND ORGANISATIONAL DEVELOPMENT

Throughout the year under review (FY2025-26), TCL remained focused on strengthening organisational capability by investing in leadership continuity, internal talent development and structured succession planning. The organisation has been able to develop future leaders while maintaining its stability through targeted development initiatives, cross-functional exposure and focused training programmes.

Simultaneously, the Company continued to refine policies aimed at strengthening employee engagement, diversity and retention. These initiatives are designed to promote a supportive workplace culture while providing employees with clearer career progression pathways. During the year, the Company conducted over 11,714 training hours, while middle management participated in structured leadership development programmes. Internal promotions accounted for leadership appointments, reflecting continued emphasis on succession readiness and internal capability building.

As the Company expands its presence across domestic and overseas markets, organisational realignment initiatives have been undertaken to sharpen execution and improve operational responsiveness. Systems and processes are also being developed to support overseas hiring and cross-border assignments, ensuring that the workforce remains agile, globally aligned and well-equipped to facilitate the Companys next phase of growth.

Our Subsidiary at Dahej (TCL Intermediates)

The new Phthalic Anhydride facility at Dahej has been successfully commissioned and has achieved 100% capacity utilization after resolving initial stabilization challenges. This facility significantly strengthens our capability to service Western Indian markets in a highly cost-efficient manner. To mitigate domestic feedstock shortfalls, the Company has been importing Ortho-Xylene. However, recent global supply-chain disruptions led to elevated freight costs, impacting both feedstock procurement and finished product exports, thereby exerting pressure on margins.

US Project and US Subsidiary Activities

Following protracted construction challenges and delays, the fabrication of our highly automated US facility is complete, and pre-commissioning and startup activities are underway. Given the advanced automation and scale of this plant, the startup phase requires meticulous oversight.

As previously communicated, the project faced capital cost escalations driven by severe inflationary pressures, local labor shortages, and extended regulatory testing of domestic equipment. To optimize the capital structure, the subsidiary initiated a refinancing program to align its debt profile with operational timelines. As this process faced procedural delays and threatened to divert management focus from commissioning, the US entity recently engaged a premier, globally recognized financial advisor to expedite the transaction. The refinancing is on track to close within the next three months, clearing the path for commercial operations. While these delays have deferred our market entry and increased the total capital outlay, the long-term fundamentals remain intact. The subsidiary decided to refinance its loans to better match these requirements. This process took far too long and interfered with the completion of construction. Consequently, the US company decided a month ago to engage a larger, well-regarded Debt Advisory Firm to handle this process. This refinancing is now in progress and is expected to complete in the next 3-4 months, allowing the subsidiary to move on with startup into full operations. This delay has temporarily affected their full market entry and increased costs.

The demand outlook for our product suite is robust, and the temporary price distortions caused by high feedstock exports from our region have normalized. Situated adjacent to reliable gas sources and multiple butane producers, this US asset possesses a world-class, lowest-cost structural advantage.

Currently, approximately 75% of the Malic and Fumaric Acid consumed in the US relies on imports. Amid ongoing global supply chain vulnerabilities and tariff risks, American customers are increasingly prioritizing secure, domestic sourcing. Our US subsidiary is uniquely positioned to capture this market share.

We project the upcoming fiscal year 2027 to be the defining year of operational stabilization and growth for this asset.

Our Subsidiary in the Netherlands - TCL Global B.V.

TCL Global B.V., our European subsidiary, has completed its fourth year of operations, continuing to strengthen its marketing and distribution network across Europe.

Despite facing market challenges, TCL Global has maintained steady growth by distributing products from India and Malaysia. With the start-up of our Dahej subsidiary, we are well-positioned to increase export volumes significantly. Our focus remains on steadily improving our product offerings to better serve the European market, ensuring higher customer satisfaction and maintaining competitive pricing. The local presence of TCL Global enhances our ability to deliver better service, compliance, and quick adaptability in an ever-changing market environment. As we expand our footprint, we aim to capture increased market share and drive consistent growth across the region.

Our Subsidiary in Malaysia

Our Malaysian subsidiary, OOSB, which operates Maleic Anhydride and Esters manufacturing facilities, faced unprecedented challenges. The Maleic Anhydride market was severely disrupted by massive capacity additions in China that lacked sustainable downstream consumption.

Demonstrating strong agility, OOSBs management took decisive steps within the year to contain costs and suspend Maleic Anhydride manufacturing operations. Meanwhile, the Esters plant has reached break-even levels. Through these proactive interventions, the subsidiary has successfully arrested operational losses and cash dependency on the parent.

USD in Mn

Sl. No	Particulars	Year Ended 31-Mar-26	Year Ended 31-Mar-25
1	Revenue from Operations	3.76	27.82
2	Other Income	0.22	0.53
3	Total Revenue	3.98	28.35
4	Gross Profit / (Loss) before Interest,Finance Charges and Depreciation (EBITDA)	(1.95)	(6.64)
5	Interest and Finance Charges	(0.07)	(0.20)
6	Profit/(Loss) before Depreciation and Tax	(2.01)	(6.84)
7	Depreciation	(1.82)	(1.81)
8	Profit / (loss) before tax and exceptional items	(3.83)	(8.65)
9	Exceptional item	(0.40)	-
10	Profit / (loss) before tax	(4.23)	(8.65)
11	Provision for Tax	-	-
12	Profit/(Loss) after Tax	(4.23)	(8.65)
13	Provision for Deferred Tax	0.71	1.96
14	Profit/(Loss) after Tax (PAT)	(3.52)	(6.69)

Finance and Accounts

The Company maintained a disciplined approach towards working capital and liquidity management during the year despite a challenging business environment marked by lower demand, pricing pressures and supply chain uncertainties. Focused efforts on inventory management, receivables collection and cash flow monitoring helped ensure adequate liquidity to support operations and ongoing business requirements. The Company continued to invest in its growth initiatives while maintaining prudent financial management practices. The expansion projects undertaken in recent years, particularly at Dahej, have resulted in a higher capital base and increased financing requirements. Consequently, financial performance have been impacted during the year; however, these investments are expected to support future growth as utilization levels improve. Operational and financial discipline remain key priorities. The Company continues to strengthen internal controls, enhance process efficiencies and closely monitor cash flows, working capital and borrowing levels. The management remains focused on maintaining a strong financial position while supporting the Companys long-term growth objectives.

Looking Forward to FY26-27:

The global business environment continues to be influenced by geopolitical tensions, trade-related uncertainties and disruptions to supply chains. Freight costs, logistics challenges and volatility in raw material markets remain areas of concern. However, any easing of these tensions and normalization of trade flows would provide relief across supply chains and support improved market conditions.

We are also seeing early signs of stabilization in certain product segments and expect a gradual improvement in demand and pricing as market conditions normalize. Our expanded Dahej facility is expected to operate at higher utilization levels during the coming year, enabling us to better leverage the investments made in recent years. As volumes increase, we expect to strengthen our presence in export markets and improve our participation across key international geographies.

Our focus on operational efficiency, cost optimization and disciplined execution remains unchanged. We will continue to strengthen our market position while ensuring that the business remains agile and responsive to evolving market conditions.

Safety and Health Initiatives:

Safety, health and environmental stewardship continue to remain core priorities across all our operations. We remain committed to maintaining the highest standards of process safety management, operational discipline and regulatory compliance across our manufacturing facilities.

During the year, we will continue to strengthen our safety systems through focused training programs, safety audits, risk assessments and continuous improvement initiatives. Our emphasis remains on proactive hazard identification, preventive maintenance and fostering a culture where safety is an integral part of everyday operations.

Employeehealthandwell-beingcontinuetoreceiveequal attention through regular health monitoring programs, wellness initiatives and awareness campaigns. As our operations expand, we remain committed to ensuring that the same safety standards and operating practices are consistently implemented across all locations.

People:

Our people remain one of the Companys greatest strengths. We continue to invest in developing technical capabilities, leadership skills and functional expertise across the organization.

The focus during the coming year will be on strengthening our talent pipeline, enhancing leadership development and preparing teams to support our growing domestic and international operations. We will continue to provide opportunities for learning and professional growth while fostering a culture of accountability, collaboration and continuous improvement.

The Company has made significant progress in developing young managers and technical professionals who are increasingly taking on larger responsibilities across functions. This process of building future leadership capabilities remains an important element of our long-term growth strategy and will continue in the years ahead.

STRENGTHS

Process Reliability and Quality Assurance

Operations are conducted in sectors where accuracy and regulatory compliance are critical. Robust process controls, established technical expertise and disciplined manufacturing practices ensure consistent product quality across applications in the food, pharmaceutical and industrial segments. This operational reliability strengthens customer confidence and supports long-term commercial engagement.

Strong Franchise in Core Chemical Segments

The Company has established a diversified portfolio spanning Phthalic Anhydride, Maleic Anhydride, Fumaric Acid and Malic Acid. A sustained focus on product performance, customer responsiveness and operational improvement has reinforced its position in domestic and international markets.

Market Position and Production Scale

The Company operates at significant scale within the global chemicals industry. It ranks among the largest producers of Phthalic Anhydride globally, is the largest producer of Maleic Anhydride in Southeast Asia and remains the leading producer of Fumaric Acid in India. This scale enhances market visibility and supply reliability.

Geographic Reach and Customer Relationships

Serving over 350+ customers across 60 countries, the Company has developed a diversified export footprint across the Americas, Europe, Asia and the Middle East. Long-standing customer relationships, supported by reliable logistics infrastructure and familiarity with regulatory frameworks, provide resilience against regional demand fluctuations.

Manufacturing Integration and Operational Efficiency

Manufacturing operations at Ranipet and Dahej are structured around integrated production systems designed to enhance efficiency, optimise resource utilisation and maintain adherence to stringent regulatory and quality compliance standards.

Environmental Stewardship

Sustainability considerations are embedded within plant operations. Established systems and practices, including Zero Liquid Discharge, responsible waste management, continuous emissions monitoring, and investments in energy-efficient technologies, reflect a structured approach to reducing environmental impact while maintaining operational efficiency.

OPPORTUNITIES

Phthalic Anhydride Market Leadership

As a leading producer of Phthalic Anhydride, the Company is well positioned to benefit from sustained demand across paints, plasticisers, resins and flexible PVC applications.

Capacity Expansion and Import Substitution

The expansion of production capacity at Dahej strengthens domestic supply capability and supports the broader objective of reducing reliance on imports, in line with the national emphasis on manufacturing self-reliance. Additionally, it enhances connectivity to major ports along the west coast, enabling improved export capabilities and a more efficient, resilient supply chain.

Growing Demand for Food and Pharmaceutical Ingredients

The Companys established presence in Malic Acid and Fumaric Acid provides opportunities to capture increasing demand from food processing, beverages, and pharmaceutical industries where these ingredients are widely applied.

THREATS

Competitive Pricing and Global Oversupply

The commodity chemical space continues to experience pricing pressure due to excess global capacity and the availability of lower-priced imports from East Asia, particularly China. This has contributed to margin compression across several product segments.

Persistent Profitability Pressures

Industry-wide margin pressures, combined with cyclical demand conditions, may continue to affect profitability until market demand and pricing conditions stabilise.

Raw Material Price Volatility

Dependence on petrochemical derivatives such as o-Xylene exposes the Company to feedstock price fluctuations. If such cost increases cannot be passed through in pricing or offset through efficiency improvements, operating margins may be impacted.

RISKS AND CONCERNS

Exposure to Geopolitical and Trade Developments

Global trade tensions, tariff actions and regional policy shifts may create uncertainty for export-oriented businesses, potentially affecting demand patterns and pricing stability.

Structural Commodity Cycle Vulnerability

Commodity chemical markets are inherently cyclical and closely linked to broader industry activity. Periods of demand slowdown or pricing pressure may affect revenue visibility and profitability.

RISK MANAGEMENT

TCL operates in a cyclical and globally interconnected chemical market, where disciplined risk management is essential to sustaining operational and financial stability. Key operational, financial and strategic risks are systematically identified, assessed and addressed through a structured enterprise risk management framework.

Operational and process safety risks are managed through the comprehensive implementation of Process Safety Management (PSM) systems across manufacturing facilities. These are reinforced by periodic Hazard and Operability (HAZOP) studies, robust preventive maintenance practices, automation of critical processes and independent safety audits. Environmental safeguards, including Zero Liquid Discharge systems and emission monitoring, support regulatory compliance while reinforcing the Companys pledge to responsible and sustainable operations.

Exposure to volatility in raw material costs, particularly crude-linked inputs such as o-Xylene, is mitigated through diversified sourcing, strategic inventory planning, long-term supplier partnerships and cost optimisation measures.

Financial and liquidity risks are addressed through prudent capital allocation, disciplined working capital management and continuous monitoring of cash flows. To maintain financial flexibility and resilience, the Company undertakes regular stress testing under adverse market scenarios and maintains diversified banking relationships.

Oversight of enterprise risks is supported by a clearly defined framework that evaluates risk materiality and potential financial impact. Major exposures, including supply chain continuity, product quality, safety, regulatory compliance and environmental stewardship, are formally mapped to mitigation measures and regularly reviewed.

The framework is integrated with strategic planning and performance management processes, enabling timely decision-making and clear accountability. Senior leadership periodically reviews risk assessments to ensure that mitigation strategies remain aligned with the Companys operating environment and long-term objectives.

Internal Controls

Thirumalai Chemicals has established an internal control framework to safeguard its assets, ensure accurate financial reporting and maintain compliance with legal and regulatory requirements. Key elements of the internal control system include

Comprehensive Policies and Procedures

Regular Internal Audits

Audit Committee Oversight

Risk Management Framework

Training and Awareness

OUR ASSOCIATES

Our journey of growth—across India and into global markets— continues to be strengthened by the enduring support of our stakeholders. We deeply value the trust and collaboration of our customers, financial partners, investors, suppliers, distribution networks, consultants, regulatory bodies, and the communities in which we operate. As we expand our presence and increase the scale of our operations, this network of partners remains integral to our success. We remain committed to nurturing these relationships and working together to achieve long-term, shared progress across all regions where we operate.

BOARD AND MANAGEMENT

The Board of your Company consists following Directors as of March 31, 2026

- The Chairman & Managing Director - Mr. R. Parthasarathy (KMP)

- Managing Director & Chief Financial Officer – Mrs. Ramya Bharathram (KMP)

Six Non-Executive Independent Directors:

– Mr. Arun Ramanathan (Cessation w.e.f., July 21, 2025)

– Mr. Arun Alagappan (Resigned w.e.f., March 31, 2026)

– Mr. Rajeev Mahendra Pandia

– Mrs. Bhama Krishnamurthy

– Mr. Meghav Deepak Mehta (Appointed w.e.f., June 10, 2025)

– Ms. Sabitha Dayashanker (Appointed w.e.f., May 16, 2025)

– Mr. M Somasundaram

Two Non-Executive Director:

– Mr. Raj Kumar Kataria (Appointed w.e.f., May 16, 2025)

– Mr. P. Mohana Chandran Nair

They are supported closely by:

– Mr. C.G. Sethuram – Group Chief Executive Officer (Retired w.e.f., July 01, 2025)

– Mr. Sanjay Sinha – Chief Executive Officer

– Mr. R Pramod Kumar – Company Secretary (Till August 18, 2025) (KMP)

– Mr. Aditya Sharma - Company Secretary (Appointed w.e.f., August 18, 2025) (KMP)

And following executives:

– Mr. R. Srinivasaraghavan– President, Manufacturing

– Mr. K Anand Kumar – President, Finance

– Ms. J. Radha - Executive Vice President, Finance

– Mr. B. Krishnamurthy - Executive Vice President, Accounts & Systems

– Mr. Easwaran – Executive Vice President, Strategy & Business Development – New Products

In the opinion of the Board, the Independent Directors appointed during the year possess integrity, expertise, experience and proficiency. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013. Our Directors play a very active role in the Company bringing expertise in Business Strategy and Management, Technology, Finance & Accounting, Governance, Project Appraisal & Management, Government Relations.

Their frequent and intense interactions with the management team occur through the Board and

Committee meetings, reviews, suggestions, and advice over the past decade.

The executive management team has been transparent in presenting and discussing initiatives, plans, failures, issues, and responses.

This healthy and open interaction has been of immense value to the governance, health and growth of the company.

The Board Committees, particularly the Risk Management Committee, Business Review Committee, and Audit Committee, met often and participated in depth by setting goals, reviewing performance, correcting slippages and monitoring execution.

The Nomination & Remuneration Committee, Stakeholders Relationship Committee and the Corporate Social Responsibility Committee have been active in their respective roles.

Further details are given in the Corporate Governance Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Social Responsibility

Your Company continues to play an active and important role in the welfare of the local communities.

The Founders of your Company, Mr. N.S. Iyengar and Mr. N.R. Swamy had set up the Thirumalai Charity Trust (TCT) in 1970, and The Akshaya Vidya Trust (AVT) in 1994.

Thirumalai Chemicals supports TCT financially and through management reviews and in their infrastructure planning & development process.

The TCT works in Ranipet District where our main Indian manufacturing site is located, since 1983, providing services in Community Healthcare, Womens Empowerment, Disability, De-addiction, and Village development.

The TCT founded and operates the Thirumalai Mission Hospital, which provides health coverage to 315 villages with 36,500 households and 150K population and over 100 medical camps/year with experienced consulting physicians. TCT is embarking on an ambitious expansion project to augment the existing 50-bedded to 100 bedded hospitals.This addresses a critical need of the community.

School Community Development coverage is 6 Villages, primary aim of these visits was to engage with the local communities and raise awareness on key social and environmental issues while showcasing our schools activities.

Industrial Relations:

Industrial Relations during the year under review continued to be very cordial.

Finance

All taxes and statutory dues have been paid on time. Payment of interest and instalments to the Financial Institutions and Banks are being made as per schedule. Your Company has not collected any Fixed Deposits during the Financial Year.

Exports

Calculated on FOB basis, Exports amounted to 12,166 lakhs (previous year 13,186 lakhs)

Particulars of loans, guarantees or investments

Information relating to loans, guarantees, and investments under Section 186 of the Companies Act, 2013 is provided in the notes to the financial statements.

Related Party Transactions

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the Financial Year were in the ordinary course of business and on an Arms length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and were within the ambit of Reg. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant transactions with related parties during the Financial Year which were in conflict with the interests of the Company. Appropriate disclosures relating to related party transactions, as required under Indian Accounting Standard (Ind AS) 24, have been included in the notes to the Financial Statements.

The Board has approved of a policy for Related Party Transactions which has been uploaded on the Companys website.

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii) We have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period. iii) We have taken proper and sufficient care to maintain adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

i) We have prepared the Annual Accounts on a going concern basis. ii) Proper Internal Financial Controls were in place and that the Financial controls were adequate and were operating effectively. iii) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks. The composition of the Committee is given below:

S. No	Name of member	Category
1	Mr. Rajeev M. Pandia	Independent Director & Chairman
2	Mrs. Bhama Krishnamurthy	Independent Director
3	Mr. Meghav Mehta	Independent Director
4	Mrs. Ramya Bharathram	Managing Director
5	Mr. Sanjay Sinha	Chief Executive Officer
6	Mr. B. Krishnamurthy	Executive Vice President Accounts & Systems

Vigil Mechanism / Whistle Blower Mechanism

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

Corporate Social Responsibility (CSR) Committee

The Committee recommended continuing support for the Thirumalai Charity Trusts Health and Rural Development Projects and for the Akshaya Vidya Trusts Educational Programmes.

The composition of the Corporate Social Responsibility Committee is given below:

S. No	Name of member	Category
1	Mrs. Bhama Krishnamurthy	Independent Director & Chairman
2	Ms. D. Sabitha	Independent Director
3	Mr. Meghav Mehta	Independent Director
4	Mr. R. Parthasarathy	Managing Director (Promoter)

The CSR report is set out in the Annexure B to the Directors report.

Statement pursuant to Listing Regulations:

Your Companys shares are listed with the National Stock Exchange of India Ltd. and the BSE Ltd. We have paid the annual listing fees and there are no arrears.

Business Responsibility and Sustainability Report:

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report (BRSR Report).

Your Company is in the top 1000 listed entities. The Company, has presented its BRSR Report for the Financial Year 2025-26, which is attached herewith as Annexure E.

Report on Corporate Governance:

The Report on Corporate governance is annexed under Annexure F.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and under obligations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carries out the annual performance evaluation of its own performance, of the Directors individually as well as the evaluation of working of its various Committees. A structured questionnaire is prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, Execution and Performance of specific duties, obligations and governance.

A separate exercise is carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders, etc. The performance evaluation of the Independent Directors is carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors is carried out by the Independent Directors who also review the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

Appraisal of Boards performance:

It includes setting individual and collective roles and responsibilitiesofitsDirectors,creatingawarenessamong Directors about their expected level of performance and thereby improving the effectiveness of the Board.

Board evaluation contributes significantly to improved performance and aims at:

Improving the performance of Board in line with the corporate goals and objectives.

Assessing the balance of skills, knowledge and experience on the Board.

Identifying the areas of concern and issues to be focused on for improvement.

Identifying and creating awareness about the role of Directors individually and collectively as Board.

Fostering Team work among the members of the Board.

Effective Coordination between the Board and Management.

Overall growth of the organization

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Since the number of complaints filed during the year was Nil, the Committee prepared a Nil complaints report.

Statutory Auditors:

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No 001076N / N500013) were appointed as the Statutory Auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on July 21, 2021 to hold office from the conclusion of the Forty Eighth AGM. The second five-year term of the statutory auditor concludes at this AGM. The Board has recommended the appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory Auditors of the Company for a period of five consecutive years, from the conclusion of the 53rd AGM until the conclusion of the 58th AGM to be held in the year 2031, subject to the approval of the Members at the ensuing AGM. The relevant resolution is included in the Notice of this AGM.

Internal Auditors:

The Internal Auditors M/s. M.S. Krishnaswamy & Co, Chartered Accountants, have played an important role in strengthening the internal controls within the Company. The Internal Auditors M/s CNK & Associates LLP also contributed significantly.

Cost Auditors:

M/s GSVK & Co., Cost Accountants, were appointed as Cost Auditor to conduct cost audit of the cost records maintained by our Company in respect of products manufactured during the Financial Year 2025-26. The Cost Audit Report was filed with the MCA, Government of India, by the Company on September 11, 2025 well before September 30, 2025, the due date of filing for the Financial Year 2024-25.

Secretarial Auditors:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the appointment of R.M. Mimani & Associates LLP, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. L2015MH008300) as Secretarial Auditors of the Company was approved at the 52nd Annual General Meeting of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30.

Secretarial Auditor Report

The Secretarial Audit Report for the Financial Year ended March 31, 2026 is attached to this Report Annexure G. The Secretarial Audit Report does not contain any qualifications, or reservations.

Annual Return

Pursuant to the provisions of section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended March 31, 2026 is placed on the website of the company at https://thirumalaichemicals.com/wp-content/uploads/ Annual-Return/MGT-7_2025-26.pdf.

Personnel

In terms of the provisions of section 197(12) of the of the Companies Act, 2013 read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names and other particulars of employees are set out in the Annexure C to the Directors report.

Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013: a) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year and such other details as prescribed is as given

Sr. No.	Name of Director	Ratio
1	Mr. R. Parthasarathy (Managing Director)	68:1
2	Mrs. Ramya Bharathram (Managing Director and CFO*)	48:1

*Mrs. Ramya Bharathram – Managing Director, was appointed as the Chief Financial Officer of the Company on July 24, 2018). No additional remuneration was paid to her for functioning as the CFO. b) The percentage increase in remuneration of Managing Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year: Mr. R. Parthasarathy – (Managing Director): 11% Mrs. Ramya Bharathram (Managing Director and CFO*): 16% Mr. R. Pramod Kumar – (Company Secretary): NA (Resigned w.e.f August 17, 2025) Mr. Aditya Sharma – (Company Secretary): NA (Appointed w.e.f August 18, 2025) c) The number of permanent employees on the rolls of the Company: 477 d) Average percentile increases already made in the salaries of Employees other than the Managerial Personnel in the last Financial Year and its comparison with the percentile increase in the Managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: AverageincreaseinremunerationisNILforEmployees other than Managerial Personnel & 2% for Managerial Personnel (KMP and Senior Management)

(e) If remuneration is as per the remuneration policy of the Company: Yes

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars required to be included in terms of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure D.

Share Capital

Company issued following securities during the financial year: a) Preferential Issue

Particulars	Preferential Issue - 1	Preferential Issue - 2
Date of Issue	22.08.2025	17.12.2025
Date of Allotment	26.08.2025	23.12.2025
Method of Allotment	Preferential Allotment	Preferential Allotment
Issue Price	Rs. 277	Rs. 296
Number of Shares Allotted	1,62,68,040	18,96,614
Number of Shares Or	Nil	18,96,614
Securities Allotted To The
Promoter Group
Change In Paid-Up Share	Before issue: 10,23,88,120	Before issue: 11,86,56,160
Capital	After issue: 11,86,56,160	After issue: 12,05,52,774

b) Debenture Issue

Particulars	Details	Details	Details
Date of Issue	04.06.2025	04.06.2025	04.06.2025
Date of Allotment	09.06.2025	09.06.2025	09.06.2025
Method of Allotment	Private Placement	Private Placement	Private Placement
Issue Price	Rs. 10,00,000	Rs. 10,00,000	Rs. 10,00,000
Number of Debentures	330	330	340
Coupon Rate	11.00%	11.50%	12.00%
Maturity Date	04.06.2027	04.06.2028	04.06.2029
Amount Raised	33,00,00,000	33,00,00,000	34,00,00,000

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor.

The details form part of Note No. 36 of Notes to standalone financial statements.

Cautionary Statement

Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation, plant breakdowns, industrial relations, etc.

Acknowledgements

The Directors would like to place on record our sincere appreciation for the continued support given by the Banks, Internal Auditors, Government Authorities, Customers, Vendors, Shareholders and Depositors during the period under review.

The Directors also appreciate and value the contributions made by the employees of our Company at all levels.

For and on behalf of the Board of Directors
R. Parthasarathy	M. Somasundaram
Managing Director	Director
(DIN :00092172)	(DIN: 05185268)
Place: California	Place: Chennai
Date: 30th May, 2026	Date: 30th May, 2026