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 Second Annual Report & Audited Statement of Accounts of the Company for the year ended March 31, 2025. The Management Discussion and Analysis has also been incorporated into this report.

STANDALONE FINANCIAL RESULTS – Summary

Lacs

Sl. No Particulars	Year Ended 31-Mar-25	Year Ended 31-Mar-24
1 Revenue from Operations	2,15,207	1,98,681
2 Other Income	3,120	3,802
3 Total Revenue	2,18,327	2,02,483
4 Gross Profit/(Loss) before Interest,Finance Charges and Depreciation (EBITDA)	18,289	12,616
5 Interest and Finance Charges	(4,448)	(4,357)
6 Profit/(Loss) before Depreciation and Tax	13,841	8,259
7 Depreciation	(3,390)	(3,418)
8 Profit/(Loss) before Tax (PBT)	10,451	4,841
9 Provision for Tax	(2,195)	(1,127)
10 Profit/(Loss) after Tax	8,256	3,714
11 Provision for Deferred Tax	(35)	(84)
12 Profit/(Loss) after Tax (PAT)	8,221	3,630

CONSOLIDATED FINANCIAL RESULTS

Lacs

Sl. No Particulars	Year Ended 31-Mar-25	Year Ended 31-Mar-24
1 Revenue from Operations	2,04,951	2,08,313
2 Other Income	2,060	1,934
3 Total Revenue	2,07,011	2,10,247
4 Gross Profit/(Loss) before Interest,Finance Charges and Depreciation (EBITDA)	6,940	7,036
5 Interest and Finance Charges	(4,915)	(4,171)
6 Profit/(Loss) before Depreciation and Tax	2,025	2,865
7 Depreciation	(6,110)	(6,320)
8 Profit/(Loss) before Tax (PBT)	(4,085)	(3,455)
9 Provision for Tax	(2,214)	(1,105)
10 Profit/(Loss) after Tax	(6,299)	(4,560)
11 Add : Provision for Deferred Tax	1,689	681
12 Profit/(Loss) after Tax (PAT)	(4,610)	(3,879)

Dividend

The Board of Directors, after careful consideration, has decided not to recommend a dividend for the financial year 2024-25. This decision is primarily driven by the Companys current investment in manufacturing projects through its subsidiaries at Dahej, Gujarat and the United States. These projects are crucial for long-term growth and expansion of the Company. Conserving capital at this juncture is essential to ensure adequate funding for these projects and to maintain a strong financial position for the Company.

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.

Global Challenges and Our Response (FY25-26)

The global environment in FY24–25 was marked by severe instability and economic pressure. Volatile oil prices disrupted supply chains, while the slowdown in China and the Far East, along with weak business conditions in the EU, affected our customers and margins. Geopolitical tensions added further uncertainty across various commodity and user industries, with the slowdown in the Far East impacting us and our customers the most.

Despite these challenges, Indian demand and growth remained strong. While margins declined, our volumes stayed healthy, allowing us to operate at high capacity. We focused on operational efficiency and cost control. One of the major hurdles over the past 18 months was severe domestic feedstock supply disruption, leading to higher logistics costs and longer lead times. Thanks to swift action by our CEO and team, along with strong supplier relationships, we managed to limit the impact and maintain steady production and business levels.

In this volatile setting, our daily monitoring systems helped us respond quickly to frequent challenges. Weve used this period to carry out maintenance and catalyst changes to prepare for stable operations ahead. Our experienced leadership, strong risk management, investment in technology, and our skilled and motivated workforce have helped us stay competitive and resilient. This will give good results as the market bounces back.

Business Overview:

PhthalicAnhydride(PA):

Our Phthalic Anhydride (PA) business benefits from scale, an efficient supply chain, and strong customer relationships. With plants in Ranipet (South India) and Dahej (West India), we have wide market reach and quick delivery. These locations, along with recent capacity expansions, position us well as domestic demand grows steadily in construction, automotive, home goods, and infrastructure. While Indias per capita consumption is still lower than global and even ASEAN–Far East levels, it has been rising steadily — and we are ready to meet this growth with our timely expansion and strategic location. This augurs well for our future performance in a very important commodity, which is essential for a wide range of consumer and industrial products.

Our manufacturing facilities are among the most advanced globally in cost-efficiency, reliability, safety, and environmental performance. Years of investment and improvement have made our plants among the largest and most modern in the world. This positions us excellently in difficult and in good times. Luckily, we are in a fast growing market. Q1 FY-26 saw sharp uncertainties due to the impact of US tariff actions and global trade reactions as well as geoploitical disturbances, we used this time for planned refurbishments after two years of uninterrupted operations. TCL remains one of the lowest-cost producers globally and is well-prepared for recovery and the next phase of growth. Your company is well prepared for recovery.

Specialty Chemicals and Food Ingredients:

Our portfolio here takes us to diverse domestic and global end-users: • Food and beverage, pharmaceuticals, animal feed, resins, and industrial formulations

• Fragrances, cosmetics, plasticisers, special colorants, and sugar replacements.

All these are currently manufactured at our Ranipet facility. But capacity is being scaled up at our Dahej plant in the upcoming year. This will further strengthen our delivery flexibility and market access.

The business performance of our Food Ingredients and Fine Chemicals segment was marked by persistent global challenges. There was dumping into the Indian market by China and the Far East with off-spec materials, especially when Chinese producers and far east producers are shut out of the US market and are aggressively selling these products in India. As we have taken steps with PA, we are also taking steps with the Government of India to stop substandard and toxic products from entering the food and consumer chain. During the last two years, we have worked very actively, focusing on North American consumers. A major part of of the US consumptions is imported. The recent US tariff actions have created a favorable environment for our products and strengthened the case for our strategic expansion in the North American market.

Business performance – FY24

The fiscal year 2024–25 was a year of measured recovery and adaptation amid a still-evolving global chemical landscape. Building on the challenges of FY24, the business demonstrated resilience with a focused approach on margin recovery, cost optimization, and market expansion. The first half of the year reflected gradual improvement in demand and better pricing across key products, supported by stable domestic consumption and an uptick in export volumes.

However, the momentum was tempered in Q3 by geopolitical uncertainties, rising raw material costs, and supply-side constraints, which impacted profitability. Despite this, the company maintained healthy capacity utilization and continued its disciplined cost control and cash flow management.

Sl. No	Quarter	Revenue in Lacs	EBITDA in Lacs	PBT in Lacs
1	Q1 FY23-24	53,734	5,422	3,808
2	Q2 FY23-24	54,772	4,988	3,313
3	Q3 FY23-24	50,354	984	(1,172)
4	Q4 FY23-24	59,467	6,895	4,502

Investments made in earlier years toward plant modernization, digital systems, and process automation continued to yield results, enabling faster response to market changes and better inventory management. Our matured programs in safety, quality, and equipment reliability, launched in FY22, further strengthened operational performance. These factors, combined with agile marketing and tighter financial discipline, helped us deliver a significantly improved performance over the previous year.

Human Resources and Strengthening the Organization

This year, the company focused on reinforcing its commitment to developing internal talent and ensuring leadership continuity. Succession planning remained a key priority, with efforts directed toward grooming future leaders through efficient training programs and development initiatives. This approach has helped maintain stability within the company, enabling it to navigate challenges effectively.

The company also implemented various policies to improve employee engagement and retention, fostering a supportive and inclusive work culture. By investing in its people and providing growth opportunities, the company has seen steady progress in employee satisfaction and stability, reinforcing its position as an employer of choice in the industry.

As the company continues to expand its footprint across India and overseas, there is a growing need to realign teams and enhance internal capabilities. Efforts are underway to restructure functions, streamline workflows, and build cross-functional agility to better support this evolving scale. This realignment is aimed at driving sharper execution, improving responsiveness, and ensuring the organization remains future-ready.

With our presence expanding beyond India, we are now building teams that can operate effectively across different countries and cultures. Our HR teams have started preparing for overseas hiring, training, and support systems. Employees in India are also being prepared for cross-border roles through exposure, training, and short-term assignments. These efforts will help us build a strong, unified workforce that can deliver results both in India and overseas, while creating new career opportunities for our people.

Our New Investments & Projects: Dahej Project

The Dahej project, through our wholly owned subsidiary TCL Intermediates Pvt. Limited, has become operational and is serving both the Indian and export markets. This extremely modern plant incorporates many improvements and is also one of the largest single-train plants in India and among the largest in the world. The plant is positioned perfectly amidst our customers and the main demand growth area in India — over 60% of domestic demand lies within a 250 km radius. The main producer of feedstock is also located nearby.

Like all large plants, this too takes time to ramp up, tune, and stabilise — this is expected during H1 FY2026. We can expect to see good results in the succeeding years, with sales growth, operational stabilisation, and the benefits of efficiencies from a large, single-train, modern plant. During Q1 FY2026, the plant underwent a post-startup shutdown for various critical inspections and to comply with mandatory regulations.

US Project and US Subsidiary Activities

The US project includes two plants — one for Maleic Anhydride (MAN) using domestic n-butane, and another for food ingredients. The MAN plant targets the growing demand in automobiles, EVs, aircraft, energy, and infrastructure. Located in North America — a large and growing market — the project offers strong strategic advantages. • Though the added MAN capacity raised initial costs, it enables broader industry reach. MAN is in short supply in the N.E. US, and we expect a quick ramp-up in both production and sales. The 40,000 TPA MAN plant is ideally located — near local feedstock supply and in a region that is currently under-served in maleic anhydride capacity. We anticipate strong offtake once operations begin.

• The MAN plant runs on a single feedstock — n-butane — sourced from a low-cost, high-availability region, ensuring strong margins.

• The integrated food ingredients plant has a 30,000 TPA capacity catering to the food, beverage, and animal feed sectors.

• Around 70% of food ingredients in this category are currently imported, giving us a strong opportunity to localize supply.

• Modular construction — with civil work executed in the US and modules pre-assembled in India — reduced project costs by nearly 45%.

• The site is located within a Plug and Play chemical park, eliminating the need for heavy infrastructure investment.

• Integration of an energy-surplus petrochemical unit with an energy-intensive fine chemicals plant reduces energy costs by over 85%.

All modules have been dispatched from India, with installation in the US expected to be completed by September/October, followed by pre-testing and startup.

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

During the year, the Maleic Anhydride business, like many other chemical segments, continued to face severe challenges due to extreme margin compression in Asian markets. This was caused by oversupply at low prices — primarily from China — and intense competition across most regions. Margins have fallen below unremunerative levels, even below cost of manufacture, resulting in closure of capacities in many regions. As a result, the subsidiary also undertook long shutdowns for refurbishment of equipment during this period of unprofitable trading. The business outlook is positive due to steady demand growth for high-strength composites and the recent establishment of large capacities for low-cost biodegradable plastics derived from Maleic Anhydride. However, your management carried out a complete review of the operations. Based on this, it has been decided to explore strategic options, including divestment of this subsidiary in part or full. This will enable the Group to focus its full attention on our growing and profitable markets, namely India and the United States.

USD in Mn

Sl. No	Particulars	Year Ended 31-Mar-25	Year Ended 31-Mar-24
1	Revenue from Operations	27.82	34.75
2	Other Income	0.53	0.67
3	Total Revenue	28.35	35.42
4	Gross Profit / (Loss) before Interest,Finance Charges and Depreciation (EBITDA)	(6.64)	(1.75)
5	Interest and Finance Charges	(0.20)	(0.18)
6	Profit/(Loss) before Depreciation and Tax	(6.84)	(1.93)
7	Depreciation	(1.81)	(3.01)
8	Profit/(Loss) before Tax (PBT)	(8.65)	(4.94)
9	Provision for Tax	1.96	0.99
10	Profit/(Loss) after Tax	(6.69)	(3.95)
11	Provision for Deferred Tax	-	-
12	Profit/(Loss) after Tax (PAT)	(6.69)	(3.95)

Finance and Accounts:

Working capital management remained strong throughout the year. Despite external challenges, the Company generated sufficient cash flows to meet its operating needs and also funded its new domestic subsidiary in Dahej. In addition, after meeting the initial equity for the U.S. subsidiary from accumulated surplus, the Company infused further capital during FY24–25 to support ongoing progress in the U.S. project.

With major investments underway in Gujarat and the U.S., the Company has entered a borrowing phase after several years of cash surpluses. While this has temporarily impacted financial ratios, the borrowings are tied solely to growth projects. These investments are expected to start generating returns from H2 FY25–26 in India and from late 2026 in the U.S. To support future opportunities, the Board has also approved raising Rs. 700 crores through a mix of debt and equity instruments.

Operational and financial discipline remains a core focus. The Company continues to drive process improvements across all functions and maintains strong internal controls monitored by Board-level committees. Debt levels and cash flows are closely tracked by the Executive Management and the Board. Having successfully managed a similar phase 15 years ago, the leadership team is drawing on that experience to manage current expansion needs, reduce finance costs, and manage foreign currency risks effectively.

Looking Forward to FY25-26:

In our product PA and in our speciality chemicals/food ingredients, we serve industries and markets that are growing robustly. While these are going through a bad patch in terms of margin due to the situation in China and the Far East, on the volume front we are well insulated. As these Far East markets now recover, and as our own capacity expansions get absorbed during the next 12 to 15 months, we expect good improvement in margins also. Struggling producers from the Far East were dumping off-spec products into the Indian market, as they were largely locked out from other global markets. They used gaps in our regulatory systems, which impacted commodities and even food ingredients. The Government of India has taken aggressive steps during the last two years in plugging this gap and ensuring that substandard and toxic products are not dumped into the market. Your Company was one of the early initiators to lead this campaign with the Government, and we have seen good results. However, constant vigilance has become necessary. Our focus on optimizing operational efficiency and strengthening cost management ensures that we remain a dependable and competitive producer in the market. We continue to work towards maintaining profitability through strategic actions that drive both operational excellence and market expansion.

With our growth in India now well-established and overseas operations set to begin, the group is preparing for the next phase. Our teams are being aligned to handle international supply chains, regulatory requirements, and customer engagement.

Safety and Health Initiatives:

This year, our company has made significant progress in reinforcing safety and health as a cornerstone of our operations. A key development has been the continued implementation of our comprehensive safety and health policy across all manufacturing sites. Our commitment to Process Safety Management (PSM) has been fully integrated into every facility, ensuring that the highest standards of safety are maintained throughout our operations.

In addition to PSM, we have rolled out a series of focused safety programs at all locations. These initiatives are designed to enhance hazard identification, risk assessment, and emergency response capabilities among our teams. By prioritizing proactive safety measures, we are ensuring a culture of awareness and accountability that drives continuous improvement.

Beyond physical safety, our health and well-being programs have been expanded to address the mental and emotional well-being of our employees. Regular health check-ups, stress management workshops, and mental health awareness campaigns are now in place, reflecting our commitment to fostering a supportive and resilient workforce.

The results of these initiatives are already evident, with a notable reduction in safety incidents and an overall improvement in our safety culture. With PSM protocols in place across all manufacturing sites, our company is well-positioned to ensure a safe, healthy, and productive environment for all employees, safeguarding both their well-being and the continued success of our operations.

We are expanding our safety and health systems to cover our new project sites in India and overseas. Learnings from our Indian operations are being adapted to suit local regulations abroad, while maintaining the same high standards. Cross-training programs and safety audits are being planned in advance, ensuring readiness from day one. This will allow us to maintain a consistent safety culture across all sites.

People:

Our commitment to employee development has been strengthened this year with the successful implementation of advanced technical training programs, specifically tailored for new graduates. These initiatives have been expanded to include specialized programs aimed at developing leadership skills and fostering a culture of safety within the organization. We have also enhanced our focus on leadership training, preparing our employees to take on more complex and strategic roles within the company. By investing in continuous learning and leadership development, we ensure that our workforce remains agile, capable, and well-equipped to meet the challenges of an evolving industry. This, in turn, reinforces the resilience and growth of our organization. We have also been successful in developing good young middle managers and executives who are now taking up leadership roles, while older generation managers take up supervisory and maintenance roles. This work continues during this year.

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, 2025

• The Chairman & Managing Director - Mr. R. Parthasarathy

• Managing Director & Chief Financial Officer – Mrs. Ramya Bharathram

• Five Independent Non-Executive Directors:

- Mr. Arun Ramanathan

- Mr. Rajeev M Pandia

- Mrs. Bhama Krishnamurthy

- Mr. Arun Alagappan

- Mr. M. Somasundaram

• Two Non-Executive Director:

- Mr. R. Sampath – Chairman - Ultramarine and Pigments Ltd.

- Mr. P. Mohana Chandran Nair – Managing Director - TCL intermediates Private Limited They are supported closely by

- Mr. C.G. Sethuraman – Group Chief Executive Officer

- Mr. Sanjay Sinha – Chief Executive Officer

- Mr. T. Rajagopalan – Company Secretary (Till January 02, 2025)

- Mr. R. Pramod Kumar - Company Secretary (Appointed with effect from January 28, 2025) And the Business and Functional Heads

- Mr. S. Venkatraghavan - President

- Mr. R. Srinivasaraghavan - President

- Mr. N. Viswanathan - Head Finance

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

- Mr. B. Krishnamurthy - Executive Vice President, Accounts & Systems The term of appointment of the Chairman and Managing Director of the Company, Mr. R. Parthasarathy will be expiring on 31st July, 2025, and the Board recommends his re-appointment as the Chairman and Managing Director of the Company for a further period of three years from 1st August, 2025.

Mrs. Bhama Krishnamurthys tenure as Independent Director of the Company expires on 6th August, 2025. Hence it is proposed to reappoint her as Independent Director of the Company for a further period of Four (4) years at the ensuing Annual General Meeting.

Mr. R. Ravi Shankar, Mr. Raj Kataria and Mr. Dhruv Moondhra, Independent Directors of the Company, have retired on August 5, 2024.

The 2nd term of Mr. Arun Ramanathan, Independent Director of the Company will end on 21st July, 2025.

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 board and committee meetings, reviews, suggestions, criticisms, 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 Committees in the Board, especially the Risk Management Committee, Business Review Committee and the 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 village 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 hospital.

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 13,186 lakhs (previous year 17,824 lakhs) Particulars of loans, guarantees or investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given 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. Suitable disclosure as required by the Indian Accounting Standards (Ind AS24) has been made 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.

iv) We have prepared the Annual Accounts on a going concern basis. v) Proper Internal Financial Controls were in place and that the Financial controls were adequate and were operating effectively. vi) 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:

Sr. No.	Name of member	Category
1.	Mr. Rajeev M. Pandia	Independent Director & Chairman
2.	Mrs. Bhama Krishnamurthy	Independent Director
3.	Mrs. Ramya Bharathram	Managing Director
4.	Mr. Sanjay Sinha	Chief Executive Officer
7.	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:

Sr. No. Name of member	Category
1. Mr. Arun Ramanathan	Independent Director & Chairman
2. Mrs. Bhama Krishnamurthy	Independent Director
3. Mr. R. Sampath	Director (Promoter)
4. Mr. R. Parthasarathy	Managing Director (Promoter)

A detailed note is given in the Corporate Governance report.

Total Expenditure on Corporate Social Responsibility (CSR) as percentage of profit after tax (%):

The Companys total spending on CSR is 2% of the average profit after taxes in the previous three Financial Years towards Health and Sanitation Programmes 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 (calculated as on 31st March of every Financial Year), shall include a Business Responsibility and Sustainability Report (BRSR Report).

Your Company is in the top 1000 listed entities as on 31st March, 2025. The Company, has presented its BRSR Report for the Financial Year 2024-25, which is part of this Annual Report.

Report on Corporate Governance

The Report on Corporate governance is annexed herewith.

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 responsibilities of its Directors, creating awareness among 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. 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 till the conclusion of the Fifty Third AGM to be held in the year 2026.

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 2024-25. The Cost Audit Report was filed with the MCA, Government of India, by the Company on August 2, 2024, well before September 30, 2024, the due date of filing for the Financial Year 2023-24.

Secretarial Auditors

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 16, 2025, has recommended the appointment of /s. R.M. Mimani & Associates LLP, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. L2015MH008300) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.

Secretarial Auditor Report

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is attached to this Report. Below given is the observations in Secretarial Audit Report and management reply:

S.No Observations	Management Reply
1. • Composition of Nomination and Remuneration Committee during the period from August 06, 2024 to September 15, 2024 was not as per the provisions of Regulation 19 (1) & (2) of SEBI (LODR) Regulation, 2015.	Company has filed an appeal with Securities Appellate Tribunal at Mumbai against Fine imposed by Stock Exchanges in regard to reconstitution of Committees. The Company believes it is in compliance with the provision.
• Composition of Stakeholders Relationship Committee during the period from August 06, 2024 to September 15, 2024 was not as per the provisions of Regulation 20(1)of SEBI (LODR) Regulation, 2015.	There is no provision in the LODR on timelines for reconstitution of the committees. Later only, relevant provisions have been inserted by SEBI vide its Notification on 12th December 2024.
• Composition of Risk Management Committee during the period from August 06, 2024 to October 28, 2024 was not as per the provisions of Regulation 21(2)of SEBI (LODR) Regulation, 2015. 3. Outcome of the circular resolution passed on May 31, 2024 with regard to recommendation to shareholders for appointment of Director effective from date of Annual General Meeting was not submitted during the review period.	The Board of Directors through circular resolution dated May 21, 2024 have recommended the appointment of an Independent Director to the Shareholders to be considered at the Annual General Meeting. Since it is only a recommendation, the same has not been reported to the stock exchange.
	The Company has reported to the stock exchanges the appointment of Director made at the Annual General Meeting on July, 25, 2024

Web link of 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, 2025 will be placed on the website of the company at http://www. thirumalaichemicals.com.

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 below:

Name of Director Ratio

1. Mr. R. Parthasarathy (Managing Director) 68: 1

2. Mrs. Ramya Bharathram (Managing Director and CFO*) 45: 1

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): NIL

Mrs. Ramya Bharathram (Managing Director and CFO*): 57% Mr. T. Rajagopalan* – (Company Secretary): 49% (Resigned w.e.f. 2 January 2025)

*Current year remuneration includes retirement benefits)

Mr. R. Pramod Kumar – (Company Secretary): NA

*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. c) The percentage increase in the median remuneration of employees in the Financial Year: 5.98 % d) The number of permanent employees on the rolls of the Company: 538 e) The explanation on the relationship between average increase in remuneration and Company performance: The Companys PAT has increased from 3,630 Lakhs to 8,221 Lakhs, a increase of 126% against which the average increase in remuneration is 5%; f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Name	Designation	Remuneration In Lakhs*	% Increase in Remuneration	PAT in Lakhs*	% increase in PAT
Mr. R. Parthasarathy	Managing Director	333	NIL
Mrs. Ramya Bharathram	Managing Director and CFO	221	57	8,221	126%
Mr. T.Rajagopalan**	Company Secretary	71	49
Mr. R. Pramod Kumar***	Company Secretary	2	NA

* It consists of Salary/Allowances & Benefits.

** Upto January 2025 and includes retirement benefits as applicable *** Appointed with effect from January 28, 2025

The remuneration of the Chairman and Managing Director, Mr. R. Parthasarathy includes the commission of NIL Lakhs, which works out to approximately NIL% to the net profit for the Financial Year ended March 31, 2025.

The remuneration of the Managing Director and CFO, Mrs.Ramya Bharathram includes the commission of 80 Lakhs, (Previous Year is Nil) which works out to approximately 0.97% to the net profit for the Financial Year ended March 31, 2025.

As per the Compensation Policy, the compensation of the key managerial personnel is based on various parameters including Internal Benchmarks, External Benchmarks, and the Financial Performance of the Company. g) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current Financial Year and the previous Financial Year and percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Date	Issued Capital (No. of Shares)	Closing Market Price per share	EPS in	PE Ratio	Market Capitalization ( in Lakhs)
31.03.2024	10,23,88,120	234.10	3.55	66.02	2,39,691
31.03.2025	10,23,88,120	242.85	8.03	30.24	2,48,650
Increase /(Decrease)	NA	8.75	4.48	35.78	8,959
% of Increase/(Decrease)	NA	3.74	126.20	(54.19)	3.74
Issue Price of the share at the last Public Offer (IPO)		1.0
Increase in market price as on 31.03.2025 as compared to Issue Price of IPO		241.85
Increase in %		24,185

h) Average percentile increase 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: Average increase in remuneration is 3% for Employees other than Managerial Personnel & 8% for Managerial Personnel (KMP and Senior Management)

i) The key parameters for any variable component of remuneration availed by the Directors: Except Mr. R. Parthasarathy (Managing Director) and Mrs. Ramya Bharathram (Managing Director), no Directors have been paid any remuneration, as only sitting fees have been paid to them. The said Directors have not been paid any variable remuneration. The Directors are eligible for a commission on Net Profits as per the provision of sec.197 of the Companies Act, 2013.

j) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year: Not Applicable

k) 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.

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. 35 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: : Chennai	Place: Chennai
Date: 16(th) May, 2025	Date: 16(th) May, 2025