Directors Report of Thirumalai Chemicals Ltd.

Mar 31, 2025

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

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

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 Company''s
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. We''ve 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 India''s 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.

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
'' 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 31^st 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 1^st August, 2025.

Mrs. Bhama Krishnamurthy''s tenure as Independent Director
of the Company expires on 6^th 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 2^nd term of Mr. Arun Ramanathan, Independent Director
of the Company will end on 21^st 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, Women''s 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 school''s 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 Arm''s
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 Company''s
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 Trust''s Health and Rural Development
Projects and for the Akshaya Vidya Trust''s 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 Company''s 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 Company''s 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 31^st 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 31^st 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 Board''s 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 Board’s 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. • 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. • 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.	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. 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.
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 employee''s 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 Company''s 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

Company''s 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 Company''s 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

---

Mar 31, 2024

The Directors are pleased to present to you the Fifty First Annual Report & Audited Statement of Accounts of the Company for the Financial Year ended March 31, 2024. The Management Discussion and Analysis has also been incorporated into this report.

Standalone Financial Results of Thirumalai Chemicals Ltd. - Summary

(In Rs. Lakhs)
Sl. No.	Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
1	Revenue from Operations	1,98,681	1,84,727
2	Other Income	3,802	4,426
3	Total Income	2,02,483	1,89,153
4	Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA)	12,616	21,996
5	Interest and Finance Charges	(4,357)	(3,362)
6	Profit/(Loss) before Depreciation and Tax	8,259	18,634
7	Depreciation	(3,418)	(3,003)
8	Profit before Tax (PBT)	4,841	15,631
9	Provision for Tax	(1,127)	(3,473)
10	Profit after Tax	3,714	12,158
11	Provision for Deferred Tax	(84)	(205)
12	Profit after Tax (PAT)	3,630	11,953
•	The Net Revenue includes Export Earning (FOB) during the year was '' 17,824 lakhs (Previous Year: '' 20,706 lakhs).
Consolidated Financial Reports - FY23-24
			(In '' lakhs)
Sl. No.	Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
1	Revenue from Operations	2,08,313	2,13,224
2	Other Income	1,934	3,015
3	Total Income	2,10,247	2,16,239
4	Gross Profit before Interest, Finance Charges and Depreciation (EBITDA)	7,036	21,634
5	Interest and Finance Charges	(4,171)	(3,125)
6	Profit before Depreciation and Tax	2,865	18,509
7	Depreciation	(6,320)	(5,568)
8	Profit/(Loss) before Tax (PBT)	(3,455)	12,941
9	Provision for Tax	(1,105)	(3,790)
10	Profit/(Loss) after Tax	(4,560)	9,151
11	Provision for Deferred Tax	681	(168)
12	Profit/(Loss) after Tax (PAT)	(3,879)	8,983

The Dividend

Based on the performance of the Company and the anticipated Investments in various Projects that have been announced, your Directors have recommended a dividend of '' 1/- per share for the Financial Year 23-24 (previous year '' 1.50/-per share was paid). This would result in an out flow of '' 1,024 lakhs, if approved by the shareholders at the Annual General Meeting.

The company began its operations with cash and cash equivalent balance of ''4,487 lakhs (Previous year ''15,898 lakhs). During FY 23-24 it generated cash from operating activities to the extent of ''12,904 lakhs (net) (Previous year ''1,663 lakhs). The company generated a cash of ''19,675 lakhs (Previous year outflow ''29,973 lakhs) through investing activities. On account of financing activities there was an outflow of ''21,409 lakhs against an inflow of ''16,618 lakhs. The closing cash and cash equivalent balance remained at ''15,975 lakhs (Previous year ''4,487 lakhs).

MANAGEMENT DISCUSSION AND ANALYSIS

Global Challenges and our response

The world has faced several new and severe challenges over the past two years, including the economic slowdown in the Far East and Europe, as well as deepening geopolitical tensions. The war in Ukraine, the major conflict in the Middle East, and the consequent crisis in the Red Sea have created severe problems and risks. The tensions in the South China Sea between China, the Philippines, and Taiwan raise the risk of a major conflagration. The economic standoff between China and the US raises the temperature further, distorting trade and causing a severe crisis in shipping in recent weeks.

Major downstream industries in the chemical and polymer sector are faced with sharply reduced demand due to customer destocking, demand drops, and reduced margins. China''s economy did not bounce back as expected, affecting Far East and Rest of Asia volumes and margins in our industry. European demand is stagnating and in some areas has shrunk significantly. The global and Indian chemical industry had to react and navigate each of these challenges without prior warning.

Most industries, including ours, have encountered sharp volatility in commodity prices since 2021. Fluctuating commodity prices have been a major concern, as stability in raw materials, product, and energy prices are essential for planning business operations, production, stocking, costs and margins, and working capital requirements. Equally important is the stability in supply chain, which has been experiencing numerous shocks since the beginning of the pandemic.

Falling demand coupled with sharp inflation of input costs creates additional pressure on margins. Operational efficiency, cost management in plants, and production planning are severely impaired. Most industries, especially the chemical industry, were not able to pass the increases in logistics and

input costs on to customers, as they face their own crises. The chemical industry was particularly unable to pass on the logistics cost increase resulting from the Middle East conflicts to customers.

TCL and its subsidiaries have responded to these multiple challenges and volatility with excellent speed and adaptability. Our initiatives over the last five years-robust planning systems, continuous investment in technologies and plant improvement, tightening of working capital, intense training and development of staff, and significantly reduced operating and breakeven costs-have greatly helped us navigate this turbulence. This was possible only because of our mature and experienced management team, supported by well-trained middle management in all departments: Manufacturing, Marketing, Commercial, Technology, Finance, and Risk Management.

TCL and its subsidiaries quickly moved to alternate suppliers and markets to address weaknesses in these areas.

Business performance - FY24

The fiscal year 2023-24 witnessed a dynamic journey for our business, marked by fluctuations in performance amidst evolving market conditions. The year kicked off on a strong note, showcasing our robust operational efficiency, high-capacity manufacturing, and higher levels of production, sales, and collections. This performance was driven by solid domestic market demand for our products. The second quarter began the slide that would lead to severe hits in the second half of the financial year for us, and the entire chemical industry. Q2 and Q3 were extremely difficult, given dull demand and margin compression. Amid the volatility and uncertainty among our customers, along with aggressive destocking, we used this period to work on improving efficiencies and implementing severe cost reductions.

Sl. No.	Quarter	Total Income in '' lakhs	EBITDA in '' lakhs	PBT in '' lakhs
1	Q1 FY23-24	47,586	4,864	2,716
2	Q2 FY23-24	56,983	3,788	1,625
3	Q3 FY23-24	47,620	1,622	(114)
4	Q4 FY23-24	50,294	2,342	614

The decline in Q3 was primarily due to the economic downturns and supply chain disruptions. Logistics costs increased across the globe. Our investments in new plants and technologies from 2016 to 2019 helped us prioritise efficiency, cost control, and capacity utilisation. Despite the problems, quick changes in our marketing approach helped us sell the entire volume during this period.

We started several initiatives in FY 21-22, including process safety management, equipment reliability programs, and quality improvements. These initiatives reached maturity during the year and improved our productivity, product quality, safety, and capacity utilisation while significantly reducing

costs. This was crucial as margins had become one of the lowest in the last 30 years.

Phthalic Anhydride:

While domestic product demand remains excellent, margins have been one of the worst ever. For some months, there have been negative spreads between raw materials and finished products. In India, growth and demand have occurred mainly in plastics, paints and coatings, and composite resins, driven principally by the automotive, construction, and public infrastructure sectors.

The Indian government has been supportive of the growth of the chemical industry, promoting initiatives such as AATMANIRBHAR BHARAT to boost domestic manufacturing. During this financial year, two new plants were commissioned in India. TCL will also be starting up a new plant in its 100% subsidiary at Dahej in Q2-Q3 FY25. These expansions will not only cater to Indian demand but also help our export efforts, which is vital for earning foreign exchange. This will help hedge our plants to increase imports of raw materials. We expect the Phthalic Anhydride industry to grow robustly between 5% and 6.5%, which will lead to the absorption of all new capacities within the next two years. Volatility in the price of the raw material, ortho-xylene, due to global supply contractions, fluctuating crude oil prices, and competing demand for higher-priced gasolines, will be the feedstock challenges that we will face. However, we are well prepared to handle these challenges as our import terminals and infrastructure in Chennai and Gujarat give us added flexibility.

Our expansion at Dahej, which includes significant capacity additions in PA and fine chemicals by-product recovery, will address our long-standing need to be closer to raw material supplies and positioned within the center of 80% of our market. We are leveraging the most advanced technology at this plant, drawing on our experience of replacing two older plants with a state-of-the-art facility in South India about four years ago. This investment brings world-class capacity with exceptional reliability, energy and yield efficiency, low-cost operations, and a high degree of automation and safety. In addition to providing the lowest energy footprint globally, the fine chemicals recovery from wastewater generates a valuable revenue stream for both domestic and export markets. The investment is designed to allow for quick and cost-effective capacity doubling.

Upon stabilisation, TCL will be the largest producer of this particular raw material globally. Despite the difficult situation in the market, we are confident that robust market growth, our cost leadership, and our logistics position will yield excellent results in the next few years.

Fine Chemicals and Food Ingredients:

The year was characterised by a combination of external factors that affected the performance of the Food Ingredients business of your company.

In the beginning of the year, there was the after effect of poor demand in Europe in various user segments with the Ukraine war and energy crisis affecting all industrial sectors and consumption. Many consumers in the Industrial, Food and Animal feed segments had carried over inventory from previous years resulting in lower demand for ingredients and additives. In the meantime, poor local demand in China resulted in large exportable surplus of food ingredients in the second quarter of the year resulting in low priced Chinese products flooding the European and Asian markets.

In the latter part of the year, your company''s exports to US and Europe were severely impacted by high freight costs and some specific input costs due to the Red Sea Crisis, which could not be passed on to the consumers.

This combination of poor demand in EU and surplus crisis from China resulted in temporary supply excess affecting finished product prices and sales volume.

Therefore, the Food Ingredients performance was characterised by lower margins for the fiscal year 2023-24. However, excellent customer relationships, steady operating performance, ensured that the business still made profits under such testing market conditions.

Demand for the other fine chemical products by your company remained robust though margins were impacted because of low prices. Despite the challenges, your company has navigated a dynamic landscape characterised by evolving market demands and regulatory shifts. The company''s robust supply chain and operational efficiencies ensured resilience amid the fluctuations.

Human Resource and Strengthening the Organisation:

Our company faced significant challenges in human capital development. As we grow succession planning and integration in key roles became pivotal in our HR agenda. To address this, we brought in senior professionals and internally promoted young managers into these roles. Your company is well known for 45 years for its efficient training and development programmes. These continue to be improved and modernised.

We embarked on a journey to benchmark the best HR practices and realign our policies and procedures to meet evolving industry standards. Additionally, numerous engagement activities were organised to nurture a sense of belonging among employees. We observed significant stability in employee turnover. This improvement is a testament to our focused efforts in human capital management.

New investments & Projects Dahej Project

Our project in Dahej through our subsidiary TCL Intermediates Private Limited saw the start-up of Fumaric Acid production in January 2024. The rest of the plant is expected to be completed soon. The team is working very hard to drive the project to completion.

US Project and US Subsidiary Activities

Work on the project in the US is in the final stages of civil construction. About 80% of the plant is being assembled and constructed modularly at our TCL Technology and Engineering (TCL TE) Division in India. All other equipments purchased from Japan, Europe, and North America has already arrived at the site. We expect all the modules to be shipped out soon. The COVID-19 crisis, followed by the Ukraine war and the Red Sea shipping crisis, delayed engineering, equipment manufacturing, and shipping. However, we have managed to make up part of the lost time.

This modular design is unique and offers significant advantages in construction safety, supervision, inspection, testing quality, and post-construction performance. This will not only be the largest manufacturing plant for these food ingredients but also one of the most modern and efficient. The subsidiary will manufacture petrochemicals and fine chemicals/food ingredients for the North American, European, and Latin American markets. This strategic location will address the largest markets for these products and offer significant advantages in raw material sourcing and logistics.

Our Subsidiary in the Netherlands TCL Global B.V.

The European subsidiary, TCL Global BV., has completed its third year of operations and continues to grow its marketing and distribution network, serving customers from the UK to Turkey. Despite facing serious headwinds in Europe, TCL Global currently distributes our products from India and

Malaysia. With the start-up of our Dahej subsidiary and our US subsidiary, our export volume is set to increase many fold. Having a local presence is essential as it allows direct access to customers, better service and compliance, and improved margin capture. In a volatile market, it also provides the flexibility for quick repositioning.

Our Subsidiary in Malaysia

During the year FY 23-24, like most of other chemicals, Maleic Anhydride business was also adversely impacted due to drop in global Maleic Anhydride demand and low prices in the Far East, Asian and European regions. In spite of overall pressure of Maleic Anhydride demand, during this year, the company has sold all its production.

Scheduled re-catalyzation in two oxidation reactor trains were undertaken. Even after shutdown of these trains, production in FY 2024 was at the similar levels of FY 2023. The Company continued to implement several improvement programmes to improve efficiencies and reliability.

As part of the company policy to increase its downstream portfolio to improve performance, OOSB has developed a few new products in FY24 for specialty applications and for industrial feedstock; and received approvals and bulk orders from customers. Work on more new products is ongoing.

Going forward, increased use of bio-degradable plastics will significantly increase the demand of Maleic Anhydride, as these are fast catching on.

STANDALONE FINANCIAL RESULTS OF THE SUBSIDIARY (OOSB)

(USD in Mn)
Sl. No.	Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
1	Revenue from Operations	34.75	50.68
2	Other Income	0.67	0.86
3	Total Revenue	35.42	51.54
4	Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA)	(1.75)	3.03
5	Interest and Finance Charges	(0.18)	(0.2)
6	Profit/(Loss) before Depreciation and Tax	(1.93)	2.83
7	Depreciation	(3.01)	(3.06)
8	Loss before Tax	(4.94)	(0.23)
9	Provision for Tax	0.99	(0.16)
10	Profit/(Loss) after Tax	(3.95)	(0.4)
11	Loss after Tax	(3.95)	(0.4)

Finance and Accounts:

Despite various challenges faced by your company due to the external environment, it has been able to generate adequate funds during the year to meet its operating cash flow requirements and also deploy additional funds as equity to its domestic subsidiary in Dahej. This is after meeting the

initial equity requirements of the U.S. subsidiary out of the accumulated surplus funds generated over the previous few years. Your company was able to efficiently manage the working capital cycle and focus on its operational needs. Your company will continue to strive to focus on generating cash flows from operations and building more reserves for meeting its inorganic growth opportunities.

Your company continues to emphasise process-driven initiatives in all areas of operations, starting from the manufacturing plants to various billing locations. Various subcommittees of the Board periodically monitor the progress in each area of operation and review the mitigation measures implemented by the company in reducing various types of risks. They also review the internal controls (both manual and systemic) built-in to address the processes being followed.

The continuing inflationary trend in the United States and the absence of anticipated interest rate reduction by the U.S. Fed has adversely impacted the interest rates of foreign currency loans in both India and abroad. Your company is constantly engaging with banks and forex experts to explore avenues of reduction in interest costs and is also negotiating hard to bring down each and every aspect of finance costs. Your company has been taking steps to mitigate risks that arise due to foreign currency fluctuations by using various derivative products available.

Looking forward to FY24-25:

In navigating the volatile landscape of the chemical industry, your company remains steadfast in its commitment to ride out downward cycle in the market. Notably, the demand for our flagship product, Phthalic Anhydride, remains robust, serving as a cornerstone of stability amidst fluctuating market conditions. Furthermore, the increasing capacities within key customer segments such as paints and plasticizers signify promising growth opportunities. By continuously optimising our cost structure, we position ourselves as a reliable and significant producer, ensuring sustained profitability and market relevance.

Additionally, our forward-thinking approach extends to exploring new avenues for growth and differentiation. With a focus on servicing higher priced segments within the food ingredients market, we aim to capitalise on premium opportunities, aligning with evolving consumer preferences and market dynamics. However, amidst our pursuit of growth, challenges such as the influx of low-priced imports from China persist, necessitating proactive measures and strategic responses. Through the implementation of trade remedies and vigilant market monitoring, we safeguard our interests and preserving fair market practices. Moreover, the imminent completion and commissioning of the second phase of Dahej project underscore our commitment to continue being a reliable partner to all our customers and other stakeholders. This further bolster our competitive edge and position us for sustained success in the global chemical domain.

New Business:

In the last fiscal year, we formed a team to identify new product lines in various chemistry and look at feasibility, market demand and other relevant details for establishing

new business segments. With manufacturing bases in India and Asia, and recent investment in the resource-rich North American market, we see exciting prospects to expand our product range across various market segments.

People:

At your company, we implement comprehensive technical training programs tailored specifically for new graduates. Our commitment to continuous learning ensures that all employees have access to ongoing training opportunities, allowing them to stay at the forefront of industry advancements. Recently, we have introduced innovative programs focused on safety leadership, underscoring our dedication to creating a secure and productive work environment. These initiatives not only enhance technical competencies but also cultivate essential leadership skills, preparing our workforce to handle complex challenges safely and effectively. We believe that by investing in our employees'' growth, we are building a stronger, more resilient organisation.

Public Initiatives:

Your company believes that social responsibility is an integral part of doing business. In line with this thought we continue to be actively involved in social initiatives in the fields of health care, education and community development.

We support local services and as part of this, have provided new chairs and tables to the collector''s office to improve their work environment. Additionally, we have equipped the local police department with CCTV cameras and laptops to enhance security and efficiency.

Your company plays an active role in industry associations like the Indian Chemical Council (ICC), Confederation of Indian Industry (CII) and Chemical Industries Association. Through these associations the company also participates in Industry initiatives and government interactions to represent various issues of the industry to relevant authorities. Improvement in trade policy, international trade negotiations and tariff concession for the industry wre some of the key areas of engagement during the year.

Overall, your company remains dedicated to fostering positive change through various initiatives, partnerships, and contributions aimed at improving public welfare, healthcare, education and industry development.

OUR ASSOCIATES

None of our successes would be possible without the interest and participation of our stakeholders, including customers, bankers, suppliers, distributors, consultants, government agencies, and local communities.

We look forward to the ongoing involvement of all stakeholders in the company''s activities and to sharing in its future achievements.

BOARD AND MANAGEMENT

The Board of your Company consists of

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

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

• Seven Independent Non-Executive Directors:

- Mr. R. Ravi Shankar

- Mr. Raj Kataria

- Mr. Dhruv Moondhra

- Mr. Arun Ramanathan

- Mr. Rajeev M Pandia

- Mrs. Bhama Krishnamurthy

- Mr. Arun Alagappan

• 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. Sethuram - Group Chief Executive Officer

• Mr. Sanjay Sinha - Chief Executive Officer

• Mr. T. Rajagopalan - Company Secretary And the Business and Functional Heads

• Mr. S. Venkatraghavan - President - Food Ingredients

• Mr. R. Srinivasaraghavan - President - Factory Operations

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

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

The term of appointment of the Managing Director of the Company, Mrs. Ramya Bharathram will be expiring on May 25, 2024, and the Board recommends her re-appointment as the Managing Director of the Company for a further period of three years from May 26, 2024.

Mr. Rajeev Pandia''s tenure as Independent Director of the Company expires on July 24, 2024. Hence it is proposed to reappoint him as Independent Director of the Company for a further period of three (3) years at the ensuing Annual General Meeting.

The 2^nd term of the following Independent Directors of the Company will end on August 5, 2024:

Mr. R. Ravi Shankar

Mr. Raj Kataria

Mr. Dhruv Moondhra

At this time, the management would like to acknowledge the significant contributions of these Directors. Their support and valuable advice over the past decade have been instrumental in the company''s growth, particularly in strategic planning and efficiency improvements, paving the way for our continued success.

Our Directors play a highly active role in the company, bringing expertise in Business Strategy and Management, Technology, Finance and Accounting, Governance, Project Appraisal and Management, and 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 of these 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, Women''s 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 school''s 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 ''17824 lakhs (previous year ''20,706 lakhs)

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 Arm''s 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 Company''s 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) I n 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 Organisation. The Company has a robust risk management framework to identify, monitor and minimise risks. The composition of the Committee is given below:

Sl. No.	Name of member	Category
1	Mr. Rajeev M. Pandia	Independent Director & Chairman
2	Mr. Dhruv Moondhra	Independent Director
3	Mrs. Ramya Bharathram	Managing Director
4	Mr. Sanjay Sinha	Chief Executive Officer
5	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 Trust''s Health and Rural Development Projects and for the Akshaya Vidya Trust''s Educational Programmes.

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

Sl. No.	Name of member	Category
1	Mr. Arun Ramanathan	Independent Director & Chairman
2	Mrs. Bhama Krishnamurthy	Independent Director
3	Mr. R. Sampath	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 Company''s 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 Company''s 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 capitalisation (calculated as on 31^st 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 March 31, 2024. The Company, has presented its BRSR Report for FY 23-24, 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 Board''s 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 Board’s 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,

a. I mproving the performance of Board in line with the corporate goals and objectives.

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

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

d. I dentifying and creating awareness about the role of Directors individually and collectively as Board.

e. Fostering Team work among the members of the Board.

f. Effective Coordination between the Board and Management.

g. Overall growth of the organisation

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 FY 23-24. The Cost Audit Report was filed with the MCA, Government of India, by the Company on August 3, 2023, well before September 30, 2023, the due date of filing for FY 22-23.

Secretarial Audit

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for FY 23-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, or reservations.

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, 2024 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.

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 employee''s remuneration for the Financial Year and such other details as prescribed is as given below:

Sl. No.	Name of Director	Ratio
1	Mr. R. Parthasarathy (Managing Director)	71: 1
2	Mrs. Ramya Bharathram (Managing Director and CFO*)	30:1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

b) The percentage increase in remuneration including commission, 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*): NIL

Mr. T. Rajagopalan - (Company Secretary): 3%

*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: 6%

d) The number of permanent employees on the rolls of the Company: 541

e) The explanation on the relationship between average increase in remuneration and Company performance:

The Company''s PAT has decreased from ''11,953 lakhs to ''3,630 lakhs, a decrease of 70% against which the average increase in remuneration is (NA);

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*	% decrease in PAT
Mr. R. Parthasarathy	Managing Director	332	NIL	3,630	70%
Mrs. Ramya Bharathram	Managing Director and CFO	141	NIL
Mr. T.Rajagopalan	Company Secretary	48	3%
* It consists of Salary/Allowances & Benefits.

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, 2024.

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 capitalisation 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 Capitalisation ('' in lakhs)
31.03.2023	10,23,88,120	171.85	11.67	14.72	1,75,954
31.03.2024	10,23,88,120	234.10	3.55	66.02	2,39,691
Increase /(Decrease)	NA	62	(8)	51	63,737
% of Increase/(Decrease)	NA	36.22	(70)	349	36
Issue Price of the share at the last Public Offer (IPO)		1.0
Increase in market price as on 31.03.2024 as compared to Issue		233.1
Price of IPO Increase in %		23,310

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 15% for Employees other than Managerial Personnel & NIL 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) I f 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. 36 of Notes to standalone financial statements.

Cautionary Statement

Company''s 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 Company''s 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.

---

Mar 31, 2022

Your Directors are pleased to present to you the Forty Ninth Annual Report & Audited Statement of Accounts of the Company for the year ended March 31, 2022. The Management Discussion and Analysis has also been incorporated into this report.

STANDALONE FINANCIAL RESULTS - Summary

('' In Lakhs)
Particulars	Year Ended 31 Mar 2022	Year Ended 31 Mar 2021
Revenue from Operations	1,43,809	85,718
Other Income	1,473	879
Total Revenue	1,45,282	86,597
Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA)	25,475	19,836
Interest and Finance Charges	(1,818)	(1,887)
Profit/(Loss) before Depreciation and Tax	23,657	17,949
Depreciation	(3,198)	(2,521)
Profit/(Loss) before Tax (PBT)	20,459	15,428
Provision for Tax	(4,929)	(4,062)
Profit/(Loss) after Tax	15,530	11,366
Provision for Deferred Tax	(299)	396
Profit/(Loss) after Tax (PAT)	15,231	11,762
The Net Revenue including Export Earning (FOB) during the year was ''15,791 Lakhs(Previous Year: '' 6,630 Lakhs). CONSOLIDATED FINANCIAL RESULTS ('' In Lakhs)
Particulars	Year Ended 31 Mar 2022	Year Ended 31 Mar 2021
Revenue from Operations	1,99,819	1,08,574
Other Income	1,159	687
Total Revenue	2,00,978	1,09,261
Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA)	45,237	22,756
Interest and Finance Charges	(2,037)	(2,091)
Profit/(Loss) before Depreciation and Tax	43,200	20,665
Depreciation	(5,663)	(4,952)
Profit/(Loss) before Tax (PBT)	37,537	15,713
Provision for Tax	(9,208)	(4,067)
Profit/(Loss) after Tax	28,329	11,646
Provision for Deferred Tax	(206)	123
Profit/(Loss) after Tax (PAT)	28,123	11,769

Dividend

Based on the performance of the Company and the anticipated Investments in various Projects that have been announced, your Directors have recommended a dividend of '' 2.50 per share for the Financial Year 21-22 (previous year '' 2.20/-per share was paid). This would result in an out flow of '' 2,560 Lakhs, if approved by the shareholders at the Annual General Meeting.

MANAGEMENT’S DISCUSSION AND ANALYSISPost Covid Recovery

After almost two years of immense impact on the health care system and the people in general, the world seems to be slowly returning to normal. In spite of certain regions of the world that still have restrictions on normal activities, almost all industries and economies have returned to pre-Covid levels of activity. High vaccination levels in India and many parts of the world have helped a great deal in controlling the outbreak at manageable levels. Industrial output has grown year on year, beating market expectations. The job market in India has also seen a huge fillip, riding on the back of buoyancy of retail and industry performance.

The year started with the second wave hitting the country -and the world - very hard. The number of COVID infections increased many fold. The hospitals were inundated with patients needing critical care; unfortunately, there was a large loss of life also. Post September 2021, the world slowly got back on its feet and businesses started returning to normal. The last quarter of the year saw a significant impact in various spheres due to the Russia-Ukraine conflict and consequent internationational reactions. These geo-political issues have given rise to fluctuations in crude oil and other commodity prices, resulting in uncertainties in the market. Inflation rates have seen unprecedented increase. Your company has been able to weather through all these changes very effectively due to strong fundamentals that have been established in the past decade and the dedication and forethought of all the staff and management. There has been a tremendous push towards improving operations and bringing in best practices in all areas, including safety, environment, reliability and market focus.

Business Performance

The performance of your Company during the Financial Year 2021-22 has been excellent. The improvement in market demand witnessed in the last quarter of the previous year continued into the current financial year. The initiatives taken on energy generation and consumption

played a significant part in reducing the cost of production. The PA plant recorded the highest ever production and contributed significantly to reduce the overall energy cost at our Ranipet site.

The second wave of the pandemic took a huge toll on the country. Some of our operations, were impacted due to the second wave, during the first quarter of this financial year. Many of our employees caught the virus and were out of commission for a long time.

The various teams in your Company rose to the occasion and managed the operations through these disruptions and challenges. The efforts ensured that there were no interruptions to the operation of the plants resulting in substantially higher operating rates of all products.

The overall market resilience and optimism was reflected in the performance of your company. All the customer industry segments, viz. plasticizers, polyester resins, paints and pigments, food, pharma and personal care saw renewed demand, both in India and overseas. In India, the announcements by the Government on investments in infrastructure provided impetus to demand of our downstream products.

The summary of the quarterly performance given below reflects this growth.

Sl. No.	Quarter	Revenue in Rs. (Lacs)	EBITDA in Rs.(Lacs)	PBT in Rs.(Lacs)
1	Q1 FY21-22	28,909	6,512	5,418
2	Q2 FY21-22	35,150	4,853	3,543
3	Q3 FY21-22	38,214	6,459	5,288
4	Q4 FY21-22	41,536	7,651	6,210

This buoyant performance was largely contributed by the high margins seen in the primary product, Phthalic Anhydride. The world also saw unprecedented increases in logistics cost and huge interruptions in supply chain across the board. This made it necessary for many industries to turn completely to local producers for supply of many raw materials and other ingredients. Imports inevitably came down because of uncertain supplies. This also contributed to the increased margins and greater demand for our products.

The past two years of pandemic induced issues has impacted the way people do business. The Government’s encouragement and push to get more and more people vaccinated has helped reduce hospitalisations. This has given people, including health care workers and employers a much greater confidence in their ability to handle any further waves of the infection. Hybrid work culture and video conferencing have become the norm.

Overall Business and the Individual Units/ Products

The performance of your company has been commendable in all respects and the strategies adopted at the market place yielded good results. The team worked diligently in optimising customer mix and were nimble in dealing with the logistics issues. This has resulted in your company posting the best ever consolidated results in its history.

Phthalic Anhydride (PAN)

Our main commodity business, Phthalic Anhydride (PAN) turned in an impressive performance despite huge increase in the price of raw material Ortho xylene in the last quarter of the financial year. Price increases of other raw materials also impacted one of our key market segment of pigments. The other market segments like paints, plasticizers and unsaturated Polyester resins fared reasonably well during the year. The efforts taken by the company during the last 5 years in focussing on healthy and growing customers, providing excellent service have shown good results.

On the manufacturing front, the modernisation and continuous upgrade of the PAN facilities at Ranipet in Tamil Nadu, resulted in better Productivity, Quality, Reliability and Safety.

With better margins and good working capital management your company could set aside its cash flows for business growth and projects; this will also help us in taking further growth decisions.

The project at Dahej, was commissioned in June 2021 after significant delays due to covid related manpower shortages and material deliveries. The various startup related problems were attended during subsequent quarters and the plant has now started producing in a stable manner since January 2022. We are now well positioned to meet customer demand effectively in our major west India market.

Fine Chemicals and Food Ingredients

The Fine Chemicals and Food Ingredients business bounced back from a sluggish 2020-21. We revamped some of the utilities and other systems to bring in efficiency and higher productivity. We are happy to report the highest ever production of Food ingredients in the year.

The business scenario was characterised by robust demand on the one hand and supply chain disruptions caused by the second and third waves of the pandemic on the other. Several employees in the plants had tested positive for Covid during the second wave. The investments made in equipment, spares and process technology helped your company to operate the plants at 20-25% higher rates in spite of the disruptions.

The combined strategy of focusing on high value European and American markets, procurement of raw materials in advance and smart pricing helped the business achieve its best operating margins since inception. The rapid increase in prices of key raw materials & freight costs were countered with suitable adjustments in pricing. Our sales to strategic markets like EU and US continued to be high, and in the process we were able to cater to a lot of new customers. The presence of our marketing and logistics subsidiary in the EU, TCL Global BV, played a key role in this.

Significant efforts went into maintaining relationships with customers and identifying new opportunities. From Q4 when supply chain started to stabilize, the business also started market seeding activity for the US. Plans for increasing the capacity for some of these products are now under management approval. Many of our customers have unveiled expansion plans and we foresee strong growth.

Human Resources and Strengthening the Organization

Continuing the organisation building that we had started in the previous financial year, there have been a lot of new inductions during the FY 2021-22. The middle management level has been strengthened with experts in each discipline. Younger professionals have also been inducted to keep the pipeline of managers, design & operation staff, and technicians healthy. This is in keeping with the company policy to induct and train a regular stream of young professionals every year. The structured training module followed by the company is known to be one of the most rigorous in the industry.

Our Group CEO, Mr. C. G. Sethuram has started working on various approaches to organizational growth, including new projects, products and strategic initiatives.

Our new CEO, Mr. Sanjay Sinha, has settled into the organisation smoothly. He has brought in best practices in business & manufacturing operations, and has been working with the teams to ensure reliability and consistency in processes.

We have also inducted a new site head in Ranipet, Mr. R. Srinivasa Raghavan as President-Manufacturing. He has had varied experience in operating petrochemical plants in western India. He is known for effectively working with teams to ensure cohesive operations. He also brings with him tremendous operating knowledge, which he has put to good use in the plants.

The various projects undertaken by the Company have necessitated hiring of engineers and managers at all levels. The process of recruitment has been very rigorous to ensure that the company is able to employ some of the best talents available. This has resulted in excellent work done in the technology and engineering areas. Many young employees have come forward with new ideas and produced efficiencies in processes.

Your company has also been working on updating the HR policies to reflect the best practices in industry.

With multiple sites and new challenges this is essential as we work in an increasingly volatile environment. We have restructured our HR department and have progressed well on the management development program of the company.

Projects

After successful commissioning and operation of the Dahej Phthalic Anhydride plant, your company has embarked on a large project in Dahej through a subsidiary, TCL Intermediates Pvt. Ltd. (TCL IPL), for manufacturing of Phthalic Anhydride, fine chemicals and derivatives. There will be two phases of capacity of about 110 KT each.

The engineering and procurement for the first phase is in progress and the commissioning of this plant is expected to be in Q3 to Q4 2023-24. The project is in the process of obtaining various regulatory approvals and is expected to start construction shortly.

US Project and US Subsidiary Activities

Our US subsidiary was able to progress significantly in the implementation of the project. Your company TCL India has now completed the 25 m$ Equity investment fully in the subsidiary. During the year, the subsidiary was able to complete ordering of almost all the equipment for the project and start on construction. Financial commitments for the project from Lenders have been finalized by the US subsidiary.

Modular construction of over 80% of the US plant has started at TCL Technology and Engineering (SEZ) Division in India. The subsidiary aims to minimize construction activity in the US by building the project modularly largely in India; this helps in cost optimization, safety and scheduling. The US subsidiary expects to commission the plant by H1-CY 2024.

Our Subsidiary in the Netherlands TCL Global BV

Our European subsidiary (TCL Global BV) in the Netherlands completed its first full year of operations and was profitable. TCL Global BV markets the products of TCL India and of our subsidiary in Malaysia in Europe. The presence of the subsidiary within Europe enables it to regularly interact with European customers, obtain quality market information and ability to sell to many direct customers resulting in better margins overall for the group. These interactions were instrumental in greater penetration in the EU market for all the products of TCL and OOSB. With the subsidiary in place, the TCL group is able to respond very quickly and to offer real time services to EU customers including supply of products out of an EU warehouse. As we expand our manufacturing in western India and in the us, we expect the European presence to be a significant catalyst for our export growth.

Our Subsidiary in Malaysia

The Malaysian subsidiary “Optimistic Organic Sdn. Bhd.” posted an excellent performance during the year 2021-2022. This was because of many improvement programmes undertaken in the past years and during the year to ensure reliability of the plant for continued quality production. In addition, a complete reorganisation of customer mix was undertaken to maximise the sales quantity and net realisations. The geographical spread of the customers was also widened to minimise regional variations and risks arising from volatility in the markets. The company has also undertaken several initiatives during the year to strengthen behavioural safety and obtained A grade with >97% in the audit conducted by the Government of Malaysia. The company has achieved highest ever production and profits in the financial year and has built sufficient cash reserves for its growth plans.

STANDALONE FINANCIAL RESULTS OF THE SUBSIDIARY (OOSB)

(USD in Lakhs)
Sl. No.	Particulars	Year Ended 31-Mar-22	Year Ended 31-Mar-21
1	Revenue from Operations	812.87	323.66
2	Other Income	0.54	0.07
3	Total Revenue	813.42	323.73
4	Gross Profit / (Loss) before Interest,Finance Charges and Depreciation (EBITDA)	273.39	40.43
5	Interest and Finance Charges	(1.74)	(1.67)
6	Profit/(Loss) before Depreciation and Tax	271.65	38.76
7	Depreciation	(33.78)	(33.49)
8	Profit/(Loss) before Tax (PBT)	237.87	5.27
9	Provision for Tax	(57.61)	(3.37)
10	Profit/(Loss) after Tax	180.26	1.90
11	Provision for Deferred Tax	-
12	Profit/(Loss) after Tax (PAT)	180.26	1.90

Finance

Your Company’s finances have been strengthened over the last few years by ensuring better working capital management and improving cash flows through better margins. This has helped the company greatly in its growth over the past couple of years. The company has been net debt free and this has enabled us to make available funds for expansions and investments in subsidiaries. The past

few months have seen significant increases in raw material prices which have necessitated higher working capital in the business. However, due to the strength of its internal accruals, the company has been able to manage this without any additional borrowing. The finance team has also been strengthened to enable financial management of projects and additional sites.

The Prospects for the FY 2022-23

The announcements by the Indian Government during the previous FY regarding investments in infrastructure projects resulted in a definite improvement in the performance of all our customer segments. Our main product, Phthalic anhydride witnessed high price increases globally. This has been strongly aided the post Covid boom in retail and industrial activity within India.

In every user segment our customers have announced and have started implementing robust growth plans. This augurs well for our industry; our projects both in petrochemicals and in fine chemicals will help satisfy this growth over the coming years.

The period since September 2021 has been marked by high inflation in all primary products and especially so in metals, fuels, logistics, petrochemical feed stocks, and construction inputs.

The resultant reaction of governments around the world aimed at controlling inflation by increasing “Policy Rates” in lending will act as a dampener not only for inflation but also for global growth. Since early June 2022 we are already seeing the early impact of these in prices of metals and some other commodities.

India has historically been insulated from sharp volatility in global markets and economic events; however, with our greater integration in the last few years, there will be an impact.

There are warning signs on the horizon of deflationary and near recessionary conditions in the EU and in the US. Within India this will affect prices rather than volumes which we expect to be healthy. The management of your company however is very sensitive of these possibilities and is well prepared to handle these uncertainties. Our strong balance sheet gives us the confidence to execute the planned projects without any interruption. We will keep our shareholders regularly informed of developments.

People

Besides the regular development and training, we initiated and put in place a large number of programmes to address the impact of Covid. As states and districts gradually lift and reduce their shelter-at-home orders, we have encouraged our employees who have been working from home to return to office. We are working hard towards keeping our employees up to date and making sure they are safe in the workplace. We continue to provide round the clock care and assistance to our employees & families as well as to the community.

Since the availability of Vaccination to fight COVID-19, we have ensured an active vaccination campaign for all employees and their families and to the community. Here we work closely with the Tamil Nadu Government which has been very supportive.

Your Company would like to thank all its employees for their active support to the business and the community during the pandemic. We see our employees - our people - as the main foundation on which our company is built. Our performance would not have been possible without them.

Public Initiatives

We continue to engage in many activities both with the local administrations and the government agencies as public Initiatives. Since last year we set up multiple oxygen plants and provided oxygen concentrators to Hospitals and Tertiary care centres at places such as CMC Vellore and Government hospital Chennai. These will now directly help Hospitals and save lives. As these Plants have a long life of more than 3 decades, they become a permanent asset for the Hospitals and reduce the cost of Oxygen dramatically. During Q3 we also donated generously to the Tamil Nadu ‘Chief Minister’s public relief fund.

We have also contributed towards the development of the public wellbeing of the SIPCOT panchayat through sanitation for government schools, artificial limbs for amputees, Paediatric cardiac surgeries, education for tribal and underprivileged children in the Local area.

Your company was actively involved in the interactions with various stakeholders. Our employees are office bearers in various Industrial associations like Confederation of Indian Industries, Indian Chemical Council, Chemical Industries Association. These associations are in constant engagement with the Government at the centre and in the States. Your company is seen as a keen participant in all Industry initiatives, like simplification of procedures, changes and postulation of regulatory framework, feedback to statutory authorities, skilling for the industry, labour laws, trade and tariff related measures & trade negotiations.

The company is also directly interacting with the local communities and participates in several projects in the community. As Our shareholders know we strongly support the Thirumalai Charity Trust, the Thirumalai Mission Hospital and the Akshaya Vidya Trust both with financial support as also management guidance for their various programs & projects. More information about these is given elsewhere in this report. We are also in constant engagement with the district authorities and statutory authorities at a local level through periodic meetings.

Our Associates

None of this would be possible without the interest and participation of our stakeholders - Customers, Bankers, Suppliers, Distributors, Consultants, and Government agencies, and the local Communities.

We hope to have the continued involvement of all shareholders in the affairs of the company and to share in the achievements of the company in the years to come.

BOARD AND MANAGEMENT

The Board of your Company consists of

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

? Managing Director & Chief Financial Officer -Mrs. Ramya Bharathram

? Executive Director - Mr. P. Mohana Chandran Nair

? Six Independent Non-Executive Directors:

? Mr. R. Ravi Shankar

? Mr. Raj Kataria

? Mr. Dhruv Moondhra

? Mr. Arun Ramanathan

? Mr. Rajeev M Pandia

? Mrs. Bhama Krishnamurthy

? A Non-Executive Director:

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

They are supported closely by

? Mr. C.G. Sethuram - Group Chief Executive Officer

? Mr. Sanjay Sinha - Chief Executive Officer

? Mr. T. Rajagopalan - Company Secretary

And the Business and Functional Heads

? Mr. S. Venkatraghavan - President - Food Ingredients

? Mr. R. Srinivasaraghavan - President - Factory Operations

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

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

During the year under review, Mrs. Ramya Bharathram was appointed as Managing Director at the 48^th Annual General Meeting of the Company held on July 21, 2021 and Mr. N. Subramanian, Independent Director of the Company, has retired on August 5, 2021.

Mr. R. Parthasarathy''s tenure as Chairman and Managing Director will expire on July 31, 2022, and the Board recommends that he be re-appointed as Chairman and Managing Director of the Company for a further period of three years beginning August 1, 2022.

Mr. Arun Ramanathan''s tenure as Independent Director of the Company expires on July 21, 2022. Hence it is proposed to reappoint him at the ensuing Annual General Meeting for a period of Three (3) years.

Your Directors play a very active role in the Company. They bring in expertise in Business Strategy and Management, Technology, Finance & Accounting, Governance, Project Appraisal & Management, Government Relations.

Their interaction with the Management team is frequent and intense, at the Board and Committees, through reviews, suggestions, criticisms & advices to the Management team over the last 8 years.

The executive management team in turn has been very transparent in presenting and discussing initiatives & plans and failures, issues & 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 of these are given in the Corporate Governance Report.

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, Women’s Empowerment, Disability, De-addiction, and Village development.

The TCT founded and operates the Thirumalai Mission Hospital, which provides primary healthcare in 315 villages, covering over 160,000 people. The Hospital provides both out-patient and in-patient services through departments of General Medicine, Emergency services, Intensive Medical Care, General Surgery, Paediatrics, Obstetrics, Gynaecology, Orthopaedics, ENT, Dentistry, Physiotherapy, De-addiction & Rehabilitation.

With TCLs support, the Thirumalai Mission Hospital has set up a separate centre for Non-Communicable Diseases

such as Diabetes, Thyroid disorders, Endocrinology, Obesity, Osteoporosis, etc. The dialysis service started at TMH last year is expanding to serve more people.

This addresses a critical need of the community.

The Vedavalli Vidyalaya Schools (with 3 schools at 2 campuses), managed by The Akshaya Vidya Trust, have around 2,600 students, out of whom 70% are from rural families.

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.

Contribution to the Exchequer:

The amounts paid to the Central and State Exchequer by way of GST, Customs duties (incl. paid to supplier), Income Tax and other taxes, is about '' 31,316 Lakhs on Gross Sales of about '' 1,42,368 Lakhs (Previous Year '' 20,740 Lakhs on Gross Sales of about '' 84,134 Lakhs).

Contribution to the Exchequer is about 20% of your Company’s Sales.

Exports:

Calculated on FOB basis, Exports amounted to '' 15,791 Lakhs (previous year '' 6,630 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 Arm’s 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 Company’s 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:

In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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.

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.

We have prepared the Annual Accounts on a going concern basis.

Proper Internal Financial Controls were in place and that the Financial controls were adequate and were operating effectively.

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 Company has re-constituted the Business Risk Management Committee on 26.05.2021 and the details of the Committee are as given below:

Sr. No.	Name of member	Category
1.	Mr. Rajeev M. Pandia	Independent Director
2.	Mr. Dhruv Moondhra	Independent Director
3.	Mrs. Ramya Bharathram	Managing Director & CFO
4.	Mr. Sanjay Sinha	Chief Executive Officer
5.	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 Trust’s Health and Rural Development

Projects and for the Akshaya Vidya Trust’s 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.	#Mr. N. Subramanian	Independent Director
3.	Mrs. Bhama Krishnamurthy	Independent Director
4.	Mr. R. Sampath	Director (Promoter)

# Retired on 5th August, 2021

A detailed note is given in the Corporate Governance report.

Total Expenditure on Corporate Social Responsibility (CSR) as percent of average net profit of the Company as per section 135(5 )

The Company’s total spending on CSR is 2% percent of average net profit of the Company as per section 135(5) towards Health and Sanitation Programmes

Statement pursuant to Listing Agreement:

Your Company''s 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 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 31^st March of every Financial Year), shall include a Business Responsibility Report (BR Report).

Your Company is in the top 1000 listed entities as on 31^st March, 2022. The Company, has presented its BR Report for the Financial Year 2021-22, 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 Board’s 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 Board’s 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. AAC-2085) 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.

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 2021-22. The Cost Audit Report was filed with the MCA, Government of India, by the Company on August 07, 2021, well before September 30, 2021, the due date of filing for the Financial Year 2020-21.

Secretarial Audit

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31, 2022 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, or reservations or adverse remarks.

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 31,2022 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 B to the Directors'' report.

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 employee’s 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) 159: 1

2. Mrs. Ramya Bharathram (Managing Director and CFO*) 104: 1

3. Mr. P. Mohana Chandran Nair (Whole-time Director) 17: 1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

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): 29%

Mr. T. Rajagopalan - (Company Secretary): 18%

*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: NIL %

The number of permanent employees on the rolls of the Company: 523

d) The explanation on the relationship between average increase in remuneration and Company performance:

e) The Company’s PAT has increased from '' 11,762 Lakhs to '' 15,231 Lakhs, an increase of 29% against which the average increase in remuneration is 40%;

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	619	29	15,231	29%
Mrs. Ramya Bharathram	Managing Director and CFO	408	70
Mr. T.Rajagopalan	Company Secretary	40	18

* It consists of Salary/Allowances & Benefits.

The remuneration of the Managing Director Mr. R. Parthasarathy includes the commission of '' 374 Lakhs, which works out to approximately 2.46% to the net profit for the Financial Year ended March 31,2022.

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)
31.03.2021	102,388,120	86	11.49	7.44	87,542
31.03.2022	102,388,120	266.00	14.88	17.88	2,72,352
Increase /(Decrease)	NA	181	3	10	1,84,811
% of Increase/(Decrease)	NA	211	29	140	211
Issue Price of the share at the last Public Offer (IPO)		1
Increase in market price as on 31.03.2022 as compared to Issue Price of IPO		265
Increase in %		26,400

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 27% for Employees other than Managerial Personnel & 16% 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), Mrs. Ramya Bharathram (Managing Director) and Mr. P. Mohana Chandran Nair, (Whole-time 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 C.

Cautionary Statement

Company’s 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 Company’s 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, Statutory Auditors, Cost Auditors, 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 R. Ravi Shankar

Managing Director Director

(DIN:00092172) (DIN:01224361)

Place: Ranipet Place: Chennai

Date: 26th May, 2022 Date: 26th May, 2022

---

Mar 31, 2019

To,

DIRECTORS'' REPORT

With Management Discussion & Analysis

The Members,

Thirumalai Chemicals Limited

Your Directors are pleased to present to you the Forty Sixth Annual Report & the Audited Statement of Accounts of the Company for the year ended March 31, 2019. The Management Discussion and Analysis has also been incorporated into this report.

Standalone Financial Results - Summary

Rs, In Million)

Particulars	Year Ended 31 Mar 2019	Year Ended 31 Mar 2018
Revenue from Operations	9,943	10,372
Other Income	142	100
Total Revenue	10,085	10,472
Gross Profit / (Loss) before Interest, Finance Charges and Depreciation (EBITDA)	1,690	2,390
Interest and Finance Charges	(107)	(109)
Profit / (Loss) before Depreciation and Tax	1,583	2,281
Depreciation	(152)	(104)
Profit / (Loss) before Tax (PBT)	1,431	2,177
Provision for Tax	(445)	(737)
Profit / (Loss) after Tax	986	1,440
Add : Provision for Deferred Tax	(25)	-
Profit / (Loss) after Tax (PAT)	961	1,440

- The Net Revenue including Export Earning (FOB) during the year was '' 1,000 Million (Previous Year: '' 1,430 Million).

Consolidated Financial Results

C In Million)

Particulars	Year Ended 31 Mar 2019	Year Ended 31 Mar 2018
Revenue from Operations	12,610	13,376
Other Income	116	68
Total Revenue	12,726	13,444
Gross Profit / (Loss) before Interest, Finance Charges and Depreciation (EBITDA)	2,175	2,963
Interest and Finance Charges	(122)	(128)
Profit / (Loss) before Depreciation and Tax	2,053	2,835
Depreciation	(364)	(305)
Profit / (Loss) before Tax (PBT)	1,689	2,530
Provision for Tax	(483)	(740)
Profit / (Loss) after Tax	1,206	1,790
Provision for Deferred Tax	(70)	(86)
Profit / (Loss) after Tax (PAT)	1,136	1,704

Dividend

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members, a dividend of '' 2/- per share of Re.1 face value, for the year ended March 31, 2019.

In the previous year ended March 31, 2018, a dividend of '' 20/per share was paid on each share of '' 10 face value, which was thereafter split into 10 shares of Re.1 face value each.

The final dividend on equity shares, if approved by the shareholders, would involve a cash outflow of '' 247 Million, including dividend taxes.

Subsidiaries

Cheminvest Pte Ltd. Singapore is a 100 % investment subsidiary of your company and it has a step-down manufacturing subsidiary viz. Optimistic Organic Sdn. Bhd., Malaysia (OOSB) in Malaysia; and another Lapiz Europe Ltd in the United Kingdom. Lapiz Europe Limited is a subsidiary of your company that handles REACH registration and regulatory compliance for the marketing of the groups products in the EU.

TCL Global BV is a Netherlands based 100% subsidiary of your company which has been established to facilitate the business, marketing, regulatory and investment requirements of your company overseas.

Business Performance

Your company has 2 principal product groups in its business portfolio; these are all presently manufactured in Ranipet, and from next year we will begin manufacturing in Gujarat, starting with our major commodity product Phthalic Anhydride.

The year started out well, but in H2 we faced market challenges.

In our commodities businesses the trading environment saw a sharp downturn in Q3 and Q4 of the year in important sectors affecting markets both of your company and those of the subsidiary in Malaysia.

While this had a number of causes, these were aggravated by the volatility in crude oil and related Petrochemical prices, the slowdown in the Far East, and the US trade restrictions that affected the Chinese and Far East markets- these caused a sharp drop in product prices.

Demand for many related commodities fell due to market apprehensions over these volatile prices, and volumes and margins shrank in India and in key export markets. In spite of excellent performance in the first two Quarters, the overall performance of your company for the year was below expectations.

A reversal in these factors is already being seen in the first Quarter of the current year. Prices have firmed up and the offtake has steadily increased since the beginning of the first Quarter.

We remain concerned over the negative impact on Indian Industry, of declining Chinese growth and the US-China trade dispute - these create large idle capacities in the Far East that depend on the Chinese market : affected producers naturally seek other markets: which better than IndiaRs,

To compound this, in thousands of industrial products the FTA''s concluded 12-15 years ago have steadily led to zero import duties for products from major economies like S.Korea and the Asean.

This is a major reason why Investment in India in the chemical sector (and in many others) has been so anaemic for a decade -it became far more profitable to import for India, than to make in India.

This has led to poor employment growth and worsening trade balance.

We are working closely with the Government to ensure fair trade in this uncertain environment. I am happy to say that the Government''s approach is very positive.

The Indian market is growing well and we are confident that policy changes under discussion will help encourage greater investment in manufacturing in India. As you are aware, in the last 2 years we have taken steps to invest in modernization of our manufacturing units and expand.

The GST has settled down and the impact has been a positive for Medium and Large scale companies. The recent and proposed changes will remove the difficulties faced by small and tiny units.

The large defaults and major scams that have blown open in these two years is a scandal that exposes the corruption and cronyism that had become endemic. There are bound to be more failures among stressed companies and groups.

We have to hope that the efforts of the regulators and this Government to expose these and bring these promoters and bankers to book, will not stop, but help create a more robust framework in our financial and governance systems.

It has made borrowing difficult and expensive even for genuine investments and companies. This is a matter for concern and need to be addressed to avoid throttling them.

The recent US announcement withdrawing preferential treatment for Indian goods will not affect most of our products.

Our Fine Chemicals products were affected by the integration difficulties of the plant improvements that took longer than expected and led to lower volumes. These have settled down only by the end of Q1-FY 2019-20.

The Market remains robust and Indian demand is growing well.

Your company has continued to work on major initiatives in growth, operating efficiencies, costs, marketing, HR and project management.

Phthalic Anhydride Business:

The division posted robust performance during Q1 and Q2 and was able to minimize the effects of downturn Q3 and Q4. During these two latter Quarters, demand for the product in

Asia and India slowed as a result of price uncertainties; margins between the raw material & final product shrunk sharply in tandem. This resulted in poor performance during these two Quarters.

The Company had to contend with imports, including off-spec products into the Country. In order to manage the situation, we have initiated many steps to mitigate this risk of dumping by distressed foreign suppliers. We are fully confident of handling these temporary issues effectively, and grow.

However, on the demand side, Asia with India in particular, continues to be the fastest growing region in the world. Our company is well placed to take advantage of this factor because of its established reputation across markets for over four decades and our technical and commercial competence in these segments.

Besides sales, effective management of inventory and receivables is critical to our health, especially in this volatile environment. The good systems and hard work on these in the last few years, helped us maintain positive cash flows without strain to fund our operations and investments in growth.

The company''s investment at Dahej in Gujarat received environment clearance and consent to establish during the year, but much later than was expected. Construction has commenced in Q3 and is in full swing. The plant is expected to be ready for operations by Q4 of 2019-20.

The modernization project envisaged at Ranipet is in its final stage of completion and is under commissioning currently in Q1 of 2019-20.

These two projects - the modernization of the technology / revamp in the existing plants, and the creation of New capacity in western India - will help the company improve efficiencies in Cost, supply-chain, Process operations and in Environmental & Safety performance. These will also provide a continuous and reliable supply of the product and address the growing market. The project in Dahej located close to customers and suppliers, will particularly help the company improve services to its customers with quick response times.

Food Ingredients and Fine Chemicals:

Food Ingredients

The demand for our products grew well and especially so in the domestic market; we were able to sell all our volumes promptly in India, the EU and start market seeding in North America. These are naturally produced and present in fruits and in all mammals & humans and are critical for metabolism. These make them among the safest of ingredients for foods, juices & beverages.

The company has been in these products since 1992, when we developed these in our R&D and commercialized them.

Being products for human consumption, and the stringent regulatory and approval processes, access into EU earlier from 1993 and more recently into the US and to global users, customer specific product development exercises that were started in recent years have enabled us to meet the needs of prestigious new customers in the market globally. This has helped us acquire prime new customers in the US and EU during the year.

We continue to be the preferred & exclusive supplier to most customers in the domestic market; and a key supplier to many MNC customers in the European market. We have built up an excellent reputation in the markets we serve and the competence to deliver to the requirements of demanding customers across geographies.

The domestic market is still very fragmented and the company has set up an effective distribution network to serve the many small and tiny users across the country for different applications.

The new technology developed in-house for these products was commercialized and stabilized during the year and continues to be operated at the modernized facility. There were some production interruptions and losses during the implementation of these changes. These are since in full operation.

Your company has taken steps to obtain Indian and global patents for the same.

With these, we have laid the foundations to grow these businesses further with the project now under planning.

The Phthalic derivatives products performed steadily. Subsidiary - Optimistic Organic Sdn Bhd, Malaysia :

There were sharp fluctuations in feedstock and product prices in Asia, which led to below targeted volumes and margins. Again this was mainly in H2 of the year but impacted the whole year''s performance. Despite this, the company was able to maintain profitable performance during the year.

Our subsidiary also initiated restructuring of Maleic Anhydride sales across various markets in South East Asia, India, Middle East and Europe for maximizing its margins.

The MA derivatives project was recently commissioned. Trial production to stabilize the operations is underway. These are used as additives in water-based coatings, adhesives, emulsions, etc. Our product quality meets international standards and is under trials at various customers for acceptance and placement of orders. This project was fully funded by the subsidiary''s internal cash flows - a result of their working capital management initiatives.

During H2, the Board of the subsidiary revamped it''s management team; a new Managing Director Mr. Ambrish Maheswari took charge- he has over 35 years of experience in Technology, Projects, and Business Management at senior levels in a global environment. He joined us from the Aditya Birla group, where he was the Managing Director of one of the group''s companies in Thailand.

Besides him, they have inducted a new Manufacturing head & executive team, and have also set up a Technology & Project group.

These will help the company improve operations; and to implement a further expansion in capacity in Maleic Anhydride that they are now planning.

STANDALONE FINANCIAL RESULTS OF THE SUBSIDIARY (OOSB)	Year Ended 31 Mar 2019	Year Ended 31 Mar 2018
Revenue from Operations	42.40	51.65
Other Income	0.55	0.03
Total Revenue	42.95	51.68
Gross Profit / (Loss) before Interest, Finance Charges and Depreciation (EBITDA)	6.94	9.39
Interest and Finance Charges	0.08	0.60
Profit / (Loss) before Depreciation and Tax	6.86	8.79
Depreciation	3.13	3.23
Profit / (Loss) before Tax (PBT)	3.73	5.56
Provision for Tax	0.42	-
Profit / (Loss) after Tax	3.31	5.56
Add : Provision for Deferred Tax	0.57	(1.36)
Profit / (Loss) after Tax (PAT)	2.74	4.20

GROWTH AND NEW PROJECTS :

While there are many challenges current and new, our abilities to manage these we have a strong base and a good reputation with our suppliers, customers and stakeholders, built over many decades.

The Management and Operating teams are highly motivated and capable. We are further strengthening our teams and our systems to manage the planned growth and challenges ahead.

The markets for our products are strong, and we are creating the needed diversity in products, customers and geographies to address vagaries.

Two years ago we started on investments in modernization in our older plants in India & Malaysia, and growth in product range and capacity in Malaysia and now in western India.

We are confident of prospects, despite the increased volatility worldwide.

Phthalic Anhydride:

The company will cater to the growing demand of the product from its modernized facility in Ranipet in Tamil Nadu and from its new facility in Dahej, Gujarat now under implementation. These will improve efficiencies and cost competitiveness, besides serve our major customers in western India more effectively.

Efforts are on with the Government of India by the chemical industry to address the injury caused to domestic production by unfavorable FTAs and Trade Policies and the surging imports of various products.

Subsidiary - Optimistic Organic Sdn Bhd., Malaysia:

The plants at OOSB need to be expanded & modernized to deliver higher production and to deliver the cost efficiencies of modern plants, with current global standards of safety and reliability.

The initial design work is in progress. They propose to fund this project over the next two years largely with their internal cash flows, supplemented by borrowing. It will add over 50% to their capacity, and bring down costs, both due to technology and scale.

Additional production of Maleic Anhydride will be sold to the customers in Europe, Middle East, India, South East Asia and Japan catering to the growing demand in these market segments.

Food and Feed Ingredients

Production from the revamped facility in India, will enable the company to address the growing requirements both in the domestic and international markets in the ensuing year FY-20. It will also help in ensuring market seeding and in-depth development for the product in the US and Europe ahead of the project being evaluated.

This project under final stages of evaluation, is designed to produce these food ingredients & fine chems and their intermediates, in the US; this is proposed in an integrated unit, based on the large volumes of low-cost raw material from shale gas, available locally.

Your company is in the final stages of studying the project viability. Negotiations for the site, raw materials, state incentives and other aspects are nearing a final stage and your company expects to be ready to start investing in the project within the next few months. This investment will substantially increase the footprint of your company as a player in these products globally, and prepare the basis for future growth in bulk chemical products and these and many other fine chemicals, based out of the best feedstock location worldwide.

Funding - for Operations and Investments Our Balance Sheets on a stand-alone & consolidated basis are robust and our cash flows over the last few years have been good. This has given us the resources and the confidence to invest in the future - in India and overseas. We remain conservative in borrowings and leverage.

Risk Management:

Two years ago, we improved the rigour of risk management approach - with an external specialist, supervised by a subcommittee which includes experienced Directors and members from the management team.

A large number of major and minor prospective risks have been identified both internal and external to the company. These include strategic, supply chain, business, financial, safety, fraud, efficiency, competition, succession and a host of other aspects. These are evaluated based on priorities, and a structured programme of mitigation and review being put in place. This is an ongoing exercise.

Our People

We are fortunate to have a deeply motivated team of managers and staff, across the company.

As we informed you last year, your Company started a revamp of the management structure and Teams in 2012.

Over these years, this has led to improved competence in Manufacturing & Technology, in supply chain, Business & Marketing, and in Finance, Safety, Sustainability and Compliance.

To manage future growth, a programme of staff & leadership development and succession planning was initiated two years ago, aligned with ongoing performance improvement programmes. This has started showing initial results.

On your behalf and on behalf of the Board, we thank all our employees for their hard work and outstanding commitment to your Company.

Our Associates

We have a close relationship with the many associates in our business- our Customers, Bankers, Regulatory Agencies, Suppliers, Distributors, and the many service providers and many specialist consultants. We treat them as partners in our business and developed into rewarding and close relationships with them.

BOARD AND MANAGEMENT

The Board of your Company consists of

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

- Two Executive Directors: -

- Mr. P.M.C. Nair: Director (Manufacturing & Projects)

- Ms. Ramya Bharathram: Director-Strategic Initiatives and Chief Financial Officer

- Six Independent Non-Executive Directors:

- Mr. R. Ravi Shankar

- Mr. N. Subramanian

- Mr. Raj Kataria

- Mr. Dhruv Moondhra

- Mr. Arun Ramanathan

- A Non-Executive Director:

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

- An Additional Director:

- Mr. Rajeev M Pandia They are supported closely by

- Mr. C.G. Sethuram - Chief Executive Officer

- Mr. T. Rajagopalan - Company Secretary And the Business and Functional Heads

- Mr. S.V.S Rama Raju - President

- Mr.S. Venkatraghavan - President

- Mr. Sanjeev Gokhale - Vice President-International Marketing

- Mr B. Krishnamurthy - Sr. General Manager-Finance During the year, your Board has inducted (at its meeting held on 24^th July, 2018) Mr. Rajeev M Pandia as an Additional Director. As his term of appointment expires on the conclusion of the ensuing Annual General Meeting, the Board recommends his appointment as an Independent Director of the Company under Sec.149 of the Companies Act, 2013.

The term of appointment of the Chairman and Managing Director, Mr. R. Parthasarathy will be expiring as on July 31, 2019, and the Board recommends his re-appointment as the Chairman and Managing Director of the Company for a further period of three years from August 01, 2019.

The term of four Independent Directors of the Company ends on August 5, 2019. Hence it is proposed to reappoint them at the ensuing Annual General Meeting.

Your Directors play a very active role in the Company. They bring in expertise in Business Strategy and Management, Technology, Finance & Accounting, Governance, Project Appraisal & Management, Government Relations.

Their interaction with the management team is frequent and intense, at the Board and Committees, through reviews, suggestions, criticisms & advice to the management team over the last 7 years.

The executive management team in turn has been very transparent in presenting and discussing initiatives & plans and failures, issues & 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 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 of these are given in the Corporate Governance Report.

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.

We support them financially and through management reviews and in their infrastructure planning & development process.

The TCT works in Vellore district where our main Indian manufacturing site is located, since 1983, providing services in Community Healthcare, Women''s Empowerment, Disability, De-addiction, and Village Development.

The TCT founded and operates the Thirumalai Mission Hospital, which provides primary healthcare in 315 villages, covering over 160,000 people. The Hospital provides both out-patient and in-patient services through departments of General Medicine, Emergency services, Intensive Medical Care, General Surgery, Pediatrics, Obstetrics, Gynecology, Orthopedics, ENT, Dentistry, Physiotherapy, De-addiction & Rehabilitation.

With our company''s support, the Thirumalai Mission Hospital has set up a separate center for Non-Communicable Diseases such as Cardiovascular, Diabetes, Thyroid disorders, Endocrinology, Obesity, Osteoporosis, etc.

This addresses a critical need of the community.

The Vedavalli Vidyalaya Schools (with 3 schools at 2 campuses), managed by the Akshaya Vidya Trust, have around 2,600 students, out of whom 70% are from rural families.

Their performance is reviewed periodically by the Company''s CSR Committee.

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 installments to the Financial Institutions and Banks are being made as per schedule. Your Company has not collected any Fixed Deposits during the Financial Year.

Contribution to the Exchequer:

The amounts paid to the Central and State Exchequer by way of GST, Customs duties (incl. paid to supplier), Income Tax and other taxes, is about '' 1,828 Million on Gross Sales of about '' 9,943 Million (Previous Year '' 2,346 Million on Gross Sales of about '' 10,372 Million).

Contribution to the Exchequer is about 18.38 % of your Company''s Sales.

Exports:

Calculated on FOB basis, Exports amounted to '' 1,000 Million (previous year '' 1,430 Million)

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 arm''s 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 Accounting Standards (Ind As 24) 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 Company''s 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 Company has constituted a Business risk management Committee and the details of the Committee are as under:

Sl. No.	Name of member	Category
1	Mr. Dhruv Moondhra	Independent Director
2	Mr. R. Parthasarathy	Managing Director
3	Mrs. Ramya Bharathram	Executive Director/CFO
4	Mr. C.G.Sethuram	Chief Executive Officer
5	Mr. P.M.C. Nair	Executive Director
6	@Mr. P. Krishnamooorthy	Chief Financial Officer

@ till 31.05.2018

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 Trust''s Health and Rural development projects and for the Akshaya Vidya Trust''s Educational programmes.

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

S.No.	Name of the Director	Category
1.	Mr. N. Subramanian	Independent Director
2.	Mr. Raj Kataria	Independent Director
3.	Mr. R. Sampath	Director (Promoter)

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

The Company''s total spending on CSR is 1.53% of the average profit after taxes in the previous three financial years towards

Health and Sanitation Programmes more details given in the Annexure - A.

Statement pursuant to Listing Agreement

Your Company''s 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.

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 Directors, covering various aspects of the Board''s 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 was 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 Board''s 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. AAC-2085) 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 29, 2017, to hold office from the conclusion of the Forty Third AGM till conclusion of the Forty Eighth AGM to be held in the year 2021.

Internal Auditors

The Internal Auditors M/s. M.S. Krishnaswamy & Co have played an important role in strengthening the internal controls within the Company. The Company''s System Auditors M/s. Aneja Associates contributed significantly in improving our Business processes and our compliance & governance systems and practices.

Cost Auditors

Mr. G. Sundaresan, Cost Accountant, was 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 2018-19. The Cost Audit Report was filed with MCA, Government of India, by the Company on August 16, 2018, well before September 30, 2018, the due date of filing for the Financial Year 2017-18.

Secretarial Audit

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended March 31, 2019 is attached to this Report. The Secretarial Audit Report does not contain any qualification, or reservations or adverse remark.

Web link of Annual Return

Pursuant to provisions of section 92(3) and Section 134

(3) (a) of the Companies Act, 2013 a copy of Annual Return of the Company for the year ended March 31, 2019 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 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 B to the Directors'' report.

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 employee''s 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) 95.72: 1

2. Mrs. Ramya Bharathram (Executive Director and CFO*) 41.08 : 1

3. Mr. P. Mohana Chandran Nair (Executive Director) 16.74 : 1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

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) : (13.27)%

Mr. T. Rajagopalan - (Company Secretary) : (1.4)%

Mrs. Ramya Bharathram, Whole time 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 CFO.

c) The percentage increase in the median remuneration of employees in the Financial Year: 0.37 %

d) The number of permanent employees on the rolls of Company: 487

e) The explanation on the relationship between average increase in remuneration and Company performance:

The Company''s PAT has declined from 1,440 Million to 961 Million, a decrease of 33% against which the average decrease in remuneration is 19%;

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Name	Designation	Remuneration IN ''*	% Increase In Remuneration	PAT in Mn	% decrease in PAT
Mr.R. Parthasarathy	Managing Director	32,703,257	(13.27) %	964	( 33 )%
@Mr.P. Krishnamoorthy	Chief Financial Officer	2,108,759	-
#Mrs. Ramya Bharathram	Whole Time Director and Chief Financial Officer	14,034,800	(2.06)%
Mr. T.Rajagopalan	Company Secretary	3,129,200	(1.40) %

* It consists of Salary/Allowance & Benefits. @ CFO till 31.05.2018

# Appointed as a CFO on 24.07.2018

The remuneration of the Managing Director Mr. R. Parthasarathy includes the commission of '' 15 Mn, which works out to approximately 1.55 % to the net profit for the Financial Year ended March 31, 2019.

As per the Compensation Policy, the compensation of the key managerial personnel is based on various parameters including Internal Benchmarks, External Benchmarks, and 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 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 / Particulars #	Issued Capital (No. of Shares)	Closing Market Price per share ''	EPS in Rs,	PE Ratio	Market Capitalization ('' in Cr)
31.03.2018	102388120	170.26	14.06	12.11	1743.26
31.03.2019	102388120	88.30	9.03	9.77	904.09
Increase / (Decrease)	NA	(81.96)	(5.03)	(2.34)	(839.17)
% of Increase/ (Decrease)	NA	(48.14)	(35.78)	(19.32)	(48.14)
Issue Price of the share at the last Pubic Offer (IPO)		1
Increase in market price as on 31.03.2019 as compared to Issue Price of IPO		87.30
Increase in %		8730

# figures recast to reflect corresponding to split of face value from 17^th August 2018 (from '' 10 each to Re.1 each).

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 7.99% for Employees other than Managerial Personnel & 1.89 % 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), Mrs. Ramya Bharathram (Executive Director) and Mr. P. Mohana Chandran Nair, (Executive Director), no Directors have been paid any remuneration, as only sitting fees are 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-C.

Cautionary Statement

Company''s 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 Company''s 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

Mumbai R. Parthasarathy R. Ravi Shankar

6^th May 2019 Managing Director Director

(DIN:00092172) (DIN:01224361)

---

Mar 31, 2018

To,

The Members

Thirumalai Chemicals Limited

The Directors are pleased to present to you the Forty Fifth Annual Report & Audited Statement of Accounts of the Company for the year ended March 31, 2018. The Management Discussion and Analysis has also been incorporated into this report.

STANDALONE FINANCIAL RESULTS

(Rs. In Million)

Item	Year Ended	Year ended
	31 Mar 2018	31 Mar 2017
Revenue from Operations	10372	9446
Other Income	100	78
Total Revenue	10472	9524
Gross Profit / (Loss) before	2390	1403
Interest, Finance Charges and
Depreciation (EBITDA)
Interest and Finance Charges	109	146
Profit / (Loss) before	2281	1257
Depreciation and Tax
Depreciation	104	140
Profit / (Loss) before Tax (PBT)	2177	1117
Provision for Tax	(737)	(390.0)
Profit / (Loss) after Tax	1440	727
Add : Provision for Deferred Tax	-	14
Profit / (Loss) after Tax (PAT)	1440	741

- The Net Revenue including Export Earning (FOB) during the year was Rs. 1430 Million (Previous Year: Rs. 1088.8 Million).

CONSOLIDATED FINANCIAL RESULTS (Rs. In Million)

	Year Ended 31 Mar 2018	Year ended 31 Mar 2017
Revenue from Operations	13376	11158
Other Income	68	41
Total Revenue	13444	11199
Gross Profit / (Loss) before	2963	1618
Interest and Finance Charges
and Depreciation (EBITDA)
Interest and Finance charges	128	167
Profit / (Loss) before	2835	1451
Depreciation and Tax
Depreciation	305	358
Profit / (Loss) before Tax (PBT)	2530	1093
Provision for Tax	(740)	(391)
Profit / (Loss) after Tax	1790	702
Add : Provision for Deferred Tax	(86)	5
Profit / (Loss) after Tax (PAT)	1704	707

Dividend

Based on the Company’s performance, the Directors are pleased to recommend for approval of the members, a dividend of Rs. 20/- per share for the year ended March 31, 2018 (previous year Rs. 18.75 per share was paid).

The final dividend on equity shares, if approved by the shareholders, would involve a cash outflow of Rs. 247 Million, including dividend taxes.

Subsidiaries

Cheminvest Pte Ltd. Singapore is a 100 % investment subsidiary of your Company and it has a step-down subsidiary viz. Optimistic Organic Sdn. Bhd., Malaysia (OOSB), a manufacturing Company in Malaysia and another viz. Lapiz Europe Limited in the United Kingdom.

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 Arm’s 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 Accounting Standards (AS18) 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 Company’s 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 a 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 Company has constituted a Business Risk Management Committee and the details of the Committee are as under:

Sl. No.	Name of member	Category
1	Mr. Dhruv Moondhra	Independent Director
2	Mr. R. Parthasarathy	Managing Director
3	Mrs. Ramya Bharathram	Executive Director
4	Mr. C.G.Sethuram	Chief Executive Officer
5	Mr. P.M.C. Nair	Executive Director
6	Mr. P.Krishnamoorthy	Chief Financial Officer

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 Trust’s Health and Rural development projects and for the Akshaya Vidya Trust’s Educational programmes.

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

S.No.	Name of the Director	Category
1.	Mr. N. Subramanian@	Independent Director
2.	Mr. Raj Kataria	Independent Director
3.	Mr. R. Sampath	Director (Promoter)
4.	Mr. P. Shankar *	Independent Director

@ Inducted from 28/10/2017 # Ceased from 31/07/2017

A detailed note is given in the Corporate Governance report.

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

The Company’s total spending on CSR is 2.97% of the average profit after taxes in the previous three financial years towards Health Programmes.

Statement pursuant to Listing Agreement

Your Company’s 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.

Report on Corporate Governance

A Report on Corporate governance is annexed herewith. The Auditors’ Report on the same is also annexed. Extracts of annual return and Secretarial Audit report are attached as required u/s 134 of the Companies Act, 2013.

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 Directors, covering various aspects of the Board’s 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 was 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 Board’s 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 your 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. AAC-2085) 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 29, 2017, to hold office from the conclusion of the Forty Third AGM till conclusion of the Forty Eighth AGM to be held in the year 2021.

Internal Auditors

The Internal Auditors M/s. M.S. Krishnaswamy & Co have played an important role in strengthening the Systems and internal Controls within the Company. The Company’s System Auditors M/s. Aneja Associates also contributed significantly in improving the System Operating Procedures.

Cost Auditors

Mr. G. Sundaresan, Cost Accountant, was 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 2017-18. The Cost Audit Report was filed with MCA, Government of India, by the Company on August 08, 2017, well before September 30, 2017, the due date of filing for the Financial Year 2016-17.

Secretarial Audit

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is attached to this Report. The Secretarial Audit Report does not contain any qualification, or reservations or adverse remark.

Extracts of Annual Return

Extracts of Annual Return of the Company for the year ended March 31, 2018 are attached to this Report.

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 B to the Directors’ report.

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 employee’s 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) 110.77 : 1

2. Mrs. Ramya Bharathram ( Executive Director) 42.10 : 1

3. Mr. P. Mohana Chandran Nair (Executive Director) 15.95 : 1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

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) : 36.10 %

Mr. P. Krishnamoorthy - (Chief Financial Officer) : 16.81 %

Mr. T. Rajagopalan - (Company Secretary) : 19.68 %

c) The percentage increase in the median remuneration of employees in the Financial Year: 7.18 %

d) The number of permanent employees on the rolls of Company: 461

e) The explanation on the relationship between average increase in remuneration and Company performance:

The Company’s PAT has grown from Rs. 741 Million to Rs. 1440 Million, an increase of 94% against which the average increase in remuneration is 22.99%; and this increase is aligned with the Compensation Policy of the Company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Name	Designation	Remuneration in ‘*	% Increase in Remuneration	PAT in Million*	% Increase in PAT
Mr.R. Parthasarathy	Managing Director	37,705,028	36.10 %	1440	94%
Mr. P. Krishnamoorthy	Chief Financial Officer	5,595,800	16.81 %
Mr. T. Rajagopalan	Company Secretary	3,173,670	19.68 %

*It consists of Salary/Allowance & Benefits.

The remuneration of the Managing Director Mr. R. Parthasarathy includes the commission of Rs. 20 Million, which works out to approximately 1.39 % to the net profit for the Financial Year ended March 31, 2018.

It may be noted that the increase in the remuneration is mainly due to the significant increase in Net Profit, and commission as a result.

As per the Compensation Policy, the compensation of the key managerial personnel is based on various parameters including Internal Benchmarks, External Benchmarks, and 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 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 Rs.	EPS in Rs.	PE Ratio	Market Capitalisation (Rs. in Cr)
31.03.2017	10238812	883.35	72.41	12.20	904.45
31.03.2018	10238812	1702.60	140.63	12.11	1743.26
Increase / (Decrease)	NA	819.25	68.22	(0.09)	838.81
% of Increase/ (Decrease)	NA	92.74	94.21	(0.74)	92.74
Issue Price of the share at the last Pubic Offer (IPO)		10
Increase in market price as on 31.03.2018 as compared to Issue Price of IPO		1692.60
Increase in %		16926

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 11.36 % for Employees other than Managerial Personnel & 17.83 % 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), Mrs. Ramya Bharathram (Executive Director) and Mr. P. Mohana Chandran Nair, (Executive Director), no Directors have been paid any remuneration, as only sitting fees are 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-C.

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

Mumbai R. Parthasarathy R. Ravishankar

3^rd May 2018 Managing Director Director

(DIN:00092172) (DIN:01224361)

---

Mar 31, 2017

To,

The Members

Thirumalai Chemicals Limited

The Directors are pleased to present to you the Forty Fourth Annual Report & Audited Statement of Accounts of the Company for the year ended March 31, 2017. The Management Discussion and Analysis has also been incorporated into this report.

(Rs. In Mn)

STANDALONE FINANCIAL	Year Ended	Year ended
RESULTS	31 Mar 2017	31 Mar 2016
Revenue from Operations	8,614.7	7,804.4
Other Income	77.7	116.7
Total Revenue	8,692.4	7,921.1
Gross Profit / (Loss) before	1,422.1	957.7
Interest, Finance Charges and
Depreciation
Interest and Finance Charges	150.3	209.7
Profit / (Loss) before	1,271.8	748.0
Depreciation and Tax
Depreciation	141.4	107.9
Profit / (Loss) before Tax	1,130.4	640.1
Provision for Tax	(390.0)	(235.0)
Profit / (Loss) after Tax	740.4	405.1
Add : Provision for Deferred Tax	14.2	22.2
Profit / (Loss) after Tax	754.6	427.3
Balance in Profit & Loss Account	971.8	667.8
Less : Adjustments related to	0.0	0.0
Depreciation
Add : Profit / (Loss) for the year	754.6	427.3
Profit available for	1,726.4	1,095.1
appropriation

- On a Net Revenue from operation of Rs.8,614.7 Mn (Previous Year: Rs.7804.4 Mn)

- the Gross Profit of the Company amounted to Rs.1,422. 1 Mn (Previous Year: Rs.957. 70 Mn).

- After providing for Interest & Finance charges, and Depreciation, the Profit after Tax is Rs.754.6 Mn (Rs.427.3 Mn in the previous year).

- The Net Revenue includes Export Earning (FOB) of Rs.1,088.8 Mn (Previous Year: Rs.1023.8 Mn),

- and Other Income of Rs.77. 7 Mn (Previous Year: Rs.116.7 Mn),

Dividend

Based on the Company’s performance, the Directors are pleased to recommend for approval of the members a dividend of Rs.18.75 per share for the year ended March 31, 2017 (previous year a total of Rs.10 per share was paid by two interim dividends)

The final dividend on equity shares, if approved by the shareholders, would involve a cash outflow of Rs.231.1 Mn, including dividend taxes.

Subsidiaries

Tarderiv International Pte Ltd., Singapore is a 100 % investment subsidiary of your Company and it has a wholly owned step-down subsidiary , Cheminvest Pte Ltd. Singapore, which in turn owns 100% of Optimistic Organic Sdn. Bhd., Malaysia (OOSB) a manufacturing Company in Malaysia.

Business Performance

Your Company has improved its performance in 2016-17. The markets for our products were robust. We were able to make significant improvements in Business efficiencies and Margins, Costs, Working Capital management and Finance Charges. These have helped us improve profitability and Cash flows.

Indian demand for most products is growing steadily. We also see an increasing demand for better products & services, and in newer applications. We have responded proactively to these by better packaging, logistics & customer service, and product differentiation to help us retain and improve our market share.

Both within India and in our many overseas markets , Thirumalai Chemicals Limited is a respected and preferred supplier.

On the Trade front, the FTAs that India has signed in the last decade with ASEAN, Singapore, Thailand and South Korea have resulted in a ballooning of low priced imports of Phthalic Anhydride and many other products. Similarly over the past two years, our customers are faced by surging imports of their products - Plasticizers, Resins, Compounds. This is driven by desperate companies in countries having large surpluses - the result of slowdown of Chinese and Local demand. The Zero Duty on these products caused by the FTAs further supports them, at the expense of Indian manufacturing, jobs and deficits. India has become the natural dumping ground for surpluses at any price.

We are now working with the Government, with our Customers and Industry Associations to see how this can be addressed. The GOI has been very helpful and is deeply concerned.

Meanwhile, over the past few years we have made sustained efforts to improve competitiveness through a number of initiatives. Most of these have reached maturity. The steady improvement over the past few years and the positive results during the year is a result of these initiatives.

The Company is now far more resilient to fight competition, and to grow.

Phthalic Anhydride Business :

The business unit performed well.

We have had some growth in Phthalic Anhydride. But this was partly muted by the inverted duty structure between our Product and Raw material.

Largely due to active representations and work by us and our Industry, the Government in its recent Budget, reduced the import duty for our main feedstock to Zero from 2.5% ( this was earlier reduced from 5% to 2.5%). This has given us some relief. Your Company’s successes in efficiency improvement and management of cost, volatility, and supply chain helped us mitigate these structural negatives. We managed to maintain and improve operating margins and cash flows.

We have touched on our plans for technology change, manufacturing revamp and capacity additions, later in this report.

Food Ingredients and Fine Chemicals:

The Food Ingredients and Fine Chemicals businesses also did well.

A first Phase expansion of these units was completed recently, and has reached full capacity.

Further increases are under execution this year.

Domestic marketing for these products has been strengthened and we have started on a programme of product customization and product differentiation to add value. These initiatives involve working closely with the customers so that we can satisfy their new and changing functional requirements.

This enables us to improve our customer base in these products globally, and forms the basis for our growth plans.

Subsidiary - Optimistic Organic Sdn Bhd., Malaysia:

Our Subsidiary M/s Optimistic Organic Sdn, Bhd., (OOSB) has completed its Maleic Anhydride expansion. As this was built within a functioning petrochemical plant, the plant went through a number of shutdowns which caused production and sales losses during the expansion works and start-up. The ramp up to full capacity has also been slow, affecting their performance during the year. In spite of loss of volumes their cash flows during the past years were decent and largely funded the expansion and refurbishment programme.

We now expect better performance from them during FY-18. The subsidiary is diversifying into downstream derivatives and value added products, which will make it stronger. The location of OOSB provides strong advantages in raw materials, utilities and logistics.

These plans are designed to dovetail with our growth strategies.

Industrial Relations:

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

Financial and Operating Performance:

Your Company achieved a Net profit of Rs.754.6 Mn compared to Net profit of Rs.427.3 Mn in the previous year, a Gross Profit before Interest and Finance Charges and Depreciation of Rs.1,422.1 Mn (previous year Rs.957.70 Mn) and a Profit Before Depreciation and Tax of Rs.1,271.80 Mn (previous year Rs.748.0 Mn).

Finance

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

The amounts paid to the Central and State Exchequer by way of Excise Duty, Sales Tax, Customs duties ( incl. paid to supplier), Income Tax , etc., is about Rs.1,571.5 Mn on Gross Sales of about Rs.8,614.7 Mn .

Contribution to the Exchequer is about 18 % of your Company’s Sales

Exports:

Calculated on FOB basis, Exports amounted to Rs.1,088.8 Mn (previous year Rs.1,023.8 Mn)

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 Arm’s length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and were within the ambit of clause 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 Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s 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. Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee and the details of the Committee are as under:

Sl. No.	Name of member	Category
1	Mr. Dhruv Moondhra	Independent Director
2	Mr. R. Parthasarathy	Managing Director
3	Mrs. Ramya Bharathram	Executive Director
4	Mr. C.G.Sethuram	Chief Executive Officer
5	Mr. P.M.C. Nair	Executive Director
6	Mr. P.Krishnamoorthy	Chief Financial Officer

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 is 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 Trust’s Health and Rural development projects.

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

Sl.No.	Name of Director	Category
1	Mr. P. Shankar	Independent Director
2	Mr. Raj Kataria	Independent Director
3	Mr. R. Sampath	Director

A detailed note is given in the Corporate Governance report.

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

The Company’s total spending on CSR is 2.05 % of the average net profit in previous three financial years towards Health and Education Programmes.

Statement pursuant to Listing Agreement Your Company’s 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.

Report on Corporate Governance

A Report on Corporate governance is annexed herewith. The Auditors’ Report on the same is also annexed. An extract of annual return and Secretarial Audit report are attached as required u/s 134 of the Companies Act, 2013.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Directors, covering various aspects of the Board’s 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 was 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 Board’s 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 towards 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.

- Building Team work among Board members.

- Effective Coordination between 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 your 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 29, 2016, to hold office from the conclusion of the Forty Third AGM till conclusion of the Forty Eighth AGM to be held in the year 2021.

Internal Auditors

The Internal Auditors M/s. M.S. Krishnaswamy & Co have played an important role in strengthening the Systems and internal Controls within the Company. The Company’s System Auditors M/s. Aneja Associates also contributed significantly in improving the System Operating Procedures.

Cost Auditors

Mr. G. Sundaresan, Cost Accountant, was 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 2016-17. The Cost Audit Report was filed with MCA, Government of India, by the Company on August 02,2016, well before September 30, 2016, the due date of filing for the Financial Year 2015-16.

Secretarial Audit

The Board appointed M/s. R.M. Mimani & Associates LLP, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended March 31, 2017 is attached to this Report. The Secretarial Audit Report does not contain any qualification, or reservations or adverse remark.

Extract of Annual Return

Extract of Annual Return of the Company for the year ended March 31, 2017 is attached to this Report

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 A to the Directors’ report.

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 employee’s 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) 87.23 : 1

2. Mrs. Ramya Bharathram (Executive Director) 45.89 : 1

3. Mr. P. Mohana Chandran Nair (Executive Director) 12.76 : 1 For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

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

Mr. P. Krishnamoorthy (Chief Financial Officer) : 44%

Mr. T. Rajagopalan (Company Secretary) : 28%

c) The percentage increase in the median remuneration of employees in the financial year : 9.38%

d) The number of permanent employees on the rolls of Company : 418

e) The explanation on the relationship between average increase in remuneration and Company performance:

The Company’s PAT has grown from Rs.427.3 Mn to Rs.754.6 Mn, an increase of 76% against which the average increase in remuneration is 10.23%; and this increase is aligned with the Compensation Policy of the Company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Name	Designation	Remuneration IN Rs.	% Increase In Remuneration	PAT Rs. in Mn	% Increase in PAT
Mr.R. Parthasarathy	Managing Director	27,703,527	NIL	740.4	76
Mr.P. Krishnamoorthy	Chief Financial Officer	4,790,600	44
Mr. T. Rajagopalan	Company Secretary	2,651,870	28

* It consists of Salary/Allowance & Benefits.

The remuneration of the Managing Director Mr. R. Parthasarathy includes the commission of Rs.10 Mn , which works out to approximately 1.33 % to the net profit for the Financial Year ended March 31, 2017.

It may be noted that the increase in the remuneration is mainly due to the significant increase in Net Profit, and commission as a result.

As per the Compensation Policy, the compensation of the key managerial personnel is based on various parameters including Internal Benchmarks, External Benchmarks, and 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 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 Rs.	EPS in Rs.	PE Ratio	Market Capitalisation (Rs. in Mn)
31.03.2016	10,238,812	179.95	41.73	4.31	1,842.50
31.03.2017	10,238,812	883.35	73.71	11.98	9,044.50
Increase / (Decrease)	NA	703.40	31.98	7.67	7,202.00
% of Increase/ (Decrease)	NA	390.89	76.64	177.96	390.88
Issue Price of the share at the last Pubic Offer (IPO)		10
Increase in market price as on 31.03.2017 as compared to Issue Price of IPO		873.35
Increase in %		8,733.50

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 9.38 % for Employees other than Managerial Personnel & 37.98 % for Managerial Personnel (KMP and Senior Management)

i) The key parameters for any variable component of remuneration availed by the Directors:

Except for Mr. R. Parthasarathy (Managing Director), Mrs. Ramya Bharathram (Executive Director) and Mr. P. Mohana Chandran Nair, (Executive Director), no Directors have been paid any remuneration, as only sitting fees are paid to them. The said Directors have not been paid any variable remuneration. The Directors are eligible for a commission on Net Profits subject to the approval of the Shareholders at their meeting held on July 5, 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-B.

Cautionary Statement

Company’s 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 Company’s 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

Chennai R. Parthasarathy R. Ravishankar

20^th May 2017 Managing Director Director

(DIN:00092172) (DIN:01224361)

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Mar 31, 2014

The Directors present the FORTY FIRST ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2014.

(Rs. In Lakhs)

STANDALONE FINANCIAL RESULTS Year ended Year ended

31.03.2014 31.03.2013

Revenue from Operations 103,344 114,564

Income from Windmill Operation 137 192

Other Income 1584 816

105,065 115,572

Gross Profit / (Loss) before Interest and Finance charges and Depreciation 6,107 10,912

Interest and Finance charges 4,542 5,202

Profit / (Loss) before Depreciation and Tax 1,565 5,710

Depreciation 1,221 1,287

Profit / (Loss) before Tax 344 4,423

Provision for Current Tax 260 1,884

Profit / (Loss) after Current Tax 84 2,539

Provision for Deferred Tax 273 236

Profit / (Loss) after Tax 357 2,775

Balance in Profit & Loss Statement 5,621 4,041

5,978 6,816

APPROPRIATIONS

Dividend - 768

Tax on Dividend - 127

General Reserve - 300

Balance carried forward - 5621

5,978 6,816

On a Revenue from operation of Rs.103,344 Lakhs (Rs.114,564 Lakhs) including Export earning on FOB basis of Rs.7,187 lakhs (Rs.6,595 lakhs), Income from windmill operation of Rs.137 Lakhs (Rs.192 Lakhs) and Other Income of Rs.1584 lakhs (Rs.816 lakhs), the Gross Profit of the Company amounted to Rs. 6,107 lakhs (proft of Rs.10,912 lakhs in the previous year). After providing for Interest and Finance charges, Depreciation, the Profit after Tax is Rs.357 lakhs (Rs.2,775 lakhs in the previous year).

Dividend: Your Directors, intend to conserve the resource, have not recommended for any dividend for financial year 2013-14 (Previous Year total dividend – Rs.7.50 per share).

Subsidiaries : Tarderiv International Pte Ltd., Singapore is a wholly-owned subsidiary of your Company and it has two step-down subsidiaries viz., Cheminvest Pte Ltd, Singapore and Optimistic Organic Sdn. Bhd., Malaysia.

MANAGEMENT''S DISCUSSIONS AND ANALYSIS

The Performance, Plans and Prospects of your Company are given below.

1. Scenario overview

2013-14 was a difficult year for the region and for India. India''s growth in key sectors was fat, and in some sectors negative. This was aggravated by high inflation for the third year in a row, large public deficits and a sharp devaluation of the rupee and a mood of economic crisis.

2. Your Companies Businesses:

Phthalic Anhydride (PA)

The PA business was badly impacted by low volumes and margins, since the main customer segments viz., Construction, Plastics, Auto, and Paints suffered deeply. The situation was further affected by the Government''s Trade and Commerce policies, resulting in a food of low priced import from around the world – which increased by 100% in the last 6 - 8 months.

These resulted in capacity utilization falling sharply in the second half. Unit costs are very dependent on capacity utilization; these two factors lead to losses in the PA business.

The senior management team is actively working toward correcting the unfair trade situation at a policy level, and we are now hopeful of correction.

PA Derivatives

PA Derivatives business performed reasonably well; but demand was stagnant.

Both in our PA and Derivatives businesses, your company''s Business & Manufacturing teams are working on internal cost reduction projects aimed at reducing manufacturing and sales cost in various areas -- in energy, packing and logistics, finance and improving business efficiencies.

The Food Ingredients Businesses

These businesses were positive contributors; this despite the slowdown in the Indian market and in the export market in Europe.

These businesses continued to be profitable and to some extent mitigated the loss from the PA business.

Overseas Subsidiary : Optimistic Organic Sdn. Bhd., (OOSB), Malaysia

Maleic Anhydride (MA) is a very versatile intermediate that goes into many dozens of Specialty Applications in Foods, Polymers, Coatings, Pharma and Specialty Chemicals.

Your overseas subsidiary M/s. OOSB registered a turnover of USD 45.25 million, (prev year USD 51.22 million), a decrease of 11.66 % over the previous year, and a profit before tax of USD 2.46 million (prev year USD 3.61 million).

The profit was impacted by the shut downs, especially for plant refurbishments which are critical for the planned expansion.

The Subsidiary has witnessed a complete turnaround in the 2 years since we acquired it fully: the Subsidiary has not only become profitable, but has repaid a good part of its debt. The subsidiary has undertaken a 30% capacity expansion largely funded by internal cash flows.

Management Team and Human Resources

Mr. Dhanpat Raj Dhariwal retired as CEO in end of October 2013.

He has played a key role during his tenure in improving the business and manufacturing performance of the company.

He has been succeeded by Mr. C. G. Sethuram, a Chemical Engineer and Management Graduate with about 30 years of experience in various businesses within the Chemical industry.

Mr. P.M.C. Nair, a Chemical manufacturing veteran with more than 3 decades of experience, has joined as President- Manufacturing. Mr. Nair has extensive experience in the Chemicals and Fertilizers Industry, and last served as the Executive Director-Operations at RCF.

We are further strengthening the teams for the PA, MA and Food Ingredient businesses units.

At the Board level,

- Mr. Atul Agarwal, who has been a Director and Chairman of the Audit Committee of our company, and an active member of the Business review committee of the Company, stepped down after 10 years of contributions to our Company.

- Mr. Pradeep Rathi, Managing Director of Sudarshan Chemicals stepped down after a long association with the company.

- Mr. S. Sridhar stepped down after many decades with the company.

Your Board places on record their deep sense of gratitude for the contributions of Mr. Atul Agarwal, Mr. Pradeep Rathi and Mr. S. Sridhar.

Our new Directors include:

- Mr. Ravi Shankar, FCA and Diplomate from IIM-Ahmedabad, is a Finance Professional with extensive experience in Business Management, M&A and Strategic Consultancy. He was a senior partner with Ernst and Young; He is a member of the Audit Committee, Nomination & Remuneration Committee, Business Review Committee and Corporate Social Responsibility Committee.

- Mr. Raj Kataria is an experienced Investment Banker with over 20 years in Mergers and Acquisitions and Capital

Markets. He also has significant expertise in Company Law, and Corporate Structuring matters; He is a member of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

- Mr. Dhruv Moondra is an entrepreneur, and Director & Chief Executive Offcer of Arcelor Mittal Dhamm Processing Pvt Ltd. besides various other companies. He is a graduate in Economics from Cornell University.

Systems, Audits and Governance:

We now have regular audits of Systems, Policies & Risks, along with Transaction & Compliance audit, and Statutory Audit. All Auditors report to the Audit Committee of the Board, and to the full Board.

The Business Review Committee of the Board reviews the budgets plans and corrective actions on a regular basis with the management and operations team. The Business Review Committee had 4 meetings in the current year.

Social Responsibility:

Your company has since the very beginning been closely engaging with the communities and people that it operates in, in many ways. These activities are carried out through the Thirumalai Charity Trust (TCT) and the Akshaya Vidya Trust (AVT). The TCT has been active since 1982 in Vellore District, Tamil Nadu in the empowerment of women, development of micro businesses, supporting entrepreneurship, rural health care, alcoholism rehab, social and health education, and in aiding the disabled, in 300 villages.

The Thirumalai Mission Hospital provides Secondary and Specialised healthcare for the communities of Vellore district.

The Thirumalai Mission Hospital (TMH) and the Vedavalli Vidyalaya Schools operate with support from the Company. Now over 2500 children are educated through the 3 VV schools at 2 campuses.

RISKS AND CONCERNS

1. While the domestic market in India is growing, aggressive and cheap imports due to inverted duties and dumping are dampening domestic manufacturing and may continue until government policy is corrected.

2. In our PA business, we are dependent on a single raw material supplier. This could be a risk due to logistic constraints, and single source risks. Your Company is working on diversifying our sources.

3. For PA derivatives, Alcohol availability continues to be a concern, resulting in increased cost of alcohol – since for supply we have to compete with Liquor and Petrol blending.

Awards and Recognitions:

The Company has participated in various important Competitions and Programmes to benchmark and improve ourselves and motivate our employees. The Company is recognized for its performance in Energy and Water management, Ethical Business practices, Manufacturing Excellence and in CSR / Social initiatives.

We have received the following Awards and Recognitions over the last year: National Award Excellence in Energy Management, Ramakrishna Bajaj National Quality Award, and CSR Excellence & Leadership, to mention a few.

Employees:

Industrial relations with employees remained cordial during the year. We thank our employees, for their sustained effort and commitment to your Company.

Financial and Operating performance

Your Company achieved a Net Proft of Rs.357 lakhs compared to Net proft of Rs. 2,775 lakhs in the previous year.

Contribution to Exchequer

The amounts paid to the Central and State Exchequer by way of Excise Duty, Sales Tax, Customs duties (incl. paid to supplier), Income Tax, etc. is about Rs.13,415 Lakhs on Net Sales of about Rs.103,344 Lakhs. Contribution to the Exchequer is about 12.7% of your Company''s Sales.

Exports:

Calculated on FOB basis, Exports amounted to Rs.7,187 Lakhs (Rs. 6,595 lakhs).

Current Year Business

In the Phthalic Anhydride business, large volumes of imports have affected sales in the domestic market. The market situation continues to be challenging but your company is gearing itself to rise above these.

The International markets present a difficult trade situation given the volatility in prices of Raw material and in the finished product. The Management and Operating teams are working to address these.

Continuous improvement in cost and efficiency will continue to be a focus in the coming year.

In the Food Ingredients Business, the margins have improved, while reducing costs. Active efforts are being taken to expand the market.

The Focus for FY 2014-15

The Management team has set itself the following key tasks:- 1) Work towards early correction of the Inverted Duty, caused by various Trade Agreements

2) Improve gross margins on all products

3) Improve raw material supply chain and costs, to derive significant cost efficiencies

4) Drive down total cost -- manufacturing and post manufacturing, by eliminating activities, improved reliability and better management of working capital.

Cautionary Statement

The statements made in this report are based on considered assumptions and expectations. Actual results may differ in future. The Company assumes no responsibility with respect to forward looking statements that may be amended or modified later, on the basis of subsequent developments, information or events.

Directors Responsibility Statement

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) the directors 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) the directors 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) the directors have prepared the annual accounts on a going concern basis.

Finance

All taxes and statutory dues are being paid on time. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. Your Company is also very regular in meeting its commitments to its depositors. Deposits aggregating Rs. 20.95 lakhs due for repayment on or before March 31, 2014 were not claimed by the depositors as on that date.

Statement pursuant to Listing Agreement

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

Report on Corporate Governance

A Report on Corporate governance is annexed herewith. Auditors'' Report on the same is also annexed.

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

Auditors

M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors of our Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self-explanatory. Members are requested to appoint M/s. CNK & Associates LLP, Chartered Accountants, as Auditors for the Current Year.

Cost Auditors

Mr.G.Sundaresan, Cost Accountant, was 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 2013-14. Cost Compliance and Cost Audit Reports were fled with MCA, Govt. of India, by the Cost Auditor on Sept.23, 2013 and Sept.25, 2013 respectively, well before Sept.30, 2013, the due date of fling for the financial year 2012-13.

Personnel

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure A to the directors'' report.

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

The particulars required to be included in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure B.

Acknowledgements

The Directors would like to place on record our sincere appreciation for the continued support given by the Banks, 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

Mumbai R. Parthasarathy R. Ravi Shankar

12th May 2014 Managing Director Director

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Mar 31, 2013

To The Members of Thirumalai Chemicals Ltd.

The Directors present the FORTIETH ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2013.

(Rs. In lakhs)

STANDALONE FINANCIAL RESULTS Year ended Year ended 31.3.2013 31.3.2012

Revenue from operations 114,584 90,649

Income from Windmill Operation 192 138

Other Income 816 563

115,592 91,350

Gross Profit / (Loss) before Interest and Finance Charges and Depreciation 10,912 7,198

Interest and Finance charges 5,202 5,237

Profit / (Loss) before Depreciation and Tax 5,710 1,961

Depreciation 1,287 1,381

Profit / (Loss) before Tax 4,423 580

Provision for Current Tax 1,884 346

Profit / (Loss) after Current Tax 2,539 234

Provision for Deferred Tax 236 244

Profit / (Loss) after Tax 2,775 478

Balance in Profit & Loss Statement 4,041 3,563

Profit available for appropriation 6,816 4,041

APPROPRIATIONS

Dividend 768 -

Tax on Dividend 127 -

General Reserve 300 -

Balance carried forward 5,621 4,041

6,816 4,041

On a Revenue from operation of Rs.114,584 lakhs (Rs. 90,649 lakhs) including Export earning on FOB basis of Rs. 6,595 lakhs (Rs. 11,909 lakhs), Income from windmill operation of Rs. 192 lakhs (Rs. 138 lakhs) and Other Income of Rs. 816 lakhs (Rs. 563 lakhs), the Gross Profit of the Company amounted to Rs. 10,912 lakhs (Profit of Rs. 7,198 lakhs in the previous year). After providing for Interest and Finance charges, Depreciation, the Profit after Tax is Rs. 2,775 lakhs (Rs. 478 Lakhs) in the previous year.

Dividend: Your Company paid an interim dividend of Rs. 5.00/- per share (50% on the face value of Rs. 10/-) in February 2013. The directors are now pleased to recommend a final dividend of Rs. 2.50/- per share (25% on the face value of Rs. 10/-). This, together with the interim dividend, aggregates to a total dividend of Rs.7.50 per share (75% on the face value of Rs. 10/-) for the financial year ended 31st March 2013, on the paid-up capital of Rs. 10.24 cr. (Previous Year Dividend - Nil)

Subsidiaries: Tarderiv International Pte Ltd., Singapore is a wholly-owned subsidiary of your Company and it has two step-down subsidiaries viz. Cheminvest Pte Ltd., Singapore and Optimistic Organic Sdn. Bhd., Malaysia.

Directors'' Responsibility Statement

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) the directors 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) the directors have taken proper and sufficient care to mainten 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) the directors have prepared the annual accounts on a going concern basis.

Finance

All taxes and statutory dues are being paid on time. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. Your Company is also very regular in meeting its commitments to its depositors. Deposits aggregating Rs. 11.95 Lakhs due for repayment on or before March 31, 2013 were not claimed by the depositors as on that date.

Statement pursuant to Listing Agreement

Your Company''s shares are listed with The National Stock Exchange and The Bombay Stock Exchange Ltd. We have paid the respective annual listing fees and there are no arrears.

Report on Corporate Governance

A Report on Corporate governance is annexed herewith. Auditors'' Report on the same is also annexed.

Industrial Relations

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

Directors

Mr. Dilip J Thakkar, Director, resigned from the Board with effect from May 25, 2012 The Board has placed on record its appreciation of the valuable contribution made to your Company by Mr Dilip J Thakkar.

Mr. K. V. Krishnamurhty, Director, expired on January 16, 2013. The Board has placed on record its appreciation of the valuable contribution made to your Company by Mr K.V.Krishnamurhty.

Mr. N. Subramanians was appointed as an Additional Director with effect from September 13, 2012 in accordance with Article 126 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Mr N.Subramanian holds office only up to the date of the forthcoming Annual General Meeting (AGM) and a Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr. N. Subramanian''s appointment as a Director.

Mr. Raj Kataria was appointed as an Additional Director with effect from January 28th, 2013 in accordance with Article 126 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Mr Raj Kataria holds office only up to the date of the forthcoming Annual General Meeting (AGM) and a Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr Raj Kataria''s appointment as a Director.

Dr. S. Rama Iyer, Mr. P. Shankar, and Mr. A. Janakiraman, Directors of your company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board recommends their aforesaid appointments / reappointments.

Auditors

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, Statutory Auditors of your Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self- explanatory. Members are requested to re-appoint M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, as Auditors for the Current Year.

Cost Auditors

Mr.G.Sunderesan, Cost Accountant, was appointed as Cost Auditor to conduct cost audit of the accounts maintained by your Company in respect of products manufactured for the financial year 2012-13.

Personnel

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the directors'' report.

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

The particulars required to be included in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-1.

Acknowledgements

The Directors would like to place on record their sincere appreciation for the continued support given by the Banks, 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 your Company at all levels.

For and on behalf of the Board of Directors

Mumbai R.Parthasarathy

29th May 2013 Managing Director

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Mar 31, 2011

The Directors present their THIRTY EIGHTH ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2011.

(Rs. In lakhs)

STANDALONE FINANCIAL RESULTS Year ended Year ended 31.3.2011 31.3.2010

Sales 82,780 66,541

Income from Windmill Operation 146 195

Other Income 1,081 556

84,007 67,292

Gross Profit before Interest Finance Charges and Depreciation 5,727 7,033

Interest and Finance charges 1,751 1,994

Profit before Depreciation and Tax 3,976 5,039

Depreciation 1,339 1,236

Profit before Tax 2,637 3,803

Provision for Current Tax 30 25

Profit after Current Tax 2,607 3,778

Provision for Deferred Tax 710 1,203

Profit after Tax 1,897 2,575

Prior Year Adjustment (42) 11

Balance in Profit & Loss Account 1,708 19

Profit available for appropriation 3,563 2,605

APPROPRIATIONS

Dividend - 512

Tax on Dividend - 85

General Reserve - 300

Balance carried forward 3,563 1,708

3,563 2,605

On a Sales turnover of Rs. 82,780 lakhs (Rs. 66,541 lakhs) with Export Turnover at Rs. 8,888 lakhs (Rs. 6,822 lakhs) including Export earning on FOB basis of Rs. 8,665 lakhs (Rs. 6,417 lakhs), Income from windmill operation of Rs. 146 lakhs (Rs. 195 Lakhs) and Other Income of Rs. 1,081 lakhs (Rs. 556 lakhs), the Gross Profit of the Company amounted to Rs. 5,727 lakhs (Profit of Rs. 7,033 lakhs in the previous year). After providing for Interest and Finance charges, Depreciation, Current and Deferred taxation and some adjustments, the Net Profit amounted to Rs. 1,897 lakhs compared to Profit of (Rs. 2,575 lakhs) in the previous year. The performance during the year is explained below in Industry Developments.

Subsidiaries

During the year the Company has set up a subsidiary in Singapore -Tarderiv International Pte Ltd. and two step-down subsidiaries viz. Cheminvest Pte Ltd - Singapore and Optimistic Organic Sdn Bhd Malaysia.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors Report, Balance Sheet and Profit & Loss Account of our Subsidiary. The Ministry of Corporate Affairs, Government of India vide its general circular no.2/2011 dated February 8, 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies publish the audited Consolidated financial statements in the Annual Report. Accordingly, the Annual Report does not contain the financial statements of our Subsidiary. The audited annual accounts and related information of our subsidiary, where applicable, will be made available, upon request.

Dividend

Your Directors intend to conserve the resources for long term benefits of the Shareholders and have decided not to recommend any dividend for 2010-2011. (Previous Year- Rs. 5 per share)

MANAGEMENTS DISCUSSIONS AND ANALYSIS

Mission and Business Strategy

The Company decided in the beginning of the Financial Year to do a thorough review of its businesses; the Opportunities available, our position in the Indian and International markets, Competitive capability and gaps the Changes and Resources needed to build on the opportunities. Based on these Studies and Reviews, the Company decided that to deliver Profitability and sustained Growth, it will focus on the specific goals viz.,

a) Transforming our commodity Chemical Business (Phthalic Anhydride) to be globally competitive in size & profitability.

b) Around of our existing Derivatives Businesses which serve the Food and Cosmetic and other Industries, building strong businesses of significant size in each area to deliver a broader range of products to these customers and growing these businesses significantly over the next few years.

c) Identifying and developing a New Business of good profitability and potential.

Industry Outlook and Your Companys Performance

Opportunities and Threats and our Reponses

Your company has the reasonable world scale capacity of 140,000 tonnes for its prime product, Phthalic Anhydride. Your Company has a good volume and market growth in India in a difficult year. Phthalic Anhydride is a key Industrial Raw Material and has great potential. Indian demand is growing steadily over 10% - 12% in line with growth in Construction, Coatings, Automotive, Printing & Packaging, etc.

The Phthalic Anhydride business is extremely competitive as a Commodity Business involving high material costs, large capacities in the Far East, very low tariff barriers etc. During the last few years, the Asian markets have been very cyclical, and there has been large scale dumping into India at marginal costs during 2010-11. During 2009-10 the Government of India had addressed this issue temporarily for one year through Safeguard Duties, which were withdrawn in early 2010.

While prices of inputs rose, Trading margins dropped significantly in Asia & India, resulting in severe pressure on our Phthalic Anhydride margins. While the production and sales are our highest ever, profits have been disappointing.

On the positive side, your Company has a good position, given the scale capacity, improvements in technology, reputation, sales and marketing networks, and experienced and committed employees.

The Company has decided that the only way to drive this Business to greater profitability is by becoming globally competitive, work actively to improve sales margins while we work to become the Least Cost Producer and scale up. As a part of these strategic efforts, the Company has also taken up improvements in Technology which will result in significant Operating advantages. These are expected to be completed during 2011-12 end. The Company is also actively working to improve its sales, distribution & supply chain for better margins.

Your Company remains optimistic about the bright future for its Phthalic Business. It will endeavor to build on its strengths for competitive advantage and profits.

The main market for our product Phthalic Anhydride is largely in Western India. The resultant Logistics and Working Capital costs have become increasingly important. The Company is therefore also reviewing all options to address its strategic positions in this regard.

1. The Food Ingredients and Fine Chemicals products of the Company have been identified as a Business area for focused and significant growth. These products of the Company directed towards the Food, Beverage, and Cosmetic Industries. The Company plans to grow these significantly over the next 5 years both in scale and in product / functional range. About 60% of our sale is in the International market, largely in the developed world. The growth of this Business will be useful also to de-risk the cyclicality of our Commodity Chemical Businesses and increase the Companys profitability.

Both in our Food Ingredients and in our Fine Chemicals/ Derivatives, the Company has achieved good growth in Production, Revenues, and Profits during the year. The task for the next few years will be to grow this Division significantly as it is extremely promising and the Company has a good position in Technology, both in the Indian and International markets.

2. The Company did not produce Maleic Anhydride due to the high cost of raw material Benzene. The Plant is mothballed, well maintained and in good condition. The Company is looking at options on how to derive Profit and Value from this Plant, which has been idle for nearly 3 years. The Company met a portion of the local demand through imports and distribution.

Managements Reply to qualification given in the Auditors Report

With regard to the qualification made by the Auditors in their report (Para 4) since Optimistic Organic Sdn. Bhd (OOSB) has acquired the liabilities and is continuing operation, the Board believes that the amounts referred to in Para 4 are recoverable.

Financial and Operating performance

Company achieved a Net Profit of Rs. 1,897 lakhs Compared to Net profit of Rs. 2,575 lakhs in the previous year.

Contribution to Exchequer

The amounts paid to the Central and State Exchequer by way of Excise Duty, Sales Tax, Customs duties (incl. paid to supplier), Income Tax, etc is about Rs. 9,497 Lakhs on Net Sales of about Rs. 76,707 Lakhs. That is, over 12 % of Companys Sales is contributions to the Exchequer.

Research and Development

The Companys in-house Research and Development facility is approved by the Government of India, Department of Science and Technology, and under Section 35 (2AB) of the Income Tax, 1961. It is focusing on developing and improving our Fine Chemicals, Food Ingredients and Derivatives businesses, both in terms of Grades, Applications and New products.

The Company has seen significant results from the efforts of the last 2 years in our Derivatives and Food Ingredients Businesses, where we are now selling to new Applications and at better margins in Exports and also in India than previously.

An amount of Rs. 237 lakhs (Rs. 209 Lakhs) has been spent during the year for these projects on which the Company avails a weighted deduction of 200 % (150 %)

Risks and concerns

Severe pressure on margins, high raw material prices, availability of substitutes, indiscriminate imports, foreign exchange fluctuations are some of the factors which could impact adversely.

Volatility in prices of the Raw Material as also the Companys end products are normal features in this line of business which can have bearing on the Companys operations.

Also, Dumping of Phthalic Anhydride into our Country at very low numbers from the Far East is a matter of concern.

Current Year

Demand growth is strong in all our products in India. There has been a steady surge in Raw Material prices. The end markets are still taking time to adjust to these higher levels. Our Food Ingredients and Derivatives Business has been doing well.

The Improvement Programmes started during the last year will start yielding results during this year. We hope to improve our Revenues and our Profitability. The Plants have been operating smoothly with regular Maintenance and Shutdowns for Catalyst changes and Technology upgradation during this year but these have not affected the Sales.

Outlook

Your Company remains optimistic about the bright future lying ahead. It will endeavor to grow its leadership by building on it strengths for competitive advantage. Towards this the Company has undertaken a business review process by appointing external consultants.

Cautionary Statement

The statements made in the report are based on assumptions and expectations. Actual results may differ in future. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified on the basis of subsequent developments, information or events.

Exports

Calculated on FOB basis, Exports amounted to Rs. 8,665 lakhs (Rs. 6,417 Lakhs). The Company has been awarded the status

of One Star Export House in recognition of the Companys export performance. Your Company focuses on exports to achieve higher volumes year after year.

Directors Responsibility Statement

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm that:

i] in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii] the directors 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] the directors have taken proper and sufficient care of the maintenance of 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] the directors have prepared the annual accounts on a going concern basis.

Finance

All taxes and statutory dues are being paid on time. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. The Company is also very regular in meeting its commitments to its depositors. Deposits aggregating Rs. 8.44 Lakhs due for repayment on or before March 31, 2011 were not claimed by the depositors as on that date.

Statement pursuant to Listing Agreement

The Companys shares are listed with the National Stock Exchange Ltd. and the Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to- date and there are no arrears.

Report on Corporate Governance

The Report on Corporate Governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report and is annexed herewith.

As required by the Listing Agreement, Auditors Report on Corporate Governance and a declaration by the Chairman & Managing Director with regard to the Code of Conduct are attached to the said Report.

The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report.

Further as required under Clause 49 of the Listing Agreement, a certificate duly signed by the Managing Director and the Chief Financial Officer on the Financial Statements of the Company for the year ended 31st March, 2011, was submitted to the Board of Directors at their meeting held on May 30, 2011

Personnel

Industrial Relations are extremely cordial. The Company has entered into a new 4-year Agreement with the Workmen. All the staff are being rigorously trained to upgrade themselves, while new manpower is also being inducted at different levels to strengthen the operations of the Company. The Directors wish to place on record their appreciation of the devoted services rendered by the employees.

Directors

Mr. Dilip Thakkar, Dr. S. Rama Iyer, Mr.K.V.Krishnamurthy, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

The Board commends the aforesaid reappointments.

Auditors

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self explanatory. Members are requested to re-appoint M/s. Contractor, Nayak and Kishnadwala as Auditors for the Current Year.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975, as amended, forms part of the Directors Report. However, as per the provisions of

Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to all the Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be sent by post.

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

The particulars required to be included in terms of Section 217 (1)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure.

Acknowledgements

Your Directors would like to place on record their sincere appreciation for the continued support given by the Banks, Government Authorities, Customers, Vendors, Shareholders and Depositors during the year under review. Your Directors also appreciate and value the contributions made by its executives, staff and workers of the Company at all levels.

For and on behalf of the Board of Directors

R.Sampath Chairman

Mumbai 30th May, 2011.

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Mar 31, 2010

The Directors present their THIRTY SEVENTH ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2010.

(Rs. In lakhs)

FINANCIAL RESULTS Year ended Year ended 31.3.2010 31.3.2009

Sales 66.541 51,281

Income from Windmill Operation 195 98 * Other Income 556 712

67,292 52,091

Gross Profit / (Loss) before Interest and Finance Charges and Depreciation 7,033 (4,062)

Interest and Finance charges 1,994 1,703

Profit / (Loss) before Depreciation and Tax 5,039 (5,765)

Depreciation 1,236 1,222

Profit / (Loss) before Tax 3,803 (6,987)

Provision for Current Tax 25 12

Profit / (Loss) after Current Tax 3,778 (6,999)

Provision for Deferred Tax 1,203 (2,405)

Profit / (Loss) after Tax 2,575 (4,594)

Prior Year Adjustment 11 (6)

Balance in Profit & Loss Account 19 (4,619) Profit available for appropriation

2,605 19

APPROPRIATIONS

Dividend 512 -

Tax on Dividend 85 -

General Reserve 300 -

Balance carried forward 1,708 19

2,605 19

On a Sales turnover of Rs. 66,541 lakhs (Rs. 51,281 lakhs) with Export Turnover at Rs.6,822 lakhs (Rs. 11.205 lakhs) including Export earning on FOB basis of Rs. 6,417 lakhs (Rs. 10,990 lakhs), Income from windmill operation of Rs. 195 lakhs (Rs. 98 Lakhs) and Other Income of Rs.556 lakhs (Rs. 712 lakhs), the Gross Profit of the Company amounted to Rs. 7033 lakhs (Loss of Rs.4062 lakhs in the previous year). After providing for Interest and Finance charges, Depreciation. Current and Deferred taxation and some adjustments, the Net Profit amounted to Rs. 2575 lakhs compared to loss of (Rs.4594 lakhs) in the previous year. The performance during the year is explained below in Industry Developments.

Dividend

Your Directors are pleased to reeoir -nri p.iyment of Dividend @ Rs. 5 per share. The total cash outflow on account of this dividend payment including distribution tax will be Rs. 597 lakhs. The dividend after approval by (he shareholders at the forthcoming AGM will be paid to the eligible shareholders by 12" August 2010.

Exports

Calculated on FOB basis, Exports including Deemed Exports amounted to Rs. 10,241 lakhs (Rs. 17,005 LakhsJ.The Company has been awarded the status of One Star Export House in recognition of the Companys export performance. Your Company focuses on exports to achieve higher volumes year after year.

Status of TCL Industries (Malaysia) Sdn Bhd (TCLM)

The Companys investment of Rs. 1,828 lakhs was written down against the Securities Premium and other reserves as approved by the Honble High Court, Bombay.

The production during calendar year 2009 was more than 26000 Mts.

With respect to the qualification in the Auditors report. Note no.27 in Schedule 19 is self explanatory and therefore do not call for any further comments.

Directors Responsibility Statement

As required pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirm that:

i] in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii] the directors 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] the directors have taken proper and sufficient care of the maintenance of 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] the directors have prepared the annual accounts on a going concern basis.

Finance

All taxes and statutory dues are being paid on time. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. The Company is also very regular in meeting its commitments to its depositors. Deposits aggregating Rs. 8.92 Lakhs due for repayment on or before March 31, 2010 were not claimed by the depositors as on that date.

Statement Pursuant to Listing Agreements

The Companys shares are listed with The National Stock Exchange and the Bombay Stock Exchange. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

Report on Corporate Governance

A Report on Corporate governance is annexed herewith. Auditors Report on the same is also annexed.

Personnel

Industrial relations continue to remain cordial. The Directors place on record their appreciation of the devoted services rendered by the employees.

Directors

Mr. Pradeep Rathi, Mr.A.Janakiraman and Mr.P.Shankar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

The Board commends the aforesaid reappointments.

Auditors

M/s. Contractor. Nayak and Kishnadwala. Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self explanatory. Members are requested to re-appoint M/s. Contractor, Nayak and Kishnadwala as Auditors for the Current Year.

Particulars of Employees

The details of employees of the Company in receipt of remuneration in excess of the limits under Section 217(2A) of the Companies Act, 1956 is given in Annexure 1.

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

The particulars required to be included in terms of Section 217 (l)(e) of the Companies Act, 1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure- 2.

Acknowledgement

TheBoard of Directors acknowledge and thank its employees at all levels, the Vendors, Customers, Service Providers, Government Agencies, Bankers, Members and Depositors for their continued support.

For and on behalf of the Board of Directors

S. Sridhar

Chairman & Managing Director

Mumbai

21st May, 2010