Your Directors have pleasure in presenting the
Forty First Annual Report together with the Audited
Financial Statements of the Company for the
year ended 31^st March 2026. The Management
Discussion & Analysis Report which is required to
be furnished as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations") is also presented as part of
this Report.

FINANCIAL RESULTS

The summary of the financial results prepared as
per the Indian Accounting Standards (Ind AS) is
given below:

ft In Crore)

HIGHLIGHTS OF OPERATIONS

The planned capacity expansion in the Linear
Alkyl Benzene plant and Caustic Soda plant were
completed during the last quarter of March 2026.

Linear Alkyl Benzene (LAB), the major product,
continued to be the key contributor for the bottom
line. Despite the commissioning of a new 120 KTPA
greenfield LAB plant in Saudi Arabia by Farabi,
LAB supply situation remained tight globally, as
several facilities underwent periodic maintenance
during the year. This supply tightness, together
with relatively stable raw material costs through
the first three quarters of FY 2025-26, supported
stronger domestic prices and improved margins.

The imposition of anti-dumping duty on imports
of LAB from Qatar & Iran for a period of 5 years,
commencing from June 23, 2025, also marginally
supported the domestic LAB prices.

Shutdown of LAB plant which was originally
planned for a period of 60 days, was extended
by nearly a month due to unforeseen execution
delays. However, the plant was commissioned and
with production commencing during the 1^st week
of March 2026, the Company was able to meet
the pent-up demand triggered by reduced imports
consequent to closure of Hormuz straits following
the Iran-Israel war. Thus, despite the expansion-
related shutdown resulted in production and sales
below budgeted levels, the higher net realisation
contributed to a bottomline exceeding the budgeted
levels.

NP sourcing was also a challenge as most
manufacturers relied on in-house NP production for
LAB, and market availability contracted significantly
while prices surged, creating a supply vacuum.
Your Company's strategic decision to import a
substantial quantity of NP in Q3 mitigated this risk
and prevented sourcing of NP at very high prices
amid the geopolitical disruption.

In line with international Crude prices, the Indian
crude oil basket remained within a range of USD
63-70 per barrel, before rising sharply to USD 113.5
per barrel in March 2026, amid geopolitical tensions
caused by the Iran-Israel-US conflict. Also, tracking
of international prices, coupled with prudent
decisions on sourcing volumes and inventory level
management, facilitated to limit procurement cost &
reduce the cost of production.

Consumption of key Raw materials viz., NP &
Benzene for LAB was marginally above budget,
considering higher system inventory for additional
equipment associated with revamped capacity.
Power & Fuel for LAB were higher than budget due
to unproductive consumption during the revamp
shutdown & startup process.

The Caustic Soda prices observed to be fairly stable
during the year despite the supply issues in China
market and global disruption during Q4.

The domestic market for PO faced significant
challenges due to the influx of lower-priced imported
downstream Polyols. As a result, PO offtake
became a major challenge since Q3 of FY24-25.
However, domestic demand for PO is anticipated to
recover commencing from Q2 of FY 26-27.

Your Company maintained its strategy of prudent raw
material sourcing, effective inventory management
as part of its continued efforts to sustain margins.
The revamp of LAB Plant to enhance the
production capacity from 120 KTPA to 145 KTPA
was successfully completed & commissioned in a
safe manner on 11^th March 2026. Adsorbent & the
associated hardware replacement carried out in
NP section of LAB plant had facilitated increase
in the captive NP production, to meet much of the
intermediate required for expanded LAB capacity.
As of 31^st March 2026, ' 359 Crore was spent
against LAB revamp project.

Your Company successfully completed the
modernisation of Caustic Soda plant and enhanced
its capacity from 150 TPD to 250 TPD. As on
31^st March 2026, ' 216 Crore was spent against
HCD revamp projects. The modernized plant has
enabled reduction in Specific consumption of Power
for Caustic soda lye production.

As a consequence of the closure of the Strait of
Hormuz, and in accordance with the directives
issued by the Ministry of Petroleum and Natural Gas
(MoPNG) to prioritize sectors, RLNG allocation by
Indian Oil Corporation Limited during March 2026
was restricted to 80% of the contracted quantum.

As a responsible corporate entity, in accordance with
the developed comprehensive roadmap towards
decarbonization, projects such as Air preheater
revamp and modification of convection section of
fired heaters, to enhance heat recovery from flue
gas have been completed. Installation of Waste heat
recovery boiler to recover heat from Gas Engine
exhaust has been completed and is on the verge
of commissioning. Detailed techno-commercial
evaluation are in progress to pursue the next in line
viable initiatives. The product carbon footprint for
LAB and Caustic Soda Lye have been assessed
& key initiatives for reduction are being pursued
with an intent to make the Company's products
more environment friendly. Additionally, renewable
power consumption was increased to 92.3% during

FY 2025-26 compared to 80% achieved during FY
2024-25, contributing to reduced carbon footprint of

Caustic Soda plant.

FINANCIAL REVIEW

During the year under review, your Company
operated in a challenging business environment
characterized by persistent macroeconomic
uncertainties, pricing pressures arising from
unabated imports, and elevated raw material costs.
These factors adversely impacted the Company's
top-line performance.

Revenue from operations for the year stood at
' 1466.14 Crore as compared to ' 1826.78 Crore in
the previous year, representing a decline of 19.74%.
The decrease in revenue was primarily attributable
to decreased production due to planned shutdown.

Despite the decline in revenue, your Company
demonstrated operational resilience and maintained
a strong focus on cost optimization, efficiency
improvements, product mix enhancement, prudent
financial management and strong marketing
strategy. As a result, the Company reported a net
profit of ' 88.76 Crore for the year under review,
compared to ' 51.43 Crore in the previous year,
registering a significant growth of 72.58%.

The improved profitability reflects the effectiveness
of the Company's strategic initiatives aimed at
enhancing operational efficiencies, optimizing
procurement costs, and strengthening overall
business performance. The management remains
focused on sustaining profitability, improving market
competitiveness, and pursuing growth opportunities
while maintaining financial discipline.

Your Company has incurred ' 0.59 Crore during the
year towards material damage and Plant restoration
activities (Michaung cyclone - Dec'23) net of scrap
sales. An amount of ' 7.62 Crore receivables from
the insurers has been disclosed as an exceptional
item.

CARE Ratings Ltd. vide letter dated 22^nd December
2025 reaffirmed the rating in respect of the Long
Term loan facility of ' 316 Crore (enhanced from
' 291 Crore) as CARE A ; Stable and also reaffirmed
the rating in respect of Short / Long term loan facility
of ' 105 Crore (reduced from ' 115 Crore) as CARE
A ; Stable / CARE A1 .

DIVIDEND

Pursuant to Regulation 43A of the Listing
Regulations, the Company has a Dividend
Distribution Policy approved by the Board, a
copy of which is available on the website of the
Company: https://www.tnpetro.com/wp-content/

uploads/2026/03/Dividend-Distribution-Policy.pdf

In line with the parameters prescribed by the
policy, your directors are pleased to recommend a
dividend of 15% i.e. '1.50 per equity share of face
value of '10/- each fully paid up, for the financial
year 2025-26, aggregating to '13.50 Crore subject
to withholding of taxes.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Linear Alkyl Benzene is a clear, colourless liquid
petrochemical intermediate almost exclusively used
as the primary feedstock for producing Linear Alkyl
Benzene Sulfonate (LAS), the world's most widely
used biodegradable surfactant. LAS is a versatile
surfactant and is primarily used in the production of
household and industrial detergents. It functions as
a foaming agent and emulsifier, helping to remove
dirt, grease, and stains from surfaces.

The global LAB market expanded reaching
approximately 4.7 million tonnes in 2025, with
projections indicating a growth rate of 3.23%
through 2034, potentially reaching global capacity at
6.4 million tonnes. Increased health consciousness
and shifting lifestyles that prioritize cleanliness
are some of the factors fuelling this demand. Asia
is the world's greatest producer and user of LAB,
with the Middle East, China, and India being the top
producers.

In 1978, IPCL's Vadodara facility was put into
service, marking the beginning of LAB manufacture
in India. Reliance Industries Limited, TPL, Nirma,
and IOC subsequently built additional production
facilities. India's LAB supply and demand situation
was largely stable till 2002. However, the supply
situation in India greatly outpaced the demand
following the completion of two manufacturing plants
in the Middle East and another by IOC in India.
LAB production capacity expanded globally and
before the growth rate could account for the excess
supply, additional capacities emerged in the Middle
East and Southeast Asia. Consequently, this led
to the increase in LAB imports into India. In recent

years, the Indian domestic sector has encountered
stiff competition due to globalization and legislative
changes, including the Free Trade Agreement
(FTA). Cheaper imports, primarily from the Middle
East, Thailand, China and from Russia, have posed
a significant challenge. The Directorate General
of Trade Remedies (DGTR) assessed the extent
of injury faced by domestic LAB manufacturers,
as imports from Qatar and Iran continued to enter
the market at significantly lower prices. Based on
the recommendations of the DGTR, the Ministry of
Finance, Government of India, had approved the
case and authorized the implementation of anti¬
dumping duties (ADD) for a period of five years,
effective from 2025 to 2030. The implementation of
ADD affected the imports from Qatar significantly
close to 50% along with small imports from Iran.
The Indian government mandated BIS certification
for LAB in the Indian market effective 3^rd April 2023.

During the year, a new greenfield 120 KTPA LAB
plant was commissioned in Saudi Arabia by another
market player. Meanwhile, in Italy, a global major
supplier, mothballed its 220 KTPA LAB plant, citing
decline in competitiveness due to higher energy
costs in Europe.

The UOP Technology, which is widely recognized
as the best and most cost-effective manufacturing
process available, has been applied by more than
95 percent of all LAB manufacturers, including
TPL. Regardless, the cost of making LAB in India
exceeds international standards, due to the high
cost of essential components such as Energy
and feedstock. Domestic firms with standalone
units, constantly struggle to compete with offshore
suppliers and domestic manufacturers integrated
with refineries, who have price advantage by way
of cheaper feedstock based on transfer price
mechanism.

Caustic soda is an inorganic bulk chemical, strongly
alkaline, and odourless, having application in
various fields like pulp and paper manufacturing,
viscose yarn, staple fibre, aluminium, textiles, soaps
& detergent, dyestuffs, drugs and pharmaceuticals,
petroleum refining, etc. It is available in two forms,
liquid form which is called lye & solid form which is
called Flakes or pellets.

In the Indian caustic soda market, segments such
as textiles, alumina, inorganics, organics, and paper

collectively account for over 60% of the market
share. Globally, the demand for caustic soda stands
at approximately 84.4 million metric tons per year
and is projected to reach 95.9 Million Tons by 2034,
exhibiting a CAGR of 1.39% during the forecast
period 2026-2034. India contributes to around 7%
to this global demand. Despite the energy-intensive
production process, the national capacity utilization
of the aggregate capacity (approximately 6.4
million tons) is around 78%. New capacities have
been established, leading to increased domestic
production levels. The price is still witnessing a
declining trend due to aforementioned factors.

The production of caustic soda relies on the
availability of raw materials, particularly sodium
chloride (common salt). Fluctuations in salt
production can affect the supply chain and pricing
of caustic soda. There is a growing emphasis on
adopting green and sustainable technologies in
caustic soda production. This trend aligns with
global efforts to reduce the environmental footprint
of the chemical industry.

Chlorine, a co-product of Caustic Soda, is widely
utilized in industries such as Poly Vinyl Chloride
(PVC), Chlorinated Paraffin Wax (CPW), pulp and
paper, water treatment, chlorinated solvents, and
so on. The demand for chlorine in India during the
year was approximately 4.5 million metric tons per
annum (MMTPA). It is projected to grow at a CAGR
of 6.47%, reaching 9.8 MMTPA by 2035.

The demand for chlorine significantly influences
chlor-alkali capacity utilization. However, the lack
of integrated plants and downstream projects for
chlorine utilization poses key barriers to efficient
chlorine disposal, ultimately impacting caustic
production. Propylene Oxide is a highly reactive,
volatile, and flammable liquid used primarily as an
industrial intermediate. Globally, over two-thirds of
the supply is used to produce polyether polyols for
polyurethane plastics, with the remainder processed
into propylene glycol, glycol ethers, and fumigants.

PO is produced through the chlorohydrin process or
the more environment friendly epoxidation process,
wherein propylene reacts with an oxidizing agent.
This epoxide compound possesses reactivity due to
its strained three-membered ring structure, making
it valuable for various applications.

India imports 25 KT of PO annually, primarily
from Thailand, Singapore, and Saudi Arabia, at a
significantly cheaper cost compared to domestic
prices. Due to excess capacity of PO created
globally prompting supply excess than demand,
some plants are facing economic challenges in
Europe and USA. Hence PO prices plummet last
one year due to additional capacity and the trend
is continuing.

OPPORTUNITIES AND THREATS

The global economy is projected to grow by
roughly 3.2% maintaining a steady and modest
pace. This growth rate varies significantly by region,
with emerging economies expanding faster than
advanced nations. The real annual GDP growth for
India FY 2025-26 is estimated at 7.6%, higher than
the 7.1% recorded in FY 2024-25. Nevertheless
India is rapidly advancing to become one of the
world's major economies. The country is witnessing
unprecedented social and economic development.
Recently, India achieved the status of the world's
fifth-largest economy, and it aims to surpass the
$5 trillion mark by 2027. By the end of this decade
(2030), India's economy is expected to touch USD
10 trillion.

Your Company plays an indirect role in the Fast-
Moving Consumer Goods (FMCG) industry, which
holds immense long-term sustainable business
potential in our country. Despite being one of the
fastest-growing FMCG markets globally, India's
per capita FMCG consumption remains among the
lowest, offering significant room for growth. Your
Company's operations span two critical FMCG
categories - detergents and dishwashing and
command over 85% of the South Indian market and
turnover.The alignment of profitable business growth
with environmental and social responsibility reflects
a broader shift in Indian consumer behaviour and
regulatory frameworks. Urban centres recovered
rapidly post-pandemic, stabilizing supply chains
and job markets. City consumers are increasingly
shifting toward higher-value, specialized products.
Quick-commerce and e-commerce platforms
have accelerated urban FMCG distribution and
availability.

Consumers are becoming more discerning, seeking
superior products, making informed decisions, and
demanding brands with a purpose and a point of

view. As businesses, we recognize the shifting
customer needs and believe that those who
contribute positively to people and the environment
will thrive in the future. In the LAB market, there is
a notable shift from powdered detergents to liquid
variants. The preference for liquid detergents
arises from their ease of application. These liquid
detergents are manufactured using LABSA 96%.
As liquid detergent volumes continue to rise, the
demand for LABSA 96% has also been increasing.

Post-COVID period, our unwavering focus remained
on meeting our customers' growing demands while
safeguarding our business model. As economic
activities gradually resumed, consumers exhibited
a preference for essential necessities over
discretionary spending, especially in the context of
high inflation.

Growing demand for bio-based surfactants, as well
as increased hygiene awareness, are expected
to raise demand for detergents and cleansers,
boosting the Linear Alkyl Benzene market for
surfactant application. Rapid industrialization and
urbanisation because of population increase are
also predicted to contribute to market expansion.
The global market for Linear Alkyl Benzene is
profitable, and it is predicted to rise steadily
because of key players' expansion, collaboration,
and partnership initiatives.

Detergent makers have found it simpler to reach out
to rural locations with the use of video marketing.
Furthermore, customers have the option of selecting
from a large choice of items, thus businesses are
continually upgrading their products and attempting
to increase their market share through inventive
advertising strategies. The LAB business has a lot
of room to develop because these companies cater
to the bottom of the pyramid consumer. However,
India being a desirable market in the Asia pacific
region considering its population and consumption,
it is being pursued by global LAB companies,
resulting in higher imports to India.

The addition of capacities in the Middle East poses
a significant threat to India's LAB industry, as a
large portion of output is projected to migrate into
the country. Pricing and margins may continue
to be influenced by this. This is a challenging
macroeconomic climate typified by geopolitical

uncertainty, high commodity prices, and lacklustre
market growth. Your Company is continually
evolving to respond to the threats and forces driving
the industry.

Heightened global trade tensions disrupt supply
chains. Strong domestic demand acts as an
economic buffer. Global supply disruptions often
spike commodity prices. Proactive monetary policy
prevents these shocks from hardening into core
domestic inflation.

Caustic Soda is a key industrial intermediate with
numerous applications. The market for Caustic
Soda is expected to grow further as demand for
Alumina, textiles and apparel increases due to
urbanization and increased expenditure on personal
care products. The import volume of Caustic is
decreasing every year due to surplus domestic
capacity. There is a steep increase in exports of
Caustic Soda in FY'26 approx at 20%, however
imports declined more than 50%. The increase in
exports attributed to increase in demand and supply
imbalance. Caustic Soda prices increased in FY'26
due to increase in Alumina production along with
surge in exports.

The ECH facility's conversion to a PO manufacturing
facility has been advantageous in several
ways, including the efficient use of an unutilised
infrastructure and the creation of a new channel
for the beneficial use of chlorine, which has made
it possible for the Chlor Alkali Plant to operate
continuously.

OUTLOOKLAB

Soap and detergent demand have risen in recent
years because of improved hygiene awareness
and a greater emphasis on cleanliness. A shift
in lifestyle is transferring a large portion of the
population from semi-urban to metropolitan areas,
and detergent usage is keeping up demand to
climb continuously. Due to heightened awareness
of safety and cleanliness during the pandemic, as
well as population expansion, demand from the
rural market had increased, which is contributing to
the growth of LAB. However, it is to be noted that
detergent manufacturers are looking at alternatives
for LAB which may stagnate the growth of LAB.

Despite fierce competition from overseas vendors,
TPL remains the market leader in the domestic LAB
business in South India. Over the previous three
decades, TPL has established a reputation as a
trusted LAB supplier to MNCs and others.

In September 2022, IOCL debottlenecked its
Baroda facility, enabling an additional 20 kt/year
of production. Further, the increase in low price
imports from Middle East countries was also a
concern till FY 2025. The Ministry of Finance, GOI,
had imposed Anti-dumping duty on LAB imported
from Iran and Qatar for a period of 5 years. The
ongoing geopolitical conflicts and global trade
barriers improved the demand for native LAB.

The US Iran war commenced by end of February
2026 & gave a significant disruption in the supply
of petroleum based feedstocks along with steep
increase in the energy price in India. This resulted
increase in the price of LAB during March 2026 and
supply shortage. Department of Chemicals and
Petrochemicals issued a government order to lift
BIS temporarily for a period of 6 months starting
from 1^st April 2026 to ease imports to meet domestic
demand. Government of India also withdrawn the
customs duty on LAB for a short period of three
months starting from 1^st April 2026.

Your company is focused on LAB application in
other fields, such as crop protection, EOR Polymer,
and others, outside from the detergent sector.

CAUSTIC SODA /CHLOR ALKALI

The viability of the caustic soda industry is subject
to the potential for chlorine consumption. India
does not currently impose anti-dumping duties
on the import of caustic soda. Though Indian
manufacturers operate at capacity of 78% in Caustic
Soda, this year there is surge in the prices. This is
due to increase in Exports, higher requirement from
Alumina producers and increase in the export price.
Caustic Soda production increased close to 9%,
however demand only by 6%.

There have been new additions in domestic caustic
soda production in the Southern and Western part of
this Country. Your company has expanded Caustic
Soda Lye capacity using Bi-polar technology
and commenced operations in Q4 FY 2025-26.
Despite a drop in demand in the textile industry,
businesses such as alumina, paper, vinyl, and color

intermediates are thriving. However, greater supply
than demand in FY 2026, China's return to the export
market, and Europe's production normalization will
have a significant impact on Caustic Lye prices,
with margin erosion projected for Caustic margin-
dependent enterprises like us.

PROPYLENE OXIDE

In 2018-19, the Company converted its ECH
(Epichlorohydrin) facility to produce Propylene
Oxide (PO). This conversion provided an additional
option to dispose of chlorine, enabling higher caustic
production through the new PO plant. Although
the conversion was intended to achieve PO's full
captive consumption, PO's consumption decreased
later in the year because of the polyurethane
market's weak demand. However, the demand is
expected to improve in the coming months.

RISK MANAGEMENT POLICY AND PROCESS

Your Company has a structured methodology to
effectively monitor and manage the risks by setting
up two-employee level Committee and one Board
level Committee to identify the risks, suggest
mitigation actions and monitor implementation.
The employee-level sub-committee has senior
personnel from each function and the Apex
Committee is headed by the Managing Director
with functional heads as other Members. The
sub-committee meets on quarterly basis and
discuss on various issues that could be perceived
as risks and submit its findings to the Apex
Committee. The Apex Committee then reviews
these issues, identifies the associated risks, and
suggests appropriate mitigation actions.

As part of the risk mitigation process, the Board
has constituted a Risk Management Committee of
Directors, which comprised of Lt. Col. (Retd.) CS
Shankar as the Chairman, Ms. Rita Chandrasekar,
Mr. S Senthil Kumar and Mr. D Senthi Kumar as
its Members. Risk Management Committee of the
Board meets periodically to review the risks and
the status of implementation of recommended
mitigation measures. During the year, the
Committee met four times viz. 5^th May 2025,
8^th August 2025, 7^th November 2025 and

3^rd February 2026. As required under Section 177 of
the Act, the Audit Committee also reviews the risk
management process periodically.

RISKS AND CONCERNS

Domestic LAB producers face significant risks,
especially due to volatility in feedstock cost which
is linked to Crude price. Demand drops during
sudden spikes in Crude price, leading to holding
of inventory produced with high raw material costs.
Alternatively, capacity reduction is resorted in line
with muted demand, which again contributes to
increased cost of production.

Substantial quantum of processing of Kerosene is
required to produce N-Paraffin, the key intermediate
product to manufacture LAB & hence domestic
LAB producers are entirely dependant on domestic
refiners. The domestic refiners, as sole suppliers
of feedstock kerosene, keep a substantial mark
up over international prices, which contributes to
increased cost of production. However, domestic
LAB manufacturers are unable to pass on the
higher markup, to its customers, as FMCG majors
operating globally, adopt a sourcing formula linked
strictly to international benchmark prices. This is a
concern for domestic LAB manufacturers, who are
not integrated with refinery.

Tightening environmental regulations is also adding
significant operational compliance cost for local
producers.

The acute shortfall in availability of required cut
of N-Paraffin at a global level, is a major point of
concern, as this can hamper the capacity utilisation
of the unit.

Potential raw material shifts citing greener products
is driving Refineries to increasingly reallocating
kerosene cuts towards producing Aviation Turbine
Fuel (ATF). This shift can threaten the long-term
supply and can drive up the cost of the N-Paraffin
required for LAB production.

Recently commissioned LAB capacity addition in
Middle East, & a planned large capacity LAB plant
in Africa set to be commissioned in next 4 years
timeframe, are expected to divert bulk of the surplus
towards Asia. However, with a global CAGR of 3.4%
for LAB, the proposed capacity additions are most
likely to be absorbed with the increased per capita
consumption.

To de-risk the concerns associated with N-Paraffin
shortfall, your company is pursuing action to

maximize the recovery of N-Paraffin from the
existing kerosene allocated by the Refinery, by
incorporating necessary modifications to relevant
equipment.

As large-scale imports would have an influence on
product pricing, addressing the possibility of lower
margins would be a prominent issue to manage in
the years to come. To mitigate this reduced margin
concern due to higher variable cost of production,
the company is actively pursuing a power back up
option, that will facilitate increased consumption
of renewable power through electricity grid at
competitive prices, compared to prevailing high
cost captive generated power using fossil based
fuel source. Although the ADD is in place starting
June 2025, the risk of low-priced imports is likely
to continue from other manufacturing Countries.
Your Company is also looking at more contracts
with significant LAB buyers to reduce this risk.
Furthermore, reliance on spot markets is kept
stable and secure with direct customer committed
volumes.

Domestic caustic soda manufacturers in India
face a complex matrix of operational and market
hurdles, including severe domestic oversupply,
volatile global prices, high electricity costs and the
persistent crisis of balancing chlorine co-product
output. Recent massive capacity additions by major
domestic players have outpaced local demand
growth. This domestic glut, paired with cheaper
imports, has consistently weighed on realisations
and compressed EBITDA margins.

Restriction of Propylene to non-essential industrial
sector & prioritizing for domestic LPG production,
has impacted the Chlorine offtake and in turn the
capacity utilization of Caustic Soda Plant. Chlorine
offtake is also further impacted, with cheaper
imports of Propylene Oxide based downstream
products.

To address the concern of Chlorine offtake,
which adversely affects Caustic Soda Plant
capacity utilization, your organization is actively
evaluating viable Chlorine derivative projects
for implementation. Also, to reduce the cost of
production of Caustic Soda, of which Power is a
major input, tie up of additional renewable power at
cheaper prices & retirement of costlier existing RE
power sources have been done.

SAFETY, HEALTH & ENVIRONMENT

TPL plants are accredited with International
Organization for Standardization (ISO) certificate
for Occupational Health & Safety Management
System (ISO 45001-2018) and Environmental
Management System (ISO 14001-2015) and
Quality Management System (ISO 9001-2015).

Your Company continues to utilize tertiary treated
city sewage water (for industrial purpose).
Regassified Liquefied Natural Fuel (RLNG) is being
used as fuel in our process heaters, boilers and
power generators. These significant changes reflect
our commitment to conserving natural resources
and promoting a cleaner environment.

We have already achieved Zero Liquid Discharge
for our LAB and Caustic Soda plants by utilizing
the treated effluent in the Propylene Oxide
manufacturing process. Also, a feasibility study
has been initiated to assess the implementation
of a Reverse Osmosis (RO) system for the partial
recovery and reuse of treated effluent in the PO
plant. Furthermore, extensive green belts have
been developed and are being maintained in and
around Manali and Thiruvallur District.

A Leak Detection and Repair (LDAR) programme
is in place to control hydrocarbon (HC) and volatile
organic compound (VOC) emissions. VOC and
other key emission levels in the environment
are regularly monitored. Continuous and online
monitoring systems are utilized for both gaseous
and liquid emissions to ensure that emission levels
consistently remain well below the permissible
industrial standards.

Your Company periodically conducts mock drill
in all three manufacturing units to ascertain the
effectiveness of the safety systems and procedures,
in case of an emergency.

In observance of National Safety Day a series of
competitions were organized for employees and
contract workers to reinforce our commitment
to safety. The level of participation from both
employees and contract workers was highly
encouraging.

Health talks and awareness campaigns have been
conducted to enhance health consciousness among
employees. Additionally, the Contractors were also

included in the Company's periodic health check-up
programs.

World Environment Day is observed annually,
during which tree plantation drives are conducted
as part of our green initiatives to promote carbon
offset through the planting of saplings.

POSH awareness sessions conducted periodically
to foster a safe work environment for Women
and to provide confidence in them to escalate
any concerns, without any fear, coercion and
discrimination.

Adequate safety standards have been established
and are rigorously adhered to, without compromise.
All legal and statutory requirements are proactively
planned for and fully complied with.

Regular training sessions are conducted for workers
to reinforce best practices in safety, environment,
and health. Periodic safety awareness programs
are organized for contractors and drivers to promote
safety.

SUBSIDIARIES

As at the year end, your Company had one Wholly-
Owned Subsidiary (WOS) and one Step down
Subsidiary (SDS) which were incorporated outside
India. The financials of these subsidiaries have been
consolidated and the salient features of financial
and other information have been furnished in the
Consolidated Financial Statement (CFS) attached
to this Report.

Certus Investment and Trading Ltd

Certus Investment and Trading Ltd. (CITL),
Mauritius was promoted as a Special Purpose
Vehicle (SPV) to set up LAB and NP projects in the
Middle East and South East Asia. However, due to
changed business environment, the projects could
not be taken up. At present, the WOS is not carrying
on any major activity.

Certus Investment and Trading (S) Private
Limited

In the past TPL was exporting large quantity of
LAB and importing various materials, such as NP,
Benzene, etc. Therefore, CITL, Mauritius had setup
CITL, Singapore as a WOS in order to function
as a coordinator for TPL's overseas procurement
and marketing activities. At present, there are no

significant exports or imports and so, the above
SDS is not engaged in any activities.

As explained above, the subsidiaries were floated
several years ago for specific purposes. Due to
change in circumstances and also opportunities
opening up in India, it is being examined if other
opportunities would be available for the subsidiaries.

HUMAN RESOURCES

Your Company firmly believes that its strength is
directly linked to the capabilities of its employees,
encompassing knowledge, experience, and
decision-making skills. To enhance these attributes
and retain talent, various HR initiatives have been
implemented, including recognition, empowerment,
personality development, decentralization, and
delegation of powers. These initiatives aim to
create a supportive environment where employees
feel valued and motivated. Additionally, a balanced
staffing system has been adopted, integrating
competent fresh talent alongside experienced
personnel, fostering a dynamic workforce that
is well-equipped to meet the challenges of the
industry. By focusing on employee development
and empowerment, your Company is committed to
building a culture that promotes growth, innovation,
and overall organizational success.

The training needs of employees have been
identified at regular intervals through performance
appraisal systems, and necessary training is being
imparted through in-house and external programs.

The manpower strength as on 31^st March 2026 was
437.

BOARD OF DIRECTORS AND RELATED
DISCLOSURES

As on the date of this Report, the Board comprises
of 11 Directors of whom 6 are independent, including
2 Women Independent Director.

The Board met five times during the year and the
relevant details are furnished as part of Corporate
Governance Report.

The following changes took place in the composition
of the Board since the date of last Annual General
Meeting until the date of this report:

Mr. Sandeep Nanduri, IAS (DIN: 07511216),
Non-Executive Non-Independent Director and

Ms. Mariam Pallavi Baldev, IAS (DIN: 09281201),
Chairperson and Non-Executive Non-Independent
Director, Nominees of TIDCO had resigned
effective 25^th October 2025 and 31^st December
2025 respectively and the Board placed on record
its appreciation for the services rendered by them
during their tenure.

Mrs. Sweta Suman, IAS (DIN: 11292451) was
appointed as an Additional Director effective
11^th November 2025 and was subsequently
appointed as Non-Executive Director of the
Company by the Shareholders through postal
ballot, effective 29^th December 2025. She resigned
from the said position effective 10^th August 2026.

Ms. Sandhya Venugopal Sharma, IAS (DIN:
08445015) was appointed as an Additional
Director and Chairperson of the Board, effective
14^th January 2026 and was subsequently appointed
as Non-Executive Director of the Company by
the Shareholders through postal ballot, effective
11^th April 2026. She held the office of Director until
13^th July 2026.

Mr. Sanket Balvantrao Waghe, IAS (DIN: 11865401)
was appointed as an Additional Director effective
11^th August 2026 in the place of Ms. Sweta Suman,
IAS.

Mr. S Senthil Kumar (DIN: 00131558), Director,
retires by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment and
is recommended for approval of the Shareholders.

Declaration from Independent Directors:

All the Independent Directors (IDs) have submitted
necessary declarations under Section 149(7) of the
Act and Regulation 25(8) of the Listing Regulations.
As per the said declarations, they meet the criteria
of independence as per Section 149(6) of the Act
and the Listing Regulations. In the opinion of the
Board, the IDs fulfil the conditions specified in the
Act and the rules made thereunder for appointment
as IDs including the integrity, expertise and
experience and confirm that they are independent
of the management. All the IDs have confirmed their
registration with the Indian Institute of Corporate
Affairs under Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, as
amended and all of them have been exempted from
or passed the proficiency test.

As required under Section 178(3) of the Act,
your Company has a Board approved policy on
remuneration which is available on the website of
the Company :https://www.tnpetro.com/investors/
policies/.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, Mr. D Senthi Kumar,
Managing Director, Mr. C Parthiban, Chief Financial
Officer and Ms. Sangeetha Sekar, Company
Secretary were the Key Managerial Personnel of
the Company.

ANNUAL EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

The performance of the Board was evaluated taking
the following aspects into account viz., Structure,
Meetings, Functions, Risk Evaluation Process
adopted, Grievance Redressal Mechanism,
Stakeholder Value and Responsibility, Corporate
Culture and Ethics and other matters. Board also
took into account facilitation to the Independent
Directors to function independently and perform
their roles as another important parameter for
evaluation.

The performance of each of the Committees was
evaluated taking into account the composition,
mandate, working procedures, effectiveness,
independence and contribution to the Board in the
decision making process.

The evaluation of the Managing Director was done
based on his assigned roles and responsibilities.
As regards the other Directors, including the
Independent Directors, the evaluation was carried
out taking into account the following parameters, viz.,
qualification, experience, competency, adequacy
of knowledge about the Company and its sector
of operation, understanding about the strategic
direction, ethical behavior, participation in the risk
evaluation process, resolving conflict of interests,
attendance and preparation for the meetings, ability
to work as a team player and voluntary sharing of
information for the larger benefit of the Company
and the like.

In compliance with the requirements of Schedule IV
of the Act and the Listing Regulations, a separate
meeting of the Independent Directors was held on
26^th March 2026 at which the Directors evaluated

the performance of the Non-Independent Directors,
performance of the Board and also the adequacy of
flow of information to the Board and Committees.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of sub-section 3(c) and
5 of Section 134 of the Companies Act, 2013, it is
hereby confirmed that

a) in the preparation of the annual accounts for
the financial year ended 31^st March 2026, the
applicable Accounting Standards had been
followed along with proper explanation relating
to material departures, if any;

b) the Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that were
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 profits
of the Company for the year;

c) the Directors had taken proper and sufficient

care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the Directors had prepared the accounts for
the financial year ended 31 ^st March, 2026 on a
"going concern" basis;

e) the Directors, had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

f) the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has complied with the requirements
of Corporate Governance stipulated under
Regulation 27 of the Listing Regulations. A Report
on Corporate Governance forms part of this Report
and a Certificate from the Secretarial Auditors
regarding compliance with the requirements of
Corporate Governance is given in Annexure I of
this report.

AUDITORS

M/s. RGN Price & Co., Chartered Accountants,
Chennai having Firm Registration No. 002785S
was appointed as the Statutory Auditors of the
Company. As per the extant provisions of the Act,
they will hold office for a period of five years till
the conclusion of 42^nd AGM in 2027. The report of
Auditors on the financial statements is attached and
forms part of this report and does not contain any
qualification, reservation or adverse remarks.

SECRETARIAL AUDIT REPORT

As required under Section 204 of the Act read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Secretarial Audit Report issued by
M/s. B Chandra & Associates, Practicing Company
Secretaries (Firm Registration No. P2017TN065700
and Peer Reviewed Certificate No. 1711/2022) is
given in Annexure - II to this report. The Secretarial
Audit Report is attached and forms part of this report.
Your Company has complied with the requirements
of all the applicable Secretarial Standards.

MAINTENANCE OF COST RECORDS & COST
AUDIT

Your Company is obligated to maintain cost records
as specified by the Central Government under
Section 148(1) of the Act and the same has been
duly complied with. Your Company is also subject
to Cost Audit of the said records.

M/s. B Y & Associates, Cost Accountants, Chennai
have been appointed as the Cost Auditors of the
Company for conducting the audit of cost records
for the financial year 2025-26 on a remuneration of
' 1.75 lakh, plus applicable taxes and reimbursement
of actual out-of-pocket expenses incurred by them
in this connection.

In accordance with Section 148 of the Act, read
with the applicable Rules, the Board has re¬
appointed them for FY 2026-27 based on the
recommendations of Audit Committee and the
ratification of the remuneration payable to them will
be considered by the Members at the ensuing AGM
of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal

financial control systems that undergo periodic
reviews. These controls are supported by an ERP
system, internal audits, and management reviews,
all guided by documented policies and procedures.
To ensure that the system operates effectively, the
Internal Auditors conduct regular reviews, and their
findings are discussed with the Audit Committee
and the Auditors. Additionally, the Company's
Auditors have provided certificates regarding these
controls, which are included with their reports.

CONSERVATION OF ENERGY AND OTHER
DISCLOSURES

As required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, information
on conservation of energy, technology absorption,
foreign exchange earnings and outgo, to the extent
applicable are given in Annexure -III and form part
of this Report.

DETAILS OF SIGNIFICANT CHANGES IN KEY
FINANCIAL RATIOS

During the year under review, Current ratio (in
times) (31)%, Debt-Equity ratio (in times) 219%,
Debt service coverage ratio (in times) (82)%,
Inventory turnover ratio (in times) (50)%, Trade
receivables turnover ratio (in times) 27%, Trade
payables turnover ratio (in times) 4%, Net capital
turnover ratio (in times) 90%, Net profit ratio (in %)
115% significantly altered as earnings compared to
the previous financial year marginally decreased
on account of increased raw material costs and
reduced margins on account of cheaper imports
impacted spot price and Contract adders. The
accounting ratios are given under Note: 40 of the
Standalone Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Information on loans, guarantees and investments
covered under Section 186 of the Companies
Act, 2013, forms part of the Notes to Standalone
Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions with related parties entered into by
the Company during the year were on arms' length
basis and were approved by the Audit Committee

at the beginning of the financial year. There were
no contracts or arrangements entered into with the
related parties covered under section 188(1) of the
Act that is required to be disclosed in Form AOC-2.
The policy on materiality of transactions with related
party as approved by the Board is available in the
website of the Company :https://www.tnpetro.com/
investors/policies/.

Pursuant to Regulation 23(2) of the Listing
Regulations, prior approval of the Members was
obtained through Postal Ballot on 11^th April 2026 for
the material related party transactions to be entered
with Greenstar Fertilizers Limited during FY 2026¬
27, aggregating to ' 368.70 Crore, excluding taxes
and duties as applicable. In respect of transactions
with Manali Petrochemicals Limited (MPL), prior
approval of the Members was obtained at the 40^th
AGM held on 17^th September 2025 for transactions
up to ' 425 Crore, plus applicable taxes and
duties, for the period from 1^st October 2025 to
30^th September 2026.

AUDIT COMMITTEE

The Composition of the Committee and particulars
of its meetings are disclosed under the Corporate
Governance Report annexed to this Report.
During the year, the Board had accepted all the
recommendations made by the Committee.

VIGIL MECHANISM

As required under Section 177 of the Act and
Regulation 22 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations 2015,
your Company has established a vigil mechanism
for its directors and employees to report genuine
concerns through the Whistle Blower Policy of
the Company as published in the website of the
Company. As prescribed under the Act and the
Listing Regulations, provision has been made
for direct access to the Chairperson of the Audit
Committee in appropriate / exceptional cases.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual
Return in Form MGT-7 is available in the website of
the Company:https://www.tnpetro.com/investors/
annual-return/.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
(POSH)

The Company has complied with the provisions
relating to framing of policy and constitution of
Internal Committee (IC) under the POSH Act. There
were no referrals received by IC during the year.

The Company has also complied with the provisions
of the Maternity Benefits Act, 1961.

PARTICULARS OF EMPLOYEES AND OTHER
DISCLOSURES

The disclosures prescribed under Section 197(12)
of the Companies Act, 2013, read with Rule 5(1)
and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure - IV to this Report.
It is hereby affirmed that the remuneration to the
employees is as per the remuneration policy of the
Company.

CSR POLICY AND RELATED DISCLOSURES

The brief outline of CSR policy of your Company
and such other details and disclosures as per the
prescribed format are furnished in Annexure - V to
this report.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

The report on Business Responsibility and
Sustainability in compliance Regulation 34 of the
Listing Regulations is given as Annexure - VI of
this report.

Other Disclosures:

- There was no fraud reported by the Auditors
of the Company as per Section 143(12) of the
Act read with Companies (Audit and Auditors)
Rules, 2014;

- There were no significant and material orders

passed by any of the regulators / courts /
tribunals impacting the going concern status
and company's operations;

- Your Company has not accepted any deposits
from the public during the year;

- The Board had considered all recommendations
of the Committees of the Board.

Acknowledgement

Your Directors are grateful to the Government
of India, the Government of Tamilnadu, financial
institutions, banks, other lending institutions,
promoters, technical collaborators, suppliers,
customers, joint venture partners and marketing
agents for their assistance, co-operation and
support. The Directors thank the shareholders for
their continued support.

The Directors also place on record their high
appreciation for the contributions by all cadres of
employees of the Company.

Disclaimer

The Management Discussion and Analysis
contained herein is based on the information
available to the Company and assumptions based
on experience in regard to domestic and global
economy, on which the Company's performance
is dependent. It may be materially influenced
by changes in economy, government policies,
environment and the like, on which the Company
may not have any control, which could impact the
views perceived or expressed herein.

For and on behalf of the Board of Directors
G D Sharma D Senthi Kumar11^th August 2026 DIN: 08060285 DIN: 00202578

Chennai 600068 Independent Director Managing Director