Your Directors have pleasure in presenting the
Fortieth Annual Report together with the Audited
Financial Statements of the Company for the
year ended 31^st March 2025. 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:

(f In Crore)

HIGHLIGHTS OF OPERATIONS

Linear Alkyl Benzene (LAB), the major product,
continued to be the key contributor for the bottom
line. Despite the low-cost imports of LAB continued
to pose a challenge to the pricing in domestic
markets, demand for LAB improved during the last
quarter with supply constraints resulting from few
other plants going for turnarounds. This helped
improve the net realization on overall sales.

Crude prices experienced a steady decline through
the year, falling from mid 80 USD levels to ~70 USD
level by March 2025. Strategic timing in benzene
procurement enabled the Company to benefit from
lower prices and effective inventory management,
thereby controlling the cost of this key raw material.

Specific consumption of key utilities remained within
the limits as we could achieve budgeted levels of
production. Sourcing the essential intermediate,
Normal Paraffin, remained challenging as its prices
continued to be volatile despite the overall decline in
crude oil prices, primarily due to a global shortage.

The decline in Caustic Soda prices observed during
the first half of the year, driven by sluggish demand
in certain end-use sectors, reversed during the
second half, with substantial improvement in prices
essentially triggered by supply issues in China
market.

The domestic market for Propylene Oxide (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 FY2024-25. However, domestic demand for
PO is anticipated to recover starting from the Q2 of
2025-26.

Your Company maintained its strategy of prudent
Raw Material Sourcing, effective inventory
management and procurement of Renewable
Power at competitive prices, as part of its ongoing
efforts to sustain margins. In its efforts to increase
the capacity of the LAB plant from the current
120 KTPA to 145 KTPA, the Company has made
significant progress, completing civil works and
commencing the erection of major equipments. As
of 31^st March 2025, an expenditure of ? 273 Crore
has been committed against the estimated LAB
revamp project cost of ? 310 Crore. The revamped
plant is scheduled to be commissioned by the Q3
of FY 2025-26.

Your Company in order to modernise the existing
Caustic Soda plant & to enhance its capacity from
150 TPD to 250 TPD, had estimated an outlay
of ? 190 Crore. The HCD revamp project is in
execution stage and as on 31^st March 2025, an
expenditure of ? 175 Crore has been committed
against the estimated project cost of ? 214
Crore. The modernized plant is also planned for
commissioning by Q4 of FY 2025-26.

As a responsible corporate entity, the Company
has developed a comprehensive roadmap to
achieve decarbonization, outlining several short,
medium, and long-term objectives. Detailed techno-

commercial evaluations have already commenced
for the initiatives identified to be viable. The
product carbon footprint for LAB and Caustic Soda
Lye has been assessed to identify key areas for
improvement, with the goal of making our products
more environment friendly. Additionally, renewable
power consumption increased by 42% during
FY 2024-25 compared to FY 2023-24, contributing
to reduced carbon footprint at HCD plant.

FINANCIAL REVIEW

Despite continued macroeconomic challenges
and pricing pressure due to unabated imports and
rising raw material costs, your Company achieved
revenue from operations of ? 1,826.78 Crore as
against ? 1,668.57 Crore in the previous year. Net
Profit achieved was ? 51.43 Crore as compared to
? 42.78 Crore in the previous year.

Exceptional item includes ? 7.55 Crore incurred
during the year towards material damage and Plant
restoration activities (Michaung cyclone - Dec'23).
An amount of ? 26.05 Crore has been received
from the insurers as an adhoc amount pending
assessment report from surveyor.

CARE Ratings Limited reaffirmed Company rating
to CARE A ; Stable (Single A Plus; Outlook: Stable)
for Long Term Bank facilities (term loans and fund-
based working capital facilities) and CARE A1
(A One Plus) ratings for Short Term Bank facilities
(non-fund based working capital facilities).

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/2021/07/5.-Dividend-Distribution-Policy. pdf

In line with the parameters prescribed by the policy,
your directors are pleased to recommend a dividend
of 12% i.e. ? 1.20 per equity share of face value
of ? 10/- each fully paid up, for the year 2024-25,
aggregating to ? 10.80 Crore subject to withholding
of taxes.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Linear Alkyl Benzene (LAB) is an organic compound
primarily used as an intermediate in the production
of surfactant linear alkylbenzene sulphonate (LAS),

also known as linear alkylbenzene sulphonic acid
(LABSA). This compound is essential to produce
biodegradable detergents. LAB is predominantly
used in the formulation of laundry detergents, light-
duty dishwashing liquids, industrial and household
cleaners, as well as in applications such as crop
protection and enhanced crude oil recovery.
Demand for LAB is directly influenced by trends in
the FMCG industry, which is a highly dynamic and
commoditized industry.

The commercial production of LAB began in the
mid-20^th century, marking a significant advancement
in the detergent industry. Prior to LAB, soaps
made from animal fats and vegetable oils were
the primary cleaning agents. The development of
LAB provided a more efficient, cost-effective, and
versatile alternative, revolutionizing the cleaning
products market.

The global LAB market has experienced significant
growth, reaching approximately 4.41 million tonnes
in 2024, with projections indicating a compound
annual growth rate (CAGR) of 4.09% through 2035,
potentially reaching around 6.6 million tonnes.
Factors driving this demand include heightened
health awareness, an ageing population, and
changing lifestyles that emphasize cleanliness. Asia
stands out as the largest producer and consumer of
LAB, with India, China, and the Middle East being
the leading manufacturers.

LAB manufacturing in India commenced in
1978 with the commissioning of IPCL's facility in
Vadodara. Subsequently, other manufacturing
facilities were established by Reliance Industries
Limited, TPL, Nirma, and IOC. Until 2002, the LAB
demand and supply situation in India remained
fairly balanced. However, after the commissioning
of two manufacturing facilities in the Middle East
and another by IOC in India, the supply situation
in India significantly exceeded the demand. 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, and China, 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, has approved the
case and authorized the implementation of anti¬
dumping duties (ADD) for a period of five years,
effective from 2025 to 2030.

The Indian government mandated BIS certification
for LAB in the Indian market effective 3^rd April
2023. Although Iran has obtained BIS certification
and is permitted to export LAB to India, the recent
implementation of anti-dumping duties is expected
to ensure price stability in the market.

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, which allow them to achieve reduced
production costs.

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 81.5 million metric tons per year,
with India contributing around 7% to this global
demand. Despite the energy-intensive production
process, the national capacity utilization of the
aggregate capacity (approximately 5.5 million tons)
comes around 80%. The CAGR for CS Lye stands
at 4.2%. Over this period, 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 4.6 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 (PO) is a highly versatile industrial
chemical, primarily used in the production of
polyether polyols, which serve as an essential
constituent in the manufacturing of polyurethane
foams, coatings, and adhesives. 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 between 35 to 40 Kilotonnes 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.

Global growth is projected to slow to 2.3 percent in
2025 due to reduced global trade, tighter financial
conditions, and increased policy uncertainty,
particularly in the realm of trade policy.

India GDP growth slowed down to 6.4%, a weaker
manufacturing sector and slower corporate
investments are seen dragging India's growth to
6.4% in 2024/25, the slowest pace in the four years.

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.

A solid talent pool, a diverse client base that
spans the price-benefit spectrum, unrivalled
distribution that covers nearly all households, and
an agile supply chain all contribute to our enormous
competitive advantage in South. Consumer
preferences and purchasing paths are fast changing
because of changing demographics such as rising
prosperity, a big youthful working population,
developing nuclear-family structures, urbanisation,
and increased usage of technology.

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%.
LABSA content in liquid detergents is lower than
in powders. As liquid detergent volumes continue
to rise, the demand for LABSA 96% has also been
increasing.

In India, there is a concerted effort to protect
both people and the environment through various
activities. The country is committed to sustainable
and inclusive growth, emphasizing responsible
business conduct. Our objective is to achieve
consistent, competitive, profitable, and responsible
growth. Notably, urban markets have played
a pivotal role in driving the growth of FMCG,
benefiting from a return to economic normalcy after
the disruptions caused by the COVID pandemic in
recent years.

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. We live in a
complicated and volatile world. Our plan of action
is continually evolving to respond to the trends
and forces driving our industry and affecting our
stakeholders.

The global economy is facing substantial
headwinds, emanating largely from an increase
in trade tensions and heightened global policy
uncertainty. Global cooperation is needed to restore
a more stable global trade environment. Domestic
policy action is also critical to contain inflation risks
and strengthen fiscal resilience.

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 decreased
during the fiscal year. There is a steep increase in
exports of Caustic Soda in FY'25 approx at 25% ,
however imports declined by 33%. The increase in
exports attributed to increase in demand and supply
demand imbalance

Caustic soda prices increased in FY'25 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
outdated facility and the creation of a new channel
for the beneficial use of chlorine, which has made
it possible for the Chlor Alkali Division to operate at
close to installed capacity.

OUTLOOK

LAB

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 is increasing, which is contributing to
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.

The increase in low price imports from Middle East
countries Iran and Qatar was a concern till FY'25. In
addition, in September 2022, IOCL debottlenecked
its Baroda facility, enabling an additional 20 kt/year
of production. The Ministry of Finance, GOI, recently
imposed Anti-dumping duty on LAB imported from
Iran and Qatar for a period of 5 years.

At present, LAB price increased due to tight supply
coupled with strong demand from FMCG sector.
The ongoing geopolitical conflicts and global trade
barriers paved way for the increase in LAB selling
price.

Your company is focused on LAB application in
other fields, such as crop protection, EOR Polymer,
and others, outside from the detergent sector. For
selling the new applications, we developed a new
sales channel.

CAUSTIC SODA /CHLOR ALKALI

The viability of the caustic soda industry are 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 80% 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. Demand rose by only 4% during 2023-24,
compared to an 8% increase in real production.

There have been new additions in domestic caustic
soda production in the Southern and Western part
of this Country. Your Company is also expanding
the caustic plant capacity adopting the cost effective
bi-polar technology and would commence operation
by Q4 FY25-26. Despite a drop in demand in the
textile industry, businesses such as alumina, paper,
vinyl, and color intermediates are thriving, making
caustic sales simpler than ever. However, greater
supply than demand in FY'26, 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 as a result of the PU
market's weak demand. However, going forward,
the demand is expected to improve in the coming
months and your Company is expected to achieve
full capacity utilisation.

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 Ms. Sashikala
Srikanth as Chairperson (until August 11, 2024),
Lt. Col. (Retd.) CS Shankar as the Chairman
(from August 12, 2024), Ms. Rita Chandrasekar
(from August 12, 2024), 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. 10^th May 2024, 30^th July 2024,
8^th November 2024 and 31^st January 2025. As
required under Section 177 of the Act, the Audit
Committee also reviews the risk management
process periodically in addition to the Board.

Unchecked imports of LAB and caustic soda poses
the largest risk to TPL. In addition to the additional
Middle East capacity, IOCL's capacity expansion
has increased the competitiveness in the market.
Your Company is looking at more contracts with
significant LAB buyers to reduce this risk. As large-
scale imports would have an influence on product
pricing, addressing the possibility of lower margins
would be an important issue to handle in the year
to come. Though the ADD is in place starting June
2025, however the risk of low price imports is likely
to continue from other manufacturing Countries.

To address these concerns, your organization is
focusing on boosting production and productivity to
control per-unit costs while providing product price
flexibility. Furthermore, reliance on spot markets is
kept stable and secure direct customer committed
volumes. The steep increase in N-paraffin (NP)
price prompted increase in LAB price during last
quarter of FY'25. Further, there is risk attached
on NP sourcing as most companies utilising
their in-house NP, for producing LAB. Added, NP
availability in open market trimmed drastically along
with steep increase in price. This created vacuum
in NP sourcing.

Towards mitigating operational risks, your
Company continues to conduct risk assessments
and corresponding mitigations for the hazardous
chemicals used in the Plants with the assistance
of technical experts. Adequate measures are being
taken to address this risk, as instructed.

As was previously reported, caustic soda is
operating at 80% capacity utilization and there is
spare capacity available for domestic. Even though
demand for caustic is increasing steadily, this is
causing prices to decline.

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 HCD 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
being implemented 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 conducted off site mock drill in
July 2024 to demonstrate its capability to mitigate
chlorine leak. Also, the mock drill proved the
effectiveness of various Government Departments
in accomplishing their roles and responsibilities in
case of escalated emergency.

In observance of National Safety Day on 4^th March
2025, 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.

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. Since your Company
has enhanced the NP capacity to meet the entire
requirement in-house, there may not be scope for
taking up NP project.

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 set
up 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.

A decision on the usefulness of these subsidiaries
would be taken in due course, after judiciously
reviewing the situation.

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 2025 was
437.

BOARD OF DIRECTORS AND RELATED
DISCLOSURES

As on the date of this Report, the Board comprises of
12 Directors of whom 6 are independent, including
3 Woman Directors (2 Woman Independent
Directors).

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:

Ms. Latha Ramanathan (DIN: 07099052) was
appointed as an Additional Director under
Independent Category effective 6^th August 2024 in
the place of Ms. Sashikala Srikanth (DIN: 01678374)
who ceased to be the Independent Director of the
Company consequent to the completion of her second
term of office of five years effective close of business
hours on 11^th August 2024. Ms. Latha Ramanathan
was subsequently appointed as an Independent
Director of the Company by the Shareholders at the
meeting held on 26^th September 2024.

Mr. V Arun Roy, IAS (DIN: 01726117) who served
as Chairman and Non-Executive Non-Independent

Director, Nominee of TIDCO resigned effective
7^th August 2024, and the Board placed on record
its appreciation for the services rendered by him
during his tenure.

Ms. Mariam Pallavi Baldev, IAS (DIN: 09281201)
was appointed as an Additional Director and
Chairperson of the Board, effective 22^nd October
2024 and was subsequently appointed as Non¬
Executive Director of the Company by the
Shareholders through postal ballot, effective
26^th December 2024.

Mr. D Senthi Kumar, Whole-time Director
(Operations) (DIN: 00202578) was re-designated
and elevated as Managing Director effective
4^th February 2025 by the Board and the same was
approved by the shareholders through postal ballot
effective 26^th April 2025.

Mr. KT Vijayagopal (DIN: 02341353) ceased to be
the Whole-time Director (Finance) of the Company
upon completion of his tenure effective close of
business hours on 11^th February 2025. He also
resigned from the position of Chief Financial Officer
(CFO) and was relieved of his duties effective the
said date.

Mr. Manish Nagpal (DIN: 03169160) was appointed
as an Additional Director of the Board, effective
12^th February 2025 and was subsequently appointed
as Non-Executive Director of the Company by
the Shareholders through postal ballot, effective
26^th April 2025.

Mr. Ashwin C Muthiah (DIN: 00255679), Vice
Chairman and 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 2025, 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.

During the year, Mr. D Senthi Kumar was
promoted and elevated as Managing Director
effective 4^th February 2025 from the position of
Whole-time Director (Operations). Mr. C Parthiban
was appointed as Chief Financial Officer of the
Company effective 12^th February 2025 in the
place of Mr. KT Vijayagopal who ceased to be the
Whole-time Director (Finance) & Chief Financial
Officer effective close of business hours of
11^th February 2025 on completion of his tenure of
appointment.

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 behaviour, 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 2025 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 2025, 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, 2025 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. 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
Ms. B Chandra (CP No.7859), Company Secretary
in Practice, Chennai 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.

In compliance with Regulation 24A of the SEBI
Listing Regulations, based on the recommendations
of the Audit Committee, the Board of Directors at
the meeting held on 12^th August 2025 appointed
M/s. B Chandra & Associates, Practicing Company
Secretaries (Firm Registration No. P2017TN065700
and Peer Reviewed Certificate No. 1711/2022)
as Secretarial Auditors of the Company for a
period of 5 consecutive years from FY 2025-26 to
FY 2029-30, subject to the approval of members.
Necessary resolution is included as part of Notice

of the ensuing AGM of the Company, for approval
of Members.

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 2024-25 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 2025-26 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)
(53)%, Debt-Equity ratio (in times) 700%, Debt
service coverage ratio (in times) 67%, Inventory
turnover ratio (in times) 41%, Trade receivables
turnover ratio (in times) 40%, Trade payables
turnover ratio (in times) 26%, Net capital turnover
ratio (in times) 53%, ratios 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 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/.

As required under Regulation 23(2) of the Listing
Regulations, prior approval of the Members was
obtained at the 39^th AGM held on September 26,

2024, for transactions with Manali Petrochemicals
Limited (MPL) up to ? 425 Crore plus taxes for
the period 1^st October 2024 to 30^th September

2025, and approval of Members for the proposed
transactions with MPL for the period 1^st October
2025 to 30^th September 2026 is being sought at the
40^th AGM.

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 UNDER THE 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 Complaints Committee (ICC) under the
POSH Act. There were no referrals received by ICC
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 RESPONSIBILTY AND

SUSTAINABILITY 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 Kumar

12^th August 2025 DIN: 08060285 DIN: 00202578

Chennai - 600 068 Independent Director Managing Director