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Director's Report

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DIRECTORS' REPORT

Tuticorin Alkali Chemicals & Fertilizers Ltd.

GO
Market Cap. ( ₹ in Cr. ) 646.10 P/BV 4.03 Book Value ( ₹ ) 13.17
52 Week High/Low ( ₹ ) 106/47 FV/ML 10/1 P/E(X) 10.39
Book Closure 25/09/2023 EPS ( ₹ ) 5.10 Div Yield (%) 0.00
Year End :2025-03 

Your Directors hereby present the 52nd Annual Report on the
performance together with the Audited Financial Statements of the
Company for the year ended 31st March, 2025.

FINANCIAL RESULTS (Rs. In Crores)

DESCRIPTION

2024-25

2023-24

Total Income

316.11

322.69

Gross Profit after meeting all expenses, but
before providing depreciation and interest

68.70

77.81

Interest

5.28

3.10

Depreciation

6.71

4.11

Extraordinary items

22.88

(3.98)

Net Profit for the year

79.59

66.62

Deferred Tax (charge) / benefit

(17.40)

3.00

Total Earnings

62.19

69.61

Accumulated Loss

(185.40)

(247.59)

Networth before revaluation of land & buildings

(57.69)

(119.72)

Networth after revaluation of land & buildings

141.20

79.17

Basic & Diluted EPS

5.10

5.70

The Revenue from operations for FY 2024-25 stood at Rs. 309.48
crores, Profit before tax for FY 2024-25 stood at Rs. 79.59 crores.

DIVIDEND

Your Directors decided to conserve resources for business operations
and hence not recommended any dividend.

SHARE CAPITAL

As of 31st March 2025, your Company's paid-up equity share capital
stood at Rs. 121,83,58,300. There were no alterations in share
capital during the year.

TRANSFER TO RESERVES

In accordance with Sections 123 and 134(3)(j) of the Companies
Act, 2013, no transfers were made to the General Reserves for the
year under review.

CHANGE IN BUSINESS NATURE

There has been no changes in the nature of the Company's business
operations during FY 2024-25.

COMPANY OVERVIEW

Your company specializes in sustainable chemistry solutions and
operates primarily only through a segment which operates in basic
chemistry, which includes alkali chemicals such as Soda Ash and
Sodium Bicarbonate. Your company also manufactures Ammonium
chloride through improved Solvay process.

PERFORMANCE REVIEW & STATE OF COMPANY’S AFFAIRS

During the year under review, your Company demonstrated consistent
growth in production across all quarters, achieving several key
operational milestones. This culminated in a record annual output of
approximately 62,000 metric tonnes (MT) — the highest since 2011
and the best performance in the past 15 years.

The daily average production also showed a marked improvement,
reflecting enhanced operational efficiency. Looking ahead, your
Company remains optimistic about further increasing production
capacity in the current financial year, subject to market conditions.

The production and sales during the year ended 31st March, 2025
compared to the previous financial year, are as given below:

Product

Production

Sales

(Includes Internal
Consumption)

2024-25

2023-24

2024-25

2023-24

Soda Ash (Light)

62,280

58,320

63,530*

55,270*

Ammonium Chloride

54,550

55,690

49,096

50,009

* Includes captive consumption
PRODUCT WISE PERFORMANCE

During the financial year 2024-25, Your Company recorded a relative
increase in the production and sales volume of Soda Ash compared
to the previous year. However, realisations were lower due to a
decline in market prices, primarily driven by increased global supply
and competitive pricing pressures.

Ammonium Chloride (ACL) production remained consistent with the
previous year. The market for ACL is expected to recover gradually
from 2025 onwards. The product gained wider acceptance among
users during the year and is anticipated to diversify in its application
and output forms in the coming period.

Despite intermittent local rainfall, the prices of salt remained stable.
Your Company successfully maintained its captive salt production
capacity at 11,375 MT, ensuring operational self-reliance and
continuity. Ammonia prices softened in the latter part of the year
compared to previous periods, contributing to cost efficiency.

Your Company continues to meet majority of the Light Soda Ash
requirements for detergent-based FMCG products in Southern India,
reinforcing its strategic importance in the region.

Your Company's logistics infrastructure is built around a multi¬
modal transportation framework comprising rail, shipping, and road,
offering flexibility and cost efficiency. Strategic expansion into remote
locations has further strengthened last-mile connectivity, enhancing
market accessibility and service reliability.

SUSTAINABILITY

Your Company remains committed to producing low carbon footprint
products, with continuous focus on sustainable practices. A major
milestone during the year was the complete transition to biomass-
based fuel, successfully executed by the Inhouse project team.

This shift ensured our continuous march towards sustainability and
reduction in carbon footprint. As a result, the captured carbon dioxide
is biogenic in nature, contributing positively to the carbon cycle.

Your Company is actively conducting carbon footprint studies, which
show a substantial reduction in emissions due to biomass usage.
Further, investments are being made to convert indirect emissions
from power consumption to green energy sources, including wind
and solar power, expected to be operational in the coming year.
By using the alternative technologies like the Solvay process, your
Company has taken a pioneering role in establishing low-carbon
products and is steadily progressing towards Net Zero emissions.

MARKET SCENARIO

India's economy continues to demonstrate resilience and growth,
driven by strong domestic demand, infrastructure development,
and industrial expansion. Among the key contributors to this
growth is the chemical manufacturing sector, which plays a pivotal
role in supporting various industries such as agriculture, textiles,
pharmaceuticals, and construction. The Indian chemical industry,
valued at ~US$ 250 billion, is expected to grow by approximately
8 - 10% in FY2026. Indian companies are attracting investments
from Japan, Korea and Thailand, who are seeking to diversify supply
chains.

India is fourth largest producer of agrochemicals globally. India
is rapidly emerging as major global manufacturing hub for
agrochemicals, driven by low manufacturing cost, low labour cost, a
technically skilled workforce and high production capacity.

FUTURE OUTLOOK

The Company remains committed to sustainable growth and
environmental stewardship. During the transition to biomass-based
production, challenges related to carbon dioxide (CO2) capture were
effectively addressed, enabling a successful ramp-up in production.

With increasing market preference for low-carbon products,
particularly in the soda ash segment, the Company is actively
modernising its plant and machinery to enhance capacity and reduce
its environmental footprint. These efforts are aligned with evolving
industry standards and customer expectations.

Looking ahead, the Company aims to progressively reduce its carbon
footprint through expanded adoption of renewable energy, increased
biomass utilisation, and the integration of advanced energy-efficiency
technologies. In addition, the Company is actively evaluating carbon
capture solutions and green process innovations to support India's
net-zero ambitions.

These strategic initiatives are expected to strengthen environmental
compliance, improve long-term cost competitiveness, and reinforce
the Company's position as a responsible and sustainable chemical
manufacturer.

OPPORTUNITIES AND THREATS

Your Company has initiated a long-term growth strategy in
collaboration with its customers, focusing on capacity expansion,
modernisation, and a structured pricing policy. Engineering works
are underway to revamp production facilities, supported by AI-driven
process optimisation to enhance efficiency. Recognizing the potential
challenges in marketing higher volumes of Ammonium Chloride,
the Company has developed firm long-term plans to strengthen its
market presence. These efforts aim to ensure sustainable growth

and meet rising demand, particularly from the FMCG and industrial
sectors. Fluctuations in raw material costs and global trade dynamics
may impact margins, particularly in the face of rising imports and
competitive pricing.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Soda Ash industry in India is predominantly concentrated in
Gujarat, owing to the abundant availability of key raw materials such
as salt and lime. Soda Ash is primarily used in the manufacture of
detergents and glass.

Your Company also produces Ammonium Chloride fertilizer as a co¬
product, utilizing an enhanced version of the Solvay process. As part
of its commitment to sustainability, your Company captures carbon
dioxide (CO2) gas from boiler flue emissions to use as a raw material
in the production process.

In a significant step towards green manufacturing, both boilers
have been converted to operate on biomass fuel, enabling a more
environmentally friendly production route. Notably, your Company has
successfully conducted pilot operations to manufacture the world's
first Green Soda Ash and Green Ammonium Chloride, marking a
pioneering achievement in sustainable chemical production.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Your Company maintains a recognized union that operates on
democratic principles and engages regularly with the Human
Resources department to foster a collaborative and transparent work
environment.

As of 31st March 2025, the total employees on the rolls of your
Company stood at 307 employees. In alignment with its strategic
workforce development plan, the ongoing campus recruitment
program has remained a cornerstone for sourcing and nurturing
emerging talent, positioning them for future leadership roles.

In support of employee well-being, your Company continues to
offer maternity leave benefits to all eligible women employees, fully
compliant with the Maternity Benefit Act, 1961.

ENVIRONMENT AND SAFETY

During the year, your Company successfully upgraded and obtained
certifications for ISO 9001:2015 (Quality Management System)
and ISO 14001:2015 (Environmental Management System),
reinforcing its commitment to quality and sustainability. Additionally,
the Company has maintained BIS certification for product quality.
Your company has also obtained Award from BIS for ensuring zero
deviations over the past 3 years.

In recognition of its efforts towards sustainability and innovation,
your Company was honored with the FICCI Award for Resource
Efficiency and Circular Economy 2025, and the Unilever Home Care
Clean Future Award 2024 during the financial year 2024-25.

WIND MILL

During the financial year 2024-25, power generation from the
Wind Turbine Generators located at Gudimangalam, Tirupur District
remained stable, maintaining performance levels comparable to the
previous year.

CAPTIVE SALT PRODUCTION

During the year, your Company achieved a salt production of
11,375 metric tonnes (MTs). All previously unused salt pans were

brought into operation to optimize output. However, unseasonal and
unexpected rainfall adversely affected production levels, which could
have otherwise seen further improvement.

While the availability of enriched reject water from the SWRO
(Seawater Reverse Osmosis) plant had the potential to enhance
productivity, the aftermath of flooding also contributed significantly
to the reduced salt output during the year.

DEPOSIT FROM PUBLIC

There was no outstanding deposit as at 31st March, 2025. The
Company has neither accepted nor renewed any deposits during the
year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

Since there was no Dividend declared last year, the provisions of
Section 125 of the Companies Act, 2013 do not apply.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

1. Current Ratio (times) of the Company has improved to 0.73
(FY 2023-24: 0.55) Increase in Current Assets on account of
increase in trade receivables, Increase in Inventories on account
of increased operation during the year resulted in increase in
current ratio.

2. Debt Equity Ratio (times) of the Company has improved to 2.69
(FY 2023-24: 4.27) The ratio has decreased primarily due to
increase in shareholders' equity on account of current year
profits, which resulted in a positive movement in the Other Equity
, because of the impact of past brought forward losses which
had moderated, leading to an improvement in the equity base.

3. Debt Service Coverage Ratio (in times) of the Company has
decreased to 15.07 (FY 2023-24: 21.49) Due to increase in
Finance cost, current year ratio is lower.

4. Return on Capital employed (in %) of the Company has
decreased to 0.23 (FY 2023-24: 0.26) Variance is on account
of increase in borrowings and reduction in negative balance in
retained earnings due to profits.

MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to
which this financial statement relates on the date of this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE COMPANY

The Statement showing the details regarding the development and
implementation of Risk Management Policy of the Company is
furnished in Annexure 1, which is attached to this report.

The risk management includes identifying types of risks and its
assessment, risk handling and monitoring and reporting.

Your company risk has been drastically reduced and only risk
associated to normal business operations persist, which is in regular
monitoring and control of Risk Management committee of the
company. Hence the Board does not envisage any other major risk.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL RESPONIBILITY
INITIATIVES

The Company has not developed and implemented any Corporate
Social Responsibility initiates as the said provisions are not yet
applicable as on date in view of the accumulated losses of the
Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the
Company under Section 186 of the Companies Act, 2013 during the
year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

The transactions entered into during the financial year with related
party as defined under the Act were in the ordinary course of business
and at arm's length basis. There were no materially significant
transactions during the financial year 2024-25, which were in conflict
with the interests of the Company. Policy on materiality of related
party transactions is placed on the Company's website viz., www.
tacfert.in

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure 2 and is attached to this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
UNDER REVIEW

The Company had five Board meetings during the financial year under
review. Full details are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

d) the directors had prepared the annual accounts on a going
concern basis; and

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. Internal

financial control means the policies and procedures adopted
by the Company for ensuring the orderly and efficient conduct
of its business including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial
information.

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or
Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

No case of sexual harassment was reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board's composition is in compliance to the provisions of
the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including criteria
related to Independent Directors, Woman Director and directorship
limits across listed entities.

The Company's Board comprises the following directors as on
31st March, 2025:

Mr. Ashwin C Muthiah, Ms. Devaki Muthiah Chardon, Mrs.
Rita Chandrasekar, Ms. Sashikala Srikanth, Mr. T. K. Arun, Mr.
G.D. Sharma, Mr. K. R. Anandan and Mr. E Rajeshkumar.

Appointments

• Mr. Ashwin C Muthiah (Appointed as Chairman and Non
executive Non Independent director wef 14th August 2024)

• Ms. Sashikala Srikanth (Appointed as Independent director wef
14th August 2024)

• Mr. T. K. Arun (Appointed as Independent director wef 14th
August 2024)

• Mr. G. D Sharma (Appointed as Independent director wef 14th
August 2024)

• Ms. Latha Ramanathan (Appointed as Additional director under
the category of Independent - Non executive wef 31st July 2025)

Completion of term

• Mr. B. Narendran (Completed second term five year as
Independent director wef 13th August, 2024)

• Mr. S. Asokan (Completed second term five year as Independent
director wef 13th August, 2024)

• Ms. Rita Chandrasekar (Completed her second term five year as
Independent director wef 30th July, 2025)

Other KMP:

• Mr. S. Nandakumar is the Chief Financial Officer of the company.

• Ms. C.S. Vijayalakshmi is the Company Secretary of the
company.

• Mr. D Prem Babu was appointed as the Chief Financial Officer of
the company wef 12th May, 2025.

• Mr. S. Nandakumar resigned from the post of Chief Financial
officer of the company wef 11th May, 2025.

The Board expresses its sincere gratitude to Mr. B. Narendran,
Mr. S. Asokan, Ms. Rita Chandrasekar and Mr. S. Nandakumar for
their valuable contributions during their tenure.

COMMITTEES OF THE BOARD

There are five committees of the Board namely, Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee and Borrowing committee.
The details of composition of committees are furnished in the
Corporate Governance report, which is annexed to this report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves for
the continuance / appointment as independent directors under the
provisions of the Companies Act, 2013 and in accordance with
applicable SEBI Regulations

The Independent Directors have also affirmed that they have
completed requisite steps towards the inclusion of their names in
the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act, read
with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has undertaken an
annual evaluation of its own performance, that of individual Directors,
and the functioning of its various Committees.

The Independent Directors, at their separate meeting held without
the participation of Non-Independent Directors and Key Managerial
Personnel, evaluated the performance of the Board as a whole and
that of the Non-Independent Directors. They also reviewed the quality,
quantity, and timeliness of information flow between the Company's
Management and the Board, which is essential for effective decision¬
making and governance.

This structured evaluation process is aimed at enhancing the overall
effectiveness of the Board and ensuring that its composition and
functioning remain aligned with the Company's strategic objectives
and regulatory expectations.

STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants, Chennai,
(Registration No.105047W) have been appointed as Statutory
Auditors of the Company in 44th Annual General meeting and after
completion of a five years period, the term was further extended by
another 5 years, till the AGM to be held in 2027, in the AGM held on
21.09.2022.

SECRETARIAL AUDITOR

Under Section 204 of the Companies Act, 2013 and Regulation
24A of SEBI Listing Regulations, the Company appointed
Ms. KRA & Associates, Practicing Company Secretary, Chennai, as
Secretarial Auditor for FY 2024-25. The Company complied with
applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government. The
Secretarial Audit Report for FY 2024-25 is annexed and contains no
qualifications, reservations, adverse remarks or disclaimers.

In accordance with the amended Regulation 24A, effective from
FY 2025-26, shareholders may approve the appointment or
reappointment of Secretarial Audit firms for a maximum of two five-
year terms. M/s. KRA & Associates, Chennai, has given their consent
and eligibility certificate for appointment. The Board, at its meeting on
03rd February 2025, has recommended their appointment for a term
of 5 years covering FY 2025-26 to FY 2029-30, subject to Members
approval at the ensuing AGM.

COST AUDITOR

M/s. B Y & Associates, Cost Accountants (Firm Registration No.
003498), were appointed to conduct the cost audit of the Company
for FY 2024-25. The Company has duly maintained its cost records
in compliance with Section 148(1) of the Companies Act, 2013, as
prescribed by the Central Government. The Cost Audit Report for
the previous fiscal year ended 31st March 2024 was filed within the
stipulated timeframe as required under the Act.

In continuation of regulatory compliance, cost accounts and records
for FY 2024-25 have also been maintained. Based on the Audit
Committee's recommendation, the Board at its meeting held on 03rd
February 2025 re-appointed M/s. B Y & Associates as Cost Auditors
for FY 2025-26, at a remuneration of Rs. 90,000/- plus actual
out-of-pocket expenses. The payment of remuneration is subject
to Members approval/ratification at the forthcoming 52nd Annual
General Meeting.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND
PROVIDING VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committee consists of Ms. Sashikala Srikanth, Mr.
K.R. Anandan and Mrs. Rita Chandrasekar.

The Company has established a vigil mechanism and oversees
through a committee, the genuine concerns expressed by the
employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct

access to the chairman of the Audit Committee on reporting issues
concerning the interests of co-employees and the Company. Policy
is given in Annexure 3 and is placed on the Company's website viz.,
www.tacfert.in.

SHARES

The Company has not bought back any of its shares during the year
under review.

The Company has not issued any “Sweat Equity” Shares during the
year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the
employees.

ANNUAL RETURN

In compliance with Section 92 of the Companies Act, 2013, the
Annual Return in Form MGT-7 for FY 2023-24 has been uploaded
on the Company's website. The Annual Return for FY 2024-25 will
be duly filed with the Registrar of Companies within the statutory
timeline, following the conclusion of the 52nd Annual General Meeting,
scheduled for 29th September 2025. Once filed, it will be accessible
at: https://tacfert.in/investors/annual-reports/

REPORTING OF FRAUDS BY AUDITORS

During FY 2024-25, there were no instances of frauds reported by
the Statutory Auditors, Cost Auditors and Secretarial Auditors under
Section 143(12) of the Companies Act, 2013

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

Your Company has instituted a comprehensive framework of internal
financial controls designed to oversee operational workflows,
ensure precision in financial reporting and maintain compliance with
applicable Regulations. These controls undergo regular evaluations
by both Internal and Statutory Auditors, with their findings reviewed
by the Audit Committee. Any identified gaps are promptly addressed
through structured corrective actions and defined timelines. The
Committee also assesses the Internal Auditor's reports covering key
business processes and accounting practices.

Risk management remains a core component of the Company's
governance structure. In alignment with SEBI Listing Regulations,
a dedicated Risk Management Committee has been constituted and
a detailed Risk Management Policy has been adopted. This policy
facilitates systematic identification of business risks and prescribes
appropriate mitigation strategies. The Board reviews the Risk
Management Report at periodic intervals to monitor emerging risks
and the effectiveness of ongoing mitigation efforts.

LOANS, GUARANTEES OR INVESTMENTS

No loans or guarantees under Section 186 of the Act were extended
by the Company during the year under review.

During the year, the Board of Directors of the Company at their
Meeting held on 15th May 2024, had approved the proposal to

invest in the Equity Shares of M/s Green Infra Renewable Energy
Generation Private Limited (GIREGPL), M/s Green Infra Renewable
Energy Projects Limited (GIREPL) and M/s Green Infra Wind Energy
Generation Limited (GIWEGL) (“SEMBCORP Group”), for value not
exceeding Rs. 15,67,95,000/- in order to qualify as captive user of
power under Electricity Rules, 2005. Pursuant to this arrangement,
your Company entered into a Share Subscription cum Shareholders
Agreement dated 24th September 2024. As on the date of this report,
pursuant to the Agreement, your Company invested 23,58,212 equity
shares of Rs.10 each at par in GIREGPL offered on rights basis on
19th February 2025. 1,05,51,000 equity shares of Rs. 10 each at par
in GIREPL based on various offers and 26,97,988 equity shares of
Rs. 10 each at par in GIWEGL offered on Private Placement basis on
13th June 2025.

SIGNIFICANT LEGAL ORDERS

No significant or material orders were passed by any regulatory
authority, court or tribunal that could adversely impact the Company's
going concern status or its future operations.

INSOLVENCY AND BANKRUPTCY PROCEEDINGS

As of 31st March 2025 and through the date of this report, there
have been no applications filed or proceedings initiated against the
Company under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT AND LOAN VALUATION DISCLOSURE

No one-time settlements or loan valuations differing in amount were
undertaken during the year. Hence, no disclosures are required under
this clause.

CORPORATE GOVERNANCE

In accordance with the requirements of Schedule V and Regulation
34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on Corporate Governance for
the year ended 31st March,2025 forms an integral part of this Annual
Report.

A certificate from M/s KRA & Associates, Practicing Company
Secretaries, confirming compliance with the prescribed Corporate
Governance norms has been annexed to this Report.

FAMILIARIZATION PROGRAMME

Upon induction to the Board, Independent Directors participate
in a structured Familiarization Programme designed to provide
insights into the Company's operations, governance framework,
and regulatory environment. Details of this programme are disclosed
in the Corporate Governance Report and are also available on the
Company's website at https://www.tacfert.in.

In addition to the initial programme, individual site visits and detailed
discussions are conducted periodically to ensure continuous
engagement. Directors are regularly updated on legal and regulatory
developments, enabling them to effectively discharge their
responsibilities and contribute meaningfully to Board deliberations.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the
Institute of Company Secretaries of India, have been complied with.

PARTICULARS OF EMPLOYEES

The Company has no Employees, whose salary exceeds the limits
as prescribed under Rule (5)(2) of Companies (Appointment and
Remuneration of Key Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 136 of the Companies Act, 2013
and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company shall provide the
details to any shareholder upon specific written request, made before
the date of the Annual General Meeting. The Company shall furnish
such details within three days of receiving the request. If the request
is received after the AGM, the details shall be provided within seven
days of receipt of such request.

Disclosures under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration

Mr. Ashwin Muthiah

0.58

of each director to the

Ms. Devaki Muthiah

0.70

median remuneration of the

Chardon

employees of the Company

Mr. T K Arun

0.58

for the financial year -

Ms. Sasikala Srikanth

0.39

2024-25

Mr. G D Sharma

0.58

Mr. B. Narendran

0.12

Mr. S. Asokan

0.12

Ms. Rita Chandrasekar

0.70

Mr. K.R. Anandan

0.70

The percentage increase
in remuneration of each
Director, Chief Financial

Mr. E. Rajeshkumar
Wholetime Director

42.65

Mr. S. Nandakumar,

Officer and Company

Secretary in the financial

Chief Financial Officer

13.05

year - 2024- 25.

Ms. C.S. Vijayalakshmi
Company Secretary

25.72

The percentage increase in the median remuneration of
employees in the financial Year - 2024-25.

45.82

The number of permanent employees on the rolls of

Company as on 31.03.2025

307

Average percentage increase

Average percentage

20.01

already made in the salaries

increase already made in

of employees other than

the salaries of employees

the managerial personnel in

other than the key

the last financial year and

managerial personnel in

its comparison with the

the FY 2024-25.

percentage increase in the

Average percentage

33.81

managerial remuneration

increase already made

and justification thereof

in the salaries of the key
managerial personnel in
the FY 2024-25.

PARTICULARS AS REQUIRED UNDER RULE 3 OF THE COMPANIES
(ACCOUNTS) RULES, 2014

A. Conservation of Energy

1. Steps taken and impact on conservation of energy

a. Induction turbine alternator to utilize the energy in the
steam let down for process use, was commissioned
and approximately 5000 units a day is being produced,
which resulted in a saving of approximately Rs.1 crore
per annum.

b. Due to installation of filter press in the recycle stream,
added last year, the distiller steam consumption has
come down, resulting in a saving of steam, which will
save about Rs.2 crores per annum.

2. Steps taken for utilizing alternative sources of energy

Your Company has successfully implemented switch over
of fuel from Coal to Biomass This has eliminated usage of
coal of approximately 50,000 MTs in a year and producing
low carbon footprint product.

Company is also investing in getting Green power through
solar/wind and expected to get this power from next year.

3. Capital investment in conservation energy

Further investment of Rs.100 lakhs is being made to fire biomass
into the boiler.

B. Technology Absorption

(a) The Company has fully utilized the imported Technology of
Hitachi Zosen, Japan which was imported in the year 1980.
Towards modernization of plant, the company is carrying
out the engineering from Dalian Engineering.

(b) Expenditure on Research & Development

(i) Capital Nil

(ii) Recurring Nil

(iii) Total Nil

C. Foreign Exchange Earnings and outgo:

(a) Foreign Exchange inflow : Rs. 5000 lakhs

(b) Foreign Exchange outflow: Rs. 4198.35 lakhs
GENERAL

No disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year:

a. No significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and
Company's operations in future

b. There was no issue of Equity shares with differential voting rights
ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Company's activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed
on your Company.

DISCLAIMER

Statements in the Management Discussion and Analysis describing
the Company's objectives, estimates, projections, expectations may
be “forward-looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that would make a
difference to the Company's operations include economic conditions
affecting demand-supply and price conditions in the domestic and
overseas markets in which the Company operates, raw material
availability and its prices, changes in the Governmental regulations,
labour negotiations, tax laws and other statutes and economic
development within India.

For and on behalf of the Board of Directors

Place : Chennai e. RAJESHKUMAR K.R. ANANDAN

Date : 13th August, 2025 WHOLE TIME DIRECTOR DIRECTOR

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