OPERATION REVIEW AND PERFORMANCE

During the year under review, the Company registered
highest ever revenue and net profit on the back of
successful commissioning of the Hydrofluoric Acid
expansion project. The expanded capacity has achieved
its desired capacity within few days of commissioning.
The Company is currently under implementation of 20,000
TPA of high purity solar grade Dilute Hydrofluoric Acid
(DHF) Project in two phases. The Company had already
commissioned the first phases of 10,000 TPA Solar Grade
DHF plant in Jun-25 and the second phase of the project
will be implemented during the second half of financial
year 2025-26. This would result in strategic growth path
for the Company in years to come.

The Company has, registered total operating revenue of
' 556.98 Crores during the year under review as against
' 378.15 Crores in the previous financial year. The Profit
after tax was ' 88.14 Crores during the year under review
as against ' 52.48 Crores in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Section 134(3)(i) of the Companies
Act, 2013, the State of Affairs of the Company along with
operational performance/review has been discussed in
Management Discussions and Analysis Report which is
appended in this annual report pursuant to Regulation
34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

DIVIDEND

The Board of Directors at their meeting held on April 28,
2025, recommended a dividend of ' 9.00/- per equity share
(90%) of ' 10/- each for the financial year ended March 31,
2025 involving an outflow of ' 8,97,75,000/- The payment
of dividend is subject to the approval of members at the
ensuing Annual General Meeting ('AGM’) and deduction of
income tax at source. Upon approval at the AGM, dividend
will be paid to those members whose names will appear in
the Register of Members/Beneficial Owners as at the close
of business hours on September 17, 2025 i.e., Record Date.

REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS

The Company plans to continue its focus on increasing
the volume of its key products including the value-added
products (VAP) during the coming years through market
penetration and process improvements.

Your Board of Directors is optimistic of continuous
improvements in the operational performance of the
company in the coming years.

HYDROFLUORIC ACID (HF) & VALUE-ADDED
PRODUCTS (VAPs)

Your company continues to widen the Customer base and
has also made significant progress in stringent specialty
applications. Your Company was able to increase the
volume during the year. Your company will embark upon
identification of downstream VAPs in the future to reduce
its over dependence on the traditional markets which are
getting increasingly competitive.

SULPHURIC ACID

Your company continued its robust performance in
Sulphuric Acid due to the concerted & continuous efforts
made to improve the productivity and overall operational
efficiencies.

EXPORTS

Export turnover had increased by 73% to ' 30.84 Crores
against ' 17.82 Crores in the previous year. Your Company
endeavors continuously to improve export performance
by expanding the customer base in the current market
and penetrating to new markets.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3)(m) of The
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as Annexure - A to
the Annual Report.

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

Your Company has not provided any loan(s), guarantee(s)
to any person or body corporate and has not made any
investment(s) during the year under Section 186 of the
Companies Act, 2013.

PUBLIC DEPOSITS

The Company did not accept any deposits from the public
within the meaning of Chapter V of the Companies Act,
2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions entered during FY 2024¬
25 were on arm’s length basis and in the ordinary course
of business and were reviewed and approved by the
Audit Committee. Prior omnibus approval of the Audit
Committee was obtained for the transactions which are
foreseen and are repetitive in nature and entered in the
ordinary course of business and on an arm’s length basis.
A statement giving details of all related party transactions
entered pursuant to the omnibus approval so granted is
placed before the Audit Committee on a quarterly basis
for its review.

During the year under review, there were no contracts
or arrangements with related parties or material related
party transactions were entered into pursuant to Section
188(1) of the Companies Act, 2013 read with the relevant
rule which may have a potential conflict with the interest
of the Company at large. The disclosure of related party
transactions. as required under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is Annexed as
Annexure - B.

In terms of Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to the
stock exchanges on a half-yearly basis.

The details of the transactions with related parties are
provided in the accompanying Financial Statements.
Related party transactions as required under the Indian
Accounting Standards are disclosed in Notes to the
financial statements of the Company for the financial
year ended March 31, 2025. The Policy on Related Party
Transaction is available on the Company’s website at
https://www.tanfac.com/policy.php

None of the Directors had any pecuniary relationship or
transactions with the Company except the payments
made to them in the form of remuneration, sitting fee, and
reimbursement of expenses, if any.

AUDITORS & AUDITORS' REPORT
Statutory Auditors

In terms of the provisions of Section 139 of the Act and the
Companies (Audit and Auditors) Rules, 2014, M/s. Singhi
& Co., Chartered Accountants, Kolkata (Firm Registration
No.302049E) was appointed as Statutory Auditors of the
Company for a first term of five years from the conclusion
of the 47^th Annual General Meeting held on 28^th September,
2021 up to the conclusion of the 52^nd Annual General
Meeting to be held in the Financial Year 2026-27.

As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have
confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered
Accountants of India.

The Report given by the Auditors on the financial
statements of the Company forms part of the Annual
Report. There were no qualifications, reservations or
adverse remarks made by the Auditors in their report
and no fraud was reported under Section 143(12) of the
Companies Act, 2013.

Cost Auditor

The Board of Directors of the Company had, on the
recommendation of the Audit Committee, approved the
appointment of Mr. N. Krishna Kumar, Cost Accountant,
Cuddalore (Membership No.27885) for conducting the
audit of cost records of the Company pertaining to
Inorganic and Organic products manufactured by the
Company covered under Central Excise Tariff Heading

Chapter Nos. 28 and 29 respectively in compliance with
the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors at their meeting held on April

28, 2025, have appointed Mr. N. Krishnakumar, Cost
Accountant as cost auditor for the Financial Year 2025¬
26 and necessary returns has been filed with Ministry of
Corporate Affairs.

The Cost Audit Report for the financial year 2024-25
due to be filed with Ministry of Corporate Affairs (MCA)
had been filed within the due date and there were no
qualifications, observations or adverse remarks made by
the Cost Auditor in his report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended,
the Company has appointed Ms. Kalyani Srinivasan,
Practicing Company Secretaries to undertake the
Company’s secretarial audit for financial year 2024¬
25. The report of the Secretarial Auditor in Form MR-3
for the financial year ended March 31, 2025 is attached
to this Report as Annexure - C. The Secretarial Audit
Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Pursuant to the recommendations of the Audit Committee
and confirmed by the Board, Ms. Kalyani Srinivasan,
PracticingCompany Secretary, is proposed to beappointed
as the Secretarial Auditors of the Company to hold office
for a term of five consecutive years from the conclusion
of ensuing 51^st Annual General Meeting ('AGM’) till the
conclusion of 56^th Annual General Meeting of the Company
to be held in the Year 2030, subject to the approval of
shareholders as per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with
Section 204 of the Act and Rules thereunder.

The Company doesn’t have any subsidiary company.
Hence, the requirement to annex the Secretarial Audit
Report of the material subsidiary along with this report in
terms of Regulation 24A of the Listing Regulations is not
applicable.

SHARE CAPITAL

The paid-up share capital as on March 31, 2025 stood at
' 9,97,50,000/- consisting of 99,75,000 equity shares at
the face value of ' 10/- each.

NUMBER OF MEETING OF THE BOARD

The Board met Seven times during the year ended March
31, 2025 which were held on 22.04.2024, 17.05.2024,

06.06.2024, 19.07.2024, 23.10.2024, 24.01.2025 and

07.02.2025.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Appointment:

The Board of Director through circular resolution on March

29, 2025 appointed Dr. R. K. Tyagi (DIN:01509031) and
Mr. Amreek Singh Sandhu (DIN:08064880) as Independent

Directors of the Company for a term of five years w.e.f.
April 1, 2025 to March 31, 2030 and the members of the
Company has approved their appointment through
Special Resolution on June 10, 2025. Further, the Board
appointed Dr. M. Anuradha Reddy as Independent Director
of the Company for a term of five years w.e.f. May 28, 2025
to May 27, 2030.

Cessation:

Mr. K. Sendhil Naathan (DIN:08064880) Managing Director
was re-appointed as the Managing Director of the
Company for a term of six months from February 27, 2025
to August 26, 2025. He, ceased to become the Managing
Director of the Company from April 18, 2025 due to his
demise. The Board placed on record the valuable services
rendered by late Mr. K. Sendhil Naathan during his tenure
with the Company.

Mrs. R. Rajalakshmi (DIN:01985132), Mr. V. T Moorthy
(DIN:00007648), Mr. M. R. Sivaraman (DIN:00020075),
Dr. Shankar Narasimhan (DIN:01484214), Independent
Directors ceased to be Independent Directors of the
Company w.e.f. March 24, 2025 and March 31, 2025 on
completion of their term as Independent Directors of
the Company. The Board had placed on record their
appreciation for the contributions made by them during
their tenure with the Company.

Retirement by rotation:

In terms of Section 152 (6) of the Companies Act, 2013,
Mr. Afzal Harunbhai Malkani (DIN: 07194226) retires
by rotation and being eligible offers himself for re¬
appointment.

Changes in Key Managerial Personnel:

Mr. Hemango Gupta, Chief Operating Officer has been
appointed as the Chief Executive Officer of the Company
w.e.f. July 16, 2025.

Ms. Mirudula Dhoot resigned from the position of
Company Secretary & Compliance Officer w.e.f. January
30, 2025 and the Board has appointed Mr. Vinod Kumar.S
as Company Secretary & Compliance Officer w.e.f.
January 31, 2025.

INDEPENDENT DIRECTORS AND THEIR
DECLARATION

All the Independent Directors of the Company have
furnished necessary declaration in terms of Section
149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are independent
of the Management. In terms of Regulation 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, they have confirmed that they are
not aware of any circumstance or situation which exist
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgement and without any
external influence. The Board of Directors of the Company
has taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.

The Board is of the opinion that all Independent Directors
of the Company uphold highest standards of integrity
and possess requisite expertise and experience required
to meet their duties as Independent Directors. The
Independent Directors of the Company have confirmed
that they have enrolled themselves in the Independent
Directors Databank maintained with the Indian Institute
of Corporate Affairs ('IICA’) in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the
Directors confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards (IND AS) 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 as at March 31,2025 and of the profit 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 the Companies
Act, 2013 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;

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;

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.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of the Board, its committees
and of individual directors in the format (questionnaire)
prescribed by the Nomination and Remuneration
Committee of the Company.

The structured questionnaire covers various aspects
of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance etc.

The performance evaluation of the Directors (without
participation of the relevant Director) was carried out
by the entire Board. The Directors expressed their
satisfaction with the evaluation process.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors of the Company met during
the year to review the performance of Non- Independent
Directors and the Board as a whole, reviewed the
performance of the Chairperson of the Company and
assessed the quality, quantity and timeliness of flow of
information between the company management and the
Board without the presence of the Non-Independent
Directors and members of the Management.

During the year under review, Independent Directors had
a separate meeting on February 28, 2025, in compliance
with the provisions of the Act, 2013 and Regulation 25(3)
of the SEBI Listing Regulations. All the Independent
Directors were present at the meeting.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management
Committee defined its roles and responsibilities and laid
down the procedure to assess the risk and minimization
procedures. The Risk Management includes identifying
typesofrisksanditsassessment, riskhandling&monitoring
and reporting. The Board through its Audit Committee
shall also be responsible for framing, implementing and
monitoring the risk management plan for the company.
The details of identified risk and mitigation plan would be
reviewed by the Committee every quarter and forwarded
with their recommendation, if any to the Audit Committee/
Board for its review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Sections 177(9) and (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has a Vigil Mechanism through a
Whistle Blower Policy. The details about the whistle blower
policy are provided in the Annual Report Disclosures under
Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.The Vigil Mechanism is hosted at https://www.tanfac.
com/policy.php

BOARD COMMITTEES

Presently, the Board has five Committees, viz.,
Audit Committee, Nomination and Remuneration
Committee, Stakeholders’ Relationship Committee, Risk
Management Committee and CSR Committee comprising
of the required combination of Non-Independent and
Independent Directors. For further details, please refer
to the Report on Corporate Governance section of the
Annual Report.

ANNUALRETURN

Annual Return as required under Section 92(3), copy of
Annual Return is placed on the Company’s website. The
web link to access the annual return is https://www.tanfac.
com/annual.php

INTERNAL FINANCIAL CONTROL (IFC)

The Internal Financial control (IFC) stipulates a process
designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles.

The observations by the Internal Auditors and corrective
actions thereon are presented at the Audit Committee
which also oversees and evaluates the IFC periodically.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of Listing Regulations, a Report
on Corporate Governance is attached as Annexure - D of
this Directors Report.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

The disclosure with respect to remuneration as required
under Section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is appended as
Annexure - E to this report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available for inspection in electronic mode.
Any Member interested in obtaining a copy of the same
may write to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Act, read
with CSR Rules, the Company has constituted Corporate
Social Responsibility Committee and based upon the
recommendation of the CSR committee the Board of
Directors have approved CSR Policy. Disclosure under
Companies (Corporate social responsibility policy) rules,
2014 is annexed as Annexure - F to this report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has prepared the Business
Responsibility and Sustainability Report in line with
the business principles as provided in the Business
Responsibility Policy adopted by the Company. The
Business Responsibility and Sustainability Report is
enclosed as Annexure - G to this Report and the same is
also available on the website of the Company.

REMUNERATION POLICY

On the recommendation of the Nomination and
Remuneration Committee, the Board has framed a
policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration
Policy is available on the Company’s website at https://
www.tanfac.com/policy.php

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout
the year. The whole-hearted support of employees in the

implementation of ISO-9001 systems, ISO 14001, ISO 45001
in energy contribution initiatives and amply demonstrates
the high level of teamwork, sense of belonging to the
organization, and solidarity with the Management.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THECOMPANY

There have been no material changes and commitments, if
any, affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of the report.

SAFETY, HEALTH AND ENVIRONMENTAL
MANAGEMENT SYSTEM (SHEMS)

Your company remains steadfast in upholding a robust
Safety, Health and Environmental Management System
(SHEMS) as part of its Integrated Management System
(IMS), certified by Intertek Certification Limited, UK. The
IMS encompasses the following international standards:

• ISO 9001:2015 - Quality Management System

• ISO 14001:2015 - Environmental Management System

• ISO 45001:2018 - Occupational Health and Safety
Management System

Given the company’s coastal location and the nature
of operations within a chemical complex, significant
investments have been made in risk mitigation and
process safety improvements. Notable initiatives include:

Key Safety Enhancements

1. Risk Assessment & QRA Study: Comprehensive risk
assessment and Quantitative Risk Assessment
(QRA) for the new HF2 Plant were completed, and
all recommended safety measures have been fully
implemented.

2. Noise Reduction Measures: Advanced low-noise
screw blowers have been installed in the Sulphuric
Acid Plants, significantly reducing operational noise
levels.

3. Height Work Safety: Risks associated with working
at height have been mitigated by installing lifeline
systems, constructing new platforms, and replacing
corroded structures.

4. Diesel Tank Farm: Lifeline arrangements have been
installed to enhance fall protection.

5. FO Tank Farm: A portable tanker lorry approaching
platform has been installed, improving operational
safety and accessibility.

The company strictly adheres to international safety
procedures and maintains a robust Permit-to-Work
System. Comprehensive safety visuals, pictorials, and
signboards have been deployed across all operational
areas. Routine safety audits and risk assessments are
conducted to proactively identify and address potential
hazards.

Board Oversight & Engagement:

Safety performance is regularly reviewed by the Board of
Directors through periodic site visits and performance
evaluations, reinforcing top-level commitment.

Emergency Preparedness:

The company conducts regular onsite mock drills
in collaboration with local government authorities,
neighbouring industries, and customers to ensure
emergency readiness.

Training & Recognition:

Ongoing safety and sustainability training programs are
delivered to both employees and contract workers. Those
demonstrating exceptional contributions to sustainable
development are duly recognized and rewarded.

Environmental Stewardship

In alignment with the Tamil Nadu Government’s Vision
2023 - “Green Tamil Nadu Mission” the company has
significantly expanded its green belt development, both
within and surrounding the factory premises, reinforcing
its commitment to environmental protection and
biodiversity.

SUSTAINABILITY

Sustainability is embedded as a core element of the
company’s business and strategy. Recognizing that the
chemical industry is a significant emitter of greenhouse
gases (GHGs), your company prioritizes energy savings
and the reduction of GHG emissions from plant operations.

This is being accomplished through:

• Increased investments in more efficient technologies.

• Reduced energy consumption.

• Adoption of alternative energy sources to minimize
overall GHG emissions.

Through ongoing efforts in Environmental, Health & Safety
aspects, the company continuously tracks and reports
on progress, performance, and best practices related to
environment, social, and governance (ESG) concerns.
These efforts are part of the company’s long-term
sustainability roadmap.

OTHER DISCLOSURES

1. There has been no change in the nature of business
of the Company during the year under review.

2. The Company doesn’t have any subsidiaries, joint
venture or associate companies.

3. There was no amount proposed to be transferred to
the Reserves;

4. There are no amounts due and outstanding to be
credited to Investor Education and Protection Fund
as on March 31, 2025.

5. The Company maintains cost records as per
Companies (Cost Records and Audit) Rules, 2014.

6. The Board confirms the compliance with the
provisions of the Secretarial Standards notified
by the Institute of Company Secretaries of India,
New Delhi.

7. There were no applications made or any proceedings
pending under the Insolvency and Bankruptcy
Code, 2016.

8. There was no instance of any one-time settlement or
any requirement of a valuation for any loan from the
banks or financial institutions during the year.

9. The Statutory Auditors, Internal Auditors and the
Secretarial Auditors have not reported any incident of
fraud to the Audit Committee during the year under
review.

10. The Company is prompt in making the payment of
interest and repayment of loans to the financial
institutions/banks.

11. There were no significant or material orders passed
by the regulators or courts or tribunals which could
impact the going concern status of the Company and
its future operations;

12. The provisions of Section 197 (14) of the Companies
Act, 2013, is not applicable to the Company.

13. As per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has constituted
an Internal Complaints Committee. During the
year 2024-25, no complaint was received by the
Committee. As such, there are no complaints pending
as at the end of the financial year March 31, 2025.

MANAGEMENT POLICY

At TANFAC Industries Limited, we are dedicated to the
continual improvement of our Management Systems,
which impact quality, cost, and delivery while minimizing
environmental impact. We are committed to preventing
pollution, complying with customer and stakeholder
requirements, and upholding public responsibilities.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its
sincere appreciation to the customers, suppliers, business
partners and shareholders for their support. The Directors
would like to thank the Bankers and financial Institutions
as well. The Directors would take this opportunity to
appreciate and sincerely acknowledge the dedication and
hard work of the employees for the growth of the Company.