Tanfac Industries Ltd

To The Members,

Your directors are pleased to present the report on the Company's business operations together with the audited Statement of Accounts for the financial year ended March 31, 2024, for your review.

FINANCIAL RESULTS:

[Rs in Crores]

PERFORMANCE:

During the year under review, the Company had registered EBIDTA of ' 77.8 Crores and Net Profit of ' 52.5 Crores on the back of strong performance of its key products Hydrofluoric Acid, Sulphuric Acid and Speciality Fluorine Chemicals supported by significant improvements in operation.

Earnings before Depreciation, Finance Cost and Taxation had decreased by 9% at 77.8 Crores during the year, compared to 82.7 Crores in the corresponding period of the previous year.

Total comprehensive Income for the year was higher at 52.7 crores during the year against 56.1 crores during previous year.

Detailed analysis of performance of the Company is provided under Management Discussion and Analysis (MD & A) which forms part of the Annual Report.

DIVIDEND:

The Board of Directors have recommended dividend at the rate of 70%, ' 7.00/- (Rupees Seven only) per equity share of ' 10/- each, for the financial year ended March 31, 2024. Dividend, if approved by the Members at this Annual General Meeting to be held on 27^th September, 2024, will be paid on or before 25^th October 2024 to those Members whose names appear in the Company's Register of Members as of the close of business hours on 20^th September 2024.

Your Company paid the dividend for the year 2022-23 at the rate of @ 65%, ' 6.50/- (Rupees Six and Fifty paise only) per equity share of ' 10/- each, on 7^th October 2023 to the shareholders whose names appeared in the Register of Members on 20^th September 2023.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, the Company had transferred the Dividend amount for the year 2022-23 to the respective shares which were already been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

As briefed under Management Discussion and Analysis section, the ongoing initiatives taken by the Company during the past few years have helped in continuous improvements in the operations of the Company across all spheres. With the expected commissioning of the new Hydro Fluoric Plant during the second half of the financial year 2024-25, your Company is poised to further growth in the coming years.

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.

ALUMINIUM FLUORIDE:

Your Company continues with its strategy of reduced focus on Aluminum Fluoride due to its lower contribution. However, your Company will continue to serve its long-term customers while keeping an eye on the overall bottom-line.

HYDROFLUORIC ACID (HF) & VALUE- ADDED PRODUCTS (VAPS):

Your Company continues to widen the Customer base and has also made significant progress in stringent speciality applications. Your Company was able to increase the volume during the year. The expanded capacity of 14,850 MT is expected to be commissioned during October-24. 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 decreased by 4% to ' 17.82 Crores against ' 18.63 crores in the previous year due to higher demand from the domestic customers. Your Company endeavors continuously to improve export performance by expanding the customer base in the current market and penetrating to new markets.

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

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.

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 has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013, during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Company's website www. tanfac.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

During the financial year, the transactions with related parties were entered on an arm's length basis and in the ordinary course of business. There were no ‘material' contracts or arrangements or transactions, and therefore disclosure in form AOC-2 is not required.

The Company has obtained necessary prior omnibus approval of Audit Committee and the Board pertaining to Related Party Transactions which were in the ordinary course of business and on an arm's length basis. All such transactions which are foreseen and repetitive in nature and/or entered in the Ordinary Course of Business and are at Arm's Length are placed before the Audit Committee on a quarterly basis for its review and approval.

AUDITORS & AUDITORS' REPORT:

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) were 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.

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.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance Certificate on Corporate Governance given by the Statutory Auditors, viz., M/s. Singhi & Co., is forming part of the Annual Report.

COST AUDITOR:

The Board of Directors of the Company had, on the recommendation of the Audit Committee, approved the appointment of Shri 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 22^nd April 2024, have appointed Shri N. Krishnakumar, Cost Accountant as cost auditor for the Financial Year 2024-25 and necessary filing has been made with the Central Government.

The Cost Audit Report for the financial year 2023-24 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:

The Board, in their meeting held on 23^rd January 2024, had appointed Ms. Kalyani Srinivasan (Practicing Company Secretary, Chennai (C.P. No. 3109 & FCS No.5854) to conduct Secretarial Audit for the Financial Year 2023-24, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India.

The Secretarial Audit Report as required under Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished under Annexure - C, does not contain any qualification, reservation or adverse remark.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR:

There are no significant and material orders passed by the Regulators/Courts that would impact the

going concern status of the Company and its future operations.

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 NonIndependent 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.

RISK MANAGEMENT POLICY:

The Company has internally constituted a Risk Management Committee to define its roles and responsibilities and laid down the procedure to assess the risk and minimization procedures. The Risk Management includes identifying types of risks and its assessment, risk handling & 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.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report.

Your Company continues to be a top 1000 Company based on the market capitalization of BSE as on March 31, 2024. To comply with the listing requirement for the top 1,000 companies, the Board had constituted Risk Management Committee. The details of the members of the Committee have been given elsewhere in the report.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed entities. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements and are available on the Company's official website viz., www. tanfac.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Mariam Pallavi Baldev (DIN: 09281201), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

During the last AGM held on 27^th September 2023, shareholders have approved the reappointment of Mr. K. Sendhil Naathan, (DIN: 08850046) as Managing Director for a period of eighteen months from 27^th August 2023.

In terms of the provisions of Section 203 of the Act, Mr. K. Sendhil Naathan, Managing Director, Mr. N.R. Ravichandran, Chief Financial Officer and Ms. Mridula Dhoot, Company Secretary are the Key Managerial Personnel of your Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have given their certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. The details of the training and familiarization programs and the Annual Board Evaluation process for Directors have been provided in the Corporate Governance Report.

The terms and conditions of appointment of Independents Directors, in line with the provisions of Schedule IV of the Companies Act, 2013 are available on the Company's official website link viz., http:// www.tanfac.com/documents/who appointment independent directors.pdf

All Independent Directors of your Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION:

The evaluation of Board of Directors and the Board, as required under Section 149(8) of The Companies Act, 2013, read with Schedule IV under Chapter VIII were done through selected parameters related to their roles, responsibilities and obligations of the Board and functioning of the Committee.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the key function of the Board of Directors includes:

• To review and guide Corporate Strategy, major Plan of Action, Risk Policy, Annual Budgets & Business Plans, setting Performance Objectives.

• Monitoring the effectiveness of the Company's governance practices.

• Ensuring the integrity of the Company's Accounting and Financial Reporting Systems, including the Independent Audit.

• To provide strategic guidance.

• To maintain high ethical standards in the interest of the stakeholders.

• To exercise objective independent judgement on corporate affairs.

>Accordingly, the performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Similar evaluation was carried out by the Committee of the Board of Directors after seeking their inputs.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023 - 24, the Board met five times and further details are provided in the Report on Corporate Governance that forms part of this Annual Report.

The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.

BOARD COMMITTEES:

Presently, the Board has four Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship 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.

Your Company continues to be among top 1000 Company based on the market capitalization of BSE as on March 31, 2024. To comply with the listing requirement for top 1,000 Company, the Board had constituted Risk Management Committee consisting of following Directors and Senior management.

1. Mr. Afzal Malkani, Chairperson of the Committee

2. Mr. M.R. Sivaraman

3. Mr. V.T. Moorthy

5. Mr. K. Sendhil Naathan

6. Mr. N.R. Ravichandran, Chief Financial Officer

Chief Financial Officer will act as the Chief Risk Officer (CRO) and convener of the Committee.

ANNUAL RETURN:

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.

The Directors Responsibility Statement required under Section 134(5) of the Companies Act, 2013, are available elsewhere in the Directors' Report.

CORPORATE GOVERNANCE:

Your Company is strongly committed towards its philosophy of Corporate Governance. The Corporate Governance Report, along with the Auditors certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Listing Agreement is forming part of the Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company, in terms of Regulation 17(8) as specified in Part B of Schedule II read with SEBI (LODR) Regulations, 2015, confirming the correctness of the Financial Statements, adequacy of the Internal Control measures and reporting of matters to the Audit Committee, is annexed.

Your directors are pleased to report that the Company has fully complied with the SEBI guidelines and Corporate Governance as on Financial Year ended March 31, 2024 and will continue to comply with the same.

LISTING WITH STOCK EXCHANGES:

The Company is listed in The Bombay Stock Exchange of India Limited (BSE) and the Stock Code is 506854 & ISIN INE639B01015. The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE where the Company's Shares are listed.

INSURANCE:

The Company's properties, Fixed Assets (including Building, Plant and Machinery & other insurable assets) and Currents Assets (including stock of Raw Materials, Finished Goods, Stores and Spares etc.,) are adequately insured.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Listing Agreement, the Management's Discussion and Analysis Report (MD & A) for the year under review has been made & forming part of the Annual Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Particulars pursuant to Section 197(12) and the relevant Rules:

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company, is as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Apart from remuneration to the Managing Director as per terms of appointment approved by the members, except for sitting fees for attending meetings of the Board & Board Committees, no other remuneration is being paid to other directors. For this purpose, Sitting fees paid to the Directors have not been considered as Remuneration.

b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the financial year 2023-24 and Ratio of remuneration of Director to the medium remuneration of the employees of the Company for the financial year is as under:

*Part of the year

c. The percentage increase in the median remuneration of employees in the financial year was 13%:

During the Financial year 2023-24, there was an increase of 11% over the previous financial year, in the Median remuneration of the employees. The calculation of percentage increase in the Median remuneration is based on comparable employees.

d. The number of permanent employees on the rolls of Company:

There were 143 permanent employees on the rolls of the Company as on 31^st March,2024 (131 no. of permanent employees as on March 31, 2023).

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase for Managing Director, Chief Financial Officer and the Company Secretary was at 10% compared to 13% increase considered for other Non-Managerial Personnel.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to employees is as per the Group HR Policy duly adopted by the Company through its Nomination and Remuneration Committee.

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.

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.

RESEARCH AND DEVELOPMENT (R&D):

Your Company has made significant strides in Research & Development, with the following key initiatives:

• The Company is in the advanced stages of modernizing its R&D and Pilot Plant facilities.

• R&D efforts are focused on developing processes for Fluorinated Specialties through AHF Fluorination.

• R&D Engineers successfully installed a backpressure turbine to harness waste energy in the PRDC.

• Innovative and reliable Heat Exchanger designs for the DHF process were developed, along with improvements to the AHF scrubber for enhanced efficiency.

• The team has continuously worked on improving the productivity of Sulphuric Acid production.

• Waste heat has been utilized to distil AHF, leading to reduction in steam consumption.

• Consistent out-of-the-box thinking by engineers has resulted in year-over-year (YOY) reduction in average power and fuel costs.

• Your Company has implemented IoT and Energy Management Systems across various plant locations and operations.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION (SHE):

Your Company remains committed to maintaining a robust Safety, Health, and Environmental Management System. The Company operates under an Integrated Management System (IMS) certified by Intertek Certification Limited, UK, encompassing ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), and ISO 45001:2018 (Occupational Health and Safety Management Systems).

Given the Company's coastal location and chemical complex, significant investments have been made to enhance building stability, replace pipelines through predictive maintenance, revamp cable trays and pipe racks, and replace MCC panels with the latest LOTO (Lockout/Tagout) features.

Key safety enhancements include:

• Introducing remote-operated valves in the AHF storage tank farm.

• Installing PLC systems in batch-operated plants.

• Implementing automatic stop valves and online respiratory systems in filling areas.

• SHE and Operations Teams, in light of various process improvements and energy-saving measures, have revised the P&ID of all plants and conducted a HAZOP (Hazard and Operability) Study.

Further, double-armored pipes have been introduced in acid transfer lines to replace standard pipelines. The Company follows safety procedures and a permit-to-work system in line with international standards and practices.

Stringent safety and environmental protection measures are enforced, as mandated by the Board. Safety visuals, pictorials, and signboards have been implemented across all plant areas. Regular safety audits and risk assessments are conducted to monitor potential risks and ensure the implementation of countermeasures. Your directors also periodically visit the plant and review the safety performance.

Additionally, the Company conducts onsite mock drills, coordinating with local government authorities, nearby companies, and customers. Continuous training and retraining are provided on safety and sustainability, with employees and

contract workers who contribute to sustainable development being rewarded.

In alignment with Tamil Nadu Government's Vision 2023 "Green Tamil Nadu Mission," your Company has expanded its green belt coverage both inside and outside the factory premises.

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.

Your Company has prepared the Business Responsibility and Sustainability Report (BRSR) for FY-24 in accordance with the National Guidelines on Responsible Business Conduct (NGRBC) and the United Nations Guiding Principles on Business & Human Rights (UNGPs). The report is annexed as Annexure-D to this report.

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.

SUSTAINABLE DEVELOPMENT - COMMUNITY DEVELOPMENT INITIATIVES - CORPORATE SOCIAL RESPONSIBILITY (CSR):

CSR is a continuing commitment by business to behave ethically and contribute to economic development of the local community and society at large. Creating value for the society is one of the major initiatives of CSR.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a

Corporate Social Responsibility ("CSR") Committee chaired by Mr. V.T. Moorthy, Independent Director. Other Members of the CSR Committee are Mr. M.R.Sivaraman, IAS Retd., Independent Director, Mrs. R. Rajalakshmi, Independent Director, Mr.R. Karthikeyan, Non-Executive and Non-Independent Director (upto 28^th March 2024) and Mr. Afzal Harunbhai Malkani, Non-Executive Director (with effect from 21^st April 2023).

Your Company also has in place a CSR Policy which is available at: TANFAC-CSR-Policy.pdf.

Your Company's CSR activities are focused on Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Healthcare and Education. Various activities across these segments have been initiated during the year around the plant location, neighboring villages around Cuddalore and Cuddalore District.

Focused areas are Education, Health, Sustainable Livelihood, Infrastructure development and social empowerment. All our CSR activities are carried out under the support and guidelines of Aditya Birla Centre for Community Initiatives and Rural Development. Your Company is carrying out its community welfare activities in and around Cuddalore for more than a decade to underserved communities.

Your Company motivates and encourages its employees to actively participate in the various community development and CSR activities.

During the year ' 117.88 lakhs was spent on CSR activities which is more than the obligation of 2% of the average net profits of the last 3 financial years. A detailed report on CSR initiatives is annexed as Annexure-C to this report.

OTHER DISCLOSURES:

• No Material changes and Commitments affected the financial position of your Company between the end of the financial year and the date of this Report.

• Your Company has not issued any shares with differential voting rights.

• There was no revision in the financial statements.

• There has been no change in the nature of business of your Company. ^•

• Your Company has not issued any sweat equity shares.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act. During the year under review your Company did not receive any complaint of sexual harassment.

HUMAN RESOURCES DEVELOPMENT:

Human resources play a significant role in your Company's growth strategy. Your Company believes that its knowledge capital will drive growth and profitability. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Your Company's Employee Engagement Score reflects high engagement and pride in being part of the organization.

Corporate Human Resources plays a critical role in your Company's talent management process. Initiatives like robust talent reviews, career development conversations and best-in-class development opportunities will help enhance the employee experience at your Company.

Your Company is engaged in a constructive relationship with employees with an emphasis on productivity and efficiency and underlining safe working practices. As on March 31, 2024, your Company's employee strength was 142 employees (previous year 131 employees).

CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion and Analysis describing your Company's objectives, projections, estimates, expectations or predictions and plans 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 could make a difference to your Company's operations include global and Indian demand- supply conditions, sales realizations, feed stock prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business, geopolitical tensions, risks related to an economic downturn or recession in India, the ongoing efforts

of the government and other factors. Your Company is not obliged to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events, or otherwise

ACKNOWLEDGEMENT:

Your directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks, Government authorities, customers, vendors and members during the year under review.

On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services by the entire TAN FAC family, comprising officers, staff and workers.

Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.