Reliable

partnerships

Responsible
actions

Ready to
accelerate

Annual Report 2023-24

For over five decades, we, at
Thirumalai Chemicals Limited
(TCL), continue to cultivate
an illustrious legacy of reliable
partnerships, establishing our
Company as the premier supplier
in the chemical manufacturing
landscape. With best-in-class
manufacturing prowess at our Our industry-suited portfolio enables us to
deliver essential chemicals, including Phthalic
disposal, we cement our reputation Anhydride, Fumaric Acid and Malic acid, along
with a diverse array of fine chemical derivatives.
for excellence and reliability. Trusted by leading chemical firms both
domestically and internationally, we embody
the essence of quality in the global chemical
landscape.

Proactive and agile, we keep our pace to

Reliable partnerships
constantly evolve and meet the strategic
demands of our business, industry, society, and
environment. We are defined by our responsible

Responsible actions
actions that guide us to strive and build a
sustainable future.

Ready to accelerate
Driven by our team’s progressive mindset,
empowered by our products that enhance
various downstream industries, and
emboldened by our capabilities that cater to
evolving demands, we continue to script a story
of sustainable growth. This journey symbolises
our commitment to responsible stewardship
and our pursuit of a brighter, more sustainable
future. With determination and focus, we are
ready to accelerate, creating sustainable value
for all stakeholders.
2 | Thirumalai Chemicals Limited
Corporate Overview Annual Report 2023-24 | 3

We, at Thirumalai
Chemicals Limited
(Here on referred to as
Thirumalai Chemicals or
TCL), perceive science
as a holistic journey –
much more than abstract
concepts and mere
aspirations. For us, it is the
catalyst for transforming
innovation into tangible
achievements, that impact
lives for the better.

Our
Identity
4 | Thirumalai Chemicals Limited

Corporate Identity
Innovative chemistry.
Key facts
Sustainable growth. about us
By leveraging the power of science, Leading
we seek to energise our customers' Producer of Phthalic
products, enabling them to achieve their Anhydride
sustainability and quality objectives.
We harness the power of innovative
chemistry to unlock new possibilities 50
and open a multitude of directions for Years of legacy
sustainable growth.

We have emerged as a renowned

and reliable player in the
All our products are certified,
ensuring compliance with
2
chemical manufacturing industry, the highest health and safety Manufacturing facilities
distinguished for our commitment to standards. Concurrently, we uphold
quality, innovation, and sustainability. integrity, well-being, and safety of
As one of the leading producers of our employees and stakeholders as
industrial and specialty chemicals,
we started our journey by focussing
on manufacturing Phthalic Anhydride
fundamental values. Together, we
are devoted to being responsible
contributors to the communities
8+
before expanding our portfolio where we operate, actively
Products
to encompass Maleic Anhydride, engaging with and positively
Fumaric Acid, Malic Acid, and various impacting them.

350+
other fine chemicals and derivatives.
With a longstanding legacy and Integrity forms the cornerstone of
a worldwide footprint spanning our business ethos, demonstrated
numerous decades, we continue to through our actions and Customers
deliver on our commitment to cater transparent relationships with
to a broad spectrum of industries. customers, partners, investors, and

600+
employees.
We take pride in crafting products
that enrich people's daily lives. Our
extensive range of offerings serve a Workforce
wide gamut of industries including
plastics, paints, food, cosmetics,
and pharmaceuticals. Leveraging

60+
best-in-class production facilities,
we ensure prompt delivery and
efficient logistics, earning acclaim for
excellence and dependability. Countries to
which we export
 Corporate Overview Annual Report 2023-24 | 5

Our Group at a glance

Synergistic relationships with our group companies exemplify our commitment to integrated growth and
shared success. These collaborations foster a culture of cooperation, maximising opportunities for collective
advancement in all our endeavours.

Optimistic
Organic e TCL Inc
a por TC USA
Sdn Bhd (OOSB) ng LG
Si l
Malaysia
)

ob
PL

al
I
(C

BV
Cheminvest Pte

N
e t h e rl a n d s
Thirumalai
Chemicals Ltd (TCL)
India
Lapiz TCL
TC

ia
In d
In
L

Europe te Specialties LLC

rm
edi it ed
UK a t e s P riv a t e L i m USA

Ranipet, Tamil Nadu

6 | Thirumalai Chemicals Limited

Corporate Identity
Our universe of key clients

Our quality
commitments

FSSC Certificate KOSHER Certificate

2021-24 2023-24

IMS Certificate HALAL Certificate

2021-24 2022-25

ISO 50001 QMS Certificate

Certificate 2021-25 2021-24

BIS certificate REACH compliance

Ranipet, Tamil Nadu

 Corporate Overview Annual Report 2023-24 | 7

Our global presence and expansion

Worldwide reach
We boast a significant
presence across all major
geographies, bolstered Global
by a global footprint that manufacturing
resonates with diverse We operate a world-
markets. North American class plant in Malaysia,
operations and are in the process
Through our office
of establishing a modern
in the US we cater to
facility in the USA. With
the expansive North
these moves, we are
American market,
scaling up our production
offering tailored solutions Strategic locations
capabilities to meet
and localised support. We leverage the
growing international
strategic position of the
demands.
representative office in the
EU to serve the markets
of the EU, UK, and Turkey,
facilitating seamless
operations and customer
engagement.

Africa Europe

13% Our region-wise

43%
export mix
North America Asia

25% 19%
8 | Thirumalai Chemicals Limited

Milestones
Continuous Journey.
Defining moments.
We continue to scale new heights 1944
at regular intervals. Along a journey, Started as a chemical
dotted with significant milestones, trading company
we persist to excel, innovate and
exceed expectations. Our growth
endeavours are complemented
by strategic expansion, guiding us
to chart a consistently upwards
trajectory. As a key player in the
chemical manufacturing sector, our
synergistic approach propels us
towards newer achievements.
1973
Founded TCL in
Ranipet, Tamil
Nadu, for Phthalic
Anhydride (PAn)
manufacturing
Corporate Overview Annual Report 2023-24 | 9

2021
Unveiled a
manufacturing facility
in Dahej, Gujarat

1995
Expanded TCL’s PAn
and Food Ingredients
capacities

2012
Acquired the Maleic
Anhydride plant in
Malaysia through its
subsidiary, Optimistic

1997 Organic Sdn Bhd

Initiated a butane-
based Maleic Anhydride
plant in Malaysia
10 | Thirumalai Chemicals Limited

Chairman’s Letter
A challenging time.
Moving ahead with confidence.

We have undertaken significant

strategic initiatives over the last two
years. We are embarking on a major
expansion in Gujarat—right at the
centre of our market and supply
sources. We are also making a
significant investment in the US in
petrochemicals and food ingredients.

Dear Shareholders, In the last year and a half, we have This has been an extended period
faced another major shock: the Ukraine of back-to-back crises and extreme
I present to you our annual report for war, which has caused severe inflation uncertainty, making business planning
FY 23-24. The year has been a period of in commodities and inputs. Interest extremely difficult. However, India has
great challenge, and our performance rates are very high, propelled by been a region of hope, and we can
as a company has been far below our inflation. Neither the war in Europe nor be thankful that it remains our major
expectations and plans. the more recent Middle East crisis show market. Investment, consumption, and
any sign of resolution. The logistics incomes are growing. Our present and
We have gone through over three years upset in the Red Sea affects Indian long-term prospects are extremely
of great volatility. The pandemic left industry and trading costs seriously; good. The smooth, peaceful completion
behind a trail of disruption: we handled the causes for these will not settle of the recent elections—a mammoth
that well, improved performance in down in the near future. We in TCL are exercise of democracy—is a cause
volumes and margins, and became lucky that exports to and imports from for great pride and confidence in our
a debt-free company 18 months ago the West are only a small part of our country and its people.
despite major capital investments in business.
2018 and 2019.
 Corporate Overview Annual Report 2023-24 | 11

We can expect growth to continue

on a sustained basis at 6.5 to 7.5%.
This augurs well for our company,
as our products are primary inputs We have set a robust target to reduce our
for construction, truck and train
infrastructure, households, electrical, Scope 1 and 2 greenhouse gas (GHG) emissions
and food and beverages—all with good by 25% by the year 2030. This commitment
and long-term prospects driven by our
young population and their improving signifies our dedication to mitigating the
aspirations and standards of living.
impacts of our operations on the environment
During this difficult period, we have and aligning with global efforts to limit global
seen clear proof of the resilience of
our company, built on foundations of
warming. Similarly, we have taken up efforts
world-scale capacity, best-in-breed to reduce our water consumption by a
technology, continuous improvement,
and outstanding management and
further 10% by 2030.
operating teams. This recent period has
been the worst we have seen in over
50 years in terms of margin pressures
and deeply adverse trading conditions.
We have used this opportunity to
We have set a robust target to reduce We hope to build on this platform with
aggressively improve efficiencies,
our Scope 1 and 2 greenhouse gas more capacity and more products in
maximise capacity utilisation, and drive
(GHG) emissions by 25% by the year the coming years.
down costs. These efforts will continue.
2030. This commitment signifies our
dedication to mitigating the impacts In this turbulent and difficult year, the
Despite the adverse trading situation,
of our operations on the environment dedicated and outstanding efforts of
we have managed to operate at high
and aligning with global efforts to limit our staff and management teams and
capacity and will now push beyond
global warming. Similarly, we have the support from our directors have
these boundaries of capacity and costs
taken up efforts to reduce our water been invaluable.
further. Improving operating reliability
and safety remains our constant effort. consumption by a further 10% by 2030.
I thank our shareholders, customers,
Our cash flows, even in this difficult
We have undertaken significant suppliers, bankers, government and
time, have been reasonable.
strategic initiatives over the last two local authorities, and the communities
years. We are embarking on a major we operate in for their confidence and
Our ESG commitments reflect
expansion in Gujarat—right at the centre support.
our dedication to environmental
stewardship and a more sustainable of our market and supply sources. We
are also making a significant investment MR. R. PARTHASARATHY
future. Already, our consumption of
in the US in petrochemicals and food Chairman
water and energy is extremely low. We
have been a Zero Liquid Discharge ingredients. The Gujarat expansion
company since 2006, the first in India. will start up during the current year,
Our greenhouse gas (GHG) emissions while the US plants will start operation
are correspondingly low. In spite of by early next year. The latter is within
this, we are now setting targets for a very advantageous cost location
ourselves to further improve on these and will help us serve the largest
through innovation, careful plant addressable markets globally—North
management, and improvements. America, Europe, and Latin America.
12 | Thirumalai Chemicals Limited

Key Performance Indicators

Progressing sustainably.
Maintaining prudence.
Standalone
Total Income EBIDTA and EBIDTA Margins Net Debt
(` in crores) (` in crores) (` in crores)

2,025 23%
1,892 255
220 18%
1,453 198 222

12% 11%
866 887 126
6% 96

FY24 FY22 FY21 FY20

FY24 FY23 FY22 FY21 FY20 FY24 FY23 FY22 FY21 FY20 (15) FY23
(59)
PBT and PBT Margins PAT and PAT Margins
(` in crores) (` in crores) (152)
(191)
205
152 14%
18%
156 14% 120 10% 118
154
8% 6%
7% 5%
48 36
60 41
2%
2%

FY24 FY23 FY22 FY21 FY20 FY24 FY23 FY22 FY21 FY20

Return on Equity Return on Capital Employed

(%) (%)

18 17
16 16

12
11
9
7
5
4

FY24 FY23 FY22 FY21 FY20 FY24 FY23 FY22 FY21 FY20
 Corporate Overview Annual Report 2023-24 | 13

Consolidated
Total Income EBIDTA and EBIDTA Margins Net Debt
(` in crores) (` in crores) (` in crores)

23%
2,162 530
2,102 2,010 21%
452

1,093 1,106 10% 228

9%

216
3% 99

70 FY23 FY22 FY21 FY20

FY24 FY23 FY22 FY21 FY20 FY24 FY23 FY22 FY21 FY20 FY24 (31) (30)

(146)
PBT and PBT Margins PAT and PAT Margins
(` in crores) (` in crores)

19% 14%

11% (440)
375 14% 281

157 118
6% 4%

129 3% 2%
90
23
FY24 38 FY24
(2)% FY23 FY22 FY21 FY20 (2)% FY23 FY22 FY21 FY20
(35) (39)

Return on Equity Return on Capital Employed

(%) (%)

28
26

19
16
15

8
5
4
FY24 0.4
FY23 FY22 FY21 FY20 FY24 FY23 FY22 FY21 FY20
(3)
14 | Thirumalai Chemicals Limited

We offer a diverse range of

high-quality products that
cater to various industries
and applications. Our state-
of-the-art manufacturing
facilities, equipped with best-
in-class technology, ensure
precision and efficiency
in every production
process. Driven by our
commitment to innovation,
we continuously explore
new advancements, refine
existing products, and
develop solutions that
exceed industry standards.

Our
business
enablers
Corporate Overview Annual Report 2023-24 | 15
16 | Thirumalai Chemicals Limited

Product Range
Relevant portfolio.
Robust readiness.
We boast a diverse product range, encompassing
industrial and specialty chemicals. We possess a unique
spectrum of offerings, ranging from foundational ones like
Phthalic Anhydride to advanced products such as Maleic
Anhydride, Fumaric Acid, Malic Acid, and various fine
chemicals and derivatives.
We stay committed to serve a wide array of industries
through our distinct portfolio. With a focus on quality,
innovation, and sustainability, we continuously strive to
expand and enhance our product offerings to meet the
evolving needs of our customers globally.

Indian dominance

SECOND-LARGEST
producer of Phthalic Anhydride in India

LARGEST
producer of Fumaric Acid in India
 Corporate Overview Annual Report 2023-24 | 17

Global prominence

WORLD’S LARGEST
Ranked among the world’s largest
producers of Phthalic Anhydride
LARGEST
Largest manufacturer of Maleic
Anhydride and Fumaric Acid
in Southeast Asia

Specialty chemicals
SOLE PRODUCER
Sole producer of Malic Acid 17%
in Southeast Asia

Revenue
DISTINCTIVE POSITION (category-wise)
Distinctive position in the esterification
products of Phthalic Anhydride and
Maleic Anhydride

Bulk commodity

83%
COMPETITIVE COST
Maintain Competitive Cost positions
across product lines
18 | Thirumalai Chemicals Limited

Product Range
Malic Acid

Raw material used Manufacturing location

Maleic anhydride Ranipet, India

Downstream industries catered

Foods, beverages, skincare products and Confectionery

Malic acid, an organic compound, lends grapes, peaches, pears, and plums, and • Serving as a flavor enhancer and
its sour and tart flavour to numerous particularly abundant in apples, derives acidulant in the food industry.
foods and beverages when blended its name from the Latin word for apples, • Being utilised within pharmaceuticals
with various acids, sugars, sweeteners, ‘malum’. It is an extensive application as a drug additive.
and flavours. It is also utilised in skin
and dental care products, as well as
such as Energy Drinks application,
toothpaste, and mouthwash.
• Assisting in alleviating pain and
tenderness in individuals with
technical applications like electroplating
fibromyalgia when combined with
and metal cleaning. In various industries, malic acid serves magnesium.
a multitude of purposes:
• In skincare, it aids in rejuvenation
Malic acid, naturally occurring in fruits
and vegetables such as apricots,
• Functioning as a chelating agent and improving skin conditions.
in metal cleaning and finishing
blackberries, blueberries, cherries,
processes.

Phthalic Anhydride

Raw material used Manufacturing location

O- Xylene Ranipet, India and Dahej, India

Downstream industries catered

Plasticisers, pigments, dyes, and resins

Phthalic anhydride (PA) is crucial for it is in high demand for pigments and inhibitors. With over four decades of
producing plasticisers, pigments, dyes, dyes, including phthalocyanine blue expertise under our belt, we stand as a
and resins, especially unsaturated and green. Additionally, PA is used in leading manufacturer of PA, providing
polyester resins (UPR) used in herbicides, insecticides, fire retardants, support to a multitude of industries.
fiberglass-reinforced plastics. In India, polyester polyols, and rubber scorch
 Corporate Overview Annual Report 2023-24 | 19

Fumaric Acid

Raw material used Manufacturing location

Maleic anhydride Ranipet, India

Downstream industries catered

APIs, Tortillas, bakery, animal feed, bath salts, unsaturated polyester,
alkyd resins, and printing inks

Fumaric acid, a white crystalline breads, refrigerated biscuit doughs, extensively caters to animal feed,
compound abundant in nature, plays fruit juice and nutraceutical drinks, aiding in digestion of swine. In industrial
a vital role in plant growth. It serves a gelatin desserts, gelling aids, pie fillings, applications, fumaric acid finds uses in
diverse range of purposes like: and wine. the production of unsaturated polyester
and alkyd resins, printing inks, and
As an acidity regulator, acidulent, curing Additionally, it serves as a food paper sizing. Moreover, it is employed
accelerant, and flavouring agent in additive to enhance flavour, act as a as an Active Pharmaceutical Ingredient
various food products such as wheat coagulant, preserve food, and provide in the pharmaceutical industry.
and corn tortillas, sourdough and rye acidity in leavening processes. It

Diethyl Phthalate

Raw material used Manufacturing location

Ethanol and Phthalic anhydride Ranipet, India

Downstream industries catered

Perfumes, cosmetics, Plasticizer for natural polymers

Diethyl phthalate (DEP) is a clear liquid— cosmetics and fragrances, found repellents, and various industrial
slightly denser than water—commonly in various formulations like bath applications, including solid rocket
used to enhance plastic flexibility. It is preparations, eye shadows, perfumes, propellants and food/pharmaceutical
also employed in polysulfide rubber among others. Additionally, DEP acts packaging.
to ease mixing for adhesives. With as a plasticiser in cellulose ester plastic
its solvency properties, DEP binds films, insecticide sprays, mosquito
20 | Thirumalai Chemicals Limited

Manufacturing Excellence
Expanding scale.
Broadening scope.
We are committed to generate operational efficiency
and create high-quality products that build lasting value.
We seamlessly blend the essence of unparalleled quality
with scalable growth, infusing every endeavour with
excellence. By deploying best-in-class manufacturing
facilities, and implementing rigorous quality control
protocols, we stay on the course of strategic expansion.
Our comprehensive distribution network, coupled with
our focus on optimising our supply chain dynamics,
enables us to deliver our products - safely and sustainably.
As we continue to evolve, our scope broadens, embracing
new opportunities for innovation and advancement.

Manufacturing eco-system
Our facilities thrive on indigenous technology,
continuously refined through persistent
advancements and enhancements. We
prioritise operational efficiency, continuous
improvement, and innovative interventions in our
manufacturing methodologies. For enhanced
From waste to wealth
efficiency, we continue to pursue best-in-class
We have innovated a proprietary
infrastructure, while infusing direct investments
process that transforms waste scrubber
towards upgrading manufacturing facilities.
solution into high-value Fumaric Acid.
This sustainable approach not only
We have designed and currently operate the
mitigates waste but also contributes to the
world’s largest capacity phthalic anhydride
production of a commercially significant
reactor. Our in-house designed equipment is
chemical, demonstrating our commitment
supported by a robust vendor network, ensuring
to environmental responsibility and
consistent operation with minimal downtime.
economic efficiency.
 Corporate Overview Annual Report 2023-24 | 21

Ranipet, India

At Ranipet, we enhanced our

Process Safety Management
(PSM) by implementing a
thorough Pre-Startup Safety
Review (PSSR). Additionally,
we integrated new equipment
using Simultaneous Operations
(SIMOPS) methodologies. Our
focus on cost optimisation
through process modifications
and equipment replacement
has yielded significant benefits
throughout the year.

Dahej, India

At Dahej, we replaced the old

switch condensers, significantly
reducing losses and optimising
energy costs. This resulted
in a substantial decrease in
energy expenses. Additionally,
by minimising losses through
the scrubber, we improved the
plant’s yield and are now able to
operate at full capacity.
22 | Thirumalai Chemicals Limited

Manufacturing Excellence

Employee working at Ranipet plant

Capacity expansion to incorporate new processes and Simultaneously, we are establishing

We are embarking on a pioneering equipment, setting a benchmark in the a 40KTA plant in the US, dedicated
project, constructing a plant for the industry. to Maleic Anhydride, as well as its
US market right here in India, using downstream products, Malic Acid and
modular construction techniques. This Fumaric Acid. This plant highlights

90 KTA
venture is groundbreaking, potentially our commitment to innovation and
marking the first instance of a plant excellence, featuring state-of-the-
of this magnitude being built in this art technology and processes that
manner. The initiative underscores New Phthalic Anhydride enhance efficiency and productivity.
our ‘Build in India for USA’ philosophy,
aligning closely with the Government’s
plant in Dahej These endeavours are not just about
‘Make in India’ initiative. expanding our manufacturing footprint;
rather we are more focussed on
In our Dahej project, we are
constructing a new 90KTA phthalic
anhydride plant, signifying a
40 KTA creating a legacy of technological
advancement and superior quality,
poised to serve the global market for
marked scaling-up in our production
New Maleic Anhydride years to come.
capabilities. This facility is designed plant in the US
 Corporate Overview Annual Report 2023-24 | 23

Operational efficiency Quality control Reducing fuel consumption

We consistently strive to enhance We maintain a robust quality We are committed to minimise our
efficiency and productivity. In sync measurement system that adheres to carbon footprint and conserve natural
with these objectives, we implement defined standards. Quality maintenance resources. Through tireless efforts
an expansion strategy, aimed at strictly follows our customers’ to reduce fuel consumption, we
increasing production capacity, refining requirements without any deviations, actively contribute to environmental
the quality of raw materials, and following standard operating sustainability. Initiatives such as
managing waste. Over time, we have procedures. Our fully equipped quality promoting fuel-efficient driving
significantly reduced costs to maintain laboratory and a highly trained team techniques and investing in
high competitiveness in energy, continuously monitor and support alternative energy sources exemplify
water, and fuel. Our energy integration operations to uphold quality standards. our dedication to environmental
includes utilising surplus energy from Additionally, our products are certified stewardship.
the Phthalic Anhydride process in and meet all quality parameters.
downstream products of the Phthalic
Anhydride and Maleic Anhydride
chain. Furthermore, we conduct
energy audits through independent
entities and rigorously follow their
recommendations.

Specific Fuel Oil Consumption (L/MT)

100
98
100

87

80

68

60
FY19 FY20 FY22 FY24

* Indexed to FY19
24 | Thirumalai Chemicals Limited

Research and Development

Sound innovation.
Superior tech-expertise.
We focus on innovation to drive our expansion and
maintain our dynamic progress. Through our dedicated
research and development, we craft products that
inspire trust among our clientele. By harnessing the
power of technology and channelling investments into
pioneering Technology, we forge processes that are
safer, more intelligent, and more cutting-edge.
Our expertise is anchored in a rich reservoir of
intellectual assets, including patents, trademarks,
copyrights, technical knowledge, and formulations.
Additionally, it encompasses a diverse range of
innovative products and methods born out of the
rigour of our research and development endeavours
and various other initiatives.

2 8 `2.4 crores
Patents granted R&D team size R&D expenditure in
FY 23-24
 Corporate Overview Annual Report 2023-24 | 25

R&D unit at Ranipet

Our R&D laboratory, equipped with a underscore our commitment showcasing our expertise and
pilot plant, is dedicated to continuous to staying at the forefront of our efficiency in production.
improvement in processes and cost- industry.
efficiency. It serves as a dynamic Looking ahead, we are actively
hub where our team consistently Furthermore, we are proud to engaged in the development
explores innovative methods to have patented a new process for of two new products slated for
enhance our operations. manufacturing Malic Acid, further commercialisation within the next
solidifying our position as innovators five years. This ongoing commitment
In addition, our relentless pursuit in the field. to innovation underscores our
of innovation has led to the dedication to meeting the evolving
development of cutting-edge Moreover, we standout globally for needs of our customers and driving
technology for the production of operating a Phthalic Anhydride plant transformative change across the
Malic Acid, Fumaric Acid and Diethyl at the highest possible throughput, industry.
Phthalate. These advancements
26 | Thirumalai Chemicals Limited
Corporate Overview Annual Report 2023-24 | 27

Sustainability is woven
into every facet of our
operations. From ethically
sourcing raw materials
to fostering lasting social
benefits, we meticulously
balance our dedication
to people, the planet,
and profitability.

Our ESG
practices
28 | Thirumalai Chemicals Limited

Environment
Responsible steps.
Greener tomorrow.

We are deeply committed to

environmental stewardship,
striving to go beyond mere
compliance with regulations.
Through investment in
innovative technologies
and strategies, we seek to
improve the eco-efficiency of
our operations.
Our primary focus is on Our strict objectives guide our actions, supported
optimising the sustainable by regular evaluations and integrated milestones
in our operations. These measures not only
utilisation of natural reduce the consumption of new resources but
resources, while minimising also facilitate the beneficial repurposing of waste.
We ensure our team is fully educated about our
our environmental footprint environmental goals, equipping them with the

by reducing energy, water, necessary training to seamlessly incorporate

sustainability into their daily tasks.
and waste impacts. These
pro-environment initiatives We have implemented a globally recognised
Responsible Care programme, ensuring full
reflect our responsibility to compliance with safety, health, and environmental
standards. All our critical parameters are linked
future generations and our in real-time to the Pollution Control Board’s
dedication to creating a monitoring systems, reflecting our commitment to
transparency and environmental stewardship.
greener world for all.
Furthermore, we have established a
comprehensive strategy to map and reduce
greenhouse gas (GHG) emissions, complete with
time-bound implementation plans.
 Corporate Overview Annual Report 2023-24 | 29

Energy management our processes and technologies.

We are optimising energy usage for Our team are continuously working
achieving our objectives. We focus on towards low-carbon production
embedding alternative solutions and methods to reduce our overall
operational excellence in our energy- environmental impact and improve
intensive business activities. business margin.

To bolster our commitment to We have increased the tonnage per

energy management, we have made truck, thereby reducing the number
substantial investments in upgrading of trucks needed and ultimately
contributing to environmental
conservation.

Water management Complex specific energy cost (`/MT)

We prioritise efficient water
100
management and the mitigation 100
of water-related risks as integral 90

components of our operations.

Through the adoption of sustainable 80

practices and advanced technology, 63 62

we are committed to sustain water 60
prudence. We have introduced FY19 FY20 FY22 FY24
several water conservation measures
to strengthen our commitment to * Indexed to FY19
responsible water usage.
Specific raw water consumption (L/MT)
As a hallmark of our commitment
100
to effective water management, we 100
operate as a zero liquid discharge 84

company (ZLD) and have implemented 80

a scheme to recover rainwater from
59
our roofs. This rainwater, which is 60 57
pristine, is utilised alongside raw
water for various activities. With such
40
continuous efforts, we persistently FY19 FY20 FY22 FY24
focus on reducing water consumption. * Indexed to FY19

Waste management comprehensive waste through efficient waste

We strive to implement management system is utilisation and management.
sustainable and eco- designed to minimise waste Through collaboration with
friendly practices in waste generation. Recognising the processors, we continuously
segregation, storage, and intrinsic value of materials make conscious efforts to
disposal by embracing throughout their lifecycle, convert waste into value.
a circular approach. Our we aim to unlock this value
30 | Thirumalai Chemicals Limited

Social: People
Empowered team.
Seamless progress.

Employees at Ranipet Plant

Building a robust team Upholding diversity and

Diversity is a fundamental aspect of our
We are gearing up for sustainable inclusion
values, fostering deeper understanding,
growth, emphasising the development We prioritise inclusivity as the
mitigating bias, and leading to improved
of a robust talent pipeline. Our strategy fundamental value of our workplace
decision-making and results. To
involves recruiting industry experts culture, nurturing confidence and a
achieve greater diversity, we actively
laterally, enriching the organisation with sense of worth among our employees.
advocate for increased representation
essential experience. This approach We promote unity by encouraging
of women across all levels of the
remains pivotal to our success over the the identification of expertise through
organisation. Currently, two of our
years. Additionally, we recruit our plant collaboration and promoting effective
board members are women, and
workforce primarily from surrounding work approaches. Our dedication to
approximately 50 women comprise our
villages and provide training to handle diversity extends to creating a gender-
total workforce.
complex operations. friendly environment, firmly opposing
any form of discrimination.
 Corporate Overview Annual Report 2023-24 | 31

We recognise and deeply appreciate the

invaluable contribution of our workforce to
our ongoing advancement. Our employees
serve as the foundation that sustains our
progress. With an unflinching commitment
to prioritising the safety and well-being of
our people above all else, we endeavour
to cultivate an exceptional professional
experience within an increasingly diverse and
inclusive environment.
Empowering our employees, fostering
a collaborative ambience, and offering
assistance when needed are paramount
to our approach. Through these efforts, we
instil a sense of ownership and pride among
our team members, driving our collective
success forward.

Maintaining safety-first
Driving learning and approach
development We offer substantial growth
We are committed to ensuring a
We are dedicated to sustainable opportunities for young individuals to
safe work environment for our team.
development, ensuring that each take on additional responsibilities for
Operating industrial manufacturing
team member has the necessary learning and development. Learning
plants with hazardous materials
knowledge and skills to contribute is ingrained in our organisational
demands a deep dedication to
to our strategy. Our workforce culture, with 8 knowledge-oriented
employee safety. Through the
has access to a wide range of training programmes being conducted.
enforcement of rigorous health and
ongoing professional development Furthermore, continuous career
safety standards and practices, we
opportunities. Through inclusive career improvement projects are closely
prioritise our employees’ welfare
paths, skill enhancement, and equitable monitored by the top management,
and ensure a secure operational
talent practices, we have attracted with active involvement from the
environment.
and retained a diverse, dedicated, and employees.
outstanding workforce.
32 | Thirumalai Chemicals Limited

Social: Supplier Partners and Customers

Enduring partnerships.
Long-term sustainability.
We understand that our engagement
with customers and suppliers is crucial
in our investment in innovation, enabling
us to develop high-quality products
with significant growth potential. Our
strict adherence to standards ensures
customer satisfaction, while our long-
lasting partnerships with suppliers create
seamless operational efficiency.
As we chart an upward trajectory in
our business journey, we cultivate
invaluable relationships at both ends of
the supply chain, nurturing bonds that
propel us forward.

Supplier partners We ensure that truck drivers

Customers
We prioritise sourcing raw materials At the heart of our business progress
receive checklists for adherence
from sustainable and reliable suppliers, lies a deep commitment to customer
to best practices. Our global
forging strong relationships to ensure satisfaction. To solidify our position
distribution network, comprising
operational continuity. Upholding as a trusted partner of choice, we
leading distributors, facilitates
stringent standards in health, implement a multifaceted approach
efficient delivery worldwide.
safety, human rights, integrity, and aimed at nurturing strong and enduring
Additionally, we conduct regular
environmental protection is paramount relationships with our valued customers.
training sessions for distributors to
in our supply chain ethos. Through consistent engagement
deepen their understanding of our
and innovation, we strive to create an
product attributes and applications,
environment built on trust, transparency,
reinforcing our commitment to
and mutual respect.
quality and service excellence.
 Annual Report 2023-24 | 33

Employees at Ranipet Plant

We actively collaborate with customers

to enhance their processes and
offer daily driver training for the safe
handling of materials. We understand
that customer feedback is invaluable in
driving continuous improvement, which
is why we have established robust
systems and resolution mechanisms
to address any concerns promptly and
effectively. By listening attentively to
our customers’ needs and preferences,
we are able to tailor our offerings and
services to exceed their expectations.
34 | Thirumalai Chemicals Limited

Social: Community
Nurtured community.
Inclusive growth.

Vedavalli Vidyalaya School, Ranipet

We view responsible action and

community support as essential pillars
of our business philosophy. We believe
`362 lakhs
in creating lasting societal impact by CSR expenditure in
FY 23-24
actively protecting and nurturing the
communities we serve. This commitment
to giving back is ingrained in the
essence of our operations, ensuring
that our success contributes positively
30,000+
to the broader society. Through our Lives impacted through
CSR programmes
journey, we continue to sculpt inclusive
growth, scripting a future where every
stroke of progress is intertwined with
community empowerment.
 Corporate Overview Annual Report 2023-24 | 35

Healthcare
We consider improving healthcare as
one of the key priorities in our society’s
development. We have taken significant
steps to promote the health and well-
being of underprivileged communities. Thirumalai Mission Hospital, Ranipet Vedavalli Vidyalaya School, Ranipet

Covering 315 villages, 36,500 provided general medical and surgical pass percentage in both Class 10 and
households, and a population of care to over 10,000 individuals, and Class 12 board exams. Along with
150,000, our community health facilitated alcoholics rehabilitation for academics, our students consistently
programme conducts over 100 medical over 1,000 patients, with 85% regularly excel in interschool competitions,
camps annually, led by experienced attending follow-up appointments. receiving numerous awards each year
consulting physicians. in sports, cultural activities, and other
We also conduct extensive talent-oriented programmes.
programmes targeting awareness and
intervention for substance abuse and We are proud to announce that
addiction. Ms. Zarina Banu, one of our esteemed
faculty members, has been honoured
We received the 2023 ‘Excellence in with the prestigious LAMPS Innovative
Community Engagement’ Award by Teacher Award by the Association of
the Association of Healthcare Providers Management of Private Schools for her
(India). outstanding contributions to innovative
teaching methods. Additionally, our
Thirumalai Mission Hospital, Ranipet
school principal has been recognised
with the Best Principal Award by the
The Thirumalai Charity Trust (TCT) is Association of Managements of Private
embarking on an ambitious expansion Schools, signifying her exceptional
project to enhance the existing leadership and commitment to
50-bedded hospital infrastructure and academic excellence.
services in Ranipet. This expansion is Education
set to unveil Centres of Excellence with Thirumalai Charity trust is extending its
following specialisation: school’s outreach to 6 villages, where
• Diabetes and heart disease
the primary focus is to engage with
local communities and raise awareness
• Orthopedics and limb reconstruction about key social and environmental
• Renal care issues. During these visits, we

• Women’s health and malignancies

showcase our school’s activities
through engaging performances such
• Surgical specialties as dances, skits, traditional Villupaatu,
and street plays.
Our healthcare services have
treated over 3,000 children under 5
We are delighted to highlight that our Vedavalli Vidyalaya School, Ranipet
for neurodevelopmental diseases,
students achieved a remarkable 100%
36 | Thirumalai Chemicals Limited

Governance
Embedding transparency.
Fostering integrity.

We harness our robust

corporate governance
framework, meticulously
crafted to uphold the prosperity
and enduring nature of Role of the Board
As the highest governing body, our Board is
our enterprise. We uphold entrusted with upholding global standards of
unwavering accountability corporate governance. Functioning as the central
authority, the Board of Directors manages and
standards for ourselves and directs business operations, requiring their approval
our collaborators, ensuring the for any deviation or alterations to regular practices.
Safeguarding stakeholder interests while charting the
integrity and longevity of our course for long-term goals is a pivotal responsibility.
business operations.
Corporate governance stands
as the cornerstone of our 01 Chairman &
Managing 01
business management, guiding Director
Managing
our operations with firm
Director &
commitment. It serves as the
02
CFO
bedrock upon which we build
a foundation of trust, reliability,
Non
and sustainable growth Independent
for the future.
Our Board comprises experts from diverse domains,
Non
-Executive
07 Independent
Non-Executive
Directors
each assigned responsibilities matching their expertise. Directors
With requisite skills and experience, they strategically
guide our Company, collectively bringing a wealth of
knowledge to drive effective decision-making and
direction.
 Corporate Overview Annual Report 2023-24 | 37

Board committees Directorship tenure (Nos.)

Our Board members have established statutory
committees, each formally approved and

1 2 8
assigned specific responsibilities, to address key
issues. The Board oversees these committees
to ensure their effectiveness. Committee chairs
regularly present updates, progress reports,
and stakeholder feedback to the Board, inviting
0-3 years 3-5 years 7-9 years
suggestions and observations.

Currently, the Board comprises seven

committees: the Audit Committee, the
Stakeholder Relationship Committee, the Female
Business Review Committee, the Nomination &
Remuneration Committee, the Corporate Social
Responsibility Committee, the Risk Management
18.18%
Committee, and the Investment, Finance, and
Banking Committee.

Ethical and transparent practices

At the core of our business management lies
corporate governance, a fundamental pillar
Board mix
guiding our operations. We continuously
strive to enhance transparency, integrity,
accountability, and fairness in our dealings
with shareholders, customers, investors, and
stakeholders. Our Board values ethics and
its role in value creation, fostering a culture of
transparency and ethical practices across the
organisation. Male
Governing policies
Our organisational policies govern the conduct
81.82%
and operations of all employees, ensuring a
fair, safe, and productive work environment.
These policies align with legal standards and
uphold our Company’s values and objectives.
It is imperative for all employees to acquaint
themselves with these policies and adhere to
them consistently.

Read here: https://thirumalaichemicals.com/

compliance-policies/
38 | Thirumalai Chemicals Limited

Board of Directors

We are honoured to have an outstanding Board,

comprising a diverse blend of seasoned professionals
with extensive expertise across various industries.
Committed to collaborative leadership, they
spearhead the development of our Company’s
long-term strategies for sustainable growth.
The Board exercises comprehensive oversight across
all Company functions by delegating responsibilities
to various committees, ensuring rigorous scrutiny and
alignment with our vision and values. Their primary
objective is to ensure the attainment of our Company’s
set goals and objectives, thus fostering the generation
of long-term value for all stakeholders, while upholding
principles of transparency and accountability.

Mr. R. Parthasarathy is the Chairman & Managing Director of Thirumalai

Chemicals Limited. He served as Vice-President and President of the Indian
Chemical Council from 2007 to 2011. He has managed manufacturing,
technology development, marketing, and business start-ups in India, Europe,
and the US. He is deeply involved in education and healthcare projects serving
rural communities in South India.

Mrs. Ramya Bharathram is the Managing Director and CFO of TCL. She
heads Strategy and the Specialty Chemicals Businesses. With over 25
years of experience in marketing, business management, new business
development, customs & excise, and trade policy, she worked for a leading
law firm in India specialising in trade policy and indirect taxation. She also
worked for Deloitte and Touché.
Corporate Overview Annual Report 2023-24 | 39

Mr. P. Mohana Chandran Nair has worked at TCL for 9 years as President
(manufacturing). A Chemical Engineer with over 36 years of experience in
various roles at Rashtriya Chemicals and Fertilisers Ltd (RCF), he was the Head of
Operations and Profit Centre Head before joining TCL. He is the Managing Director
of TCL Intermediaries Private Limited, a subsidiary of the Company.

Mr. R. Ravi Shankar is the Chairman of the Audit Committee of TCL. He is the
Founder/CEO of an independent consultancy advising in M&A, Valuation, and
Investment Banking. Prior to this, he was a Senior Partner at Ernst & Young for
10 years from 1997 to 2007, serving as National Head of Business Consulting,
Valuation, and Regional Managing Partner at Chennai. Before Ernst & Young, he
worked for Unilever PLC in London as Global Sourcing Manager for Personal Care
Products and then headed the M&A Division of Hindustan Unilever Ltd., in Mumbai,
India as its General Manager.

Mr. R. Sampath is the Chairman of Ultramarine & Pigments Limited. A Chemistry

graduate from the University of Bombay with a Chemical Engineering degree from
the USA, he started his career in a multinational Company and has more than 50
years of experience in operations and managing businesses.

Mr. Raj Kataria is an experienced Investment Banker with over 25 years in M&A
and Capital Markets. He has significant expertise in Company Law and Corporate
Structuring matters and was Managing Director at DSP - Merrill Lynch. He is a
co-founder and Whole-time Director of Arpwood Capital Private Limited, actively
involved in several high-profile M&A transactions during the last 10 years. He is the
Chairman of the Nomination & Remuneration Committee of TCL and is active in
Governance and Corporate matters. He is also on the TCL Audit and Stakeholders
Relationship Committees.

Mr. Dhruv Moondhra is an entrepreneur and CEO of Ice Steel 1 Pvt Ltd. He is
an Independent Director on the Board of TTK Prestige Limited. With in-depth
experience in Distribution, Trading, and Manufacturing, he has led business start-
ups in the United Kingdom and India. He is an active member of the Business
Review and Risk Management Committees.
40 | Thirumalai Chemicals Limited

Board of Directors

Mr. Arun Ramanathan (IAS Officer retired) has held assignments in diverse areas
in the promotion and management of small, medium, and heavy industry. His
most recent positions were Secretary (Department of Chemicals, Petrochemicals
& Pharmaceuticals), Secretary (Financial Services), and Union Finance Secretary
(in 2009) in the Government of India. He is currently an Independent Director
on several Boards and also a member of the Advisory Council to several
organisations. He brings deep Governmental, Regulatory, and Governance
expertise to your Company. He is the chairman of the CSR and Stakeholders
Relationship Committees and a member of the Audit Committee of TCL.

Mr. Arun Alagappan is the Executive Vice Chairman of Coromandel International

Limited (CIL) and is a member of the Murugappa Family, the promoters of the
`417 billion Murugappa Group of Companies. He was the Managing Director of
Cholamandalam Investment and Finance Company Limited (CIFCL) before joining
Coromandel International Limited. He completed his Graduation in Commerce from
the University of Madras and the ‘Owner President/Management Program’ from
Harvard Business School.

Mr. Rajeev M Pandia is a Chemical Engineer from IIT, Bombay, and holds a
Master’s degree from Stanford University, USA. During 2000-2002, he was the
President of the Indian Chemical Council. He headed Herdillia Chemicals Limited
(later Schenectady Herdillia Limited and SI Group – India Limited) from 1992
and was its Vice Chairman and Managing Director until December 2008. He
was thereafter Group Adviser and Director – Global Markets of SI Group, USA.
He has been providing extensive support for several years to the CMD and the
Management team at TCL and OOSB. He is the Chairman of the Business Review
and Risk Management Committees and a member of the Audit and Nomination
and Remuneration Committees of TCL.

Mrs. Bhama Krishnamurthy has a Master’s in Science (M.Sc.) from Mumbai

University. She was Country Head and Chief General Manager at SIDBI. With
a career spanning over 35 years in IDBI (now IDBI Bank) and SIDBI, an Apex
Development Bank for micro, small, and medium enterprises in India, covering
all areas of development in banking operations both from policy perspectives
and relating to implementation aspects. She is also a member the CSR and Audit
Committees of TCL.
 Corporate Overview Annual Report 2023-24 | 41

Awards and Accolades

We have garnered a proud collection of numerous awards over the

past five decades. These prestigious recognitions and accolades
symbolise our unshakable dedication to excellence and our deep
commitment to community engagement. They underscore the
consistent pursuit of our core values and the relentless efforts of our
team to exceed expectations and make a positive impact in people’s
lives. Following is a list of accolades, received in FY 23-24.

‘Occupational Health, ‘Best Performance and Partnership Award’

Safety, and Environment
Awards 2023’ ‘Best Performance and Partnership Award’ from Chennai Port, presented
by Shri Sarbananda Sonowal, Honourable Union Minister of Ports, Shipping,
‘Occupational Health, Safety, and Waterways, and AYUSH in June 2023
Environment Awards 2023’: Award
of Honour presented by the National
Safety Council – Tamil Nadu Chapter
42 | Thirumalai Chemicals Limited

Corporate Information

Board of Directors Risk Management Committee Registered Office

Mr. R. Parthasarathy Mr. Rajeev M. Pandia, Chairman Thirumalai House, Road No. 29,
(Chairman & Managing Director) Mr. Dhruv Moondhra Near Sion Hill Fort, Sion(E),
Mrs. Ramya Bharathram Mrs. Ramya Bharathram Mumbai - 400 022, India.
(Managing Director & CFO) Tel. : +91-22-24017841, 43686200,
Mr. Sanjay Sinha
Mr. P. Mohana Chandran Nair E-mail : [email protected]
Mr. B. Krishnamurthy
Mr. R. Sampath Website: www.thirumalaichemicals.com
Mr. R. Ravi Shankar
Investment, Finance And Banking CIN : L24100MH1972PLC016149
Committee
Mr. Raj Kataria
Mr. R. Ravi Shankar, Chairman Registrar & Share Transfer
Mr. Dhruv Moondhra Agents
Mrs. Ramya Bharathram
Mr. Arun Ramanathan Link Intime India Pvt Ltd
Mr. Raj Kataria
Mr. Rajeev M Pandia C 101, 247 Park, L B S Marg,
Mr. Arun Ramanathan
Mrs. Bhama Krishnamurthy Vikhroli West, Mumbai 400 083.
Mrs. Bhama Krishnamurthy
Mr. Arun Alagappan Tel No : +91 22 49186000
Strategy Review Committee Fax : +91 22 49186060
Audit Committee Mrs. Ramya Bharathram, Chairperson
Mr. R. Ravi Shankar, Chairman E-mail : [email protected]
Mr. R. Parthasarathy
Mr. Raj Kataria Website : www.linkintime.co.in
Mr. Rajeev M. Pandia
Mr. Arun Ramanathan Factory
Mrs. Bhama Krishnamurthy Chief Executive Officer
Ranipet
Mr. C.G. Sethuram – Group CEO
Mr. R. Sampath 25-A, SIPCOT, Ranipet,
Mr. Sanjay Sinha – CEO
Mr. Rajeev M Pandia Ranipet District - 632 403
Stakeholders Relationship Chief Financial Officer Tamil Nadu, India.
Mrs. Ramya Bharathram
Committee Tel. : + 91 4172 244 441/6/8
Mr. Arun Ramanathan, Chairman Company Secretary +91 4172 244 308
Mr. Raj Kataria Mr. T. Rajagopalan E-mail: [email protected]
Mr. R. Sampath Bankers Dahej
Nomination & Remuneration • Axis Bank Ltd Plot No.D-2/CH/171/B,
Committee • IDFC First Bank GIDC Estate, Dahej
Mr. Raj Kataria, Chairman • Standard Chartered Bank Phase-II, Tal. Vagra, Bharuch,
Mr. Rajeev M Pandia • HSBC Bank Gujarat – 392 130, India.
Mr. R. Sampath • Kotak Mahindra Bank Limited Tel : +91 4172 244441/6/8
Corporate Social Responsibility • HDFC Bank +91 4172 244308
Committee • ICICI Bank E-mail: [email protected]
Mr. Arun Ramanathan, Chairman
Auditors
Mrs. Bhama Krishnamurthy
M/s. Walker Chandiok & Co LLP
Mr. R. Sampath
Chartered Accountants, Chennai.
Business Review Committee
Internal Auditors
Mr. Rajeev M. Pandia, Chairman
M/s M.S.Krishnaswamy & Co.
Mr. R. Ravi Shankar
Chartered Accountants, Chennai.
Mr. Dhruv Moondhra
Mr. R. Sampath M/s CNK & Associates LLP., Chartered
Accountants, Vadodara
Cost Auditor
M/s. GSVK & Co.
Cost Accountants, Chennai.
 Statutory Reports Annual Report 2023-24 | 43

Notice

NOTICE is hereby given that the FIFTY FIRST ANNUAL the Board of Directors in their respective meetings and
GENERAL MEETING OF THIRUMALAI CHEMICALS LIMITED pursuant to the provisions of section 196, 197, 203,
will be held at THE MYSORE ASSOCIATION AUDITORIUM, Schedule V and any other applicable provisions if any
Mysore Association, 393, Bhaudaji Road, Matunga C-Rly., of the Companies Act, 2013 read with the Companies
Mumbai – 400 019 on Wednesday, July 24, 2024 at 2.30 p.m. (Appointment and Remuneration of Managerial
to transact the following business: Personnel) Rules, 2014 and applicable provisions of
SEBI (Listing Obligations and Disclosure Requirements)
ORDINARY BUSINESS Regulations, 2015 (including any statutory modification
1. To receive, consider and adopt the Audited Financial or re-enactment thereof) and Articles of Association
Statements (including consolidated Financial Statements) of the Company, the approval of the Members of
for the Financial Year ended on March 31, 2024, and the the Company be and is hereby accorded for the re-
Reports of the Directors and Auditors thereon and in appointment of Mrs. Ramya Bharathram (DIN:06367352),
this regard, to consider and if thought fit, to pass, with as the Managing Director of the Company for a period of
or without modification(s), the following resolution as an three (3) years commencing from May 26, 2024 upon
Ordinary Resolution: terms and remuneration & benefits as detailed below and
is liable to retire by rotation.
“RESOLVED THAT the standalone and consolidated
Audited Financial Statements for the Financial Year Remuneration:
ended March 31, 2024, together with the Directors’ Report 1. Basic Salary per month `5,50,000 with annual increment
and the Auditors’ Reports thereon as circulated to the of 50,000 or multiples thereof. The Board may increase
Members and presented to the meeting be and are the Basic Salary suitably, based on performance.
hereby approved and adopted.”
2. Company’s contributions to PF, Gratuity, Superannuation
2. To declare dividend for the Financial Year ended March Fund, Encashment of Leave, and Insurance as per Rules.
31, 2024 and, in this regard, to consider and if thought These shall not be included in the computation of limits/
fit, to pass, with or without modification(s), the following restrictions for remuneration or perquisites as prescribed
resolution as an Ordinary Resolution: aforesaid under section II of part II of the schedule V of the
“RESOLVED THAT a dividend of ` 1 /- per equity share Companies Act, 2013 and Mrs. Ramya Bharathram shall
on the fully paid-up equity shares of the company as be entitled to the same.
recommended by the Board be and is hereby declared 3. Allowances and Benefits: including HRA, LTA, CCA,
for the Financial Year ended March 31, 2024.” medical benefits and allowances, Travel or Car
3. To appoint a Director in place of Mr. P. Mohana Chandran allowances, and other Allowances and Benefits, upto
Nair (DIN 07326079), who retires by rotation and being 100% percent of the Annual Basic salary, as above.
eligible, offers himself for re-appointment and in this 4. Commission up to 2% of net profits of the Company
regard, to consider and if thought fit, to pass, with or calculated in accordance with the provisions of Sections
without modification(s), the following resolution as an 198 of the Companies Act, 2013. The actual percentage
Ordinary Resolution: of commission will be decided by the Board, for each
“RESOLVED THAT Mr. P. Mohana Chandran Nair (DIN Financial Year.
07326079), Director, who retires by rotation and being FURTHER RESOLVED THAT within the overall limits as
eligible, offers himself for re-appointment, be and is specified above, the Board has the power to determine
hereby re-appointed as a Director of the Company.” individual component(s) of remuneration.
SPECIAL BUSINESS: RESOLVED FURTHER THAT in any Financial Year during
4. To re-appoint Mrs. Ramya Bharathram the currency of the tenure of Mrs. Ramya Bharathram,
(DIN:06367352) as Managing Director and in this the Company has no profits or its profits are inadequate,
regard to consider and, if thought fit, pass, with or the Company will pay remuneration by way of salary
without modification(s), the following resolution as a and perquisites as specified above, as permissible
Special Resolution: under Section-II, Part-II of Schedule V to the Companies
“RESOLVED THAT pursuant to the recommendation Act, 2013 (including any statutory modification(s) or
of the Nomination and Remuneration Committee and reenactment (s) thereof, for the time being in force) or
44 | Thirumalai Chemicals Limited

up to such other limits as may be prescribed by the Section 149(6) of the Act and Regulation 16 of the
Government from time to time as minimum remuneration. SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, be and is hereby appointed as an
RESOLVED FURTHER THAT the Board of Directors be
Independent Director of the Company to hold office for
and are hereby authorised to take all such steps as may
a term of five (5) consecutive years from the conclusion
be necessary, proper and expedient to give effect to this
of this meeting and be eligible to receive Sittings fees
Resolution.”
and profit sharing commission in accordance with the
5. To re-appoint Mr. Rajeev M Pandia (DIN 00021730) provisions of Section 197 of the Companies Act, 2013
as an Independent Director and in this regard to and Regulation 17 of the Securities and Exchange Board
consider and if thought fit, to pass with or without of India (Listing Obligations and Disclosure Requirements)
modification(s), the following resolution as a Special Regulations, 2015 any other applicable provisions as
Resolution: amended from time to time.”
“RESOLVED THAT notwithstanding his completion of 7. To consider and if thought fit, to pass with or without
75 years during the proposed tenure, pursuant to the modification(s), the following resolution as an
recommendation of the Nomination and Remuneration Ordinary Resolution:
Committee and the Board of Directors in their respective “RESOLVED THAT, subject to the approval as may
meetings held on May 13, 2024 and May 15, 2024 and be required from the Central Government, the
pursuant to the provisions of Sections 149, 150, 152, appointment of M/s GSVK & Co., Cost Accountants,
197 read with Schedule IV and any other applicable having Registration No. 002371 at Block D, Flat 307, 3rd
provisions of the Companies Act, 2013 and the applicable Floor, Shayam’s Yesgeeyes, SP Homes, No. 156, Rajan
provisions of the SEBI (Listing Obligations and Disclosure Kuppam Road, Ayanambakkam, Chennai – 600 095
Requirements) Regulations, 2015 (including any statutory as Cost Auditor to issue Compliance Certificate and to
modification(s) or re-enactment thereof for the time being audit the Cost Accounts of the Company for FY 24-25
in force), Mr. Rajeev M Pandia (DIN 00021730), who holds for a remuneration of ` 1,00,000/- (Rupees One Lakhs),
office of Independent Director up to July 24, 2024 being in addition to reimbursement of out of pocket expenses,
eligible for re-appointment as well as meeting the criteria be and is hereby ratified.”
of independence as provided in Section 149(6) of the
Act and Regulation 16 of the SEBI (Listing Obligations I. NOTES:
and Disclosure Requirements) Regulations, 2015, be and 1. The Register of Members and the Share Transfer books
is hereby re-appointed as an Independent Director of of the Company will remain closed from Thursday,
the Company to hold office for further term of three (3) July 18, 2024 to Wednesday, July 24, 2024 (both days
consecutive years from July 25, 2024 and be eligible inclusive) for the purpose of Annual General Meeting and
to receive Sittings fees and profit sharing commission for determining members eligible for dividend, if declared
in accordance with the provisions of Section 197 of the by the shareholders.
Companies Act, 2013 and Regulation 17 of the Securities
2. The Explanatory Statement pursuant to Section 102 of
and Exchange Board of India (Listing Obligations and
the Companies Act, 2013, which sets out details relating
Disclosure Requirements) Regulations, 2015 any other
to Special Business at the meeting, is annexed hereto.
applicable provisions as amended from time to time.”
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
6. To appoint Mr. M. Somasundaram (DIN: 05185268)
MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES
as an Independent Director and in this regard to
TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.
consider and if thought fit, to pass with or without
SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF
modification(s), the following resolution as a Special
THE COMPANY.
Resolution:
4. A person can act as proxy on behalf of members not
“RESOLVED THAT, pursuant to the recommendation
exceeding fifty (50) and holding in the aggregate not
of the Nomination and Remuneration Committee and
more than ten percent of the total share capital of the
the Board of Directors and pursuant to the provisions
Company. A member holding more than ten percent of
of Sections 149, 150, 152, 197 read with Schedule IV
the total share capital of the Company may appoint a
and any other applicable provisions of the Companies
single person as proxy. However, such person shall not
Act, 2013 and the applicable provisions of the SEBI
act as a proxy for any other person or shareholder. The
(Listing Obligations and Disclosure Requirements)
instrument of Proxy in order to be effective, should be
Regulations, 2015 (including any statutory modification(s)
deposited at the Registered Office of the Company, duly
or re-enactment thereof), Mr. M. Somasundaram (DIN:
completed and signed, not less than 48 hours before the
05185268), being eligible for appointment as well as
commencement of the meeting. A Proxy form is attached
meeting the criteria of independence as provided in
 Statutory Reports Annual Report 2023-24 | 45

herewith. Proxies submitted on behalf of the Companies, processing service requests viz. Issue of duplicate
societies etc., must be supported by an appropriate securities certificate; claim from unclaimed suspense
resolution/authority, as applicable. account; renewal/ exchange of securities certificate;
endorsement; sub-division/splitting of securities
5. Pursuant to the provisions of Section 124 of the
certificate; consolidation of securities certificates/folios;
Companies Act, 2013, the Company has transferred the
transmission and transposition. Accordingly, Members
unpaid or unclaimed dividend, if any, up to the Financial
are requested to make service requests by submitting
Year 2015-2016 to the Investor Education and Protection
a duly filled and signed Form ISR – 4, the format of
Fund (The IEPF) established by the Central Government.
which is available on the Company’s website at www.
Likewise, Debentures/Fixed Deposits, Repayment
thirumalaichemicals.com and on the website of the
warrants/interest warrants which remain unclaimed /
Company’s Registrar and Transfer Agents, Link Intime
unpaid for a period of 7 years from the dates they first
India Pvt. Ltd, at https://liiplweb.linkintime.co.in/KYC-
became due for payment have been transferred to the
downloads.html . It may be noted that any service request
Investor Education and Protection Fund. All the persons
can be processed only after the folio is KYC Compliant.
are requested to note that no claims shall lie against the
Company or the said fund in respect of any amounts 10. As per the provisions of Section 72 of the Act and SEBI
which were unclaimed and unpaid for a period of 7 years Circular, the facility for making nomination is available
from the dates that they first became due for payment for the Members in respect of the shares held by them.
and no payment shall be made in respect of any such Members who have not yet registered their nomination
claims. are requested to register the same by submitting Form
No. SH-13. If a Member desires to opt out or cancel the
6. Details under Reg. 36(3) of the SEBI (Listing Obligations
earlier nomination and record a fresh nomination, he/
and Disclosure Requirements) Regulations, 2015,
she may submit the same in Form ISR-3 or SH-14 as the
in respect of the Director seeking appointment/re-
case may be. The said forms can be downloaded from
appointment at the Annual General Meeting, forms
the Company’s website www.thirumalaichemicals.com.
integral part of the notice. The Directors have furnished
Members are requested to submit the said details to their
the requisite declarations for their appointment/ re-
DP in case the shares are held by them in dematerialised
appointment.
form and to Registrar and Share Transfer Agent in case
7. Electronic copy of the Notice of the 51st Annual General the shares are held in physical form.
Meeting of the Company along with the Annual Report
11. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/
for FY 23-24 inter alia indicating the process and manner
CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/
of e-voting along with Attendance Slip and Proxy Form
OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read
is being sent to all the members whose email IDs are
with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-1/P/
registered with the Company/Depository Participants(s)
CIR/2023/145 dated July 31, 2023 (updated as on August
for communication purposes unless any member has
11, 2023), has established a common Online Dispute
requested for a hard copy of the same. For members
Resolution Portal (“ODR Portal”) for resolution of disputes
who have not registered their email addresses, physical
arising in the Indian Securities Market. Pursuant to above-
copies of the Notice of the 51st Annual General Meeting of
mentioned circulars, post exhausting the option to
the Company along with the Annual Report for FY 23-24
resolve their grievances with the RTA/ Company directly
inter alia indicating the process and manner of e-voting
and through existing SCORES platform, the investors can
along with Attendance Slip and Proxy Form are being
initiate dispute resolution through the ODR Portal https://
sent in the permitted mode.
smartodr.in/login.
8. Members may also note that the Notice of the 51st Annual
12. Members may note that Income Tax Act, 1961 as amended
General Meeting and the Annual Report for FY 23-24
by and read with the provisions of the Indian Finance Act,
will also be available on the Company’s website www.
2020 mandates that dividends paid or distributed by a
thirumalaichemicals.com and on the websites of the
company after April 1, 2020 shall be taxable in the hands
Stock Exchanges i.e. BSE Limited and National Stock
of members. The Company shall therefore be required
Exchange of India Limited at www.bseindia.com and
to deduct tax at source (“TDS”) at the time of making the
www.nseindia.com respectively and on the website of
payment of final dividend if declared by the shareholders.
CDSL https://www.evoting.nsdl.com for their download.
13. The shareholders are requested to update their PAN with
9. Members may please note that SEBI vide its Circular No.
the DP (if shares held in electronic form) and Company
SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2023/8 dated
/ Registrar and Share Transfer Agent (if shares held in
January 25, 2023 has mandated the listed Companies
physical form).
to issue securities in dematerialised form only while
46 | Thirumalai Chemicals Limited

14. A Resident individual shareholder with PAN and who is not 18. The Equity shares of the Company are mandated for
liable to pay income tax can submit a yearly declaration in trading in the compulsory demat mode. The ISIN No.
Form No. 15G / 15H, to avail the benefit of non-deduction allotted for the Company’s shares is INE338A01024.
of tax at source. Shareholders are requested to note
19. Members / Proxies are requested to bring attendance-
that in case their PAN is not registered, the tax will be
Slip along with their copy of Annual Report to the Meeting.
deducted at a higher rate of 20%.
20. Voting through electronic means
15. Non-resident shareholders [including Foreign Institutional
Investors (FIIs) / Foreign Portfolio Investors (FPIs)] can A. In compliance with provisions of Section 108 of the
avail beneficial rates under tax treaty between India Companies Act, 2013 and Rule 20 of the Companies
and their country of tax residence, subject to providing (Management and Administration) Rules, 2024, the
necessary documents i.e. No Permanent Establishment Company is providing facility to the Members to
and Beneficial Ownership Declaration, Tax Residency exercise their right to vote at the 51 st Annual General
Certificate, Form 10F, any other document which may Meeting (AGM) by electronic means and the business
be required to avail the tax treaty benefits. may be transacted through e-Voting Services provided
by Central Depository Services (India) Limited (CDSL). A
16. The aforementioned documents (duly completed and
member may participate in the AGM even after exercising
signed) are required to be uploaded on RTA’s website
his right to vote through remote e-voting but shall not be
at https://liiplweb.linkintime.co.in/formsreg/submission-
allowed to vote again in the meeting.
of-form-15g-15h.html on or before July 9, 2024 in order
to enable the Company to determine and deduct The instructions for shareholders voting electronically
appropriate TDS / Withholding Tax. Incomplete and/or are as under:
unsigned forms, declarations and documents will not be The voting period begins on Saturday, July 20, 2024 at 3.00
considered by the Company. pm (IST) and ends on Tuesday, July 23, 2024 at 5.00 p.m.
17. Members are requested to intimate changes, if any, (IST). During this period shareholders of the Company, holding
pertaining to their name, postal address, email address, shares either in physical form or in dematerialised form, as on
telephone/ mobile numbers, bank details along with KYC the cut-off date of Wednesday, July 17, 2024, may cast their
documents to their DPs in case the shares are held by vote electronically. The e-voting module shall be disabled by
them in electronic form and “Link Intime India Private CDSL for voting after 5.00 p.m. (IST) on July 23, 2024.
Limited” on their email ID at [email protected] Step 1: Access through Depositories CDSL/NSDL
if shares held in physical form. e-Voting system in case of individual shareholders
holding shares in demat mode.
SEBI vide its circular dated November 03, 2021
(subsequently amended by circulars dated December (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/
14, 2021, March 16, 2023 and November 17, 2023) CIR/P/2020/242 dated December 9, 2020 on e-Voting
has mandated that with effect from April 01, 2024 facility provided by Listed Companies, Individual
dividend to shareholders holding shares in physical shareholders holding securities in demat mode are
form shall be paid only through electronic mode. allowed to vote through their demat account maintained
Such payment shall be made only if the folio is KYC with Depositories and Depository Participants.
complaint i.e. the details of PAN, choice of nomination, Shareholders are advised to update their mobile number
contact details, mobile no. complete bank details and and email Id in their demat accounts in order to access
specimen signatures are registered. e-Voting facility.
Pursuant to above said SEBI Circular, Login method
for e-Voting for Individual shareholders holding
securities in Demat mode CDSL/NSDL is given below:
 Statutory Reports Annual Report 2023-24 | 47

Type of shareholders Login Method

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
id and password. Option will be made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New
System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company.
On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting period or joining virtual
Individual Shareholders meeting & voting during the meeting. Additionally, there is also links provided to access
holding securities in the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
Demat mode with CDSL providers’ website directly.
Depository
3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website
HYPERLINK “http://www.cdslindia.com” www.cdslindia.com and click on login & New
System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on HYPERLINK “http://www.cdslindia.
com” www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where the evoting is in progress
and also able to directly access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either
on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name or
e-Voting service provider name and you will be re-directed to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
Individual Shareholders
2) If the user is not registered for IDeAS e-Services, option to register is available at https://
holding securities in
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.
demat mode with NSDL
nsdl.com/SecureWeb/IdeasDirectReg.jsp
Depository
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and
a Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
mode) login through their able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
Depository Participants CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
(DP) Click on company name or e-Voting service provider name and you will be redirected to
e-Voting service provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
48 | Thirumalai Chemicals Limited

Important note: Members who are unable to retrieve User Dividend Enter the Dividend Bank Details or Date of Birth
ID/ Password are advised to use Forget User ID and Forget Bank (in dd/mm/yyyy format) as recorded in your
Password option available at abovementioned website. Details demat account or in the company records in
order to login.
Helpdesk for Individual Shareholders holding securities OR Date
in demat mode for any technical issues related to login of Birth • If both the details are not recorded with the
through Depository i.e. CDSL and NSDL (DOB) depository or company, please enter the
member id / folio number in the Dividend
Login type Helpdesk details Bank details field.
Individual Members facing any technical issue
(ii) After entering these details appropriately, click on
Shareholders in login can contact CDSL helpdesk
holding securities by sending a request at helpdesk. “SUBMIT” tab.
in Demat mode [email protected] or contact at (iii) Shareholders holding shares in physical form will then
with CDSL toll free no. 1800 22 55 33 directly reach the Company selection screen. However,
Individual Members facing any technical issue shareholders holding shares in demat form will now reach
Shareholders in login can contact NSDL helpdesk
‘Password Creation’ menu wherein they are required
holding securities by sending a request at evoting@nsdl.
to mandatorily enter their login password in the new
in Demat mode co.in or call at : 022 - 4886 7000 and
with NSDL 022 - 2499 7000 password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions
Step 2: Access through CDSL e-Voting system in case of of any other company on which they are eligible to vote,
shareholders holding shares in physical mode and non- provided that company opts for e-voting through CDSL
individual shareholders in demat mode. platform. It is strongly recommended not to share your
(i) Login method for Remote e-Voting for Physical password with any other person and take utmost care
shareholders and shareholders other than individual to keep your password confidential.
holding in Demat form.
(iv) For shareholders holding shares in physical form, the
a. The shareholders should log on to the e-voting details can be used only for e-voting on the resolutions
website www.evotingindia.com. contained in this Notice.
b. Click on “Shareholders” module.
(v) Click on the EVSN for the relevant <Company Name> on
c. Now enter your User ID which you choose to vote.
• For CDSL: 16 digits beneficiary ID,
(vi) On the voting page, you will see “RESOLUTION
• For NSDL: 8 Character DP ID followed by 8
DESCRIPTION” and against the same the option “YES/
Digits Client ID,
NO” for voting. Select the option YES or NO as desired.
• Shareholders holding shares in Physical Form
The option YES implies that you assent to the Resolution
should enter Folio Number registered with the
and option NO implies that you dissent to the Resolution.
Company.
d. Next enter the Image Verification as displayed and (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view
Click on Login. the entire Resolution details.

e. If you are holding shares in demat form and had (viii) After selecting the resolution, you have decided to
logged on to www.evotingindia.com and voted vote on, click on “SUBMIT”. A confirmation box will be
on an earlier e-voting of any company, then your displayed. If you wish to confirm your vote, click on
existing password is to be used. “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
f. If you are a first-time user follow the steps given
below: (ix) Once you “CONFIRM” your vote on the resolution, you will
For Physical shareholders and other than not be allowed to modify your vote.
individual shareholders holding shares in (x) You can also take a print of the votes cast by clicking on
Demat.
“Click here to print” option on the Voting page.
PAN Enter your 10-digit alpha-numeric *PAN issued
by Income Tax Department (Applicable for (xi) If a demat account holder has forgotten the login
both demat shareholders as well as physical password then Enter the User ID and the image
shareholders) verification code and click on Forgot Password & enter
• Shareholders who have not updated the details as prompted by the system.
their PAN with the Company/Depository (xii) There is also an optional provision to upload BR/POA if
Participant are requested to use the
any uploaded, which will be made available to scrutiniser
sequence number sent by Company/RTA or
contact Company/RTA. for verification.
 Statutory Reports Annual Report 2023-24 | 49

(xiii) Additional Facility for Non – Individual Shareholders B. The voting rights of shareholders shall be in proportion
and Custodians –For Remote Voting only. to their shares of the paid up equity share capital of the
• Non-Individual shareholders (i.e. other than Company.
Individuals, HUF, NRI etc.) and Custodians are C. The Board of Directors has appointed Mr. Manoj Mimani of
required to log on to www.evotingindia.com and M/s. R.M. Mimani & Associates LLP, Company Secretaries
register themselves in the “Corporates” module. (Membership No. ACS 17083) and failing him Mrs. Ranjana
• A scanned copy of the Registration Form bearing Mimani, Practicing Company Secretary (Membership No.
the stamp and sign of the entity should be emailed FCS 6271) as the Scrutiniser to scrutinise the voting at
to [email protected]. the meeting and remote e-voting process in a fair and
transparent manner.
• After receiving the login details a Compliance
D. The Scrutiniser shall within a period not exceeding two
User should be created using the admin login and
(2) working days from the conclusion of the e-voting
password. The Compliance User would be able to
period unblock the votes in the presence of at least two
link the account(s) for which they wish to vote on.
(2) witnesses not in the employment of the Company and
• The list of accounts linked in the login will be mapped make a Scrutiniser’s Report of the votes cast in favour or
automatically & can be delink in case of any wrong against, if any, forthwith to the Chairman of the Company.
mapping.
II. Details of Director/Auditors Seeking Appointment/
• It is Mandatory that, a scanned copy of the Board Re-appointment as Required Under Regulation 36(3)
Resolution and Power of Attorney (POA) which they & (5) of the SEBI (Listing Obligations And Disclosure
have issued in favour of the Custodian, if any, should Requirements) Regulations, 2015:
be uploaded in PDF format in the system for the a. Re-appointment of retiring Director: (Item no. 3)
scrutiniser to verify the same. Mr. P. Mohana Chandran Nair, (DIN: 07326079) aged 71,
the Non-Executive Directors of the Company is liable
• Alternatively Non Individual shareholders
to retire by rotation. He is also the Managing Director of
are required mandatory to send the relevant
TCL Intermediaries Private Limited, the Wholly Owned
Board Resolution/ Authority letter etc. together
Subsidiary of the Company. As he is retiring by rotation
with attested specimen signature of the duly
at this AGM, it is proposed to re-appoint him as Director
authorised signatory who are authorised to vote,
of the Company. His brief profile is given below:
to the Scrutiniser and to the Company at the email
address viz; [email protected]/mmimani@csrma. Mr. P. Mohana Chandran Nair is a Chemical
Qualification
Engineer with about 40 years of experience.
in and [email protected], if
they have voted from individual tab & not uploaded Expertise He has occupied various roles at Rashtriya
same in the CDSL e-voting system for the scrutiniser in specific Chemicals and Fertilizers Ltd (RCF), where
functional he started his career as a Trainee, and grew
to verify the same.
areas to Executive Director. He was the Head of
PROCESS TO REGISTER EMAIL/MOBILE NO. FOR Operations and Profit Centre Head at RCF,
SHAREHOLDERS WHO HAVE NOT REGISTERED THE before he joined TCL. He has extensive
SAME WITH THE COMPANY/DEPOSITORIES. experience in Manufacturing, Engineering,
Project Management, Technology,
(i) For Physical shareholders- please provide necessary
Commercial, etc. During the last Nine years in
details like Folio No., Name of shareholder, scanned copy TCL, his performance has been outstanding.
of the share certificate (front and back), PAN (self-attested He has consistently set high targets in
scanned copy of PAN card), AADHAR (self-attested Safety, Efficiency, Energy, and Costs, and has
scanned copy of Aadhar Card) by email to Company/ motivated and led diverse teams to deliver on
RTA email id. these goals. He has also led a comprehensive
change management initiative in the
(ii) For Demat shareholders -, Please update your email id Company successfully. He is currently the
& mobile no. with your respective Depository Participant Managing Director of TCL Intermediaries
(DP) Private Limited, the Wholly Owned Subsidiary
of the Company.
(iii) For Individual Demat shareholders – Please update your
Relationship NIL
email id & mobile no. with your respective Depository
with Director
Participant (DP) which is mandatory while e-Voting &
Directorship Managing Director of the WOS of the
joining virtual meetings through Depository.
in other Company – TCL Intermediaries Private
If you have any queries or issues regarding e-Voting from the Companies Limited
CDSL e-Voting System, you can write an email to helpdesk. Shareholding NIL
[email protected] or contact at toll free no. 1800 22 55 33 in the
Company
50 | Thirumalai Chemicals Limited

The Directors recommend the Resolution set out at item No. 3 of the accompanying notice for your approval. Except Mr. P.
Mohana Chandran Nair, none of the other Directors and Key Managerial Personnel of the Company and their relatives is, in any
way, concerned or interested, financially or otherwise in the Resolution set out at item No. 3.

III. EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013.
ITEM 4
Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors at their meeting held on
May 15, 2024 re-appointed Mrs. Ramya Bharathram, aged 51, as Managing Director and CFO of the Company for a period of 3
years commencing from May 26, 2024 subject to the approval of shareholders at the Annual General Meeting of the Company.
Her brief profile is given below:

Qualification Mrs. Ramya Bharathram, is a Commerce Graduate and has completed her Inter CA.
Expertise in • She has worked with M/s Lakshmikumaran & Sridharan, a leading Law firm, at Delhi, where she
specific functional specialised in Indirect Taxation (Excise & Customs) and in International Trade Laws, Antidumping &
areas Safeguard matters & actions.
• She has worked in M/s Deloitte, in Assurance & Consulting services for corporate clients.
• In 2006 / 7, she was selected to attend various business programs at IMD, Switzerland and at the
Kellogg School of Management, Chicago.
• She has been working in TCL for the last 16 years, where she has supported the Managing Director
in the company’s Business Reorganisation, in Finance & Regulatory matters, and the restructuring
of its Banking.
• She next headed and led growth of the Food Ingredients and Fine Chemicals businesses of the
Company.
• Since 2015 she has led the Company’s growth strategy & execution, including Projects, in addition
to her current Role as Managing Director and CFO.
• She has completed a 3-year senior Management Program at Harvard Business School in 2017.
She has over 20 years of experience.
Relationship with Mr. R. Sampath – Director (Relative)
Director
Directorship in i. Jasmine Limited
other Companies
ii. N. R. Swamy Investments Private Limited
Shareholding in 338920 Equity Shares
the Company

As Managing Director Mrs. Ramya Bharathram shall perform 4 of the Notice, to the extent of their shareholding interest, if
such functions as may from time to time be entrusted to her by any, in the Company.
the Board. She shall be subject to the supervision and control
The statement containing additional information as
of the Board of Directors. She shall not be paid any sitting
required in Schedule V of the Companies Act, 2013:
fees for attending the meetings of the Board of Directors or
I. General information:
Committees thereof.
(1) Nature of industry – The Company is into manufacture of
Based on her performance, the Board is of the opinion that the Phthalic Anhydride, Maleic Anhydride and Food Acids.
appointment of Mrs. Ramya Bharathram as Managing Director
(2) Date or expected date of commencement of commercial
of the Company would be in the interest of the Company.
production - 1973.
Accordingly, the Board recommends the resolution in relation
to appointment of Mrs. Ramya Bharathram as Managing (3) In case of new companies, expected date of
Director, for the approval by the shareholders of the Company. commencement of activities as per project approved
by financial institutions appearing in the prospectus – Not
Except Mrs. Ramya Bharathram, and her relative Mr. R. Sampath,
Applicable
none of the other Directors and Key Managerial Personnel of
the Company and their relatives is, in any way, concerned or (4) Financial performance based on given indicators –
interested, financially or otherwise in the resolution set out at Mentioned in the Director’s Report.
item No. 4. The other relatives of Mrs. Ramya Bharathram may
(5) Foreign investments or collaborations, if any - Mentioned
be deemed to be interested in the resolution set out at Item No.
in the Director’s Report.
 Statutory Reports Annual Report 2023-24 | 51

II. Information about the appointee: and Disclosure Requirements) Regulations, 2015, the Board of
(1) Background details – Please refer explanatory statement Directors at their meeting held on May 15, 2024, recommended
Item No 4 the re-appointment of Mr. Rajeev Pandia as an Independent
Director for another term of 3 (three) consecutive years
(2) Past remuneration – (For last three years)
from July 25, 2024. Mr. Rajeev Pandia meets the criteria of
Year Amount Year Amount Year Amount Independence as prescribed under sub-section (6) of Section
FY 23- 1,41,42,000 FY 22- 3,16,47,000 FY 21- 4,08,42,000 149 of the Companies Act, 2013 and Regulation16(1)(b) of
24 23 22
the SEBI (Listing Obligations and Disclosure Requirements)
(3) Recognition or awards – Please refer explanatory Regulations, 2015. His brief profile is given below.
statement Item No 4
He is a Chemical Engineer from IIT, Bombay
(4) Job profile and her suitability – Mrs. Ramya Bharathram Qualification and holds a Master’s degree from Stanford
University, California, USA.
has considerable knowledge and experience in the
Chemical Industry with an established marketing Expertise During 2000-2002, he was the President
knowledge which is compatible with the Organisational in specific of Indian Chemical Council. He headed
functional Herdillia Chemicals Limited (later
requirements and had demonstrated her leadership
areas Schenectady Herdillia Limited and SI Group
ability while discharging her responsibility. – India Limited) from 1992 and was its
(5) Remuneration proposed – The proposed remuneration of Vice Chairman and Managing Director until
Mrs. Ramya Bharathram as mentioned in the resolution is December 2008. He was thereafter Group
Adviser and Director – Global Markets
in line with the provisions of Schedule V of the Companies
of SI Group, USA. He has been providing
Act, 2013.
extensive support for several years to the
(6) Comparative remuneration profile with respect to CMD and the Management team at TCL
industry, size of the Company, profile of the position and and OOSB.
person - The proposed remuneration of Mrs. Ramya Relationship NIL
Bharathram is commensurate with the position she with Director
occupies, size of your Company and as per the industry Directorship i. GRP Limited
standards. in other
ii. The Supreme Industries Limited
Companies
(7) Pecuniary relationship directly or indirectly with the iii. Ultramarine & Pigments Limited
Company, or relationship with the managerial personnel
iv. Excel Industries Limited
or other director if any. – Please refer explanatory
statement Item No 4 v. Supreme Petrochem Limited
Shareholding 2,400
III. Other information: in the
(1) Reasons of loss or inadequate profits - There is no Company
inadequacy of profit during the last 3 Financial Years.
Mr. Rajeev Pandia will attain the age of 75 years in December
(2) Steps taken or proposed to be taken for improvement - 2024. Hence in accordance with Regulation 17 (1A) of SEBI
Increased sales margins, cost control & reduction, focus (Listing Obligations and Disclosure Requirements) Regulations,
on working capital and interest management. 2015, the Company seeks consent of the members by way of
(3) Expected increase in productivity and profits in special resolution for continuation of his holding the office of
measurable terms - Productivity and profits are expected Independent Director even after attaining the age of 75 years
to increase in the coming years. during the currency of his proposed tenure.
The Board considers that his continued association would
ITEM 5
be of immense benefit to the Company and it is desirable
Mr. Rajeev Pandia, aged 74, was appointed as an Independent
to continue to avail services of Mr. Rajeev Pandia as an
Director of the Company by the members at the 46th AGM
Independent Director. Accordingly, the Board recommends
of the Company held on July 25, 2019 for a period of five
the resolution in relation to re-appointment of Mr. Rajeev
consecutive years which ends on July 24, 2024. As per
Pandia as an Independent Director, for the approval by the
Section 149(10) of the Act, Mr. Rajeev Pandia is eligible for re-
shareholders of the Company.
appointment on passing a special resolution by the Company.
After considering the performance evaluation of Mr. Rajeev Except Mr. Rajeev Pandia, none of the Directors and Key
Pandia, and based on the recommendation of the Nomination Managerial Personnel of the Company and their relatives
and Remuneration Committee and in terms of the provisions of are concerned or interested, financially or otherwise, in the
Sections 149, 150, 152 read with Schedule IV and any other resolution set out at Item No. 5.
applicable provisions of the Act and SEBI (Listing Obligations
52 | Thirumalai Chemicals Limited

ITEM 6 The Board believes that Mr. M Somasundaram’s association

It is proposed to appoint Mr. M. Somasundaram, aged 60 as an with the Company would be beneficial, and it is desirable to
Independent Director of the Company for a term of five years induct him as an Independent Director. Accordingly, the Board
from the conclusion of this Annual General Meeting. Based on recommends the resolution in relation to appointment of Mr. M.
the recommendation of the Nomination and Remuneration Somasundaram as an Independent Director, for the approval
Committee and in terms of the provisions of Sections 149, 150, by the shareholders of the Company.
152 read with Schedule IV and any other applicable provisions Except Mr. M. Somasundaram, none of the Directors and Key
of the Act and SEBI (Listing Obligations and Disclosure Managerial Personnel of the Company and their relatives
Requirements) Regulations, the Board of Directors have, are concerned or interested, financially or otherwise, in the
recommended the appointment of Mr. M. Somasundaram resolution set out at Item No. 6.
as an Independent Director for a term of five (5) consecutive
years from the conclusion of this AGM. Mr. M. Somasundaram ITEM 7
meets the criteria of Independence as prescribed under The Board at its meeting held on May 15, 2024, as
subsection (6) of Section 149 of the Companies Act, 2013 recommended by the Audit Committee, appointed M/s.GSVK
and Regulation16(1)(b) of the SEBI (Listing Obligations and & Co., Cost Accountants, having Registration No. 002371 at
Disclosure Requirements) Regulations, 2015. Block D, Flat 307, 3rd Floor, Shayam’s Yesgeeyes, SP Homes,
No. 156, Rajan Kuppam Road, Ayanambakkam, Chennai –
He is a qualified professional with a Bachelor
degree in Commerce (B. Com) from Madras 600 095 as Cost Auditors to audit the Cost Accounts of the
Qualification
University. He is also a qualified Cost Accountant Company and to issue Compliance Certificate for FY 24-25 for
and Company Secretary. a remuneration of `1,00,000/-, in addition to reimbursement
Expertise Mr. M Somasundaram is an experienced of out of pocket expenses. As per Rule 14(a) (ii) of Companies
in specific finance professional with over 35 years (Audit and Auditors) Rules 2024, the remuneration payable
functional of experience in various capacities in to the Cost Auditors has to be ratified by the Shareholders.
areas reputed organisations. He has expertise Hence this Resolution is placed for the consideration of the
in Accounting, Finance, Supply chain and
shareholders. None of the Directors and Key Managerial
Operations. He also has exposure to HR
function. Mr. Somasundaram has worked Personnel of the Company and their relatives is concerned or
in SRF Limited and Hindustan Unilever interested, financially or otherwise, in the resolution set out at
Limited. His last job was in Computer Age item No. 7. The Directors recommend the Resolution set out
Management Services Ltd (CAMS) as its at item No. 7 of the accompanying Notice for your approval.
Chief Financial Officer during which he
was part of the team that successfully led By Order of the Board
CAMS’ IPO and listing of its shares. For Thirumalai Chemicals Limited
Relationship NIL
with Director T.RAJAGOPALAN
Company Secretary
Directorship i. Sterling Software Private Limited
in other ii. CAMS Financial Information Services
Registered Office: Thirumalai House,
Companies Private Limited
Road No.29, Sion-East,
iii. Carmel Point Investments India Private
Mumbai - 400 022.
Limited
iv. CAMS Investor Services Private Limited June 1, 2024
Shareholding NIL
in the
Company
 Statutory Reports Annual Report 2023-24 | 53

Directors’ Report – for FY 23-24

With Management Discussion & Analysis

To,
The Members,
Thirumalai Chemicals Limited
Your Directors are pleased to present to you the Fifty First Annual Report & Audited Statement of Accounts of the Company for
the Financial Year ended March 31, 2024. The Management Discussion and Analysis has also been incorporated into this report.

Standalone Financial Results of Thirumalai Chemicals Ltd. – Summary

(In ` lakhs)
Sl. Year Ended Year Ended
Particulars
No. March 31, 2024 March 31, 2023
1 Revenue from Operations 1,98,681 1,84,727
2 Other Income 3,802 4,426
3 Total Income 2,02,483 1,89,153
4 Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA) 12,616 21,996
5 Interest and Finance Charges (4,357) (3,362)
6 Profit/(Loss) before Depreciation and Tax 8,259 18,634
7 Depreciation (3,418) (3,003)
8 Profit before Tax (PBT) 4,841 15,631
9 Provision for Tax (1,127) (3,473)
10 Profit after Tax 3,714 12,158
11 Provision for Deferred Tax (84) (205)
12 Profit after Tax (PAT) 3,630 11,953

y The Net Revenue includes Export Earning (FOB) during the year was ` 17,824 lakhs (Previous Year: ` 20,706 lakhs).

Consolidated Financial Reports – FY23-24

(In ` lakhs)
Sl. Year Ended Year Ended
Particulars
No. March 31, 2024 March 31, 2023
1 Revenue from Operations 2,08,313 2,13,224
2 Other Income 1,934 3,015
3 Total Income 2,10,247 2,16,239
4 Gross Profit before Interest, Finance Charges and Depreciation (EBITDA) 7,036 21,634
5 Interest and Finance Charges (4,171) (3,125)
6 Profit before Depreciation and Tax 2,865 18,509
7 Depreciation (6,320) (5,568)
8 Profit/(Loss) before Tax (PBT) (3,455) 12,941
9 Provision for Tax (1,105) (3,790)
10 Profit/(Loss) after Tax (4,560) 9,151
11 Provision for Deferred Tax 681 (168)
12 Profit/(Loss) after Tax (PAT) (3,879) 8,983
54 | Thirumalai Chemicals Limited

The Dividend input costs on to customers, as they face their own crises.
Based on the performance of the Company and the anticipated The chemical industry was particularly unable to pass on the
Investments in various Projects that have been announced, logistics cost increase resulting from the Middle East conflicts
your Directors have recommended a dividend of ` 1/- per to customers.
share for the Financial Year 23-24 (previous year ` 1.50/-per TCL and its subsidiaries have responded to these multiple
share was paid). This would result in an out flow of ` 1,024 challenges and volatility with excellent speed and adaptability.
lakhs, if approved by the shareholders at the Annual General Our initiatives over the last five years—robust planning
Meeting. systems, continuous investment in technologies and plant
The company began its operations with cash and cash improvement, tightening of working capital, intense training
equivalent balance of `4,487 lakhs (Previous year `15,898 and development of staff, and significantly reduced operating
lakhs). During FY 23-24 it generated cash from operating and breakeven costs—have greatly helped us navigate this
activities to the extent of `12,904 lakhs (net) (Previous year turbulence. This was possible only because of our mature and
`1,663 lakhs). The company generated a cash of `19,675 experienced management team, supported by well-trained
lakhs (Previous year outflow `29,973 lakhs) through investing middle management in all departments: Manufacturing,
activities. On account of financing activities there was an Marketing, Commercial, Technology, Finance, and Risk
outflow of `21,409 lakhs against an inflow of `16,618 lakhs. Management.
The closing cash and cash equivalent balance remained at TCL and its subsidiaries quickly moved to alternate suppliers
`15,975 lakhs (Previous year `4,487 lakhs). and markets to address weaknesses in these areas.

MANAGEMENT DISCUSSION AND ANALYSIS Business performance – FY24

Global Challenges and our response The fiscal year 2023-24 witnessed a dynamic journey for
The world has faced several new and severe challenges our business, marked by fluctuations in performance amidst
over the past two years, including the economic slowdown evolving market conditions. The year kicked off on a strong
in the Far East and Europe, as well as deepening geopolitical note, showcasing our robust operational efficiency, high-
tensions. The war in Ukraine, the major conflict in the Middle capacity manufacturing, and higher levels of production, sales,
East, and the consequent crisis in the Red Sea have created and collections. This performance was driven by solid domestic
severe problems and risks. The tensions in the South China market demand for our products. The second quarter began
Sea between China, the Philippines, and Taiwan raise the risk the slide that would lead to severe hits in the second half of the
of a major conflagration. The economic standoff between financial year for us, and the entire chemical industry. Q2 and
China and the US raises the temperature further, distorting Q3 were extremely difficult, given dull demand and margin
trade and causing a severe crisis in shipping in recent weeks. compression. Amid the volatility and uncertainty among our
customers, along with aggressive destocking, we used this
Major downstream industries in the chemical and polymer period to work on improving efficiencies and implementing
sector are faced with sharply reduced demand due to severe cost reductions.
customer destocking, demand drops, and reduced margins.
China’s economy did not bounce back as expected, affecting Total
Sl. EBITDA in ` PBT in `
Quarter Income in `
Far East and Rest of Asia volumes and margins in our industry. No.
lakhs
lakhs lakhs
European demand is stagnating and in some areas has shrunk
1 Q1 FY23-24 47,586 4,864 2,716
significantly. The global and Indian chemical industry had to
2 Q2 FY23-24 56,983 3,788 1,625
react and navigate each of these challenges without prior
3 Q3 FY23-24 47,620 1,622 (114)
warning.
4 Q4 FY23-24 50,294 2,342 614
Most industries, including ours, have encountered sharp
The decline in Q3 was primarily due to the economic downturns
volatility in commodity prices since 2021. Fluctuating
and supply chain disruptions. Logistics costs increased across
commodity prices have been a major concern, as stability
the globe. Our investments in new plants and technologies
in raw materials, product, and energy prices are essential for
from 2016 to 2019 helped us prioritise efficiency, cost control,
planning business operations, production, stocking, costs and
and capacity utilisation. Despite the problems, quick changes
margins, and working capital requirements. Equally important
in our marketing approach helped us sell the entire volume
is the stability in supply chain, which has been experiencing
during this period.
numerous shocks since the beginning of the pandemic.
We started several initiatives in FY 21-22, including process
Falling demand coupled with sharp inflation of input costs
safety management, equipment reliability programs, and
creates additional pressure on margins. Operational efficiency,
quality improvements. These initiatives reached maturity
cost management in plants, and production planning are
during the year and improved our productivity, product quality,
severely impaired. Most industries, especially the chemical
safety, and capacity utilisation while significantly reducing
industry, were not able to pass the increases in logistics and
 Statutory Reports Annual Report 2023-24 | 55

costs. This was crucial as margins had become one of the In the beginning of the year, there was the after effect of
lowest in the last 30 years. poor demand in Europe in various user segments with the
Ukraine war and energy crisis affecting all industrial sectors
Phthalic Anhydride:
and consumption. Many consumers in the Industrial, Food
While domestic product demand remains excellent, margins
and Animal feed segments had carried over inventory from
have been one of the worst ever. For some months, there
previous years resulting in lower demand for ingredients
have been negative spreads between raw materials and
and additives. In the meantime, poor local demand in China
finished products. In India, growth and demand have occurred
resulted in large exportable surplus of food ingredients in the
mainly in plastics, paints and coatings, and composite resins,
second quarter of the year resulting in low priced Chinese
driven principally by the automotive, construction, and public
products flooding the European and Asian markets.
infrastructure sectors.
In the latter part of the year, your company’s exports to US
The Indian government has been supportive of the growth
and Europe were severely impacted by high freight costs and
of the chemical industry, promoting initiatives such as
some specific input costs due to the Red Sea Crisis, which
AATMANIRBHAR BHARAT to boost domestic manufacturing.
could not be passed on to the consumers.
During this financial year, two new plants were commissioned
in India. TCL will also be starting up a new plant in its 100% This combination of poor demand in EU and surplus crisis from
subsidiary at Dahej in Q2-Q3 FY25. These expansions will not China resulted in temporary supply excess affecting finished
only cater to Indian demand but also help our export efforts, product prices and sales volume.
which is vital for earning foreign exchange. This will help hedge
Therefore, the Food Ingredients performance was
our plants to increase imports of raw materials. We expect the
characterised by lower margins for the fiscal year 2023-24.
Phthalic Anhydride industry to grow robustly between 5% and
However, excellent customer relationships, steady operating
6.5%, which will lead to the absorption of all new capacities
performance, ensured that the business still made profits
within the next two years. Volatility in the price of the raw
under such testing market conditions.
material, ortho-xylene, due to global supply contractions,
fluctuating crude oil prices, and competing demand for Demand for the other fine chemical products by your
higher-priced gasolines, will be the feedstock challenges company remained robust though margins were impacted
that we will face. However, we are well prepared to handle because of low prices. Despite the challenges, your company
these challenges as our import terminals and infrastructure in has navigated a dynamic landscape characterised by evolving
Chennai and Gujarat give us added flexibility. market demands and regulatory shifts. The company’s robust
supply chain and operational efficiencies ensured resilience
Our expansion at Dahej, which includes significant capacity
amid the fluctuations.
additions in PA and fine chemicals by-product recovery, will
address our long-standing need to be closer to raw material Human Resource and Strengthening the Organisation:
supplies and positioned within the center of 80% of our Our company faced significant challenges in human capital
market. We are leveraging the most advanced technology at development. As we grow succession planning and integration
this plant, drawing on our experience of replacing two older in key roles became pivotal in our HR agenda. To address this,
plants with a state-of-the-art facility in South India about four we brought in senior professionals and internally promoted
years ago. This investment brings world-class capacity with young managers into these roles. Your company is well
exceptional reliability, energy and yield efficiency, low-cost known for 45 years for its efficient training and development
operations, and a high degree of automation and safety. In programmes. These continue to be improved and modernised.
addition to providing the lowest energy footprint globally, the
fine chemicals recovery from wastewater generates a valuable We embarked on a journey to benchmark the best HR
revenue stream for both domestic and export markets. The practices and realign our policies and procedures to
investment is designed to allow for quick and cost-effective meet evolving industry standards. Additionally, numerous
capacity doubling. engagement activities were organised to nurture a sense of
belonging among employees. We observed significant stability
Upon stabilisation, TCL will be the largest producer of this in employee turnover. This improvement is a testament to our
particular raw material globally. Despite the difficult situation focused efforts in human capital management.
in the market, we are confident that robust market growth, our
cost leadership, and our logistics position will yield excellent New investments & Projects
results in the next few years. Dahej Project
Our project in Dahej through our subsidiary TCL Intermediates
Fine Chemicals and Food Ingredients:
Private Limited saw the start-up of Fumaric Acid production
The year was characterised by a combination of external
in January 2024. The rest of the plant is expected to be
factors that affected the performance of the Food Ingredients
completed soon. The team is working very hard to drive the
business of your company.
project to completion.
56 | Thirumalai Chemicals Limited

US Project and US Subsidiary Activities Malaysia. With the start-up of our Dahej subsidiary and our
Work on the project in the US is in the final stages of civil US subsidiary, our export volume is set to increase many
construction. About 80% of the plant is being assembled and fold. Having a local presence is essential as it allows direct
constructed modularly at our TCL Technology and Engineering access to customers, better service and compliance, and
(TCL TE) Division in India. All other equipments purchased improved margin capture. In a volatile market, it also provides
from Japan, Europe, and North America has already arrived the flexibility for quick repositioning.
at the site. We expect all the modules to be shipped out soon. Our Subsidiary in Malaysia
The COVID-19 crisis, followed by the Ukraine war and the During the year FY 23-24, like most of other chemicals, Maleic
Red Sea shipping crisis, delayed engineering, equipment Anhydride business was also adversely impacted due to drop
manufacturing, and shipping. However, we have managed to in global Maleic Anhydride demand and low prices in the Far
make up part of the lost time. East, Asian and European regions. In spite of overall pressure
This modular design is unique and offers significant of Maleic Anhydride demand, during this year, the company
advantages in construction safety, supervision, inspection, has sold all its production.
testing quality, and post-construction performance. This will Scheduled re-catalyzation in two oxidation reactor trains were
not only be the largest manufacturing plant for these food undertaken. Even after shutdown of these trains, production
ingredients but also one of the most modern and efficient. in FY 2024 was at the similar levels of FY 2023. The Company
The subsidiary will manufacture petrochemicals and fine continued to implement several improvement programmes to
chemicals/food ingredients for the North American, European, improve efficiencies and reliability.
and Latin American markets. This strategic location will
address the largest markets for these products and offer As part of the company policy to increase its downstream
significant advantages in raw material sourcing and logistics. portfolio to improve performance, OOSB has developed a
few new products in FY24 for specialty applications and for
Our Subsidiary in the Netherlands TCL Global B.V.
industrial feedstock; and received approvals and bulk orders
The European subsidiary, TCL Global B.V., has completed its
from customers. Work on more new products is ongoing.
third year of operations and continues to grow its marketing
and distribution network, serving customers from the UK Going forward, increased use of bio-degradable plastics will
to Turkey. Despite facing serious headwinds in Europe, TCL significantly increase the demand of Maleic Anhydride, as
Global currently distributes our products from India and these are fast catching on.

STANDALONE FINANCIAL RESULTS OF THE SUBSIDIARY (OOSB)

(USD in Mn)
Sl. Year Ended Year Ended
Particulars
No. March 31, 2024 March 31, 2023
1 Revenue from Operations 34.75 50.68
2 Other Income 0.67 0.86
3 Total Revenue 35.42 51.54
4 Gross Profit/(Loss) before Interest, Finance Charges and Depreciation (EBITDA) (1.75) 3.03
5 Interest and Finance Charges (0.18) (0.2)
6 Profit/(Loss) before Depreciation and Tax (1.93) 2.83
7 Depreciation (3.01) (3.06)
8 Loss before Tax (4.94) (0.23)
9 Provision for Tax 0.99 (0.16)
10 Profit/(Loss) after Tax (3.95) (0.4)
11 Loss after Tax (3.95) (0.4)

Finance and Accounts: initial equity requirements of the U.S. subsidiary out of the
Despite various challenges faced by your company due accumulated surplus funds generated over the previous
to the external environment, it has been able to generate few years. Your company was able to efficiently manage the
adequate funds during the year to meet its operating cash working capital cycle and focus on its operational needs. Your
flow requirements and also deploy additional funds as equity company will continue to strive to focus on generating cash
to its domestic subsidiary in Dahej. This is after meeting the flows from operations and building more reserves for meeting
its inorganic growth opportunities.
 Statutory Reports Annual Report 2023-24 | 57

Your company continues to emphasise process-driven new business segments. With manufacturing bases in India
initiatives in all areas of operations, starting from the and Asia, and recent investment in the resource-rich North
manufacturing plants to various billing locations. Various American market, we see exciting prospects to expand our
subcommittees of the Board periodically monitor the progress product range across various market segments.
in each area of operation and review the mitigation measures
People:
implemented by the company in reducing various types of
risks. They also review the internal controls (both manual and At your company, we implement comprehensive technical
systemic) built-in to address the processes being followed. training programs tailored specifically for new graduates. Our
commitment to continuous learning ensures that all employees
The continuing inflationary trend in the United States and the have access to ongoing training opportunities, allowing them
absence of anticipated interest rate reduction by the U.S. Fed to stay at the forefront of industry advancements. Recently,
has adversely impacted the interest rates of foreign currency we have introduced innovative programs focused on safety
loans in both India and abroad. Your company is constantly leadership, underscoring our dedication to creating a secure
engaging with banks and forex experts to explore avenues of and productive work environment. These initiatives not only
reduction in interest costs and is also negotiating hard to bring enhance technical competencies but also cultivate essential
down each and every aspect of finance costs. Your company leadership skills, preparing our workforce to handle complex
has been taking steps to mitigate risks that arise due to foreign challenges safely and effectively. We believe that by investing
currency fluctuations by using various derivative products in our employees’ growth, we are building a stronger, more
available. resilient organisation.
Looking forward to FY24-25: Public Initiatives:
In navigating the volatile landscape of the chemical industry, Your company believes that social responsibility is an integral
your company remains steadfast in its commitment to ride part of doing business. In line with this thought we continue
out downward cycle in the market. Notably, the demand for to be actively involved in social initiatives in the fields of health
our flagship product, Phthalic Anhydride, remains robust, care, education and community development.
serving as a cornerstone of stability amidst fluctuating market
conditions. Furthermore, the increasing capacities within key We support local services and as part of this, have provided
customer segments such as paints and plasticizers signify new chairs and tables to the collector’s office to improve
promising growth opportunities. By continuously optimising their work environment. Additionally, we have equipped the
our cost structure, we position ourselves as a reliable and local police department with CCTV cameras and laptops to
significant producer, ensuring sustained profitability and enhance security and efficiency.
market relevance. Your company plays an active role in industry associations
Additionally, our forward-thinking approach extends to like the Indian Chemical Council (ICC), Confederation of Indian
exploring new avenues for growth and differentiation. With Industry (CII) and Chemical Industries Association. Through
a focus on servicing higher priced segments within the these associations the company also participates in Industry
food ingredients market, we aim to capitalise on premium initiatives and government interactions to represent various
opportunities, aligning with evolving consumer preferences issues of the industry to relevant authorities. Improvement
and market dynamics. However, amidst our pursuit of growth, in trade policy, international trade negotiations and tariff
challenges such as the influx of low-priced imports from concession for the industry wre some of the key areas of
China persist, necessitating proactive measures and strategic engagement during the year.
responses. Through the implementation of trade remedies Overall, your company remains dedicated to fostering
and vigilant market monitoring, we safeguard our interests positive change through various initiatives, partnerships, and
and preserving fair market practices. Moreover, the imminent contributions aimed at improving public welfare, healthcare,
completion and commissioning of the second phase of Dahej education and industry development.
project underscore our commitment to continue being a
reliable partner to all our customers and other stakeholders. OUR ASSOCIATES
This further bolster our competitive edge and position us for None of our successes would be possible without the interest
sustained success in the global chemical domain. and participation of our stakeholders, including customers,
bankers, suppliers, distributors, consultants, government
New Business:
agencies, and local communities.
In the last fiscal year, we formed a team to identify new
product lines in various chemistry and look at feasibility, We look forward to the ongoing involvement of all stakeholders
market demand and other relevant details for establishing in the company’s activities and to sharing in its future
achievements.
58 | Thirumalai Chemicals Limited

BOARD AND MANAGEMENT At this time, the management would like to acknowledge the
The Board of your Company consists of significant contributions of these Directors. Their support and
valuable advice over the past decade have been instrumental
y The Chairman & Managing Director - Mr. R. Parthasarathy in the company’s growth, particularly in strategic planning and
y Managing Director & Chief Financial Officer – Mrs. Ramya
Bharathram
efficiency improvements, paving the way for our continued
success.

y Seven Independent Non-Executive Directors: Our Directors play a highly active role in the company, bringing
− Mr. R. Ravi Shankar expertise in Business Strategy and Management, Technology,
Finance and Accounting, Governance, Project Appraisal and
− Mr. Raj Kataria Management, and Government Relations.
− Mr. Dhruv Moondhra
Their frequent and intense interactions with the management
− Mr. Arun Ramanathan team occur through board and committee meetings, reviews,
− Mr. Rajeev M Pandia suggestions, criticisms, and advice over the past decade.

− Mrs. Bhama Krishnamurthy The executive management team has been transparent in
presenting and discussing initiatives, plans, failures, issues,
− Mr. Arun Alagappan
and responses.
y Two Non-Executive Director:
This healthy and open interaction has been of immense value
− Mr. R. Sampath – Chairman - Ultramarine and Pigments to the governance, health and growth of the company.
Ltd.
The Committees in the Board, especially the Risk Management
− Mr. P. Mohana Chandran Nair – Managing Director - TCL Committee, Business Review Committee and the Audit
intermediates Private Limited
Committee met often and participated in depth by setting
They are supported closely by goals, reviewing performance, correcting slippages and
monitoring execution.
y Mr. C.G. Sethuram – Group Chief Executive Officer
The Nomination & Remuneration Committee, Stakeholders
y Mr. Sanjay Sinha – Chief Executive Officer
Relationship Committee and the Corporate Social
y Mr. T. Rajagopalan – Company Secretary Responsibility Committee have been active in their respective
And the Business and Functional Heads roles.

y Mr. S. Venkatraghavan - President – Food Ingredients Further details of these are given in the Corporate Governance
Report.
y Mr. R. Srinivasaraghavan - President – Factory Operations
Pursuant to the provisions of Section 149 of the Act, the
y Ms. J. Radha - Executive Vice President, Finance
Independent Directors have submitted declarations that each
y Mr. B. Krishnamurthy - Executive Vice President, Accounts
& Systems
of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder
The term of appointment of the Managing Director of the and Regulation 16(1)(b) of the SEBI Listing Regulations. There
Company, Mrs. Ramya Bharathram will be expiring on May has been no change in the circumstances affecting their
25, 2024, and the Board recommends her re-appointment as status as independent directors of the Company.
the Managing Director of the Company for a further period of
three years from May 26, 2024.
SOCIAL RESPONSIBILITY:
Your Company continues to play an active and important role
Mr. Rajeev Pandia’s tenure as Independent Director of the in the welfare of the local communities.
Company expires on July 24, 2024. Hence it is proposed to
reappoint him as Independent Director of the Company for a The Founders of your Company, Mr. N.S. Iyengar and Mr. N.R.
further period of three (3) years at the ensuing Annual General Swamy had set up the Thirumalai Charity Trust (TCT) in 1970,
Meeting. and The Akshaya Vidya Trust (AVT) in 1994.

The 2nd term of the following Independent Directors of the Thirumalai Chemicals supports TCT financially and through
Company will end on August 5, 2024: management reviews and in their infrastructure planning &
development process.
Mr. R. Ravi Shankar
The TCT works in Ranipet District where our main Indian
Mr. Raj Kataria manufacturing site is located, since 1983, providing services
Mr. Dhruv Moondhra in Community Healthcare, Women’s Empowerment, Disability,
De-addiction, and Village development.
 Statutory Reports Annual Report 2023-24 | 59

The TCT founded and operates the Thirumalai Mission Hospital, fair view of the state of affairs of the Company at the
which provides health coverage to 315 village with 36,500 end of the Financial Year and of the Profit or Loss of the
households and 150K population and over 100 medical Company for that period.
camps/year with experienced consulting physicians. TCT is
iii) We have taken proper and sufficient care to maintain
embarking on an ambitious expansion project to augment the
adequate Accounting Records in accordance with the
existing 50-bedded to 100 bedded hospital.
provisions of this Act for safeguarding the assets of the
This addresses a critical need of the community. Company and for preventing and detecting fraud and
other irregularities.
School Community Development coverage is 6 Villages,
primary aim of these visits was to engage with the local iv) We have prepared the Annual Accounts on a going
communities and raise awareness on key social and concern basis.
environmental issues while showcasing our school’s activities.
v) Proper Internal Financial Controls were in place and that
Industrial Relations: the Financial controls were adequate and were operating
Industrial Relations during the year under review continued to effectively.
be very cordial. vi) Systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
Finance:
operating effectively.
All taxes and statutory dues have been paid on time. Payment
of interest and instalments to the Financial Institutions and Business Risk Management
Banks are being made as per schedule. Your Company has Business Risk Evaluation and Management is an ongoing
not collected any Fixed Deposits during the Financial Year. process within the Organisation. The Company has a robust
risk management framework to identify, monitor and minimise
Exports:
risks. The composition of the Committee is given below:
Calculated on FOB basis, Exports amounted to `17824 lakhs
(previous year `20,706 lakhs) Sl.
Name of member Category
No.
Related Party Transactions 1 Mr. Rajeev M. Pandia Independent Director &
All transactions entered into with Related Parties (as defined Chairman
under the Companies Act, 2013) during the Financial Year 2 Mr. Dhruv Moondhra Independent Director
were in the ordinary course of business and on an Arm’s 3 Mrs. Ramya Bharathram Managing Director
length pricing basis, and do not attract the provisions of 4 Mr. Sanjay Sinha Chief Executive Officer
Section 188 of the Companies Act, 2013 and were within 5 Mr. B. Krishnamurthy Executive Vice President
the ambit of Reg. 23 of the SEBI (Listing Obligations and Accounts & Systems
Disclosure Requirements) Regulations, 2015. There were no
materially significant transactions with related parties during Vigil Mechanism / Whistle Blower Mechanism
the Financial Year which were in conflict with the interests of The Company has a vigil mechanism to deal with instances
the Company. Suitable disclosure as required by the Indian of fraud and mismanagement, if any. The details of the Policy
Accounting Standards (Ind AS24) has been made in the notes are explained in the Corporate Governance Report and also
to the Financial Statements. posted on the website of the Company.

The Board has approved of a policy for Related Party Corporate Social Responsibility (CSR) Committee:
Transactions which has been uploaded on the Company’s The Committee recommended continuing support for the
website. Thirumalai Charity Trust’s Health and Rural Development
Directors’ Responsibility Statement: Projects and for the Akshaya Vidya Trust’s Educational
Programmes.
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors The composition of the Corporate Social Responsibility
make the following statements in terms of Section 134(3)(c) of Committee is given below:
the Companies Act, 2013: Sl.
Name of member Category
No.
i) In preparation of the Annual Accounts, the applicable
1 Mr. Arun Ramanathan Independent Director &
Accounting Standards have been followed along with
Chairman
proper explanation relating to material departures.
2 Mrs. Bhama Krishnamurthy Independent Director
ii) We have selected such Accounting policies and applied 3 Mr. R. Sampath Director (Promoter)
them consistently and made judgments and estimates
A detailed note is given in the Corporate Governance report.
that are reasonable and prudent so as to give true and
60 | Thirumalai Chemicals Limited

Total Expenditure on Corporate Social Responsibility Appraisal of Board’s performance:

(CSR) as percentage of profit after tax (%): It includes setting individual and collective roles and
The Company’s total spending on CSR is 2% of the average responsibilities of its Directors, creating awareness among
profit after taxes in the previous three Financial Years towards Directors about their expected level of performance and
Health and Sanitation Programmes thereby improving the effectiveness of the Board.
The CSR report is set out in the Annexure B to the Directors’ Board evaluation contributes significantly to improved
report. performance and aims at,

Statement pursuant to Listing Regulations: a. Improving the performance of Board in line with the
Your Company’s shares are listed with the National Stock corporate goals and objectives.
Exchange of India Ltd. and the BSE Ltd. We have paid the b. 
Assessing the balance of skills, knowledge and
annual listing fees and there are no arrears. experience on the Board.
Business Responsibility and Sustainability Report: c. Identifying the areas of concern and issues to be focused
Regulation 34(2) of the SEBI Listing Regulations, 2015, as on for improvement.
amended, inter alia, provides that the Annual Report of
d. Identifying and creating awareness about the role of
the top 1000 listed entities based on market capitalisation
Directors individually and collectively as Board.
(calculated as on 31st March of every Financial Year), shall
include a Business Responsibility and Sustainability Report e. Fostering Team work among the members of the Board.
(BRSR Report).
f. 
Effective Coordination between the Board and
Your Company is in the top 1000 listed entities as on Management.
March 31, 2024. The Company, has presented its BRSR Report
g. Overall growth of the organisation
for FY 23-24, which is part of this Annual Report.
Disclosure under the Sexual Harassment of Women at
Report on Corporate Governance Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Report on Corporate governance is annexed herewith.
The Company has in place an Anti-Sexual Harassment Policy
Performance Evaluation in line with the requirements of the Sexual Harassment of
Pursuant to the provisions of the Companies Act, 2013 and Women at the Workplace (Prevention, Prohibition & Redressal)
under obligations of the SEBI (Listing Obligations and Disclosure Act, 2013. An Internal Complaints Committee (ICC) has been
Requirements) Regulations, 2015, the Board carries out the set up by the Company to redress complaints received
annual performance evaluation of its own performance, of the regarding sexual harassment. All employees (permanent,
Directors individually as well as the evaluation of working of its contractual, temporary, trainees) are covered under this policy.
various Committees. A structured questionnaire is prepared
Since the number of complaints filed during the year was Nil,
after taking into consideration the inputs received from the
the Committee prepared a Nil complaints report.
Directors, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Statutory Auditors
Committees, Board culture, Execution and Performance of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
specific duties, obligations and governance. Registration No. No. 001076N / N500013) were appointed
A separate exercise is carried out to evaluate the performance as the Statutory Auditors of the Company for a period of five
of individual Directors including the Chairman of the Board, who years at the Annual General Meeting (AGM) of the Company
are evaluated on parameters such as level of engagement and held on July 21, 2021, to hold office from the conclusion of
contribution, independence of judgment, safeguarding the the Forty Eighth AGM till the conclusion of the Fifty Third AGM
interests of the Company and of its minority shareholders, etc. to be held in the year 2026.

The performance evaluation of the Independent Directors is Internal Auditors

carried out by the entire Board. The performance evaluation The Internal Auditors M/s. M.S. Krishnaswamy & Co, Chartered
of the Chairman and the Non-Independent Directors is Accountants, have played an important role in strengthening
carried out by the Independent Directors who also review the the internal controls within the Company. The Internal Auditors
performance of the Secretarial Department. M/s CNK & Associates LLP also contributed significantly.

The Directors expressed their satisfaction with the evaluation

process.
 Statutory Reports Annual Report 2023-24 | 61

Cost Auditors Sl.

Name of Director Ratio
M/s GSVK & Co., Cost Accountants, were appointed as Cost No.
Auditor to conduct cost audit of the cost records maintained 1 Mr. R. Parthasarathy 71: 1
by our Company in respect of products manufactured during (Managing Director)
FY 23-24. The Cost Audit Report was filed with the MCA, 2 Mrs. Ramya Bharathram 30:1
Government of India, by the Company on August 3, 2023, well (Managing Director and
before September 30, 2023, the due date of filing for FY 22-23. CFO*)

Secretarial Audit For this purpose, sitting fees paid to the Directors have not
The Board appointed M/s. R.M. Mimani & Associates LLP, been considered as remuneration.
Company Secretaries, to conduct Secretarial Audit for b) The percentage increase in remuneration including
FY 23-24. The Secretarial Audit Report for the Financial commission, of Managing Director, Chief Financial Officer,
Year ended March 31, 2024 is attached to this Report. The Company Secretary or Manager, if any, in the financial
Secretarial Audit Report does not contain any qualifications, year:
or reservations.
Mr. R. Parthasarathy – (Managing Director): Nil
Web link of Annual Return
Mrs. Ramya Bharathram (Managing Director and CFO*):
Pursuant to the provisions of section 92(3) and Section
NIL
134 (3) (a) of the Companies Act, 2013 a copy of the Annual
Return of the Company for the year ended March 31, 2024 Mr. T. Rajagopalan – (Company Secretary): 3%
will be placed on the website of the company at http://www.
*Mrs. Ramya Bharathram – Managing Director, was
thirumalaichemicals.com.
appointed as the Chief Financial Officer of the Company
Personnel on July 24, 2018. No additional remuneration was paid
In terms of the provisions of section 197(12) of the of the to her for functioning as the CFO.
Companies Act, 2013 read with the Rule 5 of Companies c) The percentage increase in the median remuneration of
(Appointment and Remuneration of Managerial Personnel) employees in the Financial Year: 6%
Rules, 2014 the names and other particulars of employees
are set out in the Annexure C to the Directors’ report. d) The number of permanent employees on the rolls of the
Company: 541
PARTICULARS PURSUANT TO SECTION 197(12)
e) The explanation on the relationship between average
AND THE RELEVANT RULES OF THE COMPANIES
increase in remuneration and Company performance:
ACT, 2013:
a) The ratio of the remuneration of each Director to the The Company’s PAT has decreased from `11,953 lakhs
median employee’s remuneration for the Financial Year to `3,630 lakhs, a decrease of 70% against which the
and such other details as prescribed is as given below: average increase in remuneration is (NA);

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Remuneration % Increase in % decrease

Name Designation PAT ` in lakhs*
` In lakhs* Remuneration in PAT
Mr. R. Parthasarathy Managing Director 332 NIL 3,630 70%
Mrs. Ramya Bharathram Managing Director and CFO 141 NIL
Mr. T.Rajagopalan Company Secretary 48 3%
* It consists of Salary/Allowances & Benefits.

The remuneration of the Chairman and Managing Director, Mr. R. Parthasarathy includes the commission of ` NIL lakhs, which
works out to approximately NIL% to the net profit for the Financial Year ended March 31, 2024.
As per the Compensation Policy, the compensation of the key managerial personnel is based on various parameters including
Internal Benchmarks, External Benchmarks, and the Financial Performance of the Company.
62 | Thirumalai Chemicals Limited

g) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current Financial
Year and the previous Financial Year and percentage increase or decrease in the market quotations of the shares of the
Company in comparison to the rate at which the Company came out with the last public offer:

Market
Issued Capital Closing Market
Date EPS in ` PE Ratio Capitalisation
(No. of Shares) Price per share `
(` in lakhs)
31.03.2023 10,23,88,120 171.85 11.67 14.72 1,75,954
31.03.2024 10,23,88,120 234.10 3.55 66.02 2,39,691
Increase /(Decrease) NA 62 (8) 51 63,737
% of Increase/(Decrease) NA 36.22 (70) 349 36
Issue Price of the share at the last 1.0
Public Offer (IPO)
Increase in market price as on 233.1
31.03.2024 as compared to Issue
Price of IPO 23,310
Increase in %

h) Average percentile increase already made in the salaries Details of significant changes (i.e. change of 25% or more
of Employees other than the Managerial Personnel in the as compared to the immediately previous financial year)
last Financial Year and its comparison with the percentile in key financial ratios, along with detailed explanations
increase in the Managerial remuneration and justification therefor.
thereof and any exceptional circumstances for increase The details form part of Note No. 36 of Notes to standalone
in the managerial remuneration: financial statements.

Average increase in remuneration is 15% for Employees Cautionary Statement

other than Managerial Personnel & NIL for Managerial Company’s objectives, expectations or forecasts may be
Personnel (KMP and Senior Management) forward-looking within the meaning of applicable securities
laws and regulations. Actual results may differ materially from
i) The key parameters for any variable component of
those expressed in the statement. Important factors that
remuneration availed by the Directors:
could influence the Company’s operations include global and
Except Mr. R. Parthasarathy (Managing Director) and domestic demand and supply conditions affecting selling
Mrs. Ramya Bharathram (Managing Director), no Directors prices of finished goods, input availability and prices, changes
have been paid any remuneration, as only sitting fees in government regulations, tax laws, economic developments
have been paid to them. The said Directors have not been within the country and other factors such as litigation, plant
paid any variable remuneration. The Directors are eligible breakdowns, industrial relations, etc.
for a commission on Net Profits as per the provision of
sec.197 of the Companies Act, 2013. Acknowledgements
The Directors would like to place on record our sincere
j) The ratio of the remuneration of the highest paid
appreciation for the continued support given by the Banks,
Director to that of the employees who are not Directors
Internal Auditors, Government Authorities, Customers,
but receive remuneration in excess of the highest paid
Vendors, Shareholders and Depositors during the period
director during the year: Not Applicable
under review.
k) If remuneration is as per the remuneration policy of the
The Directors also appreciate and value the contributions
Company: Yes
made by the employees of our Company at all levels.
Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo For and on behalf of the Board of Directors
The particulars required to be included in terms of Section
134(3)(m) of The Companies Act, 2013 read with Rule 8(3) R. Parthasarathy R. Ravi Shankar
of The Companies (Accounts) Rules, 2014 with regard to Managing Director Director
conservation of energy, technology absorption, foreign
(DIN :00092172) (DIN:01224361)
exchange earnings and outgo are given in Annexure D.
Place: Ranipet Place: Chennai
Date: May 15, 2024 Date: May 15, 2024
 Statutory Reports Annual Report 2023-24 | 63

ANNEXURE TO DIRECTORS’ REPORT

Annexure – A
SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES FOR THE YEAR ENDED 31ST MARCH, 2024

(` In lakhs)
Conversion Total Proposed
Company Currency Capital Reserve Investment Turnover PBT PAT
rate Liability Dividend
Cheminvest Pte. Ltd USD 83.37 6,670 8,817 8417 6,587 4,549 4,408 4,408 -
OOSB USD 83.37 10,599 8,687 16,760 - 28,774 -4,092 -3,275 -
Lapiz Europe Ltd GBP 105.29 0.11 28 6.55 - 0.00 -3 -3 -
TCL Global BV Euro 90.22 19,766 359 9718 28,024 3,991 -54 -52 -
TCL INC USD 83.37 29,182 -23 9 29,164 845 -6 -6 -
TCL Specialties LLC USD 83.37 29,164 -1506 77,815 0 172 -439 -439 -
TCL Intermediates RS 0.00 19,800 -998 49,840 0 305 -1,053 -1,053 -
Private Limited

For and on behalf of the Board of Directors

R. Parthasarathy R. Ravi Shankar

Managing Director Director
(DIN :00092172) (DIN:01224361)
Place: Ranipet Place: Chennai
Date: May 15, 2024 Date: May 15, 2024
64 | Thirumalai Chemicals Limited

Annexure-B
Reporting of Corporate Social Responsibility (CSR)
1. Period for which CSR is being reported: From 01/04/2023 to 31/03/2024.
2. Brief outline on CSR Policy of the Company: The areas of principal support of the CSR Policy are towards Education,
Health, Women Empowerment and Community Development Services. The full policy is available in the Company’s website
http://www.thirumalaichemicals.com.
3. Composition of CSR Committee:

Designation/ Number of meetings Number of meetings of

Sr.
Name of member Nature of Directorship of CSR Committee CSR Committee attended
No.
held during the year during the year
1. Mr. Arun Ramanathan Independent Director & Chairman 2 2
2. Mrs. Bhama Krishnamurthy Independent Director 2 2
3. Mr. R. Sampath Director (Promoter) 2 2

4. Composition of CSR Committee- https://thirumalaichemicals.com/compliance-policies/

CSR Policy - https://thirumalaichemicals.com/compliance-policies/
CSR projects: - https://thirumalaichemicals.com/announcements-updates/
5. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).: Not Applicable
6. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sl. Amount available for set-off from Amount required to be set- off for the financial
Financial Year
No. preceding financial years (` in lakhs) year, if any (` in lakhs)
1 FY 22-23 0 0
TOTAL

7. Average net profit of the Company as per section 135(5): ` 18,118 lakhs
8. (a) Two percent of average net profit of the company as per section 135(5): `362 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (8a+8b- 8c): `362 lakhs
9. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (` in lakhs)

Total Amount spent for the Amount transferred to any fund specified under
Total Amount transferred to Unspent
Financial Year. Schedule VII as per second proviso to section
CSR Account as per section 135(6).
(in `) 135(5).
Name of the
Amount. Date of transfer. Amount. Date of transfer.
Fund
362 50.30 23/04/2024 - NIL -
 Statutory Reports Annual Report 2023-24 | 65

(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Amount Mode of Implementation
Location of the
Item from Amount transferred – Through Implementing
project.
the list of Amount spent to Unspent Mode of Agency
Local
Name of activities allocated in the CSR Implem-
Sr. area Project
the in for the current Account entation
No. (Yes/ duration CSR
Project Schedule project financial for the Direct
No) State District Name Registration
VII to the (in `) Year (in project as (Yes/No).
Act. `). per Section number
135(6) (in `).
1. Community Promoting Yes Tamil Ranipet 3 Years 51,30,000 1,00,000 50,30,000 NO Thirumalai CSR00000287
Based healthcare Nadu Charity
Mental including Trust
Wellness preventive
and De- health care Ranipet
addiction District

TOTAL 51,30,000 1,00,000 50,30,000

(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Mode of Mode of implementation
Location of the
Item from the list Local Amount implem- - Through implementing
project.
Sl. Name of the of activities in area spent for entation agency.
No. Project schedule VII to (Yes/ the project - Direct CSR
the Act. No). State. District. (in `). (Yes/ Name. registration
No). number.
1. Programme for Promoting YES Tamil Nadu Ranipet 2,00,00,000 NO Thirumalai CSR00000287
Early detection, healthcare including Charity Trust
Monitoring and preventive health
Control of Non- care Ranipet
communicable District
diseases in the
community
2. Community Promoting YES Tamil Nadu Ranipet 20,00,000 NO Thirumalai CSR00000287
Database healthcare including Charity Trust
Digitalisation preventive health
Program care Ranipet
District
3. Construction of Promoting YES Tamil Nadu Ranipet 15,00,000 NO Thirumalai CSR00000287
New Hospital healthcare including Charity Trust
preventive health
care Ranipet
District
4. Dialysis Promoting YES Tamil Nadu Ranipet 30,00,000 NO Thirumalai CSR00000287
programme healthcare including Charity Trust
support preventive health
care Ranipet
District
5. Surgeries Promoting YES Tamil Nadu Ranipet 15,00,000 NO Thirumalai CSR00000287
sponsorship healthcare including Charity Trust
support preventive health
care Ranipet
District
6. Free Medical Promoting YES Tamil Nadu Ranipet 5,00,000 NO Thirumalai CSR00000287
Camps healthcare including Charity Trust
preventive health
care Ranipet
District
7. Medical Promoting YES Tamil Nadu Ranipet 5,00,000 NO Thirumalai CSR00000287
Equipment healthcare including Charity Trust
Maintenance preventive health
care Ranipet
District
8. Upgrading Promoting YES Tamil Nadu Ranipet 10,00,000 NO Thirumalai CSR00000287
in-parents healthcare including Charity Trust
infrastructure preventive health
care Ranipet
District
66 | Thirumalai Chemicals Limited

(1) (2) (3) (4) (5) (6) (7) (8)

Mode of Mode of implementation
Location of the
Item from the list Local Amount implem- - Through implementing
project.
Sl. Name of the of activities in area spent for entation agency.
No. Project schedule VII to (Yes/ the project - Direct CSR
the Act. No). State. District. (in `). (Yes/ Name. registration
No). number.
9. For providing Promoting YES Tamil Nadu Vellore 7,10,000 NO Freedom CSR00014451
62 Nos. Artificial healthcare including Trust,
Limb in Vellore preventive health Chennai
District. care
10. For its School Promoting YES Coimbatore Anaikatty 2,00,000 NO Bhuvana CSR00004245
“Vidya Vanam” education including Foundation,
which is special education Chennai
providing among children
education for
Tribal and
Underprivileged
children in
the village
of Anaikatty,
Coimbatore.
11. For Renovation Promoting YES Tamil Nadu Vellore 2,00,000 NO South CSR00004582
of a Toilet Block education including Central India
at Panchayat special education Network for
Primary School, among children Development
Kelaiyur Alternatives
(SCINDeA),
village, Vellore
Maramangalam
Panchayat,
Yercaud – 636
601, Salem Dt.
Tamilnadu and
Purchase of
reusable sanitary
napkins &
transportation
costs.
TOTAL 3,11,10,000

d) Amount spent in Administrative Overheads – NIL

(e) Amount spent on Impact Assessment, if applicable – NA
(f) Total amount spent for the Financial Year (9b+9c+9d+9e) – ` 362 lakhs
(g) Excess amount for set off, if any – NIL

Sl.
Particular Amount (` in lakhs)
No.
(i) Two percent of average net profit of the company as per section 135(5) 362
(ii) Total amount spent for the Financial Year 362
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
 Statutory Reports Annual Report 2023-24 | 67

10. (a) Details of Unspent CSR amount for the preceding three financial years:

Amount Amount Amount transferred to any fund specified Amount

transferred to spent in the under Schedule VII as per section 135(6), if remaining to
Unspent CSR reporting any. be spent in
Sl. Preceding Financial
Account under Financial Name of succeeding
No. Year.
section 135 (6) Year the Fund financial years.
(in `) (in `) Amount (in `) Date of transfer (in ` )
Nil

1. FY 20-21 Nil 2,84,00,000 Nil Nil Nil Nil

2. FY 21-22 Nil 2,51,00,000 Nil Nil Nil Nil
3. FY 22-23 41,80,000 2,53,20,000 Nil Nil Nil Nil
TOTAL 41,80,000 7,88,20,000

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Amount
Cumulative
spent on
Financial Year Total amount amount spent Status of
the project
Sl. Name of the in which the Project allocated for at the end the project-
Project ID. in the
No. Project. project was duration. the project of reporting Completed/
reporting
commenced. (in ` ) Financial Year. Ongoing.
Financial
(in `)
Year (in `)
1. FY31.03.2023_1 Starting an FY 22-23 3 years 43,30,000 NIL 1,50,000 Ongoing
Educational
Institution for
Allied Health
Sciences
Modified to
2. FY31.03.2023_1 Education & FY 22-23 3 years 41,80,000 NIL NIL Ongoing
Sports Facilities
and Critical
Infrastructure
for AVT
Schools’

NOTE: During the FY 23-24 on the request received from implementing agency, the Akshaya Vidya Trust, Ranipet the ongoing
project under project ID: FY31.03.2023_1 was modified by the Board at its meeting held on November 3, 2023 and the funds
were repurposed for the following project: Education & Sports Facilities and Critical Infrastructure for AVT Schools’.
11. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (asset-wise details).

(a) (b) (c) (d)

Details of the entity or public Provide details of the capital
Date of creation or Amount of CSR spent for
authority or beneficiary under asset(s) created or acquired
acquisition of the capital creation or acquisition of
whose name such capital asset is (including complete address and
asset(s) capital asset
registered, their address etc location of the capital asset)
25-03-2024 227750 Thirumalai Mission Hospital ACER Veriton M 200 Computers
23/03/2024 183000 [A unit of Thirumalai Charity Trust] Air Conditioner 1.5 Ton Split AC
Vanapadi Road & Post, Ranipet, Inverter
Tamilnadu, India.
12. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). – Not
Applicable

Sd/- Sd/-
Arun Ramanathan R. Sampath
Director Director
(DIN: 00308848) (DIN:00092144)
68 | Thirumalai Chemicals Limited

Annexure C
Statement of particulars under section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2023 and forming part of the Directors’ Report.
No
Nature of
shares
Employ- Gross
Date of held and
ment Nature of Remu-
Commence- Total Previous related
Sr. Whether Duties of nera-
Name $ Designation Qualification(s) Age ment of Expe- Employment / to any
No Contrac- The Em- tion
Employ- rience Designation Director
tual or ployee ` in
ment or
Other- lakhs
Manager
wise
or KMP
1. Mr. C. G. Group Chief B.Tech., (Chemical 68 August 12, 41 Contrac- General 316 ED (emerging NIL
Executive Engineering), 2013 tual Manage- business,
Sethuram Officer Yrs Years ment Archean
PGDM (IIMA) Group)
2. Mr. Sanjay Sinha Chief B.Tech (Chemical 61 January 18, 37 Contrac- General 179 Sector Head- NIL
Executive Engineering) 2021 tual Manage- Aromatics,
Officer Yrs Years ment Reliance
Industries
Limited
3. Mr. S. President M.Sc, M.Tech , 58 July 14, 30 Contrac- General 118 Executive NIL
MBA 2014 tual manage- Vice President
Venkatraghavan (Food Yrs Years ment – Sales &
Ingredients) Marketing
Cabot Sanmar
Ltd.
4. Mr. Harshit Kapoor Executive BE Chemical, 39 March 4, 18 Contrac- Project In 101 Luna NIL
Vice Management 2021 tual charge Chemicals,
President Education Yrs Years Deepak
Program (MEP) Phenolics
Limited,
- IIM
Larsen &
Ahmedabad Toubro
Hydrocarbon

Limited (LTHE)
5. Mr.V. Executive B.Tech – 56 October 24, 33 Contrac- Technol-ogy 94 Technip 100
Vice Chemical 2016 tual & Engineer- France- Abu
Thirumalaisamy President engineering Yrs Years ing man- Dhabi, Foster
(Project & agement. wheeler
Engineer- ing) Energy limited,
Tirumala
chemicals
limited, Tanfac
industries.
6. Mr.S.Varadharajan Vice B.Com, PGPMS 52 April 30, 12 Contrac- General 88 NA 435205
President (marketing) Yrs 2010 Years tual Management
Marketing
7. Mr. Santosh Exe Vice BE (Chem), 58 January 16, 33 Contrac- Global Head 86 General NIL
Thomas Mathan President ‘MBA(Marketing) 2015 tual Sales Manager
Yrs Years
– Sales EICL
limited
8. Mr. Vijay Seth President MBA, IIT, 72 February 28, 41+ Contrac- General 81 Sr.Vice 1000
(Projects) 2018 tual Manage- President
Mumbai Yrs Years ment Reliance
Industries Ltd
9. Ms. J. Radha Executive B.Com, CA, 57 November 29 Contrac- General 81 Rane (Madras) NIL
Vice 28, 2019 tual Manage- Ltd., Chennai –
President, ‘CS (Inter)’ Yrs Years ment Vice President
Finance – Finance and
Chief Financial
Officer
10. Mr. R. Srinivasa President BSc, Chemistry 67 July 15, 40 Contrac- General 62 President NIL
Raghavan – Factory 2021 tual Manag-e – Deepak
Operations Yrs Years ment Phenolics
 Statutory Reports Annual Report 2023-24 | 69

Annexure D
INFORMATION AS PER Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules,
2014 and forming part of the Directors’ Report.

I. CONSERVATION OF ENERGY:
Your Company continues to focus on Conservation of Energy and considers it very important for efficient use of energy.

Year Ending Year Ending

Fuel Consumption Units
2023 – 2024 2022 – 2023
1 Electricity
a) Purchased Units KWHR 41,16,137 53,14,571
Total Amount Paid ` 4,43,48,900 5,57,64,345
Rate per Unit ` 10.77 10.49
b) Own Generation KWHR 19,99,426 34,80,592
Unit / Ltr of HSD KWHR/LTR 2.94 3.07
Cost per Unit ` 31.80 33.91
2 Coal: Not consumed in the process KWHR
3 Furnace Oil
Total Quantity KL 5,793 9,320
Total Amount ` 28,48,16,296 47,79,10,655
Average Rate ` 49,167 51,277
4 Other Internal Generations KWHR 4,66,48,397 4,28,33,924
5 Consumption Per Tonne of Production
Electricity KWHR 22.43 33.28
Furnace Oil Ltr 31.56 58.37
Others (Diesel) Ltr 3.70 9.43

II. Technology Absorption, Adaptation and Innovation.

Research and Development
1) Specific Areas in which R & D activities carried out by our Company.
a. Reduction in Input use including Raw Materials, Chemicals, Energy and Water.
b. Reduction in effluent generation from each production plant.
c. Improving the quality of our products viz., developing process improvements for implementation in the Plant
towards the above.
2) Benefits derived as a result of above effects.
a. Improvement of yield in the plants.
b. Improvement in quality of products.
c. Significant Energy, Water, Chemicals Reduction in our Derivatives Plants.
3) Future plan of action.
a. Technology development to enable higher capacity utilisation, debottlenecking and lower Input use.
4) Research and Development Expenditure

Particulars FY 23-24 FY 22-23

a) Capital `NIL `NIL
b) Recurring `247 lakhs `253 lakhs
c) Total `247 lakhs `253 lakhs
Total R&D expenditure as a % of sales 0.14% 0.14%
70 | Thirumalai Chemicals Limited

5) Technology Absorption, Adaptation and Innovation:

a. Efforts in brief towards absorption, adaptation and innovation. The technologies required for better products
applications and better quality have been adapted and are being developed / improved indigenously.
b. Benefits derived as a result of the above efforts.
c. Improvement in the quality of the products, increase productivity and reduced cost of production in all products.
d. Particulars of Technology imported during the last 5 Years: None.
e. Techno-commercial studies of fine chemicals
f. Food acidulants- awareness to customers, technical services to users of our products.

III. Foreign Exchange Earning and Outgo

FY 23-24 FY 22-23
Export earnings `17,824 lakhs `20,706 lakhs
Outgo `18,555 lakhs `36,698 lakhs

For and on behalf of the Board of Directors

R. Parthasarathy R. Ravi Shankar

Managing Director Director
(DIN :00092172) (DIN:01224361)
Place: Ranipet Place: Chennai
Date: May 15, 2024 Date: May 15, 2024
 Statutory Reports Annual Report 2023-24 | 71

Business Responsibility and Sustainability Report

BRSR OVERVIEW

SECTION A – General disclosures

SECTION B – Management and process disclosures

SECTION C – Principle-wise performance disclosure

Principle Principle Principle

1 2 3

Businesses, when engaging in Businesses should provide goods Businesses should respect and
influencing public and regulatory and services in a manner that is promote the well-being of all
policy, should do so in a manner sustainable and safe employees, including those in their
that is responsible and transparent value chains

Principle Principle Principle

4 5 6

Businesses should respect the Businesses should respect and Businesses should respect and
interests of and be responsive to promote human rights make efforts to protect and restore
all its stakeholders the environment

Principle Principle Principle

7 8 9

Businesses, when engaging in Businesses should promote Businesses should engage

influencing public and regulatory inclusive growth and equitable with and provide value to their
policy, should do so in a manner development consumers in a responsible
that is responsible and transparent manner
72 | Thirumalai Chemicals Limited

HIGHLIGHTS

Principle 1: Principle 2: Principle 3:

Ethics Product Stewardship Employee well-being

y 100% of the BoD, KMP’s, y 7.14% R&D investments utilised y 100% of our Employees and
E m p l o y e e s a n d Wo r ke r s to Improve Environmental and Workers have Health Insurance
underwent trainings on 9 NGRBC Social Impacts of products. and Accident Insurance
principles.
y 91% of our inputs are sustainably y 85% Employees and 75%
y NIL monetary/non-monetary sourced. Workers provided with Skill
proceedings or actions by the Upgradation training.
regulatory enforcement agency/ y 16.7% of our packaging material
judicial institutions is reused in FY23-24 y 92.5% and 91% of our plants and
offices are assessed for Health
y 100% value chain partners & Safety practices and Working
underwent Safety Protocol and Conditions respectively.
Material handling trainings

Principle 4: Principle 5: Principle 6:

Stakeholder Engagement Human Rights Environment

y Ro b u st Mechanism y 100% of Employees and y 493200 GJ of Energy utilised

to identify and engage with Workers provided with Human in FY 23-24
stakeholders. Rights training.
y 741832 Kilo Litre of Water
y N IL complaints of POS H , Consumption
Child Labour, Forced Labour,
Discrimination at workplace, y 101475 Mt CO2e of Scope
Wages issue for the reporting 13050 Mt CO2e of Scope
period FY23-24 2 and 166216 Mt CO2e
of Scope 3 Greenhouse gases
Emitted in FY23-24

Principle 7: Principle 8: Principle 9:

Public Policy Advocacy CSR Initiatives Customer Relations

y 0 cases filed regarding Unfair y 66% input material directly y 0 Voluntary or Forced Recalls
trade practices, Irresponsible sourced from MS M E /Small
advertising or Anti-Competitive Producers y 0 Incidents of Data Breach
behaviour.
y 89.5% input material sourced
y 5 chambers and associations in from within India
which TCL actively participates.
 Statutory Reports Annual Report 2023-24 | 73

SECTION A – GENERAL DISCLOSURES

I. Detailed of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity L24100MH1972PLC016149
2. Name of the company THIRUMALAI CHEMICALS LIMITED
3. Year of incorporation 25/05/1972
4. Registered office address Thirumalai House, Road No.29, Sion-East, Mumbai-400 022
5. Corporate address Spic House, 5th Floor, 88, Mount Road,Guindy, Chennai -
600032
6. E-mail [email protected]
7. Telephone Tel: +91 22 2401 7841 / 53 / 61
8. Website www.thirumalaichemicals.com
9. Financial year for which reporting is being done 2023-24
10. Name of the Stock Exchange(s) where shares are BSE Limited and National Stock Exchange of India Limited
listed
11. Paid-up Capital `10,23,88,120
12. Name of contact details of the person who may be Rajagopalan T (Company Secretary & Compliance office)
contacted in case of any queries on the BRSR Report Tel: +91 22 2401 7841 / 53 / 61
[email protected]
13. Reporting boundary Standalone
14 Name of assurance provider The report is not assured by an external assurance provider
15 Type of assurance obtained Not applicable

II. Products and Services

16. Details of business activities (accounting for 90% of the turnover):
S.
Description of Main Activity Description of Business Activity % Of Turnover of the entity
No.
1 Manufacture of basic Manufacturing, distribution, sales and marketing 100%
chemicals except fertilisers of basic chemicals except fertilisers and nitrogen
and nitrogen compounds compounds

17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S.
Product/Service NIC Code % Of total Turnover contributed
No.
1 Phthalic Anhydride and Derivatives, Malic Acid, Fumaric Acid 2411 87%

III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
TCL has its:
i. Registered office in Mumbai
ii. Factories at Ranipet, Ranipet District, Tamil Nādu and Dahej, Gujarat
iii. Tank Farms at Walaja, Ranipet District, and Royapuram, Chennai, Tamil Nadu.
iv. Marketing offices at Chennai & Delhi
TCL has overseas subsidiaries in Malaysia, Singapore, the USA, the Netherlands & the UK.
Location Number of Manufacturing Units Number of Offices Total
National 2 3 5
74 | Thirumalai Chemicals Limited

19. Markets served by the entity:

a. Number of locations
Locations Number
National (No. of States) The Company sells its products in all the 28 states and 8 Union territories in the country
International (No. of Countries) The Company sells its products in 4 continents (US, Europe, Asia, Middle East, Africa)

b. What is the contribution of exports as a percentage of the total turnover of the entity?
For FY 23-24, the exports contribution was 9%
c. A brief on types of customers
Phthalic Anhydride is a white crystalline substance used in the manufacture of plasticizers, pigments, dyes and resins.
It is notably consumed by the Phthalate plasticiser industry as a key component and is used in the production of flexible plastic
products like wire & cable applications, hoses, pipes, coated fabrics, roofing membranes and swimming pool liners.
Phthalic Anhydride is also employed in the manufacturing of unsaturated polyester resins, (UPR), which are commonly mixed
with glass fibres to create fiberglass reinforced plastics. The materials find significant applications in the construction, marine
and transportation industries.
PA-based alkyd resins plays a crucial role in the formulation of paints and lacquers utilised in architectural, machinery, and
furniture applications.
TCL is the sole manufacturer of Malic Acid in India and it is used predominantly in food and beverage application with customers
including global companies like Perfetti, Symrise etc. Fumaric acid is used in the food industry and pharmaceutical industry.

IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
S. Male Female
Total
No. Particulars
(A) No. (B) % (B / A) No. (C) % (C / A)

EMPLOYEES
1. Permanent (D) 509 461 91% 48 9%
2. Other than Permanent* (E) 27 25 93% 2 7%
3. Total employees (D + E) 536 486 91% 50 9%
WORKERS
4. Permanent (F) 28 28 100% 0 0
5. Other than Permanent* (G) 734 667 91% 67 10%
6. Total workers (F + G) 762 695 91% 67 10%
* The Other than Permanent category of Employees & Workers are either Employed through contractor (Benefits as per the contractor) or Fixed
term appointment on contract directly by TCL based on requirement

b. Differently abled Employees and workers:

S. Male Female
Total
No. Particulars
(A) No. (B) % (B / A) No. (C) % (C / A)

DIFFERENTLY ABLED EMPLOYEES

1. Permanent (D) 0 0 0 0 0
2. Other than Permanent (E) 1 1 100 0 0
3. Total differently abled employees (D + E) 1 1 100 0 0
DIFFERENTLY ABLED WORKERS
4. Permanent (F) 0 0 0 0 0
5. Other than permanent (G) 0 0 0 0 0
6. Total differently abled workers (F + G) 0 0 0 0 0
 Statutory Reports Annual Report 2023-24 | 75

21. Participation/Inclusion/Representation of women

Total No. and percentage of Females

(A) No. (B) % (B / A)
Board of Directors 11 2 18%
Key Management Personnel 3 1 33%

22. Turnover rate for permanent employees and workers

FY 23-24 FY 22-23 FY 21-22
Male Female Total Male Female Total Male Female Total
Permanent Employees 12% 8% 20% 26% 13% 39% 19% 15% 34%
Permanent Workers 3.5% - 3.5% 3% - 3% 18% - 18%

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. (a) Names of holding / subsidiary / associate companies / joint ventures

Does the entity indicated at

Name of the holding / Indicate whether holding/
S. % Of shares held by listed column A, participate in the
subsidiary / associate Subsidiary/ Associate/
No. entity Business Responsibility initiatives
companies / joint ventures (A) Joint Venture
of the listed entity? (Yes/No)
1. TCL Intermediates Private Subsidiary of TCL 100% Yes,
Limited
The Company’s Code of
2. Optimistic Organic sdn bhd. Subsidiary of TCL & TCL (15.80%) Conduct provides guidelines
Cheminvest Cheminvest (84.20%) to the company along with all
3. Lapiz Europe Subsidiary of Cheminvest 100% its subsidiaries for conducting
4. TCL Global BV Subsidiary of TCL/ 100% business in an ethical,
Holding of TCL INC. responsible, and accountable
5. TCL INC. Subsidiary of TCL Global 100% manner. The Company
BV/ Holding entity of TCLS encourages its subsidiaries to
LLC carry out Business Responsibility
Initiatives to the extent that they
6. TCL Specialties LLC Sole Member Corporation 100%
are material in relation to the
(TCLS LLC)
subsidiaries’ business activities
and operating region.

VI. CSR
24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No)
Yes, CSR is applicable for Thirumalai Chemicals Limited as per section 135 of Companies Act, 2013.
(ii) Turnover (in `) – 2,02,483 lakhs
(iii) Net worth (in `) – 98,395 lakhs
76 | Thirumalai Chemicals Limited

VII. Transparency and Disclosure Compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
FY 23-24 FY 22-23
Stakeholder Grievance Redressal Number of Number of
group from Mechanism in Place (Yes/ Number of complaints Number of complaints
whom No) (If yes, then provide complaints pending complaints pending
complaint is web-link for grievance Remarks Remarks
filed during resolution at filed during resolution at
received redress policy) the year close of the the year close of the
year year
Communities Yes 0 0 - 0 0 -
Shareholders Yes 8 0 All 0 0 -
Complaints
were duly
addressed
and closed
Employees & Yes 0 0 - 0 -
Workers
Customers Yes 15 0 All 19 All
Complaints Complaints
were duly were duly
addressed addressed
and closed and closed
Value Chain Yes 0 0 - 0 0 -
Partner
Others Yes 0 0 - 0 0 -
Weblink https://thirumalaichemicals.com/wp-content/uploads/2023/05/STAKEHOLDER-GRIEVANCE-REDRESSAL-
POLICY.pdf

26.Overview of the entity’s material responsible business conduct issues. Please indicate material responsible business conduct
and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business,
rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following
format
In FY 22-23 , we carried out an extensive materiality assessment to identify and understand the material topics that directly or
indirectly impacted our organisation and business operations within the ESG framework. Through this detailed analysis, we were
able to focus our efforts on the most relevant sustainability issues for our stakeholders and strategic partners, aligning with our
goals and targets.
Our approach, which prioritised stakeholder input, both external and internal, is seen as a balanced and holistic methodology
to arrive at the topics most critical to the organisation. We identified key stakeholder groups vital to the entity and conducted
surveys, incorporating ESG-related criteria. Additionally, we performed peer-benchmarking and analysed various ESG Rating
agencies and standards within our sector to identify the specific materiality topics of importance to us. External Stakeholders
included customers, suppliers, investors, and community representatives, while internal stakeholders comprised employees
across different levels and departments. We designed comprehensive surveys that addressed a range of ESG-related topics
such as environmental impact, social responsibility, ethical governance, and economic performance. These surveys were tailored
to gather insights specific to each stakeholder group’s perspectives and expectations. Once the surveys were completed, we
analysed the data to identify the materiality topics. These findings were then mapped onto a materiality matrix., which visually
represented the importance and impact of each material topic. This matrix helped us prioritise and categorise issues into high,
medium, and low priority categories. The ESG materiality topics and matrix was presented by the senior management to the
Board of Directors, highlighting key ESG issues based on stakeholder input and strategic priorities. Following a detailed review
and discussion, the Board validated and firmed up the material topics, ensuring they accurately reflect the company’s impact
and objectives.
The comprehensive materiality assessment proved instrumental in establishing our ESG goals and targets. By identifying
and prioritising key sustainability issues through this assessment, we were able to set specific and impactful targets that
directly address the most relevant concerns for our stakeholders and business operations. Overall, integrating surveys and
 Statutory Reports Annual Report 2023-24 | 77

interviews from both external and internal stakeholders allowed us to conduct a robust materiality assessment that informed
our sustainability strategy and target-setting process effectively. This approach ensured that our ESG initiatives were aligned
with stakeholder expectations and industry best practices, leading to measurable progress and positive outcomes in our
sustainability journey.

Financial
implications
Indicate
of the risk or
Material whether
S. Rationale for identifying the risk / In case of risk, approach to adapt or opportunity
issue risk or
No. opportunity mitigate (Indicate
identified opportunity
positive or
(R/O)
negative
implications)
1 Health & R As a chemical manufacturing Our safety culture is exceptional, Negative
industry, prioritising health and safety supported by a robust reporting
Safety
is paramount and deeply ingrained in system that involves all levels of our
our organisation. We are committed organisation. We conduct regular
to creating a safe workplace by safety training sessions to enhance
maintaining an accident-free employee well-being and maintain a
environment, aiming for zero safety safe work environment.
accidents, injuries and incidents that
could harm our workplace or the
environment.
2 Business R Ethical practices form the foundation TCL has implemented stringent Negative
of our business operations. Our policies to ensure ethical practices
Ethics
Company’s Code of Conduct within the organisation. Our code of
outlines the essential compliance conduct and ethical policies establish
requirements and provides a comprehensive framework for
guidelines for internal stakeholders employees and internal stakeholders.
to fulfil their duties with the utmost We also offer training programs to
integrity and accountability. ensure understanding and adherence
to these standards.
3 Water O Energy & Water stewardship have Positive
become fundamental aspects
Stewardship
of our organisation’s identity. We
are dedicated to conducting our
business operations in a sustainable
and environmentally friendly
manner. In line with our dedication
to water stewardship, we commit
to achieving by a 10% reduction in
water consumption by year 2030.
4 Employee Employee development plays a Positive
pivotal role in our sustainability
Development
journey. By investing in the growth
and skills enhancement of our
workforce, we create a more
capable and adaptable team. This,
in turn, enables us to implement
sustainable practices effectively,
innovate solutions, and respond to
evolving challenges in our industry
and the broader environmental
landscape. Additionally, a well-
developed and motivated workforce
is more engaged, leading to higher
productivity, better retention rates
and stronger commitment to our
sustainability goals.
78 | Thirumalai Chemicals Limited

Financial
implications
Indicate
of the risk or
Material whether
S. Rationale for identifying the risk / In case of risk, approach to adapt or opportunity
issue risk or
No. opportunity mitigate (Indicate
identified opportunity
positive or
(R/O)
negative
implications)
5 Community O Community support is integral to our Positive
sustainability journey. We recognise
Support
the importance of engaging with
and supporting the communities
where we operate. By collaborating
with local stakeholders, NGO’s and
government bodies we understand
community needs and priorities
better. This enables us to develop
sustainable initiatives that not
only benefit our business but also
contribute positively to the social
and economic well-being of the
communities we serve. Through
partnerships, outreach programs,
and community projects, we aim
to foster trust, build relationships,
and create shared value, ultimately
enhancing our overall sustainability
impact. We provide training
programmes to the local youth to
improve the employment rate and
are involved with various charitable
organisations for providing
affordable healthcare and education.
6 Zero Waste O TCL has implemented a range of Positive
to measures to ensure the proper
handling and disposal of wastes.
Landfill
Our focus is on capturing and
synthesising valuable products
from waste streams, including
gases, liquids and solids. Through
these efforts, we have achieved
a remarkable recovery rate, with
over 85% of solid wastes being
transformed into highly pure
saleable products and valuable by-
products. This approach not only
minimises environmental impact
but also maximises resource
efficiency, contributing to our
overall sustainability goals. We aim
to achieve a 10% reduction in our
industrial waste by 2030, from the
baseline year 2022-23.
 Statutory Reports Annual Report 2023-24 | 79

Financial
implications
Indicate
of the risk or
Material whether
S. Rationale for identifying the risk / In case of risk, approach to adapt or opportunity
issue risk or
No. opportunity mitigate (Indicate
identified opportunity
positive or
(R/O)
negative
implications)
7 Carbon R TCL is committed to combating To achieve a near zero energy Negative
climate change through initiatives footprint, we have adopted a three-
Footprint
focused on enhancing energy pronged approach to energy savings.
efficiency and increasing the use First, we harness energy from waste
to renewable energy sources to heat, maximising resource utilisation.
lower our carbon footprint. Our Second, we prioritise energy
manufacturing processes are efficiency across our operations,
among the most efficient in the ensuring every unit of energy is used
industry, resulting in significant judiciously. Third, we foster a culture
reductions in specific energy of innovation, among our employees,
consumption. Over the last three encouraging them to propose, and
decades, we have achieved an implement creative solutions that
impressive 78% decrease in specific further reduce energy consumption
energy consumption, showcasing and contribute to sustainability
our commitment to sustainability goals. As a result of this approach
and environmental stewardship. and mitigation plans we look to
bring about 25% reduction in GHG
emissions from the baseline year
2022-23
8 Corporate R The Company’s Board of Director’s Compliance with progressive social Negative
is responsible for setting policies and norms and regulatory requirements
Governance
strategies, providing overarching is not just a necessary cost but also
supervision and control over the essential for our sustainability. These
management of the company. The values are ingrained in our culture ,and
Board and its committees regularly we continuously collaborate with our
review the implementation of these employees to ensure they internalise
policies and support the executive and work within this framework. As
management team as required. a result, we have gained a strong
They also ensure the implementation reputation as an employer, business
of good governance and risk partner ,and community member.
management policies and practices Both the Board of Directors and the
,as well as efficient business management team are dedicated to
processes, with a rigorous approach. upholding this culture of integrity and
transparency in all aspects of our
business operations
9 Regulatory R TCL’s policies and practices have The company strictly adheres Negative
consistently adhered to ethical to regulations and compliance
Issues &
standards, legal requirements and requirements, integrating them
Compliance sustainability principles. We firmly into our organisational culture and
believe that it is possible to uphold practices, we have established
these policies while remaining robust systems and processes to
competitive in the market, By monitor and ensure compliance with
prioritising compliance, we not only applicable laws, rules, regulations and
contribute positively to society and guidelines. This proactive approach
environment but also enhance our helps us operate ethically, mitigate
long-term competitiveness and risks, and uphold our commitment
reputation as a responsible business to legal and regulatory compliance
entity. across all aspects of our operations.
10 Product R TCL gives paramount importance We constantly communicate and Negative
to ensure product safety and to receive feedback from the customers
Safety &
deliver quality products for achieving and work upon to fulfil their needs
Quality customer delight. and requirements.
80 | Thirumalai Chemicals Limited

SECTION B – MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting
the NGRBC Principles and Core Elements.
Our comprehensive management framework is in line with the NGRBC principles and serves as a driving force for our dedication
to sustainable solutions across the three pillars of people, planet, and profit. Our policies, practices and procedures are geared
towards achieving the needs of our stakeholders, including customers and employees, with clear goals and objectives.
The National Guidelines on Responsible Business Conduct (NGRBC) released by the Ministry of Corporate Affairs has updated
and adopted nine areas of Business Responsibility. These are briefly as under:

Principle 1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent,
and accountable
Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe
Principle 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders
Principle 5 Businesses should respect and promote human rights
Principle 6 Businesses should respect and make efforts to protect and restore the environment
Principle 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
Principle 8 Businesses should promote inclusive growth and equitable development
Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner

Disclosure questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Processes
1. a) Whether your entity’s policy/policies cover each Y Y Y Y Y Y Y Y Y
principle and its core elements of the NGRBCs (Yes/No)
b) Has the policy been approved by the Board? (Yes/No) Y Y Y Y Y Y Y Y Y
c) Web Link of the Policies, if available https://thirumalaichemicals.com/compliance-policies/
2. Whether the entity has translated the policy into Y Y Y Y Y Y Y Y Y
procedures. (Yes/No)
3. Do the enlisted policies extend to your value chain Y Y Y Y Y Y Y Y Y
partners? (Yes/No)
4. Name of the national and international codes/ All the policies of the Company are in compliance with
certifications/labels/ standards (e.g. Forest Stewardship national /international standards wherever applicable.
Council, Fairtrade, Rainforest Alliance, Trustea) standards TCL is a FSSC 22000 (equivalent to GFSI), HACCP, Halal
(e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and & Kosher Certified, ISO 9001, ISO 9004, ISO 14001 &
mapped to each principle. ISO 50001 compliant, SMETA and a Responsible Care
Company
5. Specific commitments, goals and targets set by the entity Our organisation is committed to integrating
with defined timelines, if any . Environmental, Social and Governance principles
into our core operations. We have set specific goals
across Environmental, Social and Governance (ESG)
dimensions.
Environmentally, we commit to *:
• 25% reduction in GHG emissions by 2030
• 10% reduction in water consumption by 2030
• 10% reduction in industrial waste by 2030
(*from the baseline year 2022-23)
Socially, we will:
• Ensure zero accidents at workplace
• Continue to implement practices towards the
Responsible Care Initiative
 Statutory Reports Annual Report 2023-24 | 81

Disclosure questions P1 P2 P3 P4 P5 P6 P7 P8 P9
• Ensure 100% digitally enabled workforce by 2030
• Invest in projects related to conservation of natural
resources, education and access to healthcare
• Continue to commit to product quality and safety as
per global standards and certifications (REACH)
In terms of governance, we commit to
• Zero tolerance for human rights violations
• Promote trust and transparency in financial and non-
financial disclosures.
• Zero regulatory violations and ensuring that all
compliance issues are reported
6. Performance of the entity against the specific In the current financial year, we have set targets and
commitments, goals and targets along-with reasons in case goals with a detailed implementation roadmap to
the same are not met. achieve our sustainability vision. Refer question 5 above.
The performance will be monitored from next financial
year.
Governance Leadership and Oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges,
targets, and achievements
Please refer to ‘Chairman Letter’ in the Annual Report FY 23-24.
8. Details of the highest authority responsible for Name: Mr. Sanjay Sinha
implementation and oversight of the Business Responsibility
Designation: CEO
policy (ies).
e-mail id: [email protected]
9. Does the entity have a specified Committee of the Board/ ESG committee is constituted for handling sustainability
Director responsible for decision making on sustainability related matters and chaired by Mr. Sanjay Sinha. This
related issues? (Yes / No). If yes, provide details. committee will provide report to the Board on these
aspects

10. Details of Review of NGRBCs by the Company:

Indicate whether review was Frequency
undertaken by Director / Committee (Annually/Half - yearly/Quarterly/Any
of the Board/ Any other Committee other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above policies and Y Y Y Y Y Y Y Y Y A A A A A Q A A H
follow up action
Compliance with statutory requirements of Y Y Y Y Y Y Y Y Y A A A A A Q A A H
relevance to the principles, and, rectification
of any non-compliances

11. Has the entity carried out independent assessment/ evaluation of the P1 P2 P3 P4 P5 P6 P7 P8 P9
working of its policies by an external agency? (Yes/No). If yes, provide N Y Y N N Y N N N
the name of the agency.

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its business (Yes/No)
The entity is not at a stage where it is in a position to formulate and implement
the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources Not applicable
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)
82 | Thirumalai Chemicals Limited

SECTION C – PRINCIPLE WISE PERFORMANCE DISCLOSURE

Principle 1 – Businesses should conduct and govern themselves with integrity, and in a manner that is ethical, transparent, and
accountable

At Thirumalai Chemicals we uphold a strong commitment to conducting and governing ourselves with integrity, ensuring that
all our actions and decisions are guided by ethical principles. Our commitment is unwavering as we conduct ourselves with the
highest standards of honesty, integrity ,and transparency.. These values are ingrained in our corporate culture and guide us in
creating sustainable and trustworthy relationships with our customers, employees and the community. Our Directors and Senior
Management adhere to a comprehensive Code of Conduct that outlines their responsibilities and ethical obligations, enabling
them to fulfil their duties in a responsible, transparent, fair and ethical manner.
SDG Linkages-

Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

Total number of % of persons in respective

Topics/principles covered under the
Segment training and awareness category covered by the
training and its impact
programmes held awareness programmes
Board of Directors 2 Familiarisation Programs for Directors 100%
Awareness program on Sustainability
Key Managerial Personnel 2 ESG Compliance, POSH 100%
Employees other than BoD 51 Awareness on employee Well-being. 100%
and KMPs
Awareness on Human Rights
Workers 17 Awareness on employee Well-being. 100%
Awareness on Human Rights

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in
the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of
SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
Name of the
regulatory/ Has an appeal been
NGRBC Principle Amount (In INR) Brief of the Case
enforcement agency/ preferred? (Yes/No)
judicial institutions
Penalty/ Fine Nil
Settlement
Compounding fee

Non-Monetary
Name of the
regulatory/ Has an appeal been
NGRBC Principle Amount (In INR) Brief of the Case
enforcement agency/ preferred? (Yes/No)
judicial institutions
Imprisonment Nil
Punishment
 Statutory Reports Annual Report 2023-24 | 83

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision are preferred in cases where monetary
or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Not applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide
a web link to the policy.
Yes, Our company maintains a robust and comprehensive anti-bribery and anti-corruption policy to ensure ethical business
practices and integrity throughout our operations. This policy underscores our commitment to conducting business with
transparency, fairness and honesty. It outlines clear guidelines and procedures to prevent bribery and corruption in all forms,
emphasising compliance with legal requirements and ethical standards. Through continuous training, monitoring, and
enforcement of this policy, we foster a culture of integrity and accountability within the organisation, building trust and assurance
among our stakeholders.
The anti-corruption and anti-bribery policy is available on our website in the following link :
https://thirumalaichemicals.com/wp-content/uploads/2023/05/ANTI-BRIBERY-AND-ANTI-CORRUPTION-POLICY.pdf

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption.
FY 23-24 FY 22-23
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil

6. Details of complaints with regard to conflict of interest:

FY 23-24 FY 22-23
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of Nil Nil
Interest of the Directors
Number of complaints received in relation to issues of Conflict of Nil Nil
Interest of the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not applicable

8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following
format:

FY 23-24 FY 22-23
Number of days of accounts payables 112 days 104 days

9. Open-ness of business
Parameter Metrics FY 23-24 FY 22-23
Concentration of a. Purchases from trading houses* as % of total purchases 2.6% 2.7%
Purchases b. Number of trading houses where purchases are made 12 13
from
c. Purchases from top 10 trading houses as % of total 2.6% 2.7 %
purchases from trading houses
Concentration of a. Sales to dealers / distributors as % of total sales NA NA
Sales b. Number of dealers / distributors to whom sales are NA NA
made
c. Sales to top 10 dealers / distributors as % of total sales NA NA
to dealers / distributors
84 | Thirumalai Chemicals Limited

Parameter Metrics FY 23-24 FY 22-23

Share of RPTs in a. Purchases (Purchases with related parties / Total .007% .02%
Purchases)
b. Sales (Sales to related parties / Total Sales ) .04% .04%
c. Loans & advances (Loans & advances given to related Nil .062%
parties / Total loans & advances)
d. Investments (Investments in related parties / Total 94.79% 99.97%
Investments made)
*A trading house refers to a business entity that primarily engages in import and export of goods .

Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

Total number of awareness Topics / principles covered % of value chain partners covered (by value of business done
programmes held under the training with such partners) under the awareness programmes
4 Safety Protocols Contract employees, logistics and visiting vendors- 100%
Material Handling & Loading Logistics-100 %
Prevention of Sexual Contract employees-30%
Harassment
Product responsibility Critical vendors-57%

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/
No) If yes, provide details of the same.
Yes, we have a comprehensive Code of Conduct policy which serves as a cornerstone, ensuring transparency and fairness in all
our business dealings. This policy outlines clear guidelines and expectations for ethical behaviour, emphasising the importance of
honesty, integrity and respect in each interaction. This commitment to ethical conduct not only strengthens trust and credibility
with our stakeholders but also reinforces our dedication to operating with integrity and accountability.

Principle 2 – Businesses should provide goods and services in a manner that is sustainable and safe.

TCL’s commitment to sustainability shines through its dedicated R&D team, which focuses on developing innovative products that
meet global standards and are environmentally friendly. TCL excels in business practices, striving for near-zero energy footprint by
manufacturing with high efficiency through energy-saving measures and waste data recovery. Additionally, the company strives
to integrate sustainability principles across all stages of the product lifecycle, from raw material procurement and manufacturing
to transportation, delivery, and consumer disposal. We uphold a strong commitment to environmental responsibility and ensure
that our products and services meet rigorous safety standards. Through continuous innovation and responsible practices, we
strive to minimise our environmental impact and prioritise the safety of our customers and communities.
SDG Linkages-

Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the entity,
respectively.

Details of improvements in environmental

FY 23-24 FY 22-23
and social impacts
R&D 7.14 % 0% Reducing the waste by 2.8 tons per day
Capex 1% 3% 1. HCL Dosing system for Reliability
improvement
2. CCTV PTZ Camera (ETP)
 Statutory Reports Annual Report 2023-24 | 85

2. a. Does the entity have procedures in place for sustainable sourcing ? (Yes/No)
Yes, the company has embraced Responsible Care Guidelines and SEDEX Members Ethical Trade Audit (SMETA) Best
Practice Guidance to ensure sustainable sourcing. By sourcing raw materials in bulk, the company minimises road
transportation over long distances, effectively reducing its carbon footprint.
Kindly refer to our Sustainable Procurement Policy for more information regarding our sustainable sourcing practices
.Weblink : https://thirumalaichemicals.com/wp-content/uploads/2023/05/SUSTAINABLE-PROCUREMENT-POLICY.
pdf
b. If yes, what percentage of inputs were sourced sustainably ?
91% of our inputs are sourced sustainably.

3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life,
for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Waste type Waste management procedure in place
Plastic (including packaging) We are in process of tracking and increasing the reuse of our packaging
materials. 16.7% of packaging material is reused this financial year. The
remaining packaging materials and other plastics are disposed to authorised
pre-processors.
E-waste All our products like Phthalic Anhydride, Malic Acid, Fumaric acid are
Hazardous waste consumables in the manufacturing of plasticizers, pigments, dyes, resins,
Other waste (wastepaper and paper candies, beverages etc. Since Therefore, there is no scope for reusing /
products) recycling products at the end of life.
The specified category of wastes is not generated during our product life
cycle. The waste generated during our manufacturing and operations are
disposed through authourised vendors and as per waste management rules.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether
the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
Yes, EPR is applicable for TCL and it is registered as a brand owner with the Central Pollution Control Board .

Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
Boundary for which the Results
Name of % of total Whether conducted
Life Cycle Perspective communicated If yes, provide the
NIC Code Product / Turnover by independent
/ Assessment was in public web-link.
Service contributed external agency
conducted domain
2411 Phthalic 100 % Life Cycle perspective is The data are obtained Yes http://192.168.1.202/iso/
Anhydride covered under the title” from the dossier
Product Stewardship”. submitted by the lead
Malic acid The product stewardship registrant representing
Fumaric summary is provided in the Consortium of
acid the public domain. The manufacturers of
summary covers the product to EU
registration Agency
1. Properties (ECHA) as a statutory
2.Health & safety requirement under the
information EU law named REACH.
TCL is a member of the
3.Environmental consortium and owns
information, which the right of the data.
includes biodegradability,
exposure potential during
manufacture, handling
and Use, and
4. Regulatory Information
Note: The above Life cycle assessment has been conducted from the perspective of REACH (EU) and not a cradle to grave analysis. TCL is
in the process of evaluating conducting full scale LCA for its products in the coming years.
86 | Thirumalai Chemicals Limited

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same
Name of Product / Service Description of the risk / concern Action Taken
These parameters have been outlined in Material Safety Data Sheet (SDS) in the products tab in our website. http://www.
thirumalaichemicals.com/Products

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).

Recycled or re-used input material to total material

Indicate input material
FY 23-24 FY 22-23
Our products are chemicals such Phthalic Anhydride, Malic Acid and Fumaric Acid. While usage of recycle materials could
be limited, we are in process of tracking and increasing the reuse of our packaging materials.

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed, as per the following format:
• Not Applicable, since all our chemicals are used as consumables for the manufacturing of other products. There is no
product reclamation at the end of product life.
• Plastics (including packaging ) 24419 MT was reused out of the total despatch of 146028 MT in the current reporting period.
• The waste material generated at the manufacturing plant are disposed as per the applicable regulatory requirements as
mentioned in Principle 6, Essential indicator 9.

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Reclaimed products and their packaging materials as % of total products sold in respective
Indicate product category
category
Packaging material 16.7%

Principle 3: Businesses should respect and promote the well-being of all employees, including those in their value chains

Our core values revolve around prioritising employee well-being. We are dedicated to fostering a workplace, that is supportive,
inclusive, and empowering, focusing on nurturing the physical, mental, and emotional health of our employees. Discrimination or
harassment based on any characteristic such a gender, caste religion, race, or ethnicity is strictly prohibited in our organisation.
We invest in our employee’s growth and development through various training programmes and skill building opportunities.
Ensuring a safe and healthy work environment is paramount, and we adhere to stringent safety protocols. Our commitment to
open and transparent communication encourages feedback and addresses employee concerns, ultimately cultivating a positive
and engaged workforce.
SDG Linkages-
 Statutory Reports Annual Report 2023-24 | 87

Essential Indicators
1. a. Details of measures for the well-being of employees:
% Of employees covered by
Total Health insurance Accident insurance Maternity benefits Paternity benefits Day care facilities
Category
(A) Number Number Number % (D / Number Number
% (B / A) % (C / A) % (E / A) % (F / A)
(B) (C) (D) A) (E) (F)
Permanent employees
Male 461 461 100 % 461 100% - - 0 0% 0 0%
Female 48 48 100% 48 100% 48 100% - - 0 0%
Total 509 509 100% 509 100% 48 100% 0 0% 0 0%
Other than Permanent employees
Male 25 25 100% 25 100% - - 0 0% 0 0%
Female 2 2 100% 2 100% 2 100% - - 0 0%
Total 27 27 100% 27 100% 2 100% 0 0% 0 0%

b. Details of measures for the well-being of workers:

% Of workers covered by
Health Accident Maternity Paternity Day care
Total
Category insurance insurance benefits benefits facilities
(A)
Number Number Number Number Number
% (B / A) % (C / A) % (D / A) % (E / A) % (F / A)
(B) (C) (D) (E) (F)
Permanent workers
Male 28 28 100% 28 100% - - 0 0% 0 0%
Female 0 - - - - - - - - - -
Total 28 28 100% 28 100% - - 0 0% 0 0%
Other than Permanent workers
Male 667 667 100% 667 100% - - 0 0% 0 0%
Female 67 67 100% 67 100% 67 100% - - 0 0%
Total 734 734 100% 734 100% 67 100% 0 0% 0 0%

c. Spending on measures towards well-being of employees and workers (including permanent and other than
permanent ) in the following format –

FY 23-24 FY 22-23
Cost incurred on well-being measures as a % of total revenue of the company 0.10 0.16

2. Details of retirement benefits, for Current FY and Previous Financial Year.

FY 23-24 FY 22-23
No. of No. of
No. of workers Deducted and No. of workers Deducted and
employees employees
covered as deposited with covered as deposited with
Benefits covered as covered as
a % of total the authority a % of total the authority
a % of total a % of total
workers (Y/N/NA) workers (Y/N/NA)
employees employees
PF 100% 100% Y 100% 100% Y
Gratuity 100% 100% Y 100% 100% Y
ESI* 100% 100% Y 100% 100% Y
Others –please specify NA NA NA NA NA NA
* Note: As per applicability under the Employees’ State Insurance Act, 1948.
88 | Thirumalai Chemicals Limited

3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Currently some of the premises /offices are not accessible to differently abled employees and workers but the organisation is
fully committed to fostering an inclusive environment where all employees feel valued and supported. Hence, recognising the
importance to addressing this issue promptly, the company is dedicated to taking proactive steps to enhance accessibility soon.
By prioritising these efforts, we aim to create a more inclusive and accommodating environments for all individuals within our
workplace.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web link to the policy.
Yes. The company upholds a steadfast Equal opportunity Policy, which serves as the cornerstone of our organisational ethos. We
are committed to providing a work environment where all employees are treated with dignity, respect and fairness, regardless
of their background, identity or abilities. This policy underscores our commitment to fostering a diverse and inclusive workplace,
where every individual has the opportunity to thrive and contribute to our collective success. We firmly believe that diversity
strengthens our organisation, and we are dedicated to upholding these principles in all aspects of our operations.
Please find our weblink below:
https://thirumalaichemicals.com/wp-content/uploads/2023/05/EQUAL-EMPLOYMENT-OPPORTUNITY-POLICY.pdf

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent employees Permanent workers

Gender
Return to work rate Retention rate Return to work rate Retention rate
Male NA NA NA NA
Female NA 100% NA NA
Total NA 100% NA NA

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, give details of the mechanism in brief.
Yes / No (If yes, then give details of the
mechanism in brief)
Permanent Workers Grievance Redressal Policy in place.
Other than permanent workers Registration of grievance is through
Permanent Employees Phone number or e-mail ID available in the
company’s website.
Other than permanent employees

7. Membership of employees and workers in association(s) or Unions recognised by the listed entity:

FY 23-24 FY 22-23
No. of employees/ No. of employees/
Total workers in the Total workers in the
Category employees respective employees respective
%
/ workers in category, who / workers in category, who % (D/C)
(B/A)
respective are part of the respective are part of the
category (A) association(s) or category (C) association(s) or
Union (B) Union (D)
Total Permanent Employees
Male 461 0 0% 447 0 0%
Female 48 0 0% 41 0 0%
Total 509 0 0% 488 0 0%
Total Permanent Workers
Male 28 0 0% 31 0 0%
Female 0 0 0% 0 0 0%
Total 28 0 0% 31 0 0%
 Statutory Reports Annual Report 2023-24 | 89

8. Details of training given to employees and workers:

FY 23-24 FY 22-23
On health and On health and
Category Total (A) On skill upgradation Total On skill upgradation
safety measures safety measures
(D)
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No.(F) % (F / D)
Permanent Employees
Male 461 313 68% 391 85% 447 233 52% 264 59%
Female 48 31 65% 44 92% 41 18 44% 18 44%
Total 509 344 68% 435 85% 488 251 52% 282 58%
Permanent Workers
Male 28 19 68% 21 75% 31 12 39% 21 68%
Female 0 0 0 0 0 0 0 - 0 -
Total 28 19 68% 21 75% 31 12 39% 21 68%

9. Details of performance and career development reviews of employees and workers:

FY 23-24 FY 22-23
Category
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 461 322 70% 447 275 62%
Female 48 30 63% 41 28 68%
Total 509 352 69% 488 303 62%
Workers
Male 28 28 100% 31 31 100%
Female 0 0 0 0 0 0
Total 28 28 100% 31 31 100%
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes,
what is the coverage of such a system?
Yes, TCL places the highest importance on the health, safety, and happiness of its employees. The organisation has
implemented comprehensive Occupational Health and Safety Management System with 100 % coverage across all areas
of operation. We prioritise the health and safety of our employees above all else, recognising it as a fundamental aspect of
our commitment to their well-being. In order to provide a safe and incident-free workplace, we have put into place stringent
rules and protocols and all employees, contract labours, vendors visiting the facility are covered under the Safety systems
of the organisation. 4 of our sites are certified under ISO 45001 which specifies requirements for Occupational Health and
Safety management systems.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity?
1. Hazard Identification and Risk Assessment (HIRA)
For our organisation, HIRA is a critical process to identify potential workplace hazards and assess associated risks.
This procedure describes the methodology of calculating Hazard identification, Risk Assessment and Determining
Controls study with connection to the various plants of Thirumalai Chemicals Ltd. HIRA Register is maintained to list
out the sources or situations of various hazards and their associated risks. The identification of Hazard is done at the
Worker, Supervisor and Engineer level in each department and reported to the Section Head. The Section Head and
Head of Department analyze the identified hazards, review the severity and risk of the hazard, and take actions to
implement suitable control measures to minimise or eliminate the risk.
2. Job Safety Analysis
Job Safety Analysis (JSA) is a systematic procedure that breaks each job/task into key training sequences, identifies
safety elements of each job/task step and teaches the employee on how to avoid potential safety hazards.
90 | Thirumalai Chemicals Limited

3. Work Permit System

Work Permit system refers to a system procedure used to ensure that work is done safely and efficiently especially in
Hazardous industries usually in connection with maintenance work. A Work Permit System also known as Permit to
Work is an element of Process Safety and is usually given as a clearance from the Process Department to Maintenance
to carry out a particular work.
4. Internal and external audits are carried out to identify work-related hazards and assess risks on a routine and
non-routine basis by the entity.
Both these audits carried out to identify work related hazards ensure that minute details related to any process is not
missed and is seen with an eagle’s eye. The observations of the audit are highlighted to the top management to initiate
suitable actions to eliminate the hazards.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
Yes, Safety portal is available for reporting any work-related hazards identified by the workers. Every employee in the
organisation is given a separate login id and password to access the Safety Portal. The Safety Portal covers all the aspects
in connection with Work related hazards. The employee can enter the USA (Unsafe Act) and USC (Unsafe Conditions) in
his work area. Once entered the area of concern is highlighted to the respective Section Heads and HOD’s who will initiate
actions for elimination of the USA and USC. Once resolved, the actions initiated is also recorded in the Safety Portal to close
the observations. In addition, the Safety Portal also enables the employees to enter Safety Contacts (Case Studies), learnings
from incidents, accidents inside and outside the industry.
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare services?
Yes, non-occupational medical and Healthcare services is made available to workers and employees. Periodic eye
screenings are conducted for employees to address age-related disorders. For other non-occupational ailments, employees
are referred to “Thirumalai Mission Hospital” which operates under the charity wing of Thirumalai Group. An annual medical
health check-up, covering major aspects of lifestyle diseases like diabetes, hypertension etc is conducted for both employees
and workers, followed by counselling

11. Details of safety related incidents, in the following format:

Safety incident/number Category FY 23-24 FY 22-23
Lost Time Injury Frequency Rate (LTIFR) (per one-million- Employees* Nil Nil
person hour worked) Workers 0.55 Nil
Total recordable work-related injuries Employees Nil Nil
Workers 1 Nil
No. of fatalities Employees Nil Nil
Workers Nil Nil
High consequence work-related injury or ill-health Employees Nil Nil
(excluding fatalities) Workers Nil Nil
*Employee data includes the FTE including workmen and contract employees.

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Ensuring a healthy and safe workplace is a multifaceted approach that involves continuous education, active participation, and
thorough evaluations. One of the key initiatives includes raising Environmental, Health and Safety (EHA) awareness among all
employees through comprehensive training programs and regular safety toolbox talks. Innovative methods such as safety park
models are employed for practical training, enhancing the understanding of safe work practices. Additionally, the company
celebrates Environment Day and Safety Week to foster a culture of safety and environmental responsibility. To further incentivise
adherence to best practices, rewards and recognition programs are in place highlighting the contributions of employees who
demonstrate exemplary safety behaviours.
In maintaining a robust safety environment, the company also conducts cross-functional safety audits and specific electrical
safety audits to ensure compliance and identify potential threats. Process Safety Management (PSM) Implementation and Job
Safety Analysis (JSA) are conducted for all activities, ensuring that every task is scrutinised for safety risks. Furthermore, Hazard
Identification and Risk Assessment (HIRA) is performed for all operations, complemented by Hazard and Operability (HAZOP)
studies to pinpoint and mitigate risks. Engaging employees in activities like tree plantation programs also underscores the
commitment to environmental sustainability, reinforcing the holistic approach to workplace safety and health.
 Statutory Reports Annual Report 2023-24 | 91

13. Number of complaints on the following made by employees and workers

FY 23-24 FY 22-23
Pending Pending
Filed during Filed during
resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
Working conditions Nil Nil Nil Nil Nil Nil
Health & safety Nil Nil Nil Nil Nil Nil

14. Assessments for the year

% of your plants and offices that were assessed (by entity or statutory authorities or third
parties)
Health and safety practices 100%
Working conditions 100 %
*These assessments are done the entity.

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks/concerns arising from assessments of health & safety practices and working conditions.
There are no critical observations generated from Health Safety, working conditions assessments by the entity, authorities or
third parties impacting operations .

Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N)
Employee-Yes
Workers- Yes

2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by
the value chain partners
The Company has safeguards and checks and balances in place to determine if the statutory dues have been deducted and
deposited with respect of value chain partners to the extent applicable.

3. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health /
fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment:
No. of employees/workers that are
rehabilitated and placed in suitable
Total no. of affected employees/ workers
employment or whose family members
have been placed in suitable employment
FY 23-24 FY 22-23 FY 23-24 FY 22-23
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/ No)
No.

5. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that were assessed
Health and safety practices 92.5%
Working Conditions 91 %
*Note: The above assessment is done internally and has been only extended to our Tier 1 suppliers.

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners
None
92 | Thirumalai Chemicals Limited

Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders

We understand that Stakeholder engagement and involvement are crucial elements for the success of our business. It is essential
for us to respect the interests of all the stakeholders and be responsive to their needs, By actively engaging with stakeholders
such as customers, employees, investors, suppliers, and the community, we can gain valuable insights, build trust, and foster
positive relationships. We proactively involve our stakeholders by actively seeking their feedback, addressing their concerns,
and meeting their expectations. We consider their inputs invaluable in shaping our decision-making process and value their
feedback as a crucial component of our operations. This engagement allows us to align our strategies and decisions with the
expectations and concerns of our stakeholders, leading to greater long-term success and sustainability.
SDG Linkages-

Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Any individual, group, or institution that contributes to the corporation’s value chain or is significantly impacted by the entity’s
decision is recognised as a core stakeholder. The key stakeholders for the company are any such person or group that enhances
the business and has a stronger impact on it. Presently, Thirumalai Chemicals has systematically identified its internal and external
stakeholders and actively engages with investors, employees, customers, suppliers, governmental and regulatory authorities,
trade unions, and the local community. The company adheres to a structured system of timely feedback and response, utilising
both formal and informal channels of communication to ensure that stakeholders information remains current and updated.

Channels of
communication
Whether identified (Email, SMS, Frequency of Purpose and scope of
as vulnerable & Newspaper, Pamphlets, engagement (Annually/ engagement including key
Stakeholder group
marginalised group Advertisement, half-yearly/ quarterly / topics and concerns raised
(Yes/No) Community meetings, others – please specify) during such engagement
Notice board, Website),
Other
Employees No • Intranet Portal On a regular • Employee benefits
• Functional and basis • Equal opportunities
cross-functional • Recognition
committees
• Learning and
• Leader’s talk development
• Regular Employee • Safety and well-being
Communication
• Performance
Forums
review and career
development
• Business update
Customers No • Customer Service On a regular • Customer feedback
Support Basis • Resolution of their
• Customer queries
Satisfaction Survey
 Statutory Reports Annual Report 2023-24 | 93

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group
Channels of
communication
Purpose and scope of
Whether identified (Email, SMS, Frequency of
engagement including
as vulnerable & Newspaper, Pamphlets, engagement (Annually/
Stakeholder group key topics and concerns
marginalised group Advertisement, half-yearly/ quarterly /
raised during such
(Yes/No) Community meetings, others – please specify)
engagement
Notice board, Website),
Other
Suppliers No • Supplier and Annually • Resolving queries
and Vendors Vendor meets • Assessing
• Face-to-face performance
and electronic • Recognition and
correspondence engagement
• Supplier Audits activities
• Undertaking
discussion on
Sustainability
Parameters
Investors / No • Email Need based To update them
Shareholders • Newspaper about important
advertisement, developments
in the Company
• Website
and address their
• Annual General grievances
Meetings
• Disclosures to
Stock
exchanges.
Community No • Community Monthly • Community
surveys and development
consultations • Community
• CSR initiatives grievance
• Volunteering redressal
activities
• Community events
Regulatory No • Annual reports On a need basis • Policy Advocacy
And government • Making with concerned
bodies representations authorities
whenever needed • Deliberations
• Formal dialogues and inputs on
regulations and
policies that have
bearing on our
operations and
businesses.
• Amendment in
existing regulations
94 | Thirumalai Chemicals Limited

Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
Our approach to stakeholder consultation is guided by our Stakeholder Engagement Policy, which outlines clear directives
and guidelines for our consultation process. We prioritise open and transparent communication channels to engage with our
stakeholders effectively. Additionally, any critical topics or issues are promptly communicated to ensure transparency and foster
constructive dialogue. This proactive approach enables us to address concerns, gather valuable feedback, and collaboratively
work towards sustainable solutions that benefit all stakeholders involved.
Weblink: https://thirumalaichemicals.com/wp-content/uploads/2023/05/STAKEHOLDER-ENGAGEMENT-POLICY.pdf

2. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these
topics were incorporated into policies and activities of the entity.
Yes, stakeholder consultation is used for identification of environmental and social topics. No critical issues concerning
environmental, and social topics were raised in the current reporting period.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalised stakeholder groups.
We actively engage with the vulnerable/ marginalised stakeholder groups through our CSR initiatives, actively seeking their
inputs, suggestions, and concerns throughout the process. This inclusive approach ensures that their voices are heard and
integrated into our decision-making processes, by fostering meaningful dialogue and collaboration, we aim to address the specific
needs and challenges faced by these groups, driving positive impact and sustainable outcomes within our communities. No
concerns were recorded in the reporting period.

Principle 5: Businesses should respect and promote human rights

TCL is committed to respecting and promoting human rights. We strive to create a workplace that safeguards and advances
the rights and dignity of all individuals, both within and outside our organisation. We uphold fundamental principles such as
non-discrimination, fair labor practices, and safe working conditions across all aspects of our operations. Through our policies,
practices and partnerships, we endeavour to create a workplace and business environment that fosters dignity, equality, and
respect for human rights.
SDG Linkages-

Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:

FY 23-24 FY 22-23
Category No. of employees / No. of employees /
Total (A) % (B / A) Total (C) % (D / C)
workers covered (B) workers covered (D)
Employees
Permanent 509 509 100% 488 290 59 %
Other than permanent 27 25 93% 24 18 75 %
Total employees 536 534 100% 512 308 60 %
Workers
Permanent 28 28 100% 31 31 100 %
Other than permanent 734 734 100% Aspects of Human rights forms part of our
business contract and all our contract work
adhere to firm’s policies and guidelines
regarding Human rights.
Total workers 762 762 100% 31 31 100 %
 Statutory Reports Annual Report 2023-24 | 95

2. Details of minimum wages paid to employees and workers

FY 23-24 FY 22-23
On health and On health and
Category Total (A) On skill upgradation Total On skill upgradation
safety measures safety measures
(D)
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No.(F) % (F / D)
Employees
Permanent
Male 461 51 11% 410 89% 447 68 14% 379 85%
Female 48 5 9% 43 90% 41 1 2% 40 98%
Other than Permanent
Male 25 0 0 25 100% 21 0 0 21 100%
Female 2 0 0 2 100% 3 0 0 3 100%
Workers
Permanent
Male 28 0 0 28 100% 31 0 0 31 100%
Female 0 0 0 0 0 0 0 0 0 0
Other than permanent
Male 667 667 100% 0 0 446 446 100% 0 0
Female 67 67 100% 0 0 49 49 100% 0 0

3.Details of remuneration/salary/wages
a. Median remuneration / wages:
Male Female
Median remuneration/ Median remuneration/
Number salary/ wages of respective Number salary/ wages of respective
category category
Board of Directors (BoD) 1* 3,33,00,000 1 1,41,00,000
Key managerial personnel 3 1,61,00,000 - -
Employees other than BoD and KMP 461 5,00,016 45 5,97,716
Workers 28 5,31,294 0 0
*The remaining Board members receive only sitting fees for attending meetings of the board/ committee.

b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 23-24 FY 22-23
Gross wages paid to females as % of total wages 9.79% 9.19%

4. Do you have a focal point (individual/ committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No)
Yes, the responsibility for overseeing human rights impacts or issues fall under the purview of the head of Human Resources.
Any grievances raised in this context are addressed by the head of HR. This ensures that the company’s policies and actions
align with human rights standards and that employees’ concerns are appropriately handled.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
There are various channels available for employees and workers to communicate grievances within the organisation :
1.Email and Phone: Employees can directly contact the HR department or specific individuals responsible for handling
grievances via email or phone calls.
2.Suggestion boxes: These provide a confidential and anonymous way for employees to raise concerns or suggestions,
including grievances ,without revealing their identity.
3. Hierarchical System: there is a designated system/process of hierarchy within the company to communicate grievances
right from the designated Human Rights Officer, Factory Manager, Site head and CEO & Managing Director,
96 | Thirumalai Chemicals Limited

6. Number of complaints on the following made by employees and workers:

FY 23-24 FY 22-23
Pending Pending
Filed during resolution Filed During resolution
Remarks Remarks
the year at the end of the year at the end of
year year
Sexual harassment Nil Nil Nil Nil Nil Nil
Discrimination at workplace Nil Nil Nil Nil Nil Nil
Child labour Nil Nil Nil Nil Nil Nil
Forced labour/Involuntary labour Nil Nil Nil Nil Nil Nil
Wages Nil Nil Nil Nil Nil Nil
Other human rights-related issues Nil Nil Nil Nil Nil Nil

7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, in the following format:

FY 23-24 FY 22-23
Total Complaints reported under Sexual Harassment on of Women at Workplace Nil Nil
(Prevention, Prohibition and Redressal) Act, 2013 (POSH )
Complaints on POSH as a % of female employees / workers Nil Nil
Complaints on POSH upheld Nil Nil

8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
TCL is dedicated to upholding a safe and productive work environment that is free from discrimination or harassment of any kind.
To ensure prompt and impartial resolution of any related complaints, we have established a trained internal complaints committee.
Also, TCL has a well-defined comprehensive POSH policy to address discrimination and harassment at workplace.
Weblink: https://thirumalaichemicals.com/wp-content/uploads/2023/05/POSH-POLICY.pdf
Further to this, there is also a Stakeholder Grievance Redressal policy for resolution of all grievances raised by the stakeholders,
Weblink:https://thirumalaichemicals.com/wp-content/uploads/2023/05/STAKEHOLDER-GRIEVANCE-REDRESSAL-POLICY.pdf

9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
The Company has a robust mechanism to address human rights requirements which are evidenced by the Company’s Code
of Conduct, Employment and Hiring policies, Supplier Code of Conduct in place. TCL has a Business and Human Rights policy
in place to outlining procedures and actions in response to human rights violations.
Weblink provided
https://thirumalaichemicals.com/wp-content/uploads/2023/05/BUSINESS-AND-HUMAN-RIGHTS-POLICY.pdf

10. Assessments of the year

% of your plants and offices that were assessed (by the entity or statutory authorities or third
parties)
Child labour 100% through statutory compliance
Forced/involuntary labour
Sexual harassment
Discrimination at workplace
Wages
Others – please specify

11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 9 above.
No risk/concern were identified and there is no necessity for corrective action.
 Statutory Reports Annual Report 2023-24 | 97

Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
Since there were no Human Rights grievances/complaints, no modifications of the processes was undertaken.

2. Details of the scope and coverage of any Human rights due diligence conducted
No due diligence has been conducted

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
The premises are currently not accessible to disabled visitors. However, we are committed to working on improvements to make
it accessible in the future .

4. Details on assessment of value chain partners:

% of your plants and offices that were assessed (by the entity or statutory authorities or
third parties)
Sexual Harassment
Discrimination at workplace
Child Labour
Nil
Forced Labour/Involuntary Labour
Wages
Others – please specify

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 4 above.
None.

Principle 6: Businesses should respect and make efforts to protect and restore the environment

We are committed to environmental responsibility recognising the importance of protecting and restoring the natural world.
We prioritise sustainable practices in our operations, minimise our ecological footprints, and actively seek opportunities to
contribute positively to environmental conservations efforts. Our dedication to respecting and safeguarding the environment
extends to promoting awareness, implementing green initiatives, and continuously improving our sustainability practises for the
benefit of current and future generations. Our commitment extends beyond compliance to environmental regulations; we strive
to be leaders in sustainable business practices by investing in eco-friendly technologies, collaborating with stakeholders on
environmental initiatives, and continually improving our environmental performance. By integrating environmental stewardship
into our core values and decision-making processes, we are dedicated to making a positive impact on the environment and
fostering a greener, more sustainable future.
SDG Linkages-

Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity
Unit@ FY 23-24 FY 22-23
From renewable sources
Total electricity consumption (A) GJ 17223 18037
Total fuel consumption (B) GJ - -
Energy consumption through other sources (C) (Waste Heat GJ 167932 150508
Recovery)
Total energy consumption (A+B+C) GJ 185156 168545
From non-renewable sources
Total electricity consumption (D) GJ 15334 13327
98 | Thirumalai Chemicals Limited

Parameter Unit@ FY 23-24 FY 22-23

Total fuel consumption (E) GJ 292710 674298
Energy consumption through other sources (F) GJ 0 0
Total energy consumed from non renewable sources (D+E+F) GJ 308044 687625
Total energy consumed (A+B+C+D+E+F) GJ 493200 856170#
Energy intensity per rupee of turnover (Total energy consumption/ GJ / million INR 24.36 46.35
turnover in rupees lakhs)
Energy intensity per rupee of turnover adjusted for Purchasing Power GJ / million INR 557.26 1060.59
Parity (PPP*) adjusted for
(Total energy consumed / Revenue from operations adjusted for PPP) PPP
Energy intensity in terms of physical output GJ / MT of 3.23 5.60
production
* PPP conversion factor, GDP (` per international $) by World Bank is considered for calculation.
@ GJ – Giga Joules
# For FY2022-23, the energy values are revisited and restated.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No assessment by external agency has been conducted in the current reporting year.

2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the performance, achieve,
and trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken if any.
Not applicable. There are no sites/facilities that have been identified as Designated Consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India

3. Provide details of the following disclosures related to water, in the following format:
Parameter FY 23-24 FY 22-23
Water withdrawal by source (in kilolitres)
(i) Surface water Nil Nil
(ii) Groundwater Nil Nil
(iii) Third-party water (Municipal Water Sources) 749810 567710
(iv) Seawater / desalinated water Nil Nil
(v) Others Nil Nil
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 749810 567710
Total volume of water consumption (in kilolitres ) 741832 556663
Water intensity per rupee of turnover (Total water consumption / Revenue from 36.63 30.14
operations) kL / million INR
Water intensity per rupee of turnover adjusted for Purchasing Power Parity 838.18 689.57
(PPP*)
(Total water consumption / Revenue from operations adjusted for PPP)
kL / million INR adjusted for PPP
Water intensity in terms of physical output 4.85 3.64
kL / MT of production
* PPP conversion factor, GDP (` per international $) by World Bank is considered for calculation

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No assessment by external agency has been conducted in the current reporting year
 Statutory Reports Annual Report 2023-24 | 99

4. Provide the following details related to water discharged

Parameter FY 23-24 FY 22-23
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water - -
No treatment - -
With treatment – please specify level of treatment - -
(ii) To Groundwater - -
No treatment - -
With treatment – please specify level of treatment - -
(iii) To Seawater - -
No treatment - -
With treatment – please specify level of treatment - -
(iv) Sent to third-parties - -
No treatment - -
With treatment – please specify level of treatment 7978* 11047*
(v) Others - -
No treatment - -
With treatment – please specify level of treatment - -
Total water discharged (in kilolitres) 7978 11047
*Ranipet manufacturing facility is Zero Liquid Discharge unit. The above-mentioned discharge pertains to Dahej Plant.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No assessment by external agency has been conducted in the current reporting year

5. Has the entity implemented a mechanism for zero liquid discharge? If yes, provide details of its coverage and
implementation.
Out of the two manufacturing facilities, Ranipet manufacturing unit has been 100% Zero Liquid Discharge since 2006. ZLD was
audited and certified by IIT Madras in 2021 for adequacy.

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter Unit@ FY 23-24 FY 22-23

NOx µg/m3 56 50
SOx µg/m3 145 80
Particulate matter (PM) µg/m3 32 45
Persistent organic pollutants (POP) - NA NA
Volatile organic compounds (VOC) µg/m3 12 12
Hazardous air pollutants (HAP) - NA NA
Others (Carbon Monoxide) µg/m3 14 15
Note: Indicate if any independent assessment/ evaluation/assurance have been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No assessment by external agency has been conducted in the current reporting year
100 | Thirumalai Chemicals Limited

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity:
Parameter Unit@ FY 23-24 FY 22-23
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, Metric tonnes of 101475 123850
HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, Metric tonnes of 3050 3989
HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 1 and Scope 2 emissions per rupee of turnover (Total Metric tonnes of 5.16 6.92
Scope 1 and Scope 2 GHG emissions / Revenue from operations ) CO2 equivalent /
million INR
Total Scope 1 and Scope 2 emission intensity per rupee of turnover Metric tonnes of 118.10 158.36
adjusted for Purchasing Power Parity (PPP*) (Total Scope 1 and CO2 equivalent
Scope 2 GHG emissions / Revenue from operations adjusted for / million INR
PPP) adjusted for PPP
Total Scope 1 and Scope 2 emission intensity in terms of physical Metric tonnes of 0.68 0.84
output CO2 equivalent /
MT of production
* PPP conversion factor, GDP (` per international $) by World Bank is considered for calculation

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No assessment by external agency has been conducted in the current reporting year

8. Does the entity have any project related to reducing greenhouse gas emission? If yes, then provide details .
The company has identified and initiated several projects aimed at reducing greenhouse gas(GHG) emissions. These projects
are part of our ongoing commitment to sustainability and environmental responsibility.
• We are planning to switch Fuel from FO to PNG for thermic fluid heaters resulting in 10% emission reduction.
• Utilise excess steam generated in plant in purification section to reduce FO consumption which reduces the burning of FO/
PNG, hence reducing emissions.

9. Provide details related to waste management by the entity, in the following format:
Parameter FY 23-24 FY 22-23
Total waste generated (in metric tonnes)
Plastic waste (A ) 0 0.05
E-waste (B) 2.04 0.4
Bio-medical waste (C) 0.001 0
Construction and demolition waste (D) 0 0
Battery waste (E) 0 0
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 5662.0 5216.0
Other Non-hazardous waste generated (H). Please specify, if any. 231.0 51.1
(Break-up by composition i.e. by materials relevant to the sector)
Total (A + B + C + D + E + F + G + H) 5895.0 5267.5
Waste intensity per rupee of turnover (Total waste generated/ Revenue from 0.29 0.29
Operations) MT/ million INR
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity 6.66 6.53
(PPP*) (Total waste generated / Revenue from operations adjusted for PPP)
MT/ million INR adjusted for PPP
Waste intensity in terms of physical output 0.039 0.034
MT/ MT of production
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
metric tonnes)
 Statutory Reports Annual Report 2023-24 | 101

Parameter FY 23-24 FY 22-23

Category of waste
(i) Recycled 12.4 7.85
(ii) Re-used NA NA
(iii) Other recovery operations NA NA
Total 12.4 7.85
For each category of waste generated, total waste disposed of by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 0 0
(ii) Landfilling 32.5 94#
(iii) Other disposal operations 4847.3 5165.6#
Total 4880.0 @ 5260.0 @
* PPP conversion factor, GDP (` per international $) by World Bank is considered for calculation
# Values in some categories have changed for FY23, because of regrouping of waste categories as per SEBI guidelines.
@ The difference in value between the waste generated and disposed is the ATFD Salt waste stored inside the facility as per the
regulatory norms.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency
No assessment by external agency has been conducted in the current reporting year.

10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted
by your company to reduce the usage of hazardous and toxic chemicals in your products and processes and the
practices adopted to manage such wastes.
1.  The Ranipet Unit is ZLD from 2006 onwards. All the waste waters generated in the unit is treated and recycled back into
the system.
2.  The Hazardous Waste generated in the manufacturing units are stored and disposed as per the Hazardous Waste
Management, Handling and Transboundary rules 2016.
3.  The Scrubber Solution which is a PA Plant effluent is collected and used as a raw material for the manufacture of Fumaric
Acid (Wealth from Wastes). The emissions from the Scrubber and Thermic Fluid Heater systems are connected online and
monitored on a 24 X 7 basis. These emissions are also monitored by TNPCB and CPCB. E-Waste generated in the unit is
disposed to TNPCB authorised E-Waste recyclers on a regular basis

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc.) where environmental
approvals/clearances are required, please specify details in the following format:
Whether the conditions of environmental approval
Sr.
Location of operations/offices Location of operations/offices / clearance are being complied with? (Y/N) If no, the
No.
reasons thereof and corrective action taken, if any.
No Operations in these areas. All operations in SIPCOT and GIDC complexes earmarked for industry with valid EIA and EC’s

12. Details of Environmental Impact Assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
Results
Whether conducted by
Name and brief communicated in Relevant Web
EIA Notification No. Date independent external
details of project public domain (yes/ link
agency (Yes / No)
no)
Not applicable and all manufacturing facilities are located at Industrial estate areas.
102 | Thirumalai Chemicals Limited

13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water
(prevention and control of pollution) Act, Air (prevention and control of pollution) Act, Environment Protection Act, and
rules there under (Y/N). If not, provide details of all such non-compliances:
Yes, we are fully compliant with the applicable environmental law/ regulations and guidelines in India.

Specify the law / regulation Any fines / penalties / action taken by

Sr. Provide details of Corrective action
/ guidelines which was not regulatory agencies such as pollution
No. the non-compliance taken if any
complied with control boards or by courts
Not applicable

Leadership Indicators
1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area: Not applicable
(ii) Nature of operations: Not applicable
(iii) Water withdrawal, consumption and discharge in the following format:
FY 23-24 FY 22-23
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in kilolitres)
Total volume of water consumption (in kilolitres)
Water intensity per rupee of turnover (Water consumed / turnover)
Water intensity (optional) – the relevant metric may be selected by the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water
No treatment
With treatment – please specify level of treatment Not applicable
(ii) Into Groundwater
No treatment
With treatment – please specify level of treatment
(iii) Into Seawater
No treatment
With treatment – please specify level of treatment
(iv) Sent to third-parties
No treatment
With treatment – please specify level of treatment
(v) Others
No treatment
With treatment – please specify level of treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No independent assessment/ evaluation/assurance has been carried out by an external agency.
 Statutory Reports Annual Report 2023-24 | 103

2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter Unit@ FY 23-24 FY 22-23
Total Scope 3 emissions ((Break-up of the GHG into CO2, CH4, N2O, Metric tonnes of We are in the No assessment
HFCs, PFCs, SF6, NF3, if available) CO2 equivalent process of was done in FY
Total Scope 3 emissions per rupee of turnover (in lakhs) identifying, 22-23.
assessing, and
cataloging
our Scope 3
emissions.
Total Scope 3 emission intensity (optional) – the relevant metric may -
be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No independent assessment/ evaluation/assurance has been carried out by an external agency.

3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details
of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
activities.
No ecologically sensitive areas around the unit

4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the
same as well as outcome of such initiatives, as per the following format:
Sr. Details of the initiative (Web-link, if any, may be
Initiative undertaken Outcome of the initiative
No provided along-with summary)
1. Production of Fumaric Acid from the Adopted the Isomerisation process to produce 74.1 Cr. / Year Savings
Scrubber solution of PA Plant Fumaric Acid from Maleic Acid (Scrubber Solution)
http://www.thirumalaichemicals.com/environment.
html
2 Zero Liquid Discharge Process Implemented Zero Liquid Discharge Process 0.45 Cr. / Year Savings
http://www.thirumalaichemicals.com/environment.
html
3 PP and HDPE bags disposal to The used and damaged bags generated during the 0.02 Cr./ Year Savings
authorised recyclers process is sent to authorised recyclers instead of
Hazardous Waste

5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes, the organisation has a disaster recovery plan, which is a comprehensive framework designed to ensure swift and effective
responses to unforeseen events that could disrupt operations. This plan outlines strategic measures to mitigate risks, restore
critical functions, and minimise downtime in the event of natural disasters, technological failures, or other emergencies. The
responsibility for the Business Continuity and Disaster Management plan lies with the Safety Department Head, referencing ISO
14001:2015, and ISO 45001 Clause 8.2- Emergency Preparedness and Response.
The procedure involves identifying potential emergencies by analyzing all activities and products for their environmental impact.
It also anticipates emergencies like major fires, flammable liquid releases, explosions, natural disasters, Structural Collapse,
Uncontrollable leakage of hazardous chemicals, Deluge of untreated effluent or High Pressure Steam Etc. Each one of them or
a combination of them can be an Emergency Situation
The Business Continuity and Disaster Management Plan applies to all the emergency situations which can occur in any of the
locations like the Factory premises in SIPCOT, Ranipet, Receiving terminal at Walaja Road Railway Station, Ammoor or Storage
Installation at Royapuram, Chennai near Chennai Port. The Emergency Preparedness and Response plan are prepared by the
Safety Head, Terminal Heads, and Productions Heads, approved by Management representatives ,and distributed to relevant
personnel. Regular testing, including unannounced drills, is conducted for each scenario, with observations documented for
continual improvement. Plans are regularly reviewed based on insights from mock drills and real emergencies by the Safety Head.
Web Link: https://thirumalaichemicals.com/wp-content/uploads/2023/05/BUSINESS-CONTINUITY-POLICY.pdf
104 | Thirumalai Chemicals Limited

6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation
or adaptation measures have been taken by the entity in this regard.
Not yet assessed

7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
There are vendor assessment checklist and supplier assessment checklist available covering various environmental management
parameters. These checklists enable us to track the environmental impacts of our value chain partners. While the entity has not
yet conducted an analysis of this data, we plan to do so in the future.

Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent

TCL is affiliated with numerous reputable trade and industry chambers, enabling us to actively participate in diverse business
communities, acquire valuable insights and contribute to industry growth and development. These partnerships are instrumental
in fostering meaningful collaborations, staying informed about industry trends, and collectively striving to make a positive impact
on businesses.
SDG Linkages-

Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
TCL is affiliated to 5 trade and industry chambers and associations.
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such a body)
the entity is a member of/ affiliated to.

S. Reach of trade and industry chambers/ associations

Name of the trade and industry chambers/ associations
No. (State/National)
1 Confederation of Indian Industry National
2 Indian Chemical Council National
3 Chemical Industries Association National
4 Indo American Chamber of Commerce India, USA
5 Chemicals & Petrochemicals Manufacturers Association National

2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
entity, based on adverse orders from regulatory authorities.
Name of authority Brief of the case Corrective action taken
No cases were filed by any stakeholder against TCL regarding unfair trade practices, irresponsible advertising, and
anticompetitive behaviour during the financial year.

Leadership Indicators
1. Details of public policy positions advocated by the entity
Frequency of review
Whether information by board
S. Method resorted for Web-link, if
Public policy advocated available in the public (Annually/ half yearly/
No. such advocacy available
domain? (Yes/No) quarterly / others –
please specify)
1 Administrative participation by Through Industry
company personnel in Chem Skill associations covering
Development Centre (CSDC)- ~300 graduates Yes No board review -
Established for training Chemical every year including
Engineering graduates. industrial training
 Statutory Reports Annual Report 2023-24 | 105

PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

At the core of our values, we endeavour to make a positive impact on the society and believe in creating opportunities that are
accessible to everyone, regardless of background or circumstances. This commitment is reflected in our CSR(Corporate Social
Responsibility) activities Through our initiatives and partnerships, we aim to empower marginalised communities, promote
diversity and inclusion, and contribute to building a more equitable and prosperous society for all. Our CSR policy covers wider
areas of principal support like Education, Health, Women Empowerment and Community development services. Our dedicated
CSR committee recommends the spending on approved CSR activities and monitors them to achieve impactful result.
SDG Linkages-

Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.
Whether conducted Results
Name and brief by independent communicated in
SIA notification No. Date of notification Relevant web link
details of project external agency public domain (Yes/
(Yes/No) No)
Not Applicable

2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format:
S Name of project for No. of project affected % Of PAFs Amounts paid to PAFs
State District
No. which R&R is ongoing families (PAFs) covered by R&R in the FY (In `)
Not Applicable

3. Describe the mechanisms to receive and redress grievances of the community.

There is a Manual system in place for community to record grievances at main entrance gate of each of facilities.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 24 FY 23
Directly sourced from MSMEs/ small producers 66% 64 %
Directly from within India 89.5% 94.5%

5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed
on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost
Location Current FY Previous FY
Rural 0 0
Semi-urban 13 12
Urban 72 77
Metropolitan 15 12
(Place to be categorised as per RBI Classification System - rural / semi-urban / urban / metropolitan)
106 | Thirumalai Chemicals Limited

Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
Not applicable

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
Sr. No. State Aspirational District Amount spent (In INR)
Not Applicable - - -

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalised /vulnerable groups? (Yes/No)
Our selection of suppliers is purely based on their reputation in the Market, recommendation from any of their business
associates and our assessment of their technical ability.
(b) From which marginalised /vulnerable groups do you procure? NA
(c) What percentage of total procurement (by value) does it constitute? NA

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge:
Sr. Intellectual Property based on Basis of calculating benefit
Owned/ Acquired (Yes/No) Benefit shared
No. traditional knowledge share
Nil

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved.
Name of authority Brief of the Case Corrective action taken
None

6. Details of beneficiaries of CSR Projects:

No. of persons % of beneficiaries
Sr.
CSR Project benefitted from CSR from vulnerable and
No.
Projects marginalised groups
1 Thirumalai Charity Trust- Early detection, Monitoring and Control of Non- 39160 90 %
Communicable diseases
2 Freedom Trust, Chennai (For providing beneficiaries with artificial limbs at 93 100%
HD Kote, Karnataka)
3 Bhuvana Foundation, Chennai (For donation under CSR for its School 112 100%
"Vidya Vanam" at Anaikatty, Coimbatore.)
4 South Central India Network for Development Alternatives (SCINDeA), 430 100%
Vellore (For a Project on RO based Water Purifier with 1 Year
Comprehensive AMC Plan for Students of 1 Rural School & Renovation of
a Toilet Block in 1 Rural School)
 Statutory Reports Annual Report 2023-24 | 107

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Our company operates with a customer-centric mindset, placing a high value on engaging with our customers and providing
them with meaningful value in a responsible manner. We believe that by actively listening to our customers, understanding their
needs, and delivering products and services that meet and exceed their expectations, we can build lasting relationships and
drive sustainable growth. Our commitment to responsible engagements ensures that we prioritise transparency, fairness, and
ethical practices in all our interactions with customers, fostering trust and loyalty.
SDG Linkages-

Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Upon receiving a customer complaint, it is promptly directed to the respective plant for investigation. The root cause of the
problem is identified, and corrective actions are implemented. Subsequently, the details of the corrective actions taken are
communicated to the customer.

2. Turnover of products and/or services as a percentage of turnover from all products/services that carry information
about:
As a % to total turnover
Environmental and social parameters relevant to the product 100 %
Safe and responsible usage 100 %
Recycling and/or safe disposal None

3. Number of consumer complaints in respect of the following:

Current FY Previous FY
Pending Pending
Received Received
resolution at Remarks resolution at Remarks
during the year during the year
end of year end of year
Data privacy Nil Nil Nil Nil Nil Nil
Advertising Nil Nil Nil Nil Nil Nil
Cyber-security Nil Nil Nil Nil Nil Nil
Delivery of essential services Nil Nil Nil Nil Nil Nil
Restrictive trade practices Nil Nil Nil Nil Nil Nil
Unfair trade practices Nil Nil Nil Nil Nil Nil
Other 15 0 None 19 19 Quality
issues

4. Details of instances of product recalls on account of safety issues.

Number Reasons for Recall
Voluntary Recalls 0 0
Forced Recalls 0 0

5. Does the entity have a framework/policy on cyber security and risks related to data privacy? If available, provide a
web link to the policy.
Yes- Thirumalai Chemicals has a comprehensive Cyber Security policy to safeguard sensitive data, systems and networks
from cyber threat. It outlines comprehensive guidelines and procedures for ensuring the confidentiality, integrity, and availability
of information assets. By prioritising cybersecurity, we aim to protect our organisation and stakeholders from potential cyber-
attacks, and data breaches, maintaining trust, and upholding the integrity of our operations.
Weblink : https://thirumalaichemicals.com/wp-content/uploads/2023/05/CYBER-SECURITY-POLICY.pdf
108 | Thirumalai Chemicals Limited

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action
taken by regulatory authorities on the safety of products/services.
There have been no instances of issues related to advertising, delivery of essential services, cyber security and data privacy of
customers, hence no corrective actions were taken.

7. Provide the following information relating to data breaches:

a. Number of instances of data breaches Nil

b. Percentage of data breaches involving personally TCL through its robust IT infrastructure ensures complete
identifiable information of customers record of any data breach incidence. Since there were no data
breaches during the reporting period
c. Impact, if any, of the data breaches None

Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link,
if available).
TCL’s services and information can be accessed through the website www.thirumalaichemicals.com.

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
The customers are provided the required process and product handling annexures for safe usage.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

In case of unavailability of products customers are kept duly informed.

4. Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer
satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the
entity as a whole? (Yes/No)
The information such as product Name, Batch No. CAS No., Date of production, Date of Expiry, supplier details, bag net weight
& gross weight, labelling instructions, hazard statements, & precautionary statements are displayed on the product. TCL hasn’t
carried out any customer satisfaction survey relating to the major products / services of the entity.
 Statutory Reports Annual Report 2023-24 | 109

Corporate Governance Report

[as required under schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

THE COMPANY’S PHILOSOPHY ON CORPORATE BOARD OF DIRECTORS

GOVERNANCE Your Company’s Board of Directors (“Board”) decides the
The policies and practices of your Company have always been policies and strategy of the Company and has the overall
ethical, compliant with laws and regulations and sustainable. superintendence and control over the management
We believe that it is possible to follow all those policies and of the Company. The Board and its committees review
also be competitive. Your Company also recognises the implementation of these, and assist the executive management
importance of these for growth and presence in various team as needed. They also ensure that good governance
geographies, interacting with stakeholders from different and risk management policies and practices, and efficient
countries. business processes are implemented rigorously. In the
course of discharging their duties, the Board acts in good faith,
We as a team have a responsibility to be fair and transparent
with due diligence and care, and in the best interests of the
in our interactions with employees, customers, suppliers,
Company and its shareholders. The Board is ever conscious
partners, shareholders and with the communities we live and
of its responsibility as a Trustee of the shareholder’s interests.
operate in.
Compliance with progressive social norms and with regulatory a) Board Composition:
requirements is the necessary cost for doing business and 1) The Board of Directors of your Company presently
essential for our sustainability. These are our values and we comprises of a Chairman & Managing Director, another
constantly work with our employees so that the individuals Managing Director and nine Non-Executive Directors.
and teams in the company internalise them and work within 2) All Directors other than Mr. R. Sampath, Mrs. Ramya
this framework. Bharathram, Mr. R. Parthasarathy and Mr. P. Mohana
This has given us a good reputation as an employer, business Chandran Nair are Independent Directors. Mr. R. Sampath
partner and a member of the community. The Board of the is the brother of Mr. R. Parthasarathy (CMD) and the father
company and the Management team remain committed to of Mrs. Ramya Bharathram (MD).
this culture of integrity and transparency in the conduct of
b) Matrix setting out skills of Board of Directors:
our business.
The list of core skills/expertise/competencies identified
by the Board of Directors as required in the context of its
business(es) and sector(s) for it to function effectively and
those actually available with the Board are summarised
below. The lack of a mark does not mean the director
does not possess that qualification or skill; rather a mark
indicates a specific area of focus or expertise on which
the Board relies most heavily.
110 | Thirumalai Chemicals Limited

Core Skill/ expertise identified by the Board as required for the Company.

Human Resources Mgmt & Labour Relations

Technical skills – Chemical Industry

Corporate Laws and Compliances

Business operations and Mgmt.

Quality & Performance Mgmt.

Government & Gov Relations

Finance, Accounting, Audit
*Name of Board

Stakeholder Engagement
Members

Mergers & acquisitions

Reach & Development

Reach & Development

Board & Governance

Sales and marketing

Continuous learning
Years of Experience

Strategic Planning

Global business
Project Mgmt.

Safety Mgmt

Ethics
Skill/ expertise/ competencies possessed by the Directors of the Company.
1
MR. R. 45+ √ √ √ √ √ √ √ √ √ √ √ √ √
PARTHASARATHY
MR. R. SAMPATH 50+ √ √ √ √ √ √ √ √ √ √ √ √ √
MR. R. 45+ √ √ √ √ √ √ √ √ √ √ √ √
RAVISHANKAR
MR. RAJ KATARIA 30+ √ √ √ √ √ √ √ √ √ √ √
MR. DHRUV 20+ √ √ √ √ √ √ √ √ √
MOONDHRA
MR. ARUN 45+ √ √ √ √ √ √ √ √ √ √ √ √ √ √
RAMANATHAN
2
MRS. RAMYA 25+ √ √ √ √ √ √ √ √ √ √ √ √ √
BHARATHRAM
MR. P. MOHANA 40+ √ √ √ √ √ √ √ √ √ √ √ √ √
CHANDRAN NAIR
MR. RAJEEV 45+ √ √ √ √ √ √ √ √ √ √ √ √ √ √
PANDIA
MRS. BHAMA 40+ √ √ √ √ √ √ √ √ √ √ √ √ √
KRISHNAMURTHY
MR. ARUN 25+ √ √ √ √ √ √ √ √ √ √ √ √ √
ALAGAPPAN
1
Chairman & Managing Director
2
Managing Director
*As per the provisions of Companies Act, 2013 the Independent Directors of the Company have registered themselves on
Independent Director database and have been exempted from the proficiency self-assessment test conducted by the Indian
institute of Corporate Affairs.

c) Confirmation from the Board of Directors as per Schedule V Part C (2) (i):
Pursuant to the provisions of the SEBI (Listing Obligation and Disclosure Requirements) read with Schedule V Part C (2) (i)
the Board of Directors of the Company hereby confirm that in the opinion of the Board, the Independent Directors fulfill the
conditions specified under Regulation 16 (1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are independent of the management.

d) Certificate from the Practicing Company Secretary as per Schedule V Part C (10) (i):
A certificate from a Company Secretary in practice stating that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of
Corporate Affairs or any such statutory authority has been obtained by the Company.
 Statutory Reports Annual Report 2023-24 | 111

e) Board Meetings:
The Board meets regularly at quarterly intervals and holds additional meetings as and when appropriate and needed.
Four meetings of the Board of Directors were held during FY 2023–24 on May 17, 2023, July 22, 2023, November 3,
2023, and February 6, 2024. All operational and statutorily required information was placed before and significant events
reported to the Board.
The Company Secretary, in consultation with the Managing Director, drafted the agenda of the meeting(s). Agenda papers
along with relevant details were circulated to all Directors, well in advance of the date of each Board meeting.
Minutes of the Board meetings were prepared by the Company Secretary with details of decisions reached, any concerns
raised and dissenting views expressed. The draft minutes were sent to all Directors within a reasonable time after each
meeting for their comments before being formally signed by the Chairman of the meeting. Copies of the final version of the
minutes of the Board meetings were sent to the Directors for information and record.
The Meetings of the Board and Committee were conducted in compliance with the Secretarial Standard issued by the
Institute of Company Secretaries of India.

f) Directors Attendance Record and Directorships held:

The details of attendance of each Director at the four Board meetings held during FY 23-24, at the last AGM and other
particulars of Directorships are given

No. of Board Sub-Committees

Direc- (Audit Committee and
Attendance at
Name of the torships Name of the other Companies in Stakeholders Relationship
Category Committee)
Director in Other which Directorship is held
Last Compa- Member- Chair-
BODM nies
AGM ship manship
Mr. R. 4 Yes 2 Listed: - -
Parthasarathy1 -
Others:
1. Jasmine Limited Non-Executive
2. N. R. Swamy Investments Non-Executive
Private Limited
Mr. Raj Kataria 3 Yes 3 Listed: 3 -
1. KEMP and company limited Independent
Others:
1. Mumtaz Hotels Limited Independent
2. Arpwood Capital Private Executive
Limited
Mr. R. Ravi Shankar 4 Yes 1 Listed: 1 1
- -
Others:
1. Acsys Investments Private Non –Executive
Limited
Mr. Dhruv 4 Yes 7 Listed: - -
Moondhra 1. TTK Prestige Limited Independent
Others:
1. Ice Steel 1 Private Limited Executive
2. Steel Mart India Private Executive
Limited
3. Steel Endeavours Private Executive
Limited
4. A.T.E. Enterprises Private Executive
Limited.
5. A.T.E. Private Limited Executive
6. TCL Intermediates Private Non –Executive
Limited
112 | Thirumalai Chemicals Limited

No. of Board Sub-Committees

Direc- (Audit Committee and
Attendance at
Name of the torships Name of the other Companies in Stakeholders Relationship
Category Committee)
Director in Other which Directorship is held
Last Compa- Member- Chair-
BODM nies
AGM ship manship
Mr. R. Sampath 4 Yes 3 Listed: 2 -
1. Ultramarine & Pigments Non-Executive
Limited
Others:
1. Ultramarine Specialty Non-Executive
Chemicals Limited
2. Ultramarine Fine Chemicals Non-Executive
Limited
Mrs. Ramya 3 Yes 2 Listed: - -
Bharathram2 - -
Others:
1. Jasmine Limited Non-Executive
2. N. R. Swamy Investments Non-Executive
Private Limited
4 Yes 1 Listed: - -
- -
Mr. P. Mohana
Chandran Nair Others:
TCL Intermediates Private Executive
Limited
Mr. Arun 4 No 1 Listed: 2 1
Ramanathan 1. Equitas Small Finance Bank Independent
Limited
Others:
- -
Mr. Rajeev Pandia 4 Yes 5 Listed: 5 2
1. GRP Limited Independent
2. The Supreme Industries Independent
Limited
3. Ultramarine & Pigments Independent
Limited
4. Excel Industries Limited Independent
5. Supreme Petrochem Limited Independent
Others:
- -
Mrs. Bhama 3 Yes 7 Listed: Independent 6 0
Krishnamurthy 1.Network18 Media & Independent
Investments Limited
2.Cholamandalam Investment Independent
and Finance Company Limited
3. CSB Bank Limited Independent
4. Five Star Business Finance Independent
Limited
5. Muthoot Microfin Limited Independent
Others:
1. E-Eighteen.com Limited Non –
Executive
2. Reliance Corporate IT Park Non –
Limited Executive
 Statutory Reports Annual Report 2023-24 | 113

No. of Board Sub-Committees

Direc- (Audit Committee and
Attendance at
Name of the torships Name of the other Companies in Stakeholders Relationship
Category Committee)
Director in Other which Directorship is held
Last Compa- Member- Chair-
BODM nies
AGM ship manship
Mr. Arun 4 Yes 6 Listed: 2 -
Alagappan 1.Coromandel International Executive
Limited
2. Lakshmi Machine Works Independent
Limited
Others:
1. Southern India Chamber of Non –
Commerce & Industry Executive
2. Madras Race Club Non –
Executive
3. Yanmar Coromandel Non –
Agrisolutions Private Limited Executive
4. Dare Ventures Limited Non –
Executive
1
Chairman & Managing Director
2
Managing Director

g) Remuneration of Directors:
The remuneration paid to the Managing Directors is within the ceilings as per the resolutions approved by the shareholders
and prescribed under the Schedule V to the Companies Act, 2013.
Details of remuneration paid to the Managing Directors during the year ended March 31, 2024 are:
Contribution Perquisites &
Salary Commission to P.F. and others (excluding
Name Position TOTAL
` ` other Fund actuarial valuation)
` `
Mr. R. Parthasarathy Managing 306,00,000 Nil 25,98,000 96,222 3,32,94,222
Director
Mrs. Ramya Bharathram Managing 1,32,00,000 NIL 9,42,000 NIL 1,41,42,000
Director
Sitting fees payable to the Non-Executive Directors for attending the Board and eligible Committee meetings. The Non-Executive
Directors are also paid commission on an annual basis, in such proportion as decided by the Board, and the total commission
payable to such Directors did not exceed 1% of the net profits of the Company.
The sitting fees and commission paid to the Non-Executive Directors are as under:

Sitting fees and commission paid to the Non-Executive Directors

Commission paid for Commission payable for
Name of the Director Sitting fees paid (`)
2022-23 (`) FY 23-24 (`)
Mr. Raj Kataria 5,85,000.00 17,77,871.00 5,15,158.60
Mr. R.Ravishankar 9,75,000.00 29,03,869.00 7,78,218.30
Mr. Dhruv Moondhra 6,15,000.00 19,02,982.00 5,15,158.60
Mr. Arun Ramanathan 7,65,000.00 19,02,982.00 5,67,770.50
Mr. R.Sampath 9,15,000.00 26,53,647.00 7,25,606.30
Mr. Rajeev Pandia 10,05,000.00 22,78,315.00 7,78,218.30
Mrs. Bhama Krishnamurthy 5,85,000.00 19,02,982.00 4,62,546.60
Mr. Arun Alagappan 3,75,000.00 8,58,352.00 3,57,322.80
114 | Thirumalai Chemicals Limited

h) 
Details of the Shares held by Non-Executive and operations of the Company are handled efficiently and as
Directors as on March 31, 2024 per policies and relevant expertise.
Name of the Director No. of Shares held Currently, the Board has Eight Committees: The Audit
Mr. R.Sampath 36,000 Committee, the Stakeholder Relationship Committee, the
Mr. Raj Kataria 500 Business Review Committee, the Nomination & Remuneration
Mr. Rajeev Pandia 2,400 Committee, the Corporate Social Responsibility Committee,
the Risk Management Committee, the Investment, Finance
BOARD COMMITTEES and Banking Committee and the Strategy Review Committee.
The Board delegates its powers and authorities from time to Two Third of the Members of each Committee are Independent
time to committees in order to ensure that the management Directors.

A) AUDIT COMMITTEE:
The Composition of the Audit Committee of the Company meets with the requirements of Section 187 of the Companies
Act, 2013 and as required under Reg. 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Members
S.No Name of the Director Category No. of Meetings Attended
1. Mr. R. Ravi Shankar Independent Director & Chairman 4
2. Mr. Raj Kataria Independent Director 4
3. Mr. Arun Ramanathan Independent Director 4
4. Mrs. Bhama Krishnamurthy. Independent Director 3
5. *Mr. Rajeev Pandia Independent Director 3
6. Mr. R. Sampath Director 3
*Inducted as a member on 22.07.2023
Four meetings of the Audit Committee were held during FY 23-24 on May 16, 2023, July 21, 2023, November 3, 2023,
and February 6, 2024.

The Objectives of the Audit Committee are as follows:  Reviewing the Company’s financial reporting
process.
 Assisting the Board in its responsibility for
overseeing the processes related to the financial  Reviewing the Quarterly and Annual results before
accounting, auditing and reporting practices it is considered by the Board of Directors, the Group
of the Company and its compliances with legal Company transactions, Internal Auditors Report and
and regulatory requirements, the audits of the the Action Taken Report thereon.
Company’s financial statements and shall, inter
Besides its regular responsibilities, your Company’s Audit
alia, include, the recommendation for appointment,
Committee also carried out the following specific tasks:
remuneration and terms of appointment of auditors
of the Company; review and monitor the auditor’s  Reviewing the :
independence and performance, and effectiveness
o Internal Audit plan of the Company, for inclusion
of audit process;
in the Internal Audit reports prepared by the
 Examination of the financial statement and the Group Audit and Risk Assurance Department
auditors’ report thereon; of the Company (“GARA”), reviewing the
Audit plans of external Auditors and their
 Approval or any subsequent modification of
remuneration.
transactions of the Company with related parties;
scrutiny of inter-corporate loans and investments; o Performance, Constitution and Terms of
Reference of the Audit Committee.
 Valuation of undertakings or assets of the Company,
o Company’s programs on Bank Charges /
wherever it is necessary; evaluation of internal
Commitment charges and helped to review the
financial controls and risk management systems;
system to streamline and speed up collection
 Monitoring the end use of funds raised through of relevant Forms.
public offers and related matters. o Plans for Improvement of ERP system.
 Statutory Reports Annual Report 2023-24 | 115

 Compliance with IND AS Programme

 Implementation of Forex Policy in the Company
 Making recommendation on the re-appointment of the external auditor as and when due

B) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee constitutes of the following members:
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr.Arun Ramanathan Independent Director & Chairman 1
2. Mr. Raj Kataria Independent Director 1
3. Mr. R. Sampath Director -
One Meeting of the Stakeholders Relationship Committee was held during FY 23-24 on May 8, 2023.

The Stakeholders Relationship Committee deals with the Mr. T. Rajagopalan has been the Company Secretary
following matters: and Compliance Officer from May 15, 2012.
 Resolving the grievances of the security holders Total 10 complaints were received during
of the listed entity including complaints related to FY 23-24. All the said grievances were addressed to
transfer/transmission of shares, non-receipt of the satisfaction of the investors. There is no pending
annual report, non-receipt of declared dividends, complaint on the website of SEBI or with the Stock
issue of new/duplicate certificates, general Exchanges.
meetings etc.
During FY-23-24, the work carried out by
 Review of measures taken for effective exercise of Stakeholders Relationship Committee includes:
voting rights by shareholders.
 Prompt resolution of all queries/complaints from
 Review of adherence to the service standards Shareholders and Investors.
adopted by the listed entity in respect of various
 The process of share transfer was delegated to an
services being rendered by the Registrar & Share
R&T and is carried out in compliance with the Listing
Transfer Agent.
Regulation which will be confirmed and ratified by
 Review of the various measures and initiatives taken the Board at each subsequent meeting.
by the listed entity for reducing the quantum of
It may be noted that the shareholding in
 
unclaimed dividends and ensuring timely receipt of
dematerialised mode as on March 31, 2024 was
dividend warrants/annual reports/statutory notices
99.07 %.
by the shareholders of the company.

C) BUSINESS REVIEW COMMITTEE:

The Business Review Committee constitutes of the following members:
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr. Rajeev Pandia Independent Director & Chairman 4
2. Mr. R. Ravi Shankar Independent Director 4
3. Mr. Dhruv Moondhra Independent Director 3
4. Mr. R. Sampath Director 4
Four meetings of the Business Review Committee were conducted during FY 23-24 on April 1, 2023, July 14, 2023,
October 26, 2023 and January 23, 2024.
116 | Thirumalai Chemicals Limited

The objectives of the Business Review Committee are: y  dvising and guiding the Management team on
A
implementation, especially relating to specific
y Setting and approving performance goals &
important details for each business unit, and overall
issues and midterm corrections.
for the Company. Besides the above matters, during FY23-24, the Business
Review Committee specifically:
y Reviewing, discussing and critiquing the
Performance of all Business Units with the
Management team of the Company; Reviewing
y  eviewed and recommended the upgradation of
R
Plants and the Capex involved.
performance with respect to the Budgets and Plans.
y  eviewed the execution plans of the ongoing
R
y  iscussing and reviewing market & product
D
development, working capital management, supply
projects.

chain, business volatility and forecasts; reviewing y Reviewed logistics cost initiatives by the Company
the growth strategy and implementation.
y  ixed various Operational and Financial Targets for
F
the Company.

D) NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee constitutes of the following members:
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr. Raj Kataria Independent Director & Chairman 1
2. Mr. Rajeev M. Pandia Independent Director 1
3. Mr. R. Sampath Director 1
During FY 23-24 period, the Nomination & Remuneration Committee held a meeting on May 10, 2023, which was adjourned
and subsequently reconvened on May 14, 2023.

The function of the Nomination and Remuneration y Made recommendations in relation to the re-
appointment of the Managing Director and retiring
Committee includes:
Director.
y Identifications of persons who are qualified to
become Directors and who may be appointed to y Reviewed the remuneration policy & structure for
the Directors and the Senior Management.
Senior Management in accordance with the criteria
laid down and recommend to the Board their
appointment and removal. y Made recommendations to the Board regarding the
Directors’ fee and other allowances for FY 23-24
y  ormulate the criteria for determining qualifications,
F
positive attributes and independence of a Director y Determining the remuneration of Senior
Management.
and also recommend to the Board a policy relating to
the remuneration for the Directors, Key Managerial y Made recommendation in relation to the
remuneration for the Chief Executive Officer &
Personnel and other employees.
Executive Directors.
y  eview and make recommendations to the Board
R
a Company’s policy and structure for remuneration Criteria for evaluation of performance of Independent
of Directors and towards establishment of a formal Directors and the Board of Directors.
and transparent procedure to determine such Specific Criteria for evaluation of performance of
remuneration.
Independent Directors
y  ake recommendations to the Board on the
M
remuneration packages, including benefits in kind, y Participation and contribution by a Director;
pension rights and compensation payments, of y Commitment, including guidance provided to the
Senior Management outside of Board/ Committee
individual Executive Directors.
Meetings;
During FY-23-24, the work carried out by the Nomination
and Remuneration Committee was: y Effective deployment of knowledge and expertise;

y Reviewed the structure of the Board, and the y Effective management of relationship with various
stakeholders;
independence of independent Non-Executive
Directors.
y Independence of behavior and judgment.

y Maintenance of confidentiality of critical issue

 Statutory Reports Annual Report 2023-24 | 117

E) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee comprises of the following members:
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr. Arun Ramanathan Independent Director & Chairman 2
2. Mrs. Bhama Krishnamurthy Independent Director 2
3. Mr. R. Sampath Director 2
Two meetings of the Corporate Social Responsibility Committee were conducted during FY 23-24 on May 8, 2023 and
December 15, 2023.
The Committee formulates the CSR policy to undertake social activities as specified under Schedule VII of the Companies
Act, 2013 for approval of the Board. The Committee recommends spending on the approved CSR activities and monitors the
spending and performance of such activities.
During FY-24, based on the recommendation of the CSR Committee, your Company¬ made a donation of ` 362 lakhs to
CSR activities.

F) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises of the following members:
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr. Rajeev M. Pandia Independent Director & Chairman 4
2. Mr. Dhruv Moondhra Independent Director 3
3. Mrs. Ramya Bharathram Managing Director 3
4. Mr. Sanjay Sinha Chief Executive Officer 4
5. Mr. B. Krishnamurthy Executive Vice President Accounts & Systems 4
Four meetings of the Risk Management Committee were conducted during FY 23-24 on April 22, 2023, July 13, 2023,
October 25, 2023 and January 16, 2024.
The Committee has formulated a Risk Management policy to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company’s business.

G) INVESTMENT, FINANCE AND BANKING COMMITTEE:

The Investment, Finance and Banking Committee comprises of the following members
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mr. R. Ravi Shankar Independent Director & Chairman -
2. Mrs. Ramya Bharathram Managing Director -
3. Mr. Raj Kataria Independent Director -
4. Mr. Arun Ramanathan Independent Director -
5. Mrs. Bhama Krishnamurthy Independent Director -
No meetings of the Investment, Finance and Banking Committee was conducted during FY 23-24.
The Investment, Finance and Banking Committee is being constituted to invest in securities listed in any Indian Stock
Exchange or in any other suitable investments as deemed fit and to avail/change credit facilities/limits from any bank/ of
consortium banks. The committee meets occasionally when investment decisions are to be made.
118 | Thirumalai Chemicals Limited

H) STRATEGY REVIEW COMMITTEE:

The Strategy Review Committee of the Board comprises of the following members
Members:
S.No Name of the Director Category No. of Meetings Attended
1. Mrs. Ramya Bharathram Managing Director & Chairperson of the 1
Committee
2. Mr. Rajeev Pandia Independent Director 1
3. Mr. R. Parthasarathy Chairman & Managing director 1
One meeting of the Strategy Review Committee was conducted during FY 23-24 on November 16, 2023.
The Strategy Review Committee is constituted to conduct studies and discussions for identifying New Business & proposals.
The Committee meets occasionally when required.

Independent Directors meeting:

During the year under review the Independent Directors met once on May 10, 2023, inter alia to discuss and review the
performance of Non-Independent Directors, Board as a whole and Chairman of the Company.
All the Independent Directors were present at the meeting except Mr. Raj Kataria & Mr. Dhruv Moondhra.

Performance evaluation of Independent Director:

A detailed note is provided in the Directors report.

Senior management:
The Senior management of the company is given below:

S.No Name of the Director Category

1. Mr. C.G. Sethuram Group Chief Executive Officer - Strategic initiatives & new
businesses
2. Mr. Sanjay Sinha Chief Executive Officer
3. Mr. T. Rajagopalan Company Secretary
4. Mr. S. Venkatraghavan President – Food Ingredients
5. Mr. R. Srinivasaraghavan President – Factory Operations – Manufacturing
6. Ms. J. Radha Executive Vice President, Finance
7. Mr. B. Krishnamurthy Executive Vice President, Accounts & Systems
There was no change in the Senior managerial during FY 23-24.

Familiarisation programmes for Directors

Details of the programmes have been disclosed on the Company’s website http://www.thirumalaichemicals.com

Policy on Material Subsidiary

The details of the policy have been disclosed on the Company’s website http://www.thirumalaichemicals.com

Policy on Related Party Transactions

The details of the policy have been disclosed on the Company’s website http://www.thirumalaichemicals.com

Dividend Distribution Policy

The details of the policy have been disclosed on the Company’s website http://www.thirumalaichemicals.com
 Statutory Reports Annual Report 2023-24 | 119

POLICY FOR SELECTION AND APPOINTMENT OF responsibilities required to be shouldered by the Director.
DIRECTORS AND THEIR REMUNERATION The total commission payable to the Directors shall not
The Nomination and Remuneration (N&R) Committee has exceed 1% of the net profit of the Company;
adopted a Charter which, inter alia, deals with the manner of Managing Director/Whole-time Directors - Criteria for
selection of Board of Directors and CEO & Managing Director selection / appointment
and their remuneration. This Policy is accordingly derived from For the purpose of selection of the Managing Director/Whole-
the said Charter. time Directors, the N&R Committee shall identify persons of
Criteria of selection of Non-Executive Directors integrity who possess relevant expertise, experience and
leadership qualities required for the position and shall take
a. The Non-Executive Directors shall be of high integrity
into consideration recommendation, if any, received from any
with relevant expertise and experience so as to have
member of the Board. The Committee will also ensure that the
a diverse Board with Directors having expertise in the
incumbent fulfills such other criteria with regard to age and
fields of manufacturing, marketing, finance, taxation, law,
other qualifications as laid down under the Companies Act,
governance and general management.
2013 or other applicable laws.
b. In case of appointment of Independent Directors,
the N&R Committee shall satisfy itself with regard to Remuneration for the Managing Director/Whole-time
Directors
the independent nature of the Directors vis-à-vis the
Company so as to enable the Board to discharge its During the tenure, the Managing Director/Whole-time
function and duties effectively. Directors shall be paid such remuneration as may be mutually
agreed between them and the Company within the overall
c. The N&R Committee shall ensure that the candidate limits prescribed under the Companies Act, 2013.
identified for appointment as a Director is not disqualified
for appointment under Section 174 of the Companies Act, In determining the remuneration (including the fixed increment
2013. and performance bonus) the N&R Committee shall ensure /
consider the following:
d. The N&R Committee shall consider the following
attributes / criteria, whilst recommending to the Board a. the relationship of remuneration and performance
the candidature for appointment as Director. benchmarks is clear;

i) Qualification, expertise and experience of the b. balance between fixed and incentive pay reflecting short
Directors in their respective fields; and long term performance objectives, appropriate to
the working of the Company and its goals;
ii) Personal, Professional or business standing;
c. responsibility required to be shouldered by the Managing
iii) Diversity of the Board. Director/Whole-time Directors, the industry benchmarks
Remuneration and the current trends;
The Non-Executive Directors shall be entitled to receive Remuneration Policy for the Senior Management Employees
remuneration by way of sitting fees, reimbursement of In determining the remuneration of the Senior Management
expenses for participation in the Board / Committee meetings Employees (i.e. KMPs and Senior Management executives) the
and commission as detailed hereunder: N&R Committee shall ensure / consider the following:
i. A Non-Executive Director shall be entitled to receive i. the relationship of remuneration and performance
sitting fees for each meeting of the Board or Committee benchmark is clear;
of the Board attended by him, of such sum as may be
approved by the Board of Directors within the overall ii. the remuneration including annual increment and
limits prescribed under the Companies Act, 2013 and performance bonus is decided based on the criticality
the Companies (Appointment and Remuneration of of the roles and responsibilities, the Company’s
Managerial Personnel) Rules, 2014; performance vis-à-vis the annual budget achievement,
individuals performance vis-à-vis Key performance
ii. A Non-Executive Director will also be entitled to receive Indicator (KPI) and Key Responsibility Areas (KRA),
commission on an annual basis, of such sum as may be industry benchmark and current compensation trends
approved by the Board on the recommendation of the in the market.
N&R Committee;
The Managing Director will carry out the individual
iii. In determining the quantum of commission payable performance review based on the standard appraisal
to the Directors, the N&R Committee shall make its matrix and shall take into account the appraisal score
recommendation after taking into consideration the card and other factors mentioned herein-above.
overall performance of the Company and the onerous
120 | Thirumalai Chemicals Limited

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM No complaint had been registered during FY 23-24. No
Employees are asked to report any practices or actions personnel have been denied access to the Committee/
believed to be inappropriate and against the interest of Mechanism.
Company or its code of conduct adopted or any other illegal Disclosures in relation to the Sexual Harassment of
acts to their immediate Manager. Report of violation can Women at Workplace (Prevention, Prohibition and
also be made directly to the Chief Executive Officer. Where Redressal) Act, 2013:
appropriate, complaints may be made on a confidential basis The details have been Disclosed in the Directors Report
to the Chairman of the Audit Committee / Board. The contact forming part of the Annual Report.
details are made available at the Company’s website / Notice
Board. All complaints received are properly investigated by the Statutory Auditor’s remuneration:
recipients and report the outcome to the Audit Committee in Disclosure of total fees for all services paid by the Company
sealed cover for appropriate action. The Company prohibits and its subsidiaries, on a consolidated basis, to the statutory
retaliation against any employee for such complaints made in auditor and all entities in the network firm/network entity
good faith, while it also protects the rights of the incriminated of which the statutory auditor is a part, as required by the
person. provisions of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is ` 60 lakhs.

Details of material subsidiaries:

The details of material subsidiaries as required under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is
given below:
Optimistic TCL TCL
TCL Global Cheminvest
Name of material subsidiaries Organic Sdn. TCL Inc Specialties Intermediaries
BV PTE LTD
Bhd LLC Private Limited
Date of incorporation 24/09/2009 08/02/2019 10/10/2018 30/05/2019 15/12/2021 26.05.2009
Place of incorporation Malaysia Netherlands USA USA Chennai, India Singapore
Name of the statutory auditors Ernst & NA Ventura Ventura Walker Chandiok MGI N Rajan
Young PLT Pranas Pranas & Co LLP Associates
Date of appointment of the 28/09/2023 NA 12/03/2024 12/03/2024 16/09/2022 26.05.2009
statutory auditors

GENERAL BODY MEETINGS

The Fifty First Annual General Meeting of the Company for FY 23-24 has been scheduled to be held on Wednesday, July 24,
2024 at Mysore Association Auditorium, Bhaudaji Road, Matunga-(C.Rly) Mumbai at 2.30 pm.
I. The last three Annual General Meetings were held as under:
Financial Year Date Time Location
22-23 22/07/2023 2.30 p.m. Mysore Association Auditorium, Bhaudaji Road, Matunga-(C.Rly) Mumbai

No Special resolution was passed.

Financial Year Date Time Location
21-22 27/07/2022 2.30 p.m. Mysore Association Auditorium, Bhaudaji Road, Matunga-(C.Rly) Mumbai

Special resolution was passed:

1. Reappointment of Mr. R. Parthasarathy (DIN: 00092172) as Chairman and Managing Director
2. Reappointment of Mr. Arun Ramanathan (DIN 00308848) as an Independent Director
3. Appointment of Mr. Arun Alagappan (DIN: 00291361) as an Independent Director

Financial Year Date Time Location

20-21 24/07/2021 2.30 p.m. Through Video Conferencing
Special resolution was passed for appointment of Mrs. Ramya Bharathram (DIN 06367352), as Managing Director of the
Company from 26.05.2021 for a period of three years.
II. No resolution was passed through postal ballot during the year under review.
III. No resolution is proposed to be conducted through postal ballot.
 Statutory Reports Annual Report 2023-24 | 121

DISCLOSURES: All the Board members and the Senior Management of the
The Company‘s internal Audit was done by a firm of Chartered Company have affirmed compliance with their Code of
Accountants. The reports submitted by the Internal Auditors Conduct for the financial year ended March 31, 2024. The
on the operations and financial transactions and the Action Managing Director has also confirmed and certified the same.
Taken Report on the same were placed before the Audit The certification is annexed at the end of this Report.
Committee, apart from the Statutory Auditors and the Senior
RISK MANAGEMENT:
Management of the Company.
The Company has well laid down procedures to inform Board
For every quarter, the Executive Director (Manufacturing) members about the risk assessment. The Company has a
and Manager (Accounts) at Ranipet, made a detailed report suitable Forex Policy including hedging to contain foreign
of all statutory compliances which were placed before the exchange risk.
Audit Committee. At the Board meeting following the Audit
Committee meeting, the Company Secretary made a report CEO /CFO CERTIFICATION:
confirming the statutory compliances for the said quarter. Appropriate certification as required under Reg. 17(8) of
There were no material significant transactions with the the SEBI (Listing Obligations and Disclosure Requirements)
Directors or their relatives or the Management that had any Regulations, 2015: Mr. R. Parthasarathy, Managing Director
potential conflict with the interest of the Company. All details and Mrs. Ramya Bharathram, Chief Financial Officer have
relating to the financial and commercial transactions where certified to the Board regarding the Financial Statements for
the Directors had a potential interest were provided to the the year ended March 31, 2024.
Board, and the interested Directors neither participated in the MEANS OF COMMUNICATION:
discussion, nor did they vote on such matters.
The Company has promptly reported all material information
There were no case of non-compliances by the Company, nor including quarterly results and press releases to the Stock
any cases of penalties, strictures imposed on the Company Exchanges where the Company’s securities are listed. The
by Stock Exchange or SEBI or any statutory authority on any quarterly results were communicated to the shareholders
matter related to capital markets during the last 3 years. by way of advertisement in an English National newspaper,
normally The Economic Times, Mumbai edition and in a
CODE OF CONDUCT: vernacular language newspaper, normally Maharashtra Times,
The Company has laid down the Code of Conduct for all the Mumbai edition. The results and other updates are displayed
Board members and the Senior Management of the Company on the Company’s website http://www.thirumalaichemicals.
and it is available on the Company’s Website. com

Disclosures with respect to demat suspense account/unclaimed suspense account under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:
I. UNCLAIMED SUSPENSE ACCOUNT
No. of Shareholders No. of shareholders
Aggregate no. of Aggregate no.
approached for to whom shares were No. of shares
Shareholders at of Shareholders
No. of Shares transfer of shares transferred from transferred to No. of Shares
the beginning of at the end of the
from suspense suspense account IEPF
the year year
account during the year
319 193479 11 11 0 308 185577
Note: The voting rights on such unclaimed shares shall remain frozen till the rightful owner claims the shares

II. SUSPENSE ESCROW DEMAT ACCOUNT

No. of Shareholders No. of shareholders
Aggregate no. of Aggregate no.
approached for to whom shares were No. of shares
Shareholders at of Shareholders
No. of Shares transfer of shares transferred from transferred to No. of Shares
the beginning of at the end of the
from suspense suspense account IEPF
the year year
account during the year
2 7220 0 0 0 2 7220
122 | Thirumalai Chemicals Limited

AFFIRMATION: B. Shareholder Rights

The provisions of Reg. 18 to 27 and clauses (b) to (i) of sub- The Company has not circulated a half-yearly declaration
regulation (2) of regulation 46 of the SEBI (Listing Obligations of financial performance/summary of significant events
and Disclosure Requirements) Regulations, 2015, wherever in the last six-months.
applicable to the Company, are fully complied with. All the
C. Modified opinion(s) in audit report
mandatory requirements of SEBI (Listing Obligations and
Not applicable since there is no qualification in the audit
Disclosure Requirements) Regulations, 2015 are disclosed in
reports.
this report.
Further the Company adopted the following discretionary D. Separate posts of Chairperson and Chief executive
officer
requirements under Reg. 27(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Same person occupied the position of Chairperson and
Managing Director during the financial year.
A. The Board
E. Reporting of internal auditor
Mr. R. Parthasarathy, Managing Director is the Chairman
of the Company. The Internal Auditors directly reported to the Audit
Committee.

GENERAL SHAREHOLDERS INFORMATION:

1) D
 ate, time and venue : July 24, 2024, 2.30 pm at The Mysore Association Auditorium, Mysore Association, 393,
of 51st AGM Bhaudaji Road Matunga C-Rly., Mumbai – 400 019
2) Dividend Payment : The final dividend, if approved, shall be paid/credited on or before Friday, August 23, 2024
3) Date of Book Closure : July 18, 2024 to July 24, 2024 (both days inclusive)
4) Listing on Stock : BSE Ltd. (BSE) and National Stock Exchange Ltd.(NSE)
Exchanges
5) Listing fees : Paid as per the Listing Regulations.
6) ISIN No : INE 338A01024.
7) BSE Stock code : 500412
NSE Stock code TIRUMALCHM
8) C
 orporate Identity : L24100MH1972PLC016149
Number (CIN)
9) Registered office : Thirumalai House, Road No.29,
Sion-East, Mumbai-400 022, India
Tel: +91-22- 24018841/7861/7853/7869/7834
E-mail- [email protected]
10) R
 egistrar & Share : Link Intime India Pvt Ltd
Transfer Agent C 101, 247 Park,
L B S Marg, Vikhroli West,
Mumbai 400 083
Tel No: +91 22 49186000
Fax: +91 22 49186060
E-mail- [email protected]
Web site : www.linkintime.co.in
11) Compliance Officer : Mr. T. Rajagopalan, Company Secretary
Thirumalai Chemicals Limited
Thirumalai House, Road No.29,
Sion (East), Mumbai- 400 022. India
Tel: +91-22-24018841/61/53.
Fax: +91-22-24011799.
E-mail- [email protected]
 Statutory Reports Annual Report 2023-24 | 123

12) Share Transfer : The Company’s shares are traded in the Stock Exchange which are compulsorily in Demat
system mode. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the
securities in dematerialised form only, for processing any service requests from shareholders.
Shareholders must dematerialise shares within 120 days of receiving a confirmation letter, or
the shares will be credited to a Suspense Escrow Demat account.
13) Financial Calendar : Annual Result - May 15, 2024
E-Mailing of Annual Reports - By June 30, 2024
Results for the Quarter ending:
June 30, 2024 - By August 14, 2024
September 30, 2024 - By November 14, 2024
December 31, 2024 - By February 14, 2025
March 31, 2025 - By May 30, 2025
14) Dematerialisations : As on 31/03/2024, 99.07% of the Company’s Share Capital representing 10,14,35,167
of shares shares which were held in the dematerialised form.
15) Plant Location : i. 25-A, SIPCOT, Ranipet,
Ranipet District, Tamil Nadu, India
Tel. : +91-4172-244441. Fax: +91-4172-244308.
E-Mail: [email protected]
ii. Plot No. D-2/CH/171/B, GIDC Estate, Dahej
Phase-II, Tal.Vagra, Bharuch, Gujarat 392130, India
Cell : +91-98423-99500 / +91-99526-08935
E-mail: [email protected]

16) Categories of Shareholders as on 31.03.2024:

Category No. of shares % of shareholding
Promoters, Directors & their Relatives 1,57,28,789 15.36
Group companies 2,72,23,650 26.59
Financial Institutions / Banks/ Mutual Funds/ Foreign Portfolio Investors 28,57,066 2.79
Insurance companies 4,000 0.00
NRIs 21,09,291 2.06
Companies / Bodies corporates 48,14,096 4.70
Central Government/ State Government(s) 0 0.00
General Public 4,67,30,278 45.64
Clearing members 5,920 0.01
LLP 4,43,669 0.43
Trusts 9,380 0.01
HUFs 24,61,981 2.40
TOTAL 10,23,88,120 100.00

17) Distribution of Shareholding as on 31.03.2024:

No. of shares /Folios No. of shareholders % of shareholders Shareholding % of shareholding
1 to 500 59,786 82.44 67,10,458 6.55
501 to 1000 5,557 7.66 46,03,187 4.50
1001 to 2000 3,424 4.72 51,94,618 5.07
2001 to 3000 1,230 1.70 31,69,319 3.10
3001 to 4000 604 0.83 21,70,316 2.12
4001 to 5000 529 0.73 25,12,760 2.45
5001 to 10000 759 1.05 56,92,727 5.56
Above 10000 630 0.87 7,23,34,735 70.65
Total 72,519 100.00 10,23,88,120 100.00
124 | Thirumalai Chemicals Limited

18) Stock market price data for FY 23-2024:

The details of month wise high/low price of the Company’s share in the Stock Exchanges, where it is listed, along with the
comparable indices of the Stock Exchanges for the financial year are tabled below:

Indices : S&P BSE SENSEX opening 58,991.52 closing 73,651.35

Indices : NIFTY 50 opening 17,359.75 closing 22,326.90

BSE NSE
Month
High (`) Low (`) No. of Shares High (`) Low (`) No. of Shares
April, 2023 206.55 172.35 5,16,796 206.40 172.45 62,98,383
May, 2023 213.05 175.80 6,87,000 213.10 175.50 79,79,313
June, 2023 206.80 179.40 5,69,172 206.30 179.20 78,36,930
July, 2023 215.00 184.75 9,57,154 214.95 184.80 1,34,16,230
August, 2023 238.65 198.80 16,48,803 238.75 199.00 2,17,91,475
September, 244.20 207.00 9,78,372 244.60 207.15 1,15,19,282
2023
October, 2023 222.00 186.50 3,96,990 222.00 188.65 48,83,461
November, 2023 204.65 188.95 3,87,715 204.40 189.00 61,45,663
December, 2023 228.45 196.00 11,86,910 228.55 195.70 1,28,07,977
January, 2024 257.00 220.10 18,47,262 256.85 220.00 1,95,97,491
February, 2024 268.75 210.60 15,39,443 268.65 210.45 2,20,12,803
March, 2024 261.40 205.20 8,12,072 260.50 204.15 99,04,338

For and on behalf of the Board of Directors

R. Parthasarathy R. Ravi Shankar

Managing Director Director
(DIN :00092172) (DIN:01224361)
Place: Ranipet Place: Chennai
Date: May 15, 2024 Date: May 15, 2024

Declaration by the CEO

UNDER CLAUSE 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
REGARDING ADHERENCE TO THE CODE OF CONDUCT

In accordance with under clause 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby
confirm that all the Directors and the Senior Management Personnel of the Company have affirmed compliance to the Code of
Conduct for the Financial Year ended March 31, 2024.

For Thirumalai Chemicals Limited

R.Parthasarathy
Managing Director
(DIN: 00092172)
Ranipet, May 15, 2024
 Statutory Reports Annual Report 2023-24 | 125

Independent Auditor’s Certificate on Corporate

Governance
To the Members of Thirumalai Chemicals Limited Guidance Note on Reports or Certificates for Special
1. This certificate is issued in accordance with the terms of Purposes issued by the ICAI which requires that we
our engagement letter dated 13 May 2024. comply with the ethical requirements of the Code of
Ethics issued by the ICAI.
2. We have examined the compliance of conditions of
corporate governance by Thirumalai Chemicals Limited 6. 
We have complied with the relevant applicable
(‘the Company’) for the year ended on 31 March 2024, requirements of the Standard on Quality Control (SQC) 1,
as stipulated in Regulations 17 to 27, clauses (b) to (i) of Quality Control for Firms that Perform Audits and Reviews
Regulation 46(2), and paragraphs C, D and E of Schedule of Historical Financial Information, and Other Assurance
V of the Securities and Exchange Board of India (Listing and Related Services Engagements.
Obligations and Disclosure Requirements) Regulations,
Opinion
2015 (‘Listing Regulations’).
7. Based on the procedures performed by us and to the
Management’s Responsibility best of our information and according to the explanations
3. The compliance of conditions of corporate governance is provided to us the Company has complied, in all material
the responsibility of the management. This responsibility respects, with the conditions of corporate governance
includes the designing, implementing and maintaining as stipulated in the Listing Regulations during the year
operating effectiveness of internal control to ensure ended 31 March 2024.
compliance with the conditions of corporate governance We state that such compliance is neither an assurance as
as stipulated in the Listing Regulations. to the future viability of the Company nor the efficiency
Auditor’s Responsibility or effectiveness with which the management has
conducted the affairs of the Company.
4. Pursuant to the requirements of the Listing Regulations,
our responsibility is to express a reasonable assurance Restriction on use
in the form of an opinion as to whether the Company has 8. This certificate is issued solely for the purpose of
complied with the conditions of corporate governance as complying with the aforesaid regulations and may not
stated in paragraph 2 above. Our responsibility is limited be suitable for any other purpose.
to examining the procedures and implementation thereof,
adopted by the Company for ensuring the compliance
with the conditions of corporate governance. It is neither For Walker Chandiok & Co LLP
an audit nor an expression of opinion on the financial Chartered Accountants
statements of the Company. Firm Registration No. 001076N/N500013
5. We have examined the relevant records of the Company
in accordance with the applicable Generally Accepted Vijay Vikram Singh
Auditing Standards in India, the Guidance Note on Partner
Certification of Corporate Governance issued by the Membership No. 059139 Place: Bangalore
Institute of Chartered Accountants of India (‘ICAI’), and UDIN: 24059139BKEYIV4171 Date: June 11, 2024
126 | Thirumalai Chemicals Limited

Form No. MR.3

Secretarial Audit Report for the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and remuneration of
managerial personnel) Rule, 2014]

To, V. The following Regulations and Guidelines prescribed

The Members under the Securities and Exchange Board of India Act,
Thirumalai Chemicals Limited 1992 (‘SEBI Act’) to the extent applicable to the Company;
[CIN; L24100MH1972PLC016149] (a) The Securities and Exchange Board of India
Thirumalai House, (Substantial Acquisition of Shares and Takeovers)
Road No. 29, Near Sion Hill Fort, Regulations, 2011;
Sion (East), Mumbai - 400022
(b) The Securities and Exchange Board of India
We have conducted the secretarial audit of the compliance (Prohibition of Insider Trading) Regulations, 2015;
of applicable statutory provisions and the adherence to
VI. The Management has identified and confirmed the
good corporate practices by Thirumalai Chemicals Limited
following laws as specifically applicable to the Company;
(hereinafter called the “Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis (a) Explosive Act, 1974
for evaluating the corporate conducts/statutory compliances
(b) Hazardous Wastes (Management and Handling)
and expressing our opinion thereon.
Rules 2016
Based on our verification of the Company’s books, papers,
(c) The Chemical Weapons Convention Act, 2000
minute books, forms and returns filed and other records
maintained by the Company, the information provided by the (d) Food Safety and Standards Act, 2006 and Rules
Company, its officers, agents and authorised representatives 2011 with allied Rules and Regulations
during the conduct of secretarial audit, the explanations and
(e) The Prevention of Food Adulteration Act, 1954 and
clarifications given to us and the representations made by the
Rules made thereunder
Management.
(f) Legal Metrology Act, 2009
We hereby report that in our opinion, the Company has during
the audit period covering the financial year ended on March 31, (g) Water (Prevention and Control of Pollution) Act,
2024 complied with the statutory provisions listed hereunder 1974.
and also that the Company has proper Board-processes and (h) Air (Prevention and Control of Pollution) Act, 1981
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter: (i) The Gas cylinders rules, 2016.

We have examined the books, papers, minute books, forms (j) Central Electricity Authority Regulation, 2010.
and returns filed and other records maintained by the (k) Tamil Nadu Legal Metrology (Enforcement) Rules,
Company for the financial year ended on March 31, 2024 2011.
according to the provisions of;
(l) Environment (Protection) Act, 1986
I. The Companies Act, 2013 (the Act) and the Rules made
there-under; (m) Indian wireless telegraphy act, 1933.

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (n) Indian boiler regulation, 1950.
and the Rules made there-under; (o) The petroleum rules, 2002.
III. The Depositories Act, 1996 and the Regulations and bye- (p) Public Liability Act, 1991
laws framed there-under;
(q) Tamil Nādu Fire Service Act 1985.
IV. Foreign Exchange Management Act, 1999 and the
Rules and Regulations made there-under to the extent (r) Gujarat Factories Rules, 1963
applicable. (s) Atomic Energy Radiation Protection rules, 2004.
(t) Tamil Nādu Factories rules, 1950.
 Statutory Reports Annual Report 2023-24 | 127

We have also examined compliance with the applicable for seeking and obtaining further information and
clauses of the following; clarifications on the agenda items before the meeting
for meaningful participation at the meeting.
(a) Secretarial Standards issued by the Institute of Company
Secretaries of India related to the meetings of Board of • Decisions at the meetings of Board of Directors of the
Directors and General Meetings; Company and Committee thereof were carried out with
requisite majority.
(b) The SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 • There was slight delay in submission one disclosure
and three XBRL of disclosures to Stock Exchanges as
We have relied on the representation made by the Company
required under SEBI (LODR) Regulations, 2015 during the
and its Officers for systems and mechanism formed by the
audit period. However, no fine was imposed by any of the
Company and test verification on random basis carried out
Stock Exchange, for these delays, except below;
for compliances under other applicable Acts, Laws and
Regulations to the Company • The National Stock Exchange of India Limited has
imposed a fine of ` 10,000 for delay in disclosures of
The compliance by the Company of the applicable direct tax
related party transactions for the half year ended on
laws, indirect tax laws and other financial laws has not been
March 31, 2023, as required under Regulation 23(9) of
reviewed in this Audit, since the same have been subject to
SEBI (LODR) Regulations, 2015.
review by the other designated professionals and being relied
on the reports given by such designated professionals. We further report that based on the information provided and
representation made by the Company and also on the review
During the audit period under review, the Company has
of compliance reports of the respective department duly
complied with the provisions of the Act, rules, regulations,
signed by the department head and Compliance Certificate(s)
guidelines, standards etc. as mentioned above.
of the Managing Director/Company Secretary/CFO taken
During the audit period under review, provisions of the on record by the Board of Directors of the Company, in our
following regulations were not applicable to the Company; opinion adequate system and process exists in the company
commensurate with the size and operations of the Company
(a) The Securities and Exchange Board of India (Delisting of
to monitor and ensure compliance with the applicable laws,
Equity Shares) Regulations, 2021;
rules, regulations and guidelines.
(b) The Securities and Exchange Board of India (Buyback of
We further report that during the audit period the Company no
Securities) Regulations, 2018;
events occurred which had bearing on the Company’s affairs
(c) The Securities and Exchange Board of India (Issue and in pursuance of the above referred laws, rules, regulations,
Listing of Non-Convertible Securities) Regulations, 2021 guidelines, standards etc.
(d) Securities and Exchange Board of India (Share Based For R M Mimani & Associates LLP
Employee Benefits and Sweat Equity) Regulations, 2021 [Company Secretaries]
(e) The Securities and Exchange Board of India (Issue of [Firm Registration No. L2015MH008300]
Capital and Disclosure Requirements) Regulations, 201);
and Ranjana Mimani
(f) The Securities and Exchange Board of India (Registrars to (Partner)
an Issue and Share Transfer Agents) Regulations, 1993 FCS No: 6271
regarding the Companies Act and dealing with client CP No: 4234
PR No.: 1065/2021
We further report that: UDIN: F006271F000369392
•  The Board of Directors of the Company is duly
constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. Place: Mumbai
There was no change in the composition of the Board of Dated: May 15, 2024
Directors during the period under review.
Note: This report is to be read with our letter of even date
• Adequate notice is given to all the Directors to schedule which is annexed as “Annexure A” and forms an integral part
the Board Meetings, agenda and detailed notes on of this report.
agenda were sent in advance and a system exists
128 | Thirumalai Chemicals Limited

Annexure – “A”
To,
The Members
Thirumalai Chemicals Limited
[CIN; L24100MH1972PLC016149]
Thirumalai House,
Road No. 29, Near Sion Hill Fort,
Sion (East), Mumbai - 400022

Our Secretarial Audit Report of even date is to be read along 5. The compliance of the provisions of corporate and
with this letter other applicable laws, rules, regulations, standards is
the responsibility of management. Our examination was
1. Maintenance of secretarial records is the responsibility of
limited to the verification of procedure on test basis;
the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on 6. The Secretarial Audit report is neither an assurance as
our audit; to the future viability of the Company nor of the efficacy
or effectiveness with which the management has
2. We have followed the audit practices and the processes
conducted the affairs of the Company
as were appropriate to obtain reasonable assurance
about the correctness of the contents of the secretarial For R M MIMANI & ASSOCIATES LLP
records. The verification was done on test basis to ensure [Company Secretaries]
that correct facts are reflected in secretarial records. We [Firm Registration No. L2015MH008300]
believe that the processes and practices, we followed
provide a reasonable basis for our opinion; Ranjana Mimani
(Partner)
3. We have not verified the correctness and appropriateness
of financial records and Books of Accounts of the FCS No: 6271
Company; CP No: 4234
PR No.: 1065/2021
4. Where ever required, we have obtained the Management UDIN: F006271F000369392
Representation about the compliance of laws, rules and
regulation and happening of events etc.; Place: Mumbai
Dated: May 15, 2024
 Statutory Reports Annual Report 2023-24 | 129

Form No. MR.3

Secretarial Audit Report of Material Subsidiary of the Company for the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and remuneration of
managerial personnel) Rule, 2014]

The Members
TCL Intermediates Private Limited
(CIN: U24290TN2021PTC148609)
No. 556, Vanagaram Road,
Ambattur, NA, Chennai,
Thiruvallur, Tamil Nadu - 600053

We have conducted the secretarial audit of the compliance V. Other law applicable specifically to the Company as
of applicable statutory provisions and the adherence to good confirmed and identified by the Management, as detailed
corporate practices by TCL Intermediates Private Limited below;
hereinafter called (“the Company”) for the financial year
a. Explosive Act, 1974
ended March 31, 2024 [‘Audit Period’]. Secretarial Audit was
conducted in a manner that provided us a reasonable basis b. Hazardous Wastes (Management and Handling)
for evaluating the corporate conducts/statutory compliances Rules 2016
and expressing our opinion thereon.
We have also examined compliance with the applicable
Based on our verification of the Company’s books, papers, clauses of the Secretarial Standards for Board Meetings (SS-
minute books, forms and returns filed and other records 1) and for General Meetings (SS-2) issued by the Institute of
as maintained by the Company and also the information Company Secretaries of India.
provided by the Company, its officers, agents and authorised
We have relied on the representation made by the Company
representatives, explanation and clarification given and
and its Officers for systems and mechanism formed by the
representation made during the conduct of secretarial audit,
Company and test verification on random basis carried out
we hereby report that in our opinion, the Company has, during
for compliances under other applicable Acts, Laws and
the audit period complied with the statutory provisions listed
Regulations to the Company
hereunder and also that the Company has proper Board-
processes and compliance-mechanism in place to the extent, The compliance by the Company of the applicable direct tax
in the manner and subject to the reporting made hereinafter: laws, indirect tax laws and other financial laws has not been
reviewed in this Audit, since the same have been subject to
We have examined the books, papers, minutes’ book, forms
review by the other designated professionals and being relied
and returns filed and other records as maintained by the
on the reports given by such designated professionals.
Company for the financial year ended on March 31, 2024
according to the provisions of: During the audit period under review, the Company has
complied with the provisions of the Act, rules, regulations,
I. The Companies Act, 2013 (the Act) and the Rules made
guidelines, standards etc. as mentioned above except that
there-under;
during the period from April 01, 2023 to March 21, 2024 the
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) Company has not appointed CFO, as required under section
and the Rules made there-under; 203 of the Companies Act, 2013. The Company has appointed
CFO on March 22, 2024. During the audit period, provisions of
III. Foreign Exchange Management Act, 1999 and the
the following regulations were not applicable to the Company;
Rules and Regulations made there-under to the extent
applicable. (i) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
IV. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, (ii) The Securities and Exchange Board of India (Delisting of
1992 (‘SEBI Act’) to the extent applicable to the Company; Equity Shares) Regulations, 2009; and

(i) The Securities and Exchange Board of India (Prohibition (iii) The Securities and Exchange Board of India (Buyback of
of Insider Trading) Regulations, 2015; Securities) Regulations, 2018;
130 | Thirumalai Chemicals Limited

(iv) The Securities and Exchange Board of India (Issue of Debt We further report that based on the information provided
Securities) Regulations, 2008 and representation made by the Company in our opinion
system and process exists in commensurate with the size and
(v) The Securities and Exchange Board of India (Employee
operations of the Company to monitor and ensure compliance
Stock Option Scheme and Employee Stock Purchase
with the applicable laws, rules, regulations and guidelines.
Scheme) Guidelines 1999
We further report that during the Audit Period, the Company
(vi) The Securities and Exchange Board of India (Issue of
has not undertaken any specific event/action that can have
Capital and Disclosure Requirements) Regulations, 2018;
a major bearing on the company’s compliance responsibility
(vii) The Depositories Act, 1996 and the Regulations and bye- in pursuance of the above referred laws, rules, regulations,
laws framed there-under; guidelines, standards.
We further report that:

y The Board of Directors of the Company is duly constituted

For R M MIMANI & ASSOCIATES LLP
with proper balance of Executive Directors, Non-
Executive Directors. During the period under review, the [Company Secretaries]
changes in the composition of the Board of Directors that [Firm Registration No. L2015MH008300]
took place during the period under review were carried
out in compliance with the provisions of the Act. Ranjana Mimani
(Partner)
y Adequate notice is given to all the directors to schedule
FCS No: 6271
the Board Meetings, agenda and detailed notes on
CP No: 4234
agenda were generally sent at least seven days in
PR No.: 1065/2021
advance and there was a system exists for seeking
UDIN: F006271F000345797
and obtaining further information and clarifications on
the agenda items before the meeting for meaningful Place: Mumbai
participation at the meeting. Dated: May 10, 2024
y Decisions at the meetings of Board of Directors of the
Company and Committee thereof were carried out with Note: This report is to be read with our letter of even date
requisite majority. which is annexed as “Annexure A” and forms an integral
part of this report.
 Statutory Reports Annual Report 2023-24 | 131

Annexure – “A”
To,
The Members
TCL Intermediates Private Limited
(CIN: U24290TN2021PTC148609)
No. 556, Vanagaram Road,
Ambattur, NA, Chennai,
Thiruvallur, Tamil Nadu – 600053

Our Secretarial Audit Report of even date is to be read along 5. The compliance of the provisions of corporate and
with this letter; other applicable laws, rules, regulations, standards is
the responsibility of management. Our examination was
1. Maintenance of secretarial records is the responsibility of
limited to the verification of procedure on test basis;
the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on 6. The Secretarial Audit report is neither an assurance as
our audit; to the future viability of the Company nor of the efficacy
or effectiveness with which the management has
2. We have followed the audit practices and the processes
conducted the affairs of the Company.
as were appropriate to obtain reasonable assurance
about the correctness of the contents of the secretarial
For R M MIMANI & ASSOCIATES LLP
records. The verification was done on test basis to ensure
[Company Secretaries]
that correct facts are reflected in secretarial records. We
[Firm Registration No. L2015MH008300]
believe that the processes and practices, we followed
provide a reasonable basis for our opinion;
Ranjana Mimani
3. We have not verified the correctness and appropriateness (Partner)
of financial records and Books of Accounts of the FCS No: 6271
Company; CP No: 4234
4. Where ever required, we have obtained the Management PR No.: 1065/2021
Representation about the compliance of laws, rules and UDIN: F006271F000345797
regulation and happening of events etc.;
Place: Mumbai
Dated: May 10, 2024
132 | Thirumalai Chemicals Limited

Independent Auditor’s Report

To the Members of
Thirumalai Chemicals Limited

Report on the Audit of the Standalone Financial Basis for Opinion

Statements 3. We conducted our audit in accordance with the
Opinion Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
1. We have audited the accompanying standalone financial
are further described in the Auditor’s Responsibilities for
statements of Thirumalai Chemicals Limited (‘the
the Audit of the Standalone Financial Statements section
Company’), which comprise the Standalone Balance
of our report. We are independent of the Company in
Sheet as at 31 March 2024, the Standalone Statement
accordance with the Code of Ethics issued by the Institute
of Profit and Loss (including Other Comprehensive
of Chartered Accountants of India (‘ICAI’) together with
Income), the Standalone Statement of Cash Flow and
the ethical requirements that are relevant to our audit of
the Standalone Statement of Changes in Equity for the
the standalone financial statements under the provisions
year then ended, and notes to the standalone financial
of the Act and the rules thereunder, and we have fulfilled
statements, including material accounting policy
our other ethical responsibilities in accordance with these
information and other explanatory information.
requirements and the Code of Ethics. We believe that
2. In our opinion and to the best of our information and the audit evidence we have obtained is sufficient and
according to the explanations given to us, the aforesaid appropriate to provide a basis for our opinion.
standalone financial statements give the information
required by the Companies Act, 2013 (‘the Act’) in the Key Audit Matter
manner so required and give a true and fair view in 4. Key audit matters are those matters that, in our
conformity with the Indian Accounting Standards (‘Ind professional judgment, were of most significance in our
AS’) specified under section 133 of the Act read with the audit of the standalone financial statements of the current
Companies (Indian Accounting Standards) Rules, 2015 period. These matters were addressed in the context
and other accounting principles generally accepted in of our audit of the standalone financial statements as a
India, of the state of affairs of the Company as at 31 March whole, and in forming our opinion thereon, and we do not
2024, and its profit (including other comprehensive provide a separate opinion on these matters.
income), its cash flows and the changes in equity for the We have determined the matters described below to be
year ended on that date. the key audit matters to be communicated in our report.
 Financial Statements Annual Report 2023-24 | 133

Revenue recognition
Key audit matter How our audit addressed the key audit matter
Refer Note 2.5 and Note 22 to the accompanying standalone  Obtained an understanding of the revenue business
financial statements for the material accounting policy process and assessed the appropriateness of the
information on revenue recognition and relevant details of Company’s revenue recognition accounting policy in
revenue recognised during the year. accordance with Ind AS 115;
Revenue for the Company consists primarily of sale of
 Evaluated the design and tested the operating effectiveness
manufactured goods to the customers and revenue from
of key controls around revenue recognition;
construction contract with TCL Specialties LLC, the wholly
owned subsidiary.  Performed substantive testing by selecting samples of
The Company recognises revenue in accordance with revenue transactions recorded during the year including
the principles of Ind AS 115, Revenue from Contracts with specific periods before and after the financial year end
Customers (‘Ind AS 115’), i.e. revenue from sale of manufactured by verifying the underlying supporting documents, which
goods is recognised at point in time when it satisfies its included sales invoices, contracts and shipping documents
performance obligation by transferring the control of goods to to ensure that the correct amount of revenue is recorded in
its customers and there is no unfulfilled obligation and revenue the correct period;
from construction contracts is recognised over time since
the performance obligations under the construction contract  In respect of revenue from construction contract, evaluated
are being transferred over time and accordingly revenue is the appropriateness of management’s assessment that
recognised based on measurement of progress towards performance obligation was satisfied over time and
satisfaction of performance obligations. consequent recognition of revenue using percentage of
The Company also focuses on revenue as a key performance completion method;
measure, which could create an incentive for overstating
revenue and thus, the timing of revenue recognition is critical  On a sample basis, tested additions made to contract
as there is a risk of revenue being recognised before the assets by examining underlying supporting documents;
control is transferred to the customers.
 Tested unusual non-standard journal entries based on
Owing to the above and volume of transactions, in the sale of certain criteria’s which impacts revenue recognized during
manufacturing goods is determined to be an area involving the year;
significant risk in sale of manufactured goods, and hence,
requires significant auditor attention. Further, the application of  Tested the credits made to revenue account subsequent
Ind AS 115 involves significant judgements / estimates such to the period end;
as determining timing of revenue recognition and transaction
price as per the terms of contracts with the customers.  Evaluated the compliance with the transfer pricing
regulations under the Income Tax Act, 1961 with respect
Considering the significance of management judgements to arm’s length pricing based on the transfer pricing
and estimates and the materiality of the amount involved,
documentation prepared by the Company. This also
significant attention required by the auditor as mentioned
above, and thus, revenue recognition has been identified as a involved obtaining views from the auditor’s internal tax
key audit matter for the current year audit. experts regarding assessment of the arm’s length pricing;
and
 Assessed the appropriateness and adequacy of
disclosures made by the management in the standalone
financial statements in accordance with the requirements
of the applicable accounting standards.
134 | Thirumalai Chemicals Limited

Information other than the Standalone Financial 7. In preparing the standalone financial statements, the
Statements and Auditor’s Report thereon Board of Directors is responsible for assessing the
5. The Company’s Board of Directors are responsible for Company’s ability to continue as a going concern,
the other information. The other information comprises disclosing, as applicable, matters related to going
the information included in the Annual Report, but does concern and using the going concern basis of accounting
not include the standalone financial statements and our unless the Board of Directors either intends to liquidate
auditor’s report thereon. The Annual Report is expected the Company or to cease operations, or has no realistic
to be made available to us after the date of this auditor’s alternative but to do so.
report.
8. The Board of Directors is also responsible for overseeing
Our opinion on the standalone financial statements does the Company’s financial reporting process.
not cover the other information and we do not express
Auditor’s Responsibilities for the Audit of the Standalone
any form of assurance conclusion thereon.
Financial Statements
In connection with our audit of the standalone financial 9. Our objectives are to obtain reasonable assurance
statements, our responsibility is to read the other about whether the standalone financial statements as
information identified above when it becomes available a whole are free from material misstatement, whether
and, in doing so, consider whether the other information due to fraud or error, and to issue an auditor’s report that
is materially inconsistent with the standalone financial includes our opinion. Reasonable assurance is a high
statements or our knowledge obtained in the audit or level of assurance but is not a guarantee that an audit
otherwise appears to be materially misstated. conducted in accordance with Standards on Auditing
When we read the Annual Report, if we conclude that will always detect a material misstatement when it exists.
there is a material misstatement therein, we are required Misstatements can arise from fraud or error and are
to communicate the matter to those charged with considered material if, individually or in the aggregate,
governance. they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
Responsibilities of Management and Those Charged with standalone financial statements.
Governance for the Standalone Financial Statements
10. As part of an audit in accordance with Standards on
6. The accompanying standalone financial statements have
Auditing, specified under section 143(10) of the Act we
been approved by the Company’s Board of Directors.
exercise professional judgment and maintain professional
The Company’s Board of Directors are responsible for
skepticism throughout the audit. We also:
the matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these standalone  Identify and assess the risks of material misstatement
financial statements that give a true and fair view of the of the standalone financial statements, whether
financial position, financial performance including other due to fraud or error, design and perform audit
comprehensive income, changes in equity and cash flows procedures responsive to those risks, and obtain
of the Company in accordance with the Ind AS specified audit evidence that is sufficient and appropriate
under section 133 of the Act and other accounting to provide a basis for our opinion. The risk of not
principles generally accepted in India. This responsibility detecting a material misstatement resulting from
also includes maintenance of adequate accounting fraud is higher than for one resulting from error,
records in accordance with the provisions of the Act as fraud may involve collusion, forgery, intentional
for safeguarding of the assets of the Company and for omissions, misrepresentations, or the override of
preventing and detecting frauds and other irregularities; internal control;
selection and application of appropriate accounting
 Obtain an understanding of internal control relevant
policies; making judgments and estimates that are
to the audit in order to design audit procedures
reasonable and prudent; and design, implementation
that are appropriate in the circumstances, under
and maintenance of adequate internal financial controls,
section 143(3)(i) of the Act we are also responsible
that were operating effectively for ensuring the accuracy
for expressing our opinion on whether the
and completeness of the accounting records, relevant
Company has adequate internal financial controls
to the preparation and presentation of the standalone
with reference to standalone financial statements
financial statements that give a true and fair view and are
in place and the operating effectiveness of such
free from material misstatement, whether due to fraud or
controls;
error.
 Financial Statements Annual Report 2023-24 | 135

 Evaluate the appropriateness of accounting policies Report on Other Legal and Regulatory Requirements
used and the reasonableness of accounting 14. As required by section 197(16) of the Act based on our
estimates and related disclosures made by audit, we report that the Company has paid remuneration
management; to its directors during the year in accordance with the
 Conclude on the appropriateness of Board of provisions of and limits laid down under section 197 read
Directors’ use of the going concern basis of with Schedule V to the Act.
accounting and, based on the audit evidence 15. As required by the Companies (Auditor’s Report) Order,
obtained, whether a material uncertainty exists 2020 (‘the Order’) issued by the Central Government
related to events or conditions that may cast of India in terms of section 143(11) of the Act we give in
significant doubt on the Company’s ability to the Annexure A, a statement on the matters specified in
continue as a going concern. If we conclude that paragraphs 3 and 4 of the Order, to the extent applicable.
a material uncertainty exists, we are required to
16. Further to our comments in Annexure A, as required by
draw attention in our auditor’s report to the related
section 143(3) of the Act based on our audit, we report,
disclosures in the standalone financial statements
to the extent applicable, that:
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit a) We have sought and obtained all the information and
evidence obtained up to the date of our auditor’s explanations which to the best of our knowledge
report. However, future events or conditions may and belief were necessary for the purpose of our
cause the Company to cease to continue as a going audit of the accompanying standalone financial
concern; and statements;
 Evaluate the overall presentation, structure and b) In our opinion, proper books of account as required
content of the standalone financial statements, by law have been kept by the Company so far as
including the disclosures, and whether the it appears from our examination of those books
standalone financial statements represent the except for the matters stated in paragraph 16(h)
underlying transactions and events in a manner that (vi) below on reporting under Rule 11(g) of the
achieves fair presentation. Companies (Audit and Auditors) Rules, 2014 (as
amended);
11. We communicate with those charged with governance
regarding, among other matters, the planned scope and c) The standalone financial statements dealt with
timing of the audit and significant audit findings, including by this report are in agreement with the books of
any significant deficiencies in internal control that we account;
identify during our audit.
d) In our opinion, the aforesaid standalone financial
12. We also provide those charged with governance statements comply with Ind AS specified under
with a statement that we have complied with relevant section 133 of the Act;
ethical requirements regarding independence, and
e) On the basis of the written representations received
to communicate with them all relationships and other
from the directors and taken on record by the Board
matters that may reasonably be thought to bear on our
of Directors, none of the directors is disqualified
independence, and where applicable, related safeguards.
as on 31 March 2024 from being appointed as a
13. From the matters communicated with those charged director in terms of section 164(2) of the Act;
with governance, we determine those matters that
f) The qualification relating to the maintenance of
were of most significance in the audit of the standalone
accounts and other matters connected therewith
financial statements of the current period and are
are as stated in, paragraph 16(h)(vi) below on
therefore the key audit matters. We describe these
reporting under Rule 11(g) of the Companies (Audit
matters in our auditor’s report unless law or regulation
and Auditors) Rules, 2014 (as amended);
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that g) With respect to the adequacy of the internal financial
a matter should not be communicated in our report controls with reference to standalone financial
because the adverse consequences of doing so would statements of the Company as on 31 March 2024
reasonably be expected to outweigh the public interest and the operating effectiveness of such controls,
benefits of such communication. refer to our separate report in Annexure B wherein
we have expressed an unmodified opinion; and
136 | Thirumalai Chemicals Limited

h) With respect to the other matters to be included the understanding, whether recorded in
in the Auditor’s Report in accordance with rule 11 writing or otherwise, that the Company
of the Companies (Audit and Auditors) Rules, 2014 shall, whether directly or indirectly, lend
(as amended), in our opinion and to the best of our or invest in other persons or entities
information and according to the explanations given identified in any manner whatsoever
to us: by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or provide any
i. the Company, as detailed in note 34 to the
guarantee, security or the like on behalf
standalone financial statements, has disclosed
of the Ultimate Beneficiaries; and
the impact of pending litigations on its financial
position as at 31 March 2024; c. Based on such audit procedures
performed as considered reasonable
ii. the Company did not have any long-term
and appropriate in the circumstances,
contracts including derivative contracts for
nothing has come to our notice that
which there were any material foreseeable
has caused us to believe that the
losses as at 31 March 2024.;
management representations under
iii. There has been no delay in transferring sub-clauses (a) and (b) above contain any
amounts, required to be transferred, to the material misstatement.
Investor Education and Protection Fund by
v. The final dividend paid by the Company during
the Company during the year ended 31 March
the year ended 31 March 2024 in respect of
2024;
such dividend declared for the previous year
iv. a. The management has represented that, is in accordance with section 123 of the Act to
to the best of its knowledge and belief, the extent it applies to payment of dividend.
other than as disclosed in note 4 to the
As stated in note 12(g) to the accompanying
standalone financial statements, no
standalone financial statements, the Board
funds have been advanced or loaned or
of Directors of the Company have proposed
invested (either from borrowed funds or
final dividend for the year ended 31 March
securities premium or any other sources
2024 which is subject to the approval of the
or kind of funds) by the Company to
members at the ensuing Annual General
or in any persons or entities, including
Meeting. The dividend declared is in
foreign entities (‘the intermediaries’), with
accordance with section 123 of the Act to the
the understanding, whether recorded in
extent it applies to declaration of dividend.
writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend vi. As stated in note 39 to the standalone financial
or invest in other persons or entities statements and based on our examination
identified in any manner whatsoever by which included test checks, except for
or on behalf of the Company (‘the Ultimate instances mentioned below, the Company,
Beneficiaries’) or provide any guarantee, in respect of financial year commencing on 1
security or the like on behalf the Ultimate April 2023, has used accounting software for
Beneficiaries; maintaining its books of account which have a
feature of recording audit trail (edit log) facility
b. The management has represented that,
and the same have been operated throughout
to the best of its knowledge and belief,
the year for all relevant transactions recorded
other than as disclosed in note 4 to the
in the software. Further, during the course of
standalone financial statements, no funds
our audit we did not come across any instance
have been received by the Company
of audit trail feature being tampered with,
from any persons or entities, including
other than the consequential impact of the
foreign entities (‘the Funding Parties’), with
exceptions given below:
 Financial Statements Annual Report 2023-24 | 137

Particulars Details of Exception noted

Instances of accounting software for maintaining books of The audit trail feature was not enabled at the database level for
account for which the feature of recording audit trail (edit log) accounting software SAP B1 to log any direct data changes,
facility was not operated throughout the year for all relevant used for maintenance of all relevant accounting records by
transactions recorded in the software. the Company.

Instances of accounting software maintained by a third party The accounting software (Rely on) used for maintenance of
where we are unable to comment on the audit trail feature payroll records of the Company is operated by third party
software service provider. In the absence of any information on
the existence of audit trail feature in the ‘Independent Service
Auditor’s Assurance Report on the Description of Controls, their
Design and Operating Effectiveness’ (‘Type 2 report’ issued in
accordance with SAE 3402, Assurance Reports on Controls at
a Service Organization), we are unable to comment whether
the audit trail feature of the said software was enabled and
operated throughout the year for all relevant transactions
recorded in the software.

In terms of our report attached

For Walker Chandiok & Co LLP Vijay Vikram Singh
Chartered Accountants Partner
Firm’s Registration No.: 001076N/N500013 Membership No: 059139
UDIN: 24059139BKEYHZ8776

Hyderabad
15 May 2024
138 | Thirumalai Chemicals Limited

Annexure A referred to in paragraph 15 of the Independent Auditor’s

Report of even date to the members of Thirumalai Chemicals Limited on
the standalone financial statements for the year ended 31 March 2024
In terms of the information and explanations sought by us and (e) No proceedings have been initiated or are pending
given by the Company and the books of account and records against the Company for holding any benami
examined by us in the normal course of audit, and to the best property under the Prohibition of Benami Property
of our knowledge and belief, we report that: Transactions Act, 1988 (as amended) and rules
made thereunder.
(i) (a) (A) The Company has maintained proper records
showing full particulars, including quantitative (ii) (a) 
The management has conducted physical
details and situation of property, plant and verification of inventory at reasonable intervals
equipment, capital work-in-progress, and during the year, except for goods-in-transit and
relevant details of right-of-use assets. inventory lying with third parties. In our opinion, the
coverage and procedure of such verification by the
(B) The Company has maintained proper records
management is appropriate and no discrepancies
showing full particulars of intangible assets.
of 10% or more in the aggregate for each class
(b) The Company has a regular programme of physical of inventory were noticed as compared to book
verification of its property, plant and equipment, records. In respect of inventory lying with third
capital work-in-progress, and relevant details of parties, these have substantially been confirmed
right-of-use assets under which the assets are by the third parties.
physically verified in a phased manner over a period
(b) As disclosed in Note 15 to the standalone financial
of 3 years, which in our opinion, is reasonable having
statements, the Company has been sanctioned a
regard to the size of the Company and the nature
working capital limit in excess of ` 5 crores by banks
of its assets. In accordance with this programme,
based on the security of current assets during
certain property, plant and equipment, capital work-
the year. The quarterly statements, in respect of
in-progress, and relevant details of right-of-use
the working capital limits have been filed by the
assets were verified during the year and no material
Company with such banks and such statements
discrepancies were noticed on such verification.
are in agreement with the books of account of the
(c) The title deeds of all the immovable properties held Company for the respective periods, which were
by the Company (other than properties where the subject to audit.
Company is the lessee and the lease agreements
(iii) (a) The Company has not granted any loans or
are duly executed in favour of the lessee), disclosed
advances in the nature of loans to companies,
in Note 3 to the standalone financial statements, are
firms, limited liability partnerships during the year.
held in the name of the Company.
Further, the Company has made investments in and
(d) The Company has adopted cost model for its provided guarantee to its subsidiaries {companies
Property, Plant and Equipment (including right- or any other parties} during the year as per details
of-use assets) and intangible assets. Accordingly, given below:
reporting under clause 3(i)(d) of the Order is not
applicable to the Company.

Particulars Guarantees Investments

Aggregate amount provided during the year:
- TCL Specialties LLC ` 61,235 lakhs Nil
- TCL Intermediates Private Limited ` 45,200 lakhs ` 4,800 lakhs
- Optimistic Organic Sdn Bhd ` 3,880 lakhs Nil
- Ultramarine and Pigments Limited Nil ` 555 Lakhs
Balance outstanding as at balance sheet date in respect of above cases:
- TCL Specialties LLC ` 61,235 lakhs Nil
- TCL Intermediates Private Limited ` 45,200 lakhs ` 19,800 lakhs
- Optimistic Organic Sdn Bhd ` 3,880 lakhs Nil
- Ultramarine and Pigments Limited Nil ` 13,915 lakhs
 Financial Statements Annual Report 2023-24 | 139

(b) In our opinion, and according to the information and (v) In our opinion, and according to the information and
explanations given to us, the investments made, explanations given to us, the Company has not accepted
guarantees provided, security given and terms and any deposits or there are no amounts which have been
conditions of the grant of all loans and advances in deemed to be deposits within the meaning of sections
the nature of loans and guarantees provided are, 73 to 76 of the Act and the Companies (Acceptance
prima facie, not prejudicial to the interest of the of Deposits) Rules, 2014 (as amended). Accordingly,
Company. reporting under clause 3(v) of the Order is not applicable
to the Company.
(c) In respect of loans and advances in the nature of
loans granted by the Company, the schedule of (vi) The Central Government has specified maintenance of
repayment of principal and payment of interest has cost records under sub-section (1) of section 148 of the
been stipulated and the repayments/receipts of Act in respect of the products of the Company. We have
principal and interest are regular. broadly reviewed the books of account maintained by
the Company pursuant to the rules made by the Central
(d) There is no overdue amount in respect of loans or
Government for the maintenance of cost records and are
advances in the nature of loans granted to such
of the opinion that, prima facie, the prescribed accounts
companies, firms, LLPs or other parties.
and records have been made and maintained. However,
(e) The Company has granted loan which had fallen we have not made a detailed examination of the cost
due during the year and was repaid/converted records with a view to determine whether they are
into equity on or before the due date. Further, no accurate or complete.
fresh loans were granted to any party to settle the
(vii) (a) In our opinion, and according to the information and
overdue loans.
explanations given to us, the Company is regular
(f) The Company has not granted any loan or advance in depositing undisputed statutory dues including
in the nature of loan, which is repayable on demand goods and services tax, provident fund, employees’
or without specifying any terms or period of state insurance, income-tax, duty of customs, duty
repayment. of excise, and other material statutory dues, as
applicable, with the appropriate authorities. Further,
(iv) In our opinion, and according to the information and
no undisputed amounts payable in respect thereof
explanations given to us, the Company has complied with
were outstanding at the year-end for a period of
the provisions of section 186 of the Act in respect of loans
more than six months from the date they became
and investments made and guarantees and security
payable.
provided by it, as applicable. Further, the Company has
not entered into any transaction covered under section
185 of the Act.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which
have not been deposited with the appropriate authorities on account of any dispute except for the following

Amount Amount paid Period to which the Forum where

Name of the statute Nature of dues
(` in lakhs) (` in lakhs) amount relates dispute is pending
Income Tax Act, 1961 Tax dues 601 388 AY 2014-15 CIT (A), Mumbai
AY 2016-17
AY 2017-18
AY 2018-19
Goods and Services Tax and Interest 842 77 AY 2017-18 The Commisoner
Tax, 2017 dues of Central Tax
(Appeals)

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the
books of accounts.
140 | Thirumalai Chemicals Limited

(ix) (a) According to the information and explanations given by the Company or no fraud on the Company has
to us, the Company has not defaulted in repayment been noticed or reported during the period covered
of its loans or borrowings or in the payment of by our audit.
interest thereon to any lender.
(b) According to the information and explanations given
(b) According to the information and explanations to us including the representation made to us by the
given to us including confirmations received management of the Company, no report under sub-
from banks and representation received from the section 12 of section 143 of the Act has been filed by
management of the Company, and on the basis of the auditors in Form ADT-4 as prescribed under rule
our audit procedures, we report that the Company 13 of Companies (Audit and Auditors) Rules, 2014,
has not been declared a willful defaulter by any with the Central Government for the period covered
bank or financial institution or government or any by our audit.
government authority.
(c) According to the information and explanations given
(c) In our opinion and according to the information to us including the representation made to us by the
and explanations given to us, the Company has management of the Company, there are no whistle-
not raised any money by way of term loans during blower complaints received by the Company during
the year and there has been no utilisation during the year.
the current year of the term loans obtained by the
(xii) The Company is not a Nidhi Company and the Nidhi
Company during any previous years. Accordingly,
Rules, 2014 are not applicable to it. Accordingly, reporting
reporting under clause 3(ix)(c) of the Order is not
under clause 3(xii) of the Order is not applicable to the
applicable to the Company.
Company.
(d) In our opinion and according to the information
(xiii) In our opinion and according to the information and
and explanations given to us, and on an overall
explanations given to us, all transactions entered into by
examination of the standalone financial statements
the Company with the related parties are in compliance
of the Company, funds raised by the Company on
with sections 177 and 188 of the Act, where applicable.
short term basis have, prima facie, not been utilised
Further, the details of such related party transactions have
for long term purposes.
been disclosed in the standalone financial statements, as
(e) According to the information and explanations required under Indian Accounting Standard (Ind AS) 24,
given to us and on an overall examination of the Related Party Disclosures specified in Companies (Indian
standalone financial statements of the Company, Accounting Standards) Rules 2015 as prescribed under
the Company has not taken any funds from any section 133 of the Act.
entity or person on account of or to meet the
(xiv) (a) In our opinion and according to the information
obligations of its subsidiaries.
and explanations given to us, the Company has an
(f) According to the information and explanations internal audit system which is commensurate with
given to us, the Company has not raised any loans the size and nature of its business as required under
during the year on the pledge of securities held in the provisions of section 138 of the Act.
its subsidiaries.
(b) We have considered the reports issued by the
(x) (a) The Company has not raised any money by way of Internal Auditors of the Company till date for the
initial public offer or further public offer (including period under audit.
debt instruments), during the year. Accordingly,
(xv) According to the information and explanation given to
reporting under clause 3(x)(a) of the Order is not
us, the Company has not entered into any non-cash
applicable to the Company.
transactions with its directors or persons connected
(b) According to the information and explanations given with its directors and accordingly, reporting under clause
to us and on the basis of our examination of the 3(xv) of the Order with respect to compliance with the
records of the Company, the Company has not made provisions of section 192 of the Act are not applicable to
any preferential allotment or private placement of the Company.
shares or (fully, partially or optionally) convertible
(xvi) The Company is not required to be registered under
debentures during the year. Accordingly, reporting
section 45-IA of the Reserve Bank of India Act, 1934 .
under clause 3(x)(b) of the Order is not applicable to
Accordingly, reporting under clauses 3(xvi)(a), (b) and (c)
the Company.
of the Order are not applicable to the Company.
(xi) (a) To the best of our knowledge and according to the
information and explanations given to us, no fraud
 Financial Statements Annual Report 2023-24 | 141

(d) Based on the information and explanations given to our reporting is based on the facts up to the date of the
us and as represented by the management of the audit report and we neither give any guarantee nor any
Company, the Group (as defined in Core Investment assurance that all liabilities falling due within a period of
Companies (Reserve Bank) Directions, 2016) does one year from the balance sheet date, will get discharged
not have any CIC. by the company as and when they fall due.
(xvii) The Company has not incurred any cash losses in (xx) (a) According to the information and explanations
the current financial year as well as the immediately given to us, there are no unspent amounts towards
preceding financial year. Corporate Social Responsibility pertaining to other
than ongoing projects as at end of the current
(xviii) There has been no resignation of the statutory auditors
financial year. Accordingly, reporting under
during the year. Accordingly, reporting under clause
clause 3(xx)(a) of the Order is not applicable to the
3(xviii) of the Order is not applicable to the Company.
Company.
(xix) According to the information and explanations given to
(b) According to the information and explanations given
us and on the basis of the financial ratios, ageing and
to us, the Company has transferred the remaining
expected dates of realisation of financial assets and
unspent amounts towards Corporate Social
payment of financial liabilities, other information in the
Responsibility (CSR) under sub-section (5) of section
standalone financial statements, our knowledge of the
135 of the Act, in respect of ongoing project, within a
plans of the Board of Directors and management and
period of 30 days from the end of financial year to a
based on our examination of the evidence supporting
special account in compliance with the provision of
the assumptions , nothing has come to our attention,
sub-section (6) of section 135 of the Act,
which causes us to believe that any material uncertainty
exists as on the date of the audit report indicating that (xxi) The reporting under clause 3(xxi) of the Order is not
Company is not capable of meeting its liabilities existing applicable in respect of audit of standalone financial
at the date of balance sheet as and when they fall due statements of the Company. Accordingly, no comment
within a period of one year from the balance sheet date. has been included in respect of said clause under this
We, however, state that this is not an assurance as to report.
the future viability of the company. We further state that

In terms of our report attached

For Walker Chandiok & Co LLP Vijay Vikram Singh
Chartered Accountants Partner
Firm’s Registration No.: 001076N/N500013 Membership No: 059139
UDIN: 24059139BKEYHZ8776

Hyderabad
15 May 2024
142 | Thirumalai Chemicals Limited

Annexure B to the Independent Auditor’s Report of even date to the

members of Thirumalai Chemicals Limited on the standalone financial
statements for the year ended 31 March 2024
Independent Auditor’s Report on the internal financial with ethical requirements and plan and perform the audit
controls with reference to the standalone financial to obtain reasonable assurance about whether adequate
statements under Clause (i) of Sub-section 3 of internal financial controls with reference to standalone
Section 143 of the Companies Act, 2013 (‘the Act’) financial statements were established and maintained
1. In conjunction with our audit of the standalone financial and if such controls operated effectively in all material
statements of Thirumalai Chemicals Limited (‘the respects.
Company’) as at and for the year ended 31 March 2024, 4. Our audit involves performing procedures to obtain
we have audited the internal financial controls with audit evidence about the adequacy of the internal
reference to standalone financial statements of the financial controls with reference to standalone financial
Company as at that date. statements and their operating effectiveness. Our audit
of internal financial controls with reference to standalone
Responsibilities of Management and Those Charged
financial statements includes obtaining an understanding
with Governance for Internal Financial Controls
of such internal financial controls, assessing the risk that
2. The Company’s Board of Directors is responsible for a material weakness exists, and testing and evaluating
establishing and maintaining internal financial controls the design and operating effectiveness of internal control
based on internal financial control with reference to based on the assessed risk. The procedures selected
financial statements criteria established by the Company depend on the auditor’s judgement, including the
considering the essential components of internal control assessment of the risks of material misstatement of the
stated in the Guidance Note on Audit of Internal Financial standalone financial statements, whether due to fraud or
Controls over Financial Reporting issued by the Institute error.
of Chartered Accountants of India. These responsibilities
include the design, implementation and maintenance of 5. We believe that the audit evidence we have obtained is
adequate internal financial controls that were operating sufficient and appropriate to provide a basis for our audit
effectively for ensuring the orderly and efficient conduct opinion on the Company’s internal financial controls with
of the Company’s business, including adherence to reference to standalone financial statements.
the Company’s policies, the safeguarding of its assets,
Meaning of Internal Financial Controls with
the prevention and detection of frauds and errors, the
Reference to Standalone Financial Statements
accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, 6. A company’s internal financial controls with reference to
as required under the Act. standalone financial statements is a process designed
to provide reasonable assurance regarding the reliability
Auditor’s Responsibility for the Audit of the Internal of financial reporting and the preparation of financial
Financial Controls with Reference to Financial statements for external purposes in accordance
Statements with generally accepted accounting principles. A
3. Our responsibility is to express an opinion on the company’s internal financial controls with reference to
Company’s internal financial controls with reference to standalone financial statements include those policies
financial statements based on our audit. We conducted and procedures that (1) pertain to the maintenance of
our audit in accordance with the Standards on Auditing records that, in reasonable detail, accurately and fairly
issued by the Institute of Chartered Accountants of India reflect the transactions and dispositions of the assets
(‘ICAI’) prescribed under Section 143(10) of the Act, to the of the company; (2) provide reasonable assurance
extent applicable to an audit of internal financial controls that transactions are recorded as necessary to permit
with reference to financial statements, and the Guidance preparation of financial statements in accordance
Note on Audit of Internal Financial Controls Over Financial with generally accepted accounting principles, and
Reporting (‘the Guidance Note’) issued by the ICAI. Those that receipts and expenditures of the company are
Standards and the Guidance Note require that we comply being made only in accordance with authorisations of
management and directors of the company; and (3)
 Financial Statements Annual Report 2023-24 | 143

provide reasonable assurance regarding prevention financial statements may become inadequate because of
or timely detection of unauthorised acquisition, use, or changes in conditions, or that the degree of compliance
disposition of the company’s assets that could have a with the policies or procedures may deteriorate.
material effect on the financial statements.
Opinion
Inherent Limitations of Internal Financial Controls 8. In our opinion, the Company has, in all material respects,
with Reference to Standalone Financial Statements adequate internal financial controls with reference to
7. Because of the inherent limitations of internal financial standalone financial statements and such controls were
controls with reference to standalone financial operating effectively as at 31 March 2024, based on internal
statements, including the possibility of collusion or financial control with reference to financial statements
improper management override of controls, material criteria established by the Company considering the
misstatements due to error or fraud may occur and not be essential components of internal control stated in the
detected. Also, projections of any evaluation of the internal Guidance Note on Audit of Internal Financial Controls over
financial controls with reference to standalone financial Financial Reporting issued by the Institute of Chartered
statements to future periods are subject to the risk that Accountants of India.
the internal financial controls with reference to standalone

In terms of our report attached

For Walker Chandiok & Co LLP Vijay Vikram Singh
Chartered Accountants Partner
Firm’s Registration No.: 001076N/N500013 Membership No: 059139
UDIN: 24059139BKEYHZ8776

Hyderabad
15 May 2024
144 | Thirumalai Chemicals Limited

Standalone Balance Sheet

as at 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)
Notes As at 31 March 2024 As at 31 March 2023
Assets
Non-current assets
Property, plant and equipment 3 38,683 39,582
Capital work-in-progress 3 475 1,234
Intangible assets 3 10 9
Right of use assets 3 2,120 1,508
Financial assets 21
(i) Investments 4 62,266 53,766
(ii) Loans 5 - 1,644
(iii) Other financial assets 6 431 324
Income tax assets (net) 7 465 595
Other non-current assets 8 234 380
Total non-current assets 1,04,684 99,042
Current assets
Inventories 9 21,666 29,249
Financial assets 21
(i) Investments 4 3,397 -
(ii) Trade receivables 10 16,498 9,254
(iii) Cash and cash equivalents 11 15,975 4,487
(iv) Bank balances other than (iii) above 11 161 6,398
(v) Loans 5 - 20,554
(vi) Other financial assets 6 1,931 698
Income tax assets 7 145 485
Other current assets 8 8,805 16,195
Total current assets 68,578 87,320
Total assets 1,73,262 1,86,362
Equity and liabilities
Equity
Equity share capital 12 1,024 1,024
Other equity 14 97,371 95,178
Total equity 98,395 96,202
Liabilities
Non-current liabilities
Financial liabilities 21
(i) Borrowings 15 2,460 4,990
(ii) Lease liabilities 16 606 -
(iii) Other financial liabilities 19 1,057 -
Deferred tax liabilities (net) 7 5,014 4,913
Provisions 17 1,371 1,097
Total non-current liabilities 10,508 11,000

Current liabilities
Financial liabilities 21
(i) Borrowings 15 15,574 28,047
(ii) Lease liabilities 16 243 189
(iii) Trade payables 18
(A) Total outstanding dues of micro enterprises and small enterprises 213 781
(B) Total outstanding dues other than micro enterprises and small enterprises 46,213 44,733
(iv) Other financial liabilities 19 1,088 1,800
Provisions 17 236 344
Current tax liabilities 7 89 39
Other current liabilities 20 703 3,227
Total Current liabilities 64,359 79,160
Total equity and liabilities 1,73,262 1,86,362
Notes 1 to 41 form an integral part of these standalone financial statements
In terms of our report attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149
Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar
Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)
Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
C G Sethuram Sanjay Sinha T Rajagopalan
Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 145

Statement of Standalone Profit and Loss

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)
Year ended Year ended
Note
31 March 2024 31 March 2023
Income
Revenue from operations 22 1,98,681 1,84,727
Other income 23 3,802 4,426
Total income 2,02,483 1,89,153
Expenses
Cost of materials consumed 24 1,45,127 1,27,699
Project material and contract costs 18,013 8,995
Purchase of stock-in-trade 24 1,613 262
Changes in inventories of finished goods, work-in-progress and 25 (1,488) 179
stock-in-trade
Employee benefits expense 26 5,581 5,628
Finance costs 27 4,357 3,362
Depreciation and amortisation expenses 3 3,418 3,003
Other expenses 28 21,021 24,394
Total expenses 1,97,642 1,73,522
Profit before tax 4,841 15,631
Tax expense 7
- Current tax 1,127 3,473
- Deferred tax 84 205
Total tax expense 1,211 3,678
Profit for the year 3,630 11,953
Other comprehensive income:
Items that will not be reclassified to profit or loss
- Re-measurements of defined benefit liabilities 17 (37) 21
- Equity instruments through other comprehensive income 152 (20)
- Income tax relating to items that will not be reclassified to profit or 7 (17) (1)
loss
Other comprehensive income for the year, net of tax 98 -
Total comprehensive income for the year 3,728 11,953
Earnings per equity share on Profit for the year 29
Basic and diluted (in `) 3.55 11.67

Notes 1 to 41 form an integral part of these standalone financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
146 | Thirumalai Chemicals Limited

Standalone Statement of Changes in Equity

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

A. Equity Share Capital

As at 31 March 2024
Changes in equity share capital during
Balance at the beginning of the year Balance at the end of the year
the current year
1,024 - 1,024

As at 31 March 2023
Changes in equity share capital during
Balance at the beginning of the year Balance at the end of the year
the current year
1,024 - 1,024

B. Other Equity
Surplus Other reserves
Accumulated Total other
Particulars General Securities Retained other equity
reserve premium earnings comprehensive
income*
Balances at 31 March 2022 4,283 1,971 64,873 14,658 85,785
Profit for the year - - 11,953 - 11,953
Dividend paid (relating to 2021-22) - - (2,560) - (2,560)
Other comprehensive income - - 16 (16) -
Balances at 31 March 2023 4,283 1,971 74,282 14,642 95,178
Profit for the year - - 3,630 - 3,630
Dividend paid (relating to 2022-23) - - (1,536) - (1,536)
Other comprehensive income - - (28) 127 99
Balances at 31 March 2024 4,283 1,971 76,349 14,769 97,371
*Refer note 14 (d)

Notes 1 to 41 form an integral part of these standalone financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 147

Standalone Cash flow statement

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Year ended Year ended

31 March 2024 31 March 2023
A. Cash flow from operating activities
Profit before tax 4,841 15,631
Adjustments for:
Depreciation and amortisation expense 3,418 3,003
Interest expense 4,357 3,362
Interest income (1,435) (1,715)
Dividend income from investments (1,548) (1,213)
Provision for employee benefits 294 268
Provision for expected credit losses - 2
Profit on sale of property, plant and equipment, net (5) (33)
Profit on transfer of lease hold rights - (640)
Excess provisions/ sundry balances written back (net) (50) (27)
Unrealised forex gain, net (296) (396)
Gain on fair valuation of derivatives (4) (1)
Financial guarantee commission (295) -
Discount receivable (231) (234)
Operating profit before working capital changes 9,046 18,007
Movements in working capital:
Decrease/ (increase) in trade and other receivables (7,232) 303
Decrease/ (increase) in inventories 7,583 (8,629)
Increase in other financial assets (1,105) (163)
Decrease/ (increase) in other assets 7,430 (9,217)
Increase in trade and other payables 975 7,242
Decrease in provisions & other liabilities (2,689) (2,210)
Decrease in other financial liabilities (497) (35)
Cash generated from operations 13,511 5,298
Direct tax paid (net) (607) (3,635)
Net cash generated from operating activities 12,904 1,663
B. Cash flow from investing activities
Proceeds from sale of property, plant and equipment 8 89
Capital expenditure on property, plant & equipment, capital work in progress (1,581) (4,336)
and intangible assets including capital advances
Interest received 1,435 1,715
Purchase of investments (5,352) (15,132)
Proceeds from sale/ (purchase) of mutual funds (3,397) 5,148
Dividend received 1,548 1,213
Loan repaid by/ (granted to) subsidiary 20,778 (20,393)
Movement in balances with bank other than those mentioned in cash & cash 6,237 1,723
equivalents
Net cash generated from/(used in) investing activities 19,676 (29,973)
148 | Thirumalai Chemicals Limited

Standalone Cash flow statement

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Year ended Year ended

31 March 2024 31 March 2023
C. Cash flow from financing activities
Repayment of borrowings (Also, refer note 15) (40,990) (6,142)
Proceeds from borrowings (net) 25,518 28,897
Payment of lease liabilities (Also refer note 35) (273) (215)
Interest paid relating to borrowings (2,830) (1,702)
Other borrowing cost (1,298) (1,660)
Dividend paid (1,536) (2,560)
Net cash generated from / (used in) financing activities (21,409) 16,618
D. Net cash inflows/ (outflows) during the year 11,171 (11,692)
E. Cash and cash equivalents at the beginning of the year 4,487 15,898
F. Effect of exchange rate fluctuations on foreign currency cash and cash 317 281
equivalents
G. Cash and cash equivalents at the end of the year 15,975 4,487
Cash and cash equivalents comprise of:
Cash on hand 3 3
Balances with banks - in current accounts 6,417 2,965
Deposit accounts (with original maturity less than 3 months) 9,555 1,519
Cash and cash equivalents as per note 11 15,975 4,487

Notes 1 to 41 form an integral part of these standalone financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 149

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

1 General Information Material accounting policies have been consistently

Thirumalai Chemicals Limited (‘the Company’) applied except where a newly issued accounting
is a public limited company domiciled in India and standard is initially adopted or a revision to an existing
incorporated under the provisions of the Companies accounting standard requires a change in the accounting
Act. The Company’s principal activities are policy hitherto in use.
manufacturing and selling chemicals. The shares of Certain comparative figures have been reclassified,
the Company are listed on stock exchanges in India. wherever necessary, to conform to the presentation
The Company has its registered office at Thirumalai adopted in the financial statements. These
House, Plot No. 101-102, Road No. 29, Sion(East), Mumbai reclassifications were not significant and have no impact
- 400 022, India and factories at (1) 25-A Sipcot Industrial on the total assets, total liabilities, total equity and profit
Complex, Ranipet - 632 403, Tamil Nadu, India; (2) 16&17, of the Company.
Engineering SEZ, Sipcot Industrial Complex, Phase III,
Ponnai Road, Ranipet - 632 405, Tamil Nadu, India (3), Plot 2.2 Functional and presentation currency
No.D-2/CH/171B, GIDC Estate, Dahej, Phase-II, Tal.Vagra, The financial statements are presented in Indian Rupees
Bharuch, Gujarat-392 130, India. (`) which is also the Company’s functional currency. All
amounts have been rounded off to the nearest lakhs,
These financial statements were authorized for issue by
except share data and as otherwise stated.
the Company’s Board of Directors on 15 May 2024.
2.3 
Critical accounting estimates, assumptions and
2 Material accounting policy information judgements
2.1 Basis of preparation of financial statements The preparation of the financial statements in conformity
The standalone financial statements of the Company have with generally accepted accounting principles requires
been prepared and presented in accordance with Indian management to make estimates, assumptions and
Accounting Standards (Ind AS) as per Companies (Indian judgements that affect the reported amounts of assets
Accounting Standards) Rules, 2015 and Companies and liabilities and disclosures as at the date of the financial
(Indian Accounting Standard) Amendment Rules, 2016 statements and the reported amounts of income and
as notified under section 133 of Companies Act, 2013 (the expense for the periods reported.
“Act”) and other relevant provisions of the Act. The estimates and associated assumptions are based
These financial statements have been prepared on a on historical experience and other factors that are
historical cost convention on accrual basis, except for considered to be relevant. Actual results may differ from
certain financial assets and financial liabilities (including these estimates considering different assumptions and
derivative instruments), which are measured at fair value. conditions.

All assets and liabilities have been classified as current Estimates and underlying assumptions are reviewed
or non-current as per the Company’s normal operating on an ongoing basis. Revisions to accounting estimates
cycle and other criteria set out in Schedule III to the are recognised in the period in which the estimates are
Act. For the business of manufacturing and trading of revised and future periods are affected. The estimates
chemicals, based on the nature of products and the and assumptions that have a significant risk of causing
time between the acquisition of assets for processing a material adjustment to the carrying values of assets
and their realization in cash and cash equivalents, the and liabilities within the next financial year are discussed
Company has ascertained its operating cycle up to below.
twelve months for the purpose of current – non-current (i) Deferred income tax assets and liabilities
classification of assets and liabilities. Operating cycle for Significant management judgment is required to
the other business activities of the Company covers the determine the amount of deferred tax assets that
duration of the specific project or contract or service and can be recognised, based upon the likely timing and
extends up to the realisation of receivables within the the level of future taxable profits. The amount of total
agreed credit period normally applicable to such lines deferred tax assets could change if management
of business. estimates of projected future taxable income or if
tax regulations undergo a change.
150 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

(ii) Useful lives of property, plant and equipment (v) Recognition of property, plant and equipment
(‘PPE’) and intangible assets (PPE) and Capital work in progress
Property, Plant and Equipment/Intangible Assets Significant level of judgement is involved in
are depreciated/amortised over their estimated assessing whether the expenditure incurred meets
useful life, after taking into account estimated the recognition criteria under Ind AS 16 Property,
residual value. Management reviews the estimated Plant and Equipment. Also estimates are involved
useful life and residual values of the assets annually in determining the cost attributable to bringing the
in order to determine the amount of depreciation/ assets to the location and condition necessary for it
amortisation to be recorded during any reporting to be capable of operating in the manner intended
period. The useful life and residual values are by the management.
based on the Company’s historical experience with (vi) Contract assets
similar assets and take into account anticipated The measurement of material and contract costs
technological changes, expected level of usage and involves identification of costs specific to this project
product life-cycle. The depreciation/amortisation and estimation of percentage of completion based
for future periods is revised if there are significant on the proportion of contract costs incurred for
changes from previous estimates. work performed to date relative to the estimated
(iii) Employee benefit obligations total contract costs, except where this would not be
Employee benefit obligations are determined representative of the stage of completion.
using actuarial valuations. An actuarial valuation
2.4 Foreign currency transaction
involves making various assumptions that may
differ from actual developments. These include the On initial recognition, all foreign currency transactions
estimation of the appropriate discount rate, future are recorded at exchange rates prevailing on the date
salary increases and mortality rates. Due to the of the transaction. Monetary assets and liabilities,
complexities involved in the valuation and its long- denominated in a foreign currency, are translated at the
term nature, the employee benefit obligation is exchange rate prevailing on the Balance Sheet date and
highly sensitive to changes in these assumptions. All the resultant exchange gains or losses are recognised
assumptions are reviewed at each reporting date. in the Statement of Profit and Loss. A monetary item for
which settlement is neither planned nor likely to occur
(iv) Provisions and contingencies in the foreseeable future is considered as a part of the
From time to time, the Company is subject to legal entity’s net investment in that foreign operation.
proceedings, the ultimate outcome of each being
subject to uncertainties inherent in litigation. A 2.5 Revenue from contracts with customers
provision for litigation is made when it is considered To determine whether to recognise revenue from
probable that a payment will be made and the contracts with customers, the Company follows a 5-step
amount can be reasonably estimated. Significant process:
judgement is required when evaluating the provision
1 Identifying the contract with customer
including, the probability of an unfavourable
outcome and the ability to make a reasonable 2 Identifying the performance obligations
estimate of the amount of potential loss. Litigation
3 Determining the transaction price
provisions are reviewed at each accounting period
and revisions made for the changes in facts and 4 Allocating the transaction price to the performance
circumstances. Contingent liabilities are disclosed obligations
in the notes forming part of the financial statements.
5 
Recognising revenue when/as performance
Contingent assets are not disclosed in the financial
obligation(s) are satisfied.
statements unless an inflow of economic benefits
is probable.
 Financial Statements Annual Report 2023-24 | 151

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Revenue from contracts with customers for products (i) Sale of chemicals
sold and service provided is recognised when control Revenue from sale of chemicals is recognised when
of promised products or services are transferred to the control of the product is transferred to the customer,
customer at an amount that reflects the consideration to being when the products are delivered, accepted
which the Company expects to be entitled in exchange and acknowledged by customers and there is no
for those goods or services. Revenue is measured based unfulfilled obligation that could affect the customer’s
on the consideration to which the Company expects to acceptance of the product. Revenue from the sale
be entitled in a contract with a customer and excludes is recognised based on the price specified in the
Goods and services taxes and is net of rebates and contract, net of rebates and discounts.
discounts. No element of financing is deemed present (ii) Income from wind operated generators
as the sales are made with a credit term of 60-90 days, Revenue from sale of power is recognised on the
which is consistent with market practice. A receivable basis of electrical units generated and transmitted
is recognised when the goods are delivered as this is to the grid of Electricity Board which coincides
the point in time that the consideration is unconditional with completion of performance obligation as per
because only the passage of time is required before the the agreement. Revenue is recognised using the
payment is due. transaction price as stipulated in the agreement
For performance obligation satisfied over time, the with the customer.
revenue recognition is done by measuring the progress (iii) Income from operating lease
towards complete satisfaction of performance obligation. Rental income from operating leases is recognised
The progress is measured in terms of a proportion of on a straight‑line basis over the period of the lease
actual cost incurred to-date, to the total estimated unless the payments are structured to increase in
cost attributable to the performance obligation except line with expected general inflation to compensate
where this would not be representative of the stage of for the lessor’s expected inflationary cost increases.
completion. The Company transfers control of a good or
service over time and therefore satisfies a performance (iv) Sale of scrap
obligation and recognises revenue over a period of time Revenue from sale of scrap is recognised as and
if one of the following criteria is met: when the control over the goods is transferred.
(v) Export benefits
(i) the customer simultaneously consumes the benefit
Export incentives are recognised as income as per
of Company’s performance or
the terms of the scheme in respect of the exports
(ii) the customer controls the asset as it is being made and included as part of other operating
created/enhanced by the Company’s performance income.
or
(vi) 
Revenue from construction/project related
(iii) there is no alternative use of the asset and the activity
Company has either explicit or implicit right of Cost plus contracts: Revenue from cost plus
payment considering legal precedents. contracts is recognised over time and is determined
with reference to the extent performance obligations
In all other cases, performance obligation is considered
have been satisfied. The amount of transaction
as satisfied at a point in time
price allocated to the performance obligations
Significant judgments are used in determining the satisfied represents the recoverable costs incurred
revenue to be recognised in case of performance during the period plus the margin as agreed with
obligation satisfied over a period of time, revenue the customer.
recognition is done by measuring the progress towards
Costs to obtain a contract which are incurred
complete satisfaction of performance obligation.
regardless of whether the contract was obtained
These activity-specific revenue recognition criteria are charged-off in statement of profit and loss
are based on the goods or services provided to the immediately in the period in which such costs are
customer and the contract conditions in each case, and incurred. Incremental costs of obtaining a contract,
are as described below. if any, and costs incurred to fulfil a contract are
152 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

amortised over the period of execution of the including any costs directly attributable to bringing
contract in proportion to the progress measured the assets to the location and condition necessary
in terms of a proportion of actual cost incurred to- for them to be capable of operating in the manner
date, to the total estimated cost attributable to the intended by the management. Plant and other
performance obligation. Amounts received before equipment are subsequently measured at cost
the related work is performed are disclosed in the less accumulated depreciation and any impairment
Balance Sheet as contract liability. losses.
Contract assets : A contract asset is initially Major shutdown and overhaul expenditure is
recognised for cost incurred with respect to capitalised as the activities undertaken improves the
engineering and construction services because economic benefits expected to arise from the asset
these costs (1) relate directly to the contract, (2) Assets in the course of construction are capitalised
enhance the resources of the reporting entity to in the assets under construction account. At the
perform under the contract and relate to satisfying a point when an asset is operating at management’s
future performance obligation, and (3) are expected intended use, the cost of construction is transferred
to be recovered. Upon completion of the service to the appropriate category of property, plant and
and acceptance by the customer, the amount equipment and depreciation commences. Costs
recognised as contract assets is reclassified to associated with the commissioning of an asset
trade receivables. Contract assets are subject to and any obligatory decommissioning costs are
impairment assessment. capitalised where the asset is available for use but
incapable of operating at normal levels until a year
2.6 Recognition of Dividend Income, Interest income or
of commissioning has been completed. Revenue
expense
generated from production during the trial period
Dividend income is recognised when the unconditional is capitalised.
right to receive the income is established. Interest income
or expense is recognised using the effective interest Parts of an item of PPE having different useful lives
method. and significant value and subsequent expenditure
on Property, Plant and Equipment arising on
The ‘effective interest rate’ is the rate that exactly account of capital improvement or other factors
discounts estimated future cash payments or receipts are accounted for as separate components only
through the expected life of the financial instrument to: when it is probable that future economic benefits
- the gross carrying amount of the financial asset; or associated with the item will flow to the Company
and the cost of the item can be measured reliably.
- the amortised cost of the financial liability.
The carrying amount of any component accounted
In calculating interest income and expense, the effective for as a separate asset is derecognised when
interest rate is applied to the gross carrying amount of replaced. All other repairs and maintenance are
the asset (when the asset is not credit-impaired) or to charged to profit or loss during the reporting period
the amortised cost of the liability. However, for financial in which they are incurred.
assets that have become credit-impaired subsequent
Gains or losses arising on the disposal of property,
to initial recognition, interest income is calculated by
plant and equipment are determined as the
applying the effective interest rate to the amortised cost
difference between the disposal proceeds and the
of the financial asset. If the asset is no longer credit-
carrying amount of the assets and are recognised in
impaired, then the calculation of interest income reverts
the statement of profit and loss within other income
to the gross basis.
or other expenses.
2.7 Property, plant and equipment and intangible assets The components of assets are capitalized only if
(i) Plant and equipment the life of the components vary significantly and
Plant and other equipment (comprising plant whose cost is significant in relation to the cost of
and machinery, furniture and fittings, electrical respective asset. The life of components in assets
equipment, office equipment, computers and are determined based on technical assessment and
vehicles) are initially recognised at acquisition cost,
 Financial Statements Annual Report 2023-24 | 153

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

past history of replacement of such components in carrying amount exceeds its recoverable amount,
the assets. which is the higher of fair value less costs of disposal
and value-in-use. To determine the value-in-use,
Property, plant and equipment are carried at the
management estimates expected future cash flows
cost of acquisition or construction less accumulated
from each cash-generating unit and determines
depreciation and accumulated impairment, if
a suitable discount rate in order to calculate the
any. The cost of property, plant and equipment
present value of those cash flows. The data used
includes non-refundable taxes, duties, freight,
for impairment testing procedures are directly
professional fees, for qualifying assets, borrowing
linked to the Company’s latest approved budget,
costs capitalised in accordance with the Company’s
adjusted as necessary to exclude the effects of
accounting policy based on Ind AS 23 – Borrowing
future reorganizations and asset enhancements.
costs and other incidental expenses related to the
Discount factors are determined individually for
acquisition and installation of the respective assets.
each cash-generating unit and reflect current
Property, plant and equipment which are retired
market assessments of the time value of money
from active use and are held for disposal are stated
and asset-specific risk factors.
at the lower of their net book value or net realizable
value. Cost of property, plant and equipment not Impairment losses for cash-generating units reduce
ready for the intended use as at balance sheet date first the carrying amount of any goodwill allocated
are disclosed as “capital work-in-progress”. to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other
(ii) Land
assets in the cash-generating unit. With the
Land (other than investment property) held for use
exception of goodwill, all assets are subsequently
in production or administration is stated at cost.
reassessed for indications that an impairment loss
As no finite useful life for land can be determined,
previously recognised may no longer exist. An
related carrying amounts are not depreciated.
impairment loss is reversed if the asset’s or cash-
(iii) Intangible assets generating unit’s recoverable amount exceeds its
Intangible assets acquired separately are carrying amount.
measured at cost of acquisition. Following initial
(v) Depreciation and amortisation
recognition, intangible assets are carried at cost less
Depreciation on property, plant and equipment is
accumulated amortization and impairment losses,
provided on straight line method and in the manner
if any. The amortization of an intangible asset with
prescribed in Schedule II to the Companies Act,
a finite useful life reflects the manner in which the
2013, over its useful life specified in the Act, or
economic benefit is expected to be generated.
based on the useful life of the assets as estimated
(iv) 
Impairment testing of intangible assets and by Management based on technical evaluation and
property, plant and equipment advice. The residual value is generally assessed
For the purpose of impairment assessment, as 5% of the acquisition cost which is considered
assets are grouped at the lowest levels for which to be the amount recoverable at the end of the
there are largely independent cash inflows (cash- asset’s useful life. The residual values, useful lives
generating units). As a result, some assets are tested and method of depreciation of property, plant and
individually for impairment and some are tested at equipment is reviewed at each financial year end.
cash-generating unit level.
Major overhaul costs are depreciated over the
All individual assets or cash-generating units are estimated life of the economic benefit derived from
tested for impairment whenever events or changes the overhaul. The carrying amount of the remaining
in circumstances indicate that the carrying amount previous overhaul cost is charged to the Statement
may not be recoverable. of Profit and Loss if the next overhaul is undertaken
An impairment loss is recognised for the amount earlier than the previously estimated life of the
by which the asset’s (or cash-generating unit’s) economic benefit.
154 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

The Management’s estimates of the useful life of various categories of fixed assets where estimates of useful life are
lower than the useful life specified in Part C of Schedule II to the Companies Act, 2013 are as under:

Category of fixed assets As Per Schedule II Management estimate

Specific laboratoryequipments 10 years 5 years

Office equipments (mobile phones) 5 years 2 years

Catalyst 15 years 36 months

2.8 Research and development expenses of-use asset. The estimated useful life of right-of-use
Expenditures on research activities undertaken with the assets are determined on the same basis as those
prospect of gaining new scientific or technical knowledge of property, plant and equipment.
and understanding are recognised as expense in the The Company applies Ind AS 36 to determine
statement of profit and loss when incurred. whether an RoU asset is impaired and accounts for
Expenditure incurred on property, plant and equipment any identified impairment loss as described in the
used for research and development is capitalized and impairment of non-financial assets below.
depreciated in accordance with the depreciation policy For lease liabilities at the commencement of the
of the Company. lease, the Company measures the lease liability
2.9 Leases at the present value of the lease payments that
(a) Company as a lessee are not paid at that date. The lease payments are
The Company evaluates each contract or discounted using the interest rate implicit in the
arrangement, whether it qualifies as lease as lease, if that rate can be readily determined, if that
defined under Ind AS 116. rate is not readily determined, the lease payments
are discounted using the incremental borrowing
The Company determines the lease term as the rate that the Company would have to pay to borrow
non-cancellable period of a lease, together with funds, including the consideration of factors such
periods covered by an option to extend the lease, as the nature of the asset and location, collateral,
where the Company is reasonably certain to market terms and conditions, as applicable in a
exercise that option. similar economic environment.
The Company at the commencement of the lease After the commencement date, the amount of lease
contract recognizes a Right-of-Use (ROU) asset at liabilities is increased to reflect the accretion of
cost and corresponding lease liability, except for interest and reduced for the lease payments made.
leases with term of less than twelve months (short
term leases) and low-value assets. For these short The Company recognizes the amount of the re-
term and low value leases, the Company recognizes measurement of lease liability as an adjustment to
the lease payments as an operating expense on a the right-of-use assets. Where the carrying amount
straight line basis over the lease term. The cost of of the right-of-use asset is reduced to zero and
the right-of-use asset comprises the amount of the there is a further reduction in the measurement
initial measurement of the lease liability, any lease of the lease liability, the Company recognizes
payments made at or before the inception date of any remaining amount of the re-measurement in
the lease, plus any initial direct costs, less any lease statement of profit and loss.
incentives received. Subsequently, the right-of-use Lease liability payments are classified as cash used
assets are measured at cost less any accumulated in financing activities in the statement of cash flows.
depreciation and accumulated impairment losses,
(b) Company as a lessor
if any.
Leases under which the Company is a lessor are
The right-of-use assets are depreciated using the classified as finance or operating leases. Lease
straight-line method from the commencement date contracts where all the risks and rewards are
over the shorter of lease term or useful life of right- substantially transferred to the lessee, the lease
 Financial Statements Annual Report 2023-24 | 155

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

contracts are classified as finance leases. All other contractual terms gives rise on specified dates to
leases are classified as operating leases. cash flows that are solely payments of principal and
interest on the principal amount outstanding.
2.10 Financial instruments
A financial instrument is any contract that gives rise to These assets are measured subsequently at
a financial asset of one entity and a financial liability or amortised cost using the effective interest method.
equity instrument of another entity. Financial assets other The loss allowance at each reporting period is
than equity instruments are classified into categories: evaluated based on the expected credit losses
financial assets at fair value through profit or loss and for next 12 months and credit risk exposure. The
at amortised cost. Financial assets that are equity Company shall also measure the loss allowance
instruments are classified as fair value through profit or for a financial instrument at an amount equal to the
loss or fair value through other comprehensive income. lifetime expected credit losses if the credit risk on
Financial liabilities are classified into financial liabilities at that financial instrument has increased significantly
fair value through profit or loss or amortised cost. since initial recognition.

Financial instruments are recognised on the balance (b) 

Financial asset at fair value through other
comprehensive income (FVOCI)
sheet when the Company becomes a party to the
Includes assets that are held within a business model
contractual provisions of the instrument.
where the objective is both collecting contractual
Initially, a financial instrument is recognised at its fair cash flows and selling financial assets along with the
value except for trade receivable. Trade receivables contractual terms giving rise on specified dates to
that do not contain a significant financing component cash flows that are solely payments of principal and
are measured at transaction price Transaction costs interest on the principal amount outstanding. At initial
directly attributable to the acquisition or issue of financial recognition, the Company, based on its assessment,
instruments are recognised in determining the carrying makes an irrevocable election to present in other
amount, if it is not classified as at fair value through profit comprehensive income the changes in the fair
or loss. Subsequently, financial instruments are measured value of an investment in an equity instrument that
according to the category in which they are classified. is not held for trading. These selections are made on
an instrument-by-instrument (i.e., share-by-share)
Classification and subsequent measurement of
basis. If the Company decides to classify an equity
financial assets
instrument as at FVOCI, then all fair value changes
For the purpose of subsequent measurement financial on the instrument, excluding dividends, impairment
assets are classified and measured based on the entity’s gains or losses and foreign exchange gains and
business model for managing the financial asset and losses, are recognised in other comprehensive
the contractual cash flow characteristics of the financial income. There is no recycling of the amounts from
asset at: OCI to profit or loss, even on sale of investment. The
a. Amortised cost dividends from such instruments are recognised in
statement of profit and loss.
b. F
 air value through other comprehensive income
(FVOCI) or The fair value of financial assets in this category
are determined by reference to active market
c. Fair value through profit and loss (FVTPL) transactions or using a valuation technique where
All financial assets are reviewed for impairment at least no active market exists.
at each reporting date to identify whether there is any The loss allowance at each reporting period is
objective evidence that a financial asset or a group of evaluated based on the expected credit losses
financial assets is impaired. Different criteria to determine for next 12 months and credit risk exposure. The
impairment are applied for each category of financial Company shall also measure the loss allowance
assets, which are described below. for a financial instrument at an amount equal to the
(a) Financial asset at amortised cost lifetime expected credit losses if the credit risk on
Includes assets that are held within a business that financial instrument has increased significantly
model where the objective is to hold the financial since initial recognition. The loss allowance shall be
assets to collect contractual cash flows and the recognised in other comprehensive income and
156 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

shall not reduce the carrying amount of the financial the Statement of Profit and Loss when incurred.
asset in the balance sheet. Subsequent to initial recognition, these derivatives
are measured at fair value through profit or loss and
(c) Financial asset at fair value through profit and
loss (FVTPL) the resulting exchange gains or losses are included
Financial assets at FVTPL include financial assets that in other income. Assets/ liabilities in this category
are designated at FVTPL upon initial recognition and are presented as current assets/ current liabilities,
financial assets that are not measured at amortised if they are either held for trading or are expected
cost or at fair value through other comprehensive to be realized within 12 months after the Balance
income. All derivative financial instruments fall into Sheet date.
this category, except for those designated and Classification and subsequent measurement of
effective as hedging instruments, for which the financial liabilities
hedge accounting requirements apply. Assets in Financial liabilities are classified, at initial recognition,
this category are measured at fair value with gains as financial liabilities at fair value through profit
or losses recognised in profit or loss. The fair value or loss, loans and borrowings, payables, or as
of financial assets in this category are determined derivatives designated as hedging instruments
by reference to active market transactions or using in an effective hedge, as appropriate. All financial
a valuation technique where no active market exists. liabilities are recognised initially at fair value and, in
the case of loans and borrowings and payables,
The loss allowance at each reporting period is
net of directly attributable transaction costs. The
evaluated based on the expected credit losses
Company’s financial liabilities include trade and
for next 12 months and credit risk exposure. The
other payables, loans and borrowings including
Company shall also measure the loss allowance
bank overdrafts, financial guarantee contracts and
for a financial instrument at an amount equal to the
derivative financial instruments.
lifetime expected credit losses if the credit risk on
Subsequent measurement
that financial instrument has increased significantly
since initial recognition. The loss allowance shall be  or purposes of subsequent measurement, financial
F
recognised in profit and loss. liabilities are classified in two categories:
(d) Derivative financial instruments •  Financial liabilities at fair value through profit or
The Company holds derivative financial instruments loss
such as foreign exchange forward and options
• Financial liabilities at amortised cost (loans and
contracts to mitigate the risk of changes in
borrowings)
exchange rates on foreign currency exposures.
The counterparty for these contracts is generally  Financial liabilities at fair value through profit or
a bank. loss
F inancial liabilities at fair value through profit or
Financial assets or financial liabilities, at fair value loss include financial liabilities held for trading
through profit or loss: and financial liabilities designated upon initial
This category are primarily derivative financial recognition as at fair value through profit or loss.
assets or liabilities which are not designated as Financial liabilities are classified as held for trading
hedges. Although the Company believes that these if they are incurred for the purpose of repurchasing
derivatives constitute hedges from an economic in the near term. This category also includes
perspective, they may not qualify for hedge derivative financial instruments entered into by
accounting under Ind AS 109, Financial Instruments. the Company that are not designated as hedging
Any derivative that is either not designated as instruments in hedge relationships as defined by
hedge, or is so designated but is ineffective as Ind AS 109. Separated embedded derivatives
per Ind AS 109, is categorized as a financial asset are also classified as held for trading unless they
or financial liability, at fair value through profit or are designated as effective hedging instruments.
loss. Derivatives not designated as hedges are Gains or los ses on liabilities held for
recognised initially at fair value and attributable trading are recognised in the profit or loss.
transaction costs are recognised in net profit in Financial liabilities designated upon initial
 Financial Statements Annual Report 2023-24 | 157

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

recognition at fair value through profit or loss are sold at or above cost. Cost is determined on a First
designated as such at the initial date of recognition, in First out basis.
and only if the criteria in Ind AS 109 are satisfied. (ii) Work in progress and finished goods
For liabilities designated as FVTPL, fair value gains/ Work in progress and finished goods are valued
losses attributable to changes in own credit risk at lower of cost and net realizable value. Cost
are recognized in OCI. These gains/ losses are not includes the combined cost of material, labour and
subsequently transferred to P&L. However, the a proportion of manufacturing overheads based
Company may transfer the cumulative gain or loss on normal operating capacity. Cost of finished
within equity. All other changes in fair value of such goods includes excise duty, wherever applicable.
liability are recognised in the statement of profit and Cost is determined on a First in First out basis. Net
loss. The Company has not designated any financial realisable value is the estimated selling price in the
liability as at fair value through profit or loss. ordinary course of business, less estimated costs of
Financial liabilities at amortised cost (Loans and completion and to make the sale.
borrowings)
(iii) Stores and Spares
This is the category most relevant to the Company.
Stores and spares consists of packing materials,
After initial recognition, interest-bearing loans
engineering spares and consumables (such as
and borrowings are subsequently measured
lubricants, cotton waste and oils), which are used
at amortised cost using the EIR method.
in operating machines or consumed as indirect
Gains and losses are recognised in profit or
materials in the manufacturing process, has been
loss when the liabilities are derecognised as
valued using weighted average cost method.
well as through the EIR amortisation process.
Amortised cost is calculated by taking into account The cost comprises of costs of purchase, duties and
any discount or premium on acquisition and fees taxes (other than those subsequently recoverable),
or costs that are an integral part of the EIR. The conversion cost and other costs incurred in
EIR amortisation is included as finance costs in the bringing the inventories to their present location
statement of profit and loss and condition. Net realisable value is the estimated
selling price in the ordinary course of business less
Financial guarantee contracts
estimated cost to completion and applicable selling
Financial guarantee contracts are contracts that
expenses.
require the issuer to make specified payments to
reimburse the holder for a loss it incurs because a 2.12 Post-employment benefits and short-term employee
specified party fails to make payments when due, benefits
in accordance with the terms of a debt instrument. (a) Defined contribution plan
Such financial guarantees are given to banks on Contribution to Provident Fund in India are in the
behalf of the Subsidiaries to secure loans, overdrafts nature of defined contribution plan and are made to
and other banking facilities. Financial guarantee a recognised fund. Contribution to Superannuation
contracts are initially measured at fair value and Fund is in the nature of defined contribution plan and
subsequently measured at the higher of: is remitted to insurance company in accordance
with the scheme framed by the Corporation. The
• The amount of the loss allowance; and
Company has no legal or constructive obligations to
• The premium received on initial recognition pay contributions in addition to its fixed contributions,
less income recognized in accordance with which are recognised as an expense in the period
the principles of Ind AS 115. that related employee services are received.
2.11 Inventories (i) Provident fund
(i) Raw materials The Company makes contribution to the
Raw materials are valued at lower of cost and net statutory provident fund in accordance with
realisable value. However, materials and other items Employees Provident Fund and Miscellaneous
held for use in the production of inventories are not Provisions Act, 1952, which is a defined
written down below cost if the finished products in contribution plan, and contribution paid or
which they will be incorporated are expected to be payable is recognised as an expense in the
period in which it falls due.
158 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

(ii) Other funds (ii) Leave salary - compensated absences

The Company’s contribution towards defined The Company also extends defined benefit plans in
contribution plan is accrued in compliance the form of compensated absences to employees.
with the requirement of the domestic laws of Provision for compensated absences is made on
the countries in which the consolidated entities actuarial valuation basis.
operate in the year of which the contributions
2.13 Earnings per equity share
are done. Payments to defined contribution
retirement benefit plans are charged as an Basic earnings per equity share is calculated by dividing
expense as they fall due. the total profit for the period attributable to equity
shareholders (after deducting attributable taxes) by the
(iii) Superannuation fund weighted average number of equity shares outstanding
Contribution made towards Superannuation during the period. The weighted average number of
Fund (funded by payments to an insurance equity shares outstanding during the period is adjusted
company) which is a defined contribution plan, for events including a bonus issue, bonus element in
is charged as expenses on accrual basis. There a rights issue to existing shareholders, share split and
are no obligations other than the contribution reverse share split (consolidation of shares). In this
made to respective fund. scenario, the number of equity shares outstanding
(b) Defined benefit plan increases without an increase in resources due to which
Under the Company’s defined benefit plans, the the number of equity shares outstanding before the
amount of benefit that an employee will receive on event is adjusted for the proportionate change in the
retirement is defined by reference to the employee’s number of equity shares outstanding as if the event had
length of service and final salary. occurred at the beginning of the earliest period reported.

The defined benefit plans are as below For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
(i) Gratuity
shareholders and the weighted average number of
The liability recognised in the statement of financial
shares outstanding during the period are adjusted for
position for defined benefit plans is the present
the effects of all dilutive potential equity shares.
value of the defined benefit obligation (DBO) at the
reporting date less the fair value of plan assets. 2.14 Income tax
The Company estimates the DBO annually with Income tax comprises current and deferred tax. Income
the assistance of independent actuaries. This is tax expense is recognized in the statement of profit
based on standard rates of inflation, salary growth and loss except to the extent it relates to a business
rate and mortality. Discount factors are determined combination, or items directly recognized in equity or in
close to each year-end by reference to government other comprehensive income.
securities that are denominated in the currency in
which the benefits will be paid and that have terms (i) Current income tax
to maturity approximating the terms of the related Current income tax for the current and prior
gratuity liability. periods are measured at the amount expected to
be recovered from or paid to the taxation authorities
Service cost on the Company’s defined benefit plan based on the taxable income for the period. The tax
is included in employee benefits expense. Employee rates and tax laws used to compute the current tax
contributions, all of which are independent of amounts are those that are enacted or substantively
the number of years of service, are treated as a enacted as at the reporting date and applicable for
reduction of service cost. Actuarial gains and losses the period. While determining the tax provisions,
resulting from measurements of the net defined the Company assesses whether each uncertain tax
benefit liability are included in other comprehensive position is to be considered separately or together
income. with one or more uncertain tax positions depending
 Financial Statements Annual Report 2023-24 | 159

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

the nature and circumstances of each uncertain tax right to offset current tax assets against current
position. tax liabilities, and they relate to taxes levied by the
same taxation authority on either the same taxable
The Company offsets current tax assets and current
entity, or on different taxable entities where there
tax liabilities, where it has a legally enforceable right
is an intention to settle the current tax liabilities and
to set off the recognized amounts and where it
assets on a net basis or their tax assets and liabilities
intends either to settle on a net basis, or to realize
will be realized simultaneously.
the asset and liability simultaneously.
(ii) Deferred income tax 2.15 Contingent liabilities and provisions
Deferred income tax is recognized using the balance Provisions are recognised when the Company has a
sheet approach. Deferred income tax assets and present legal or constructive obligation as a result of a
liabilities are recognized for deductible and taxable past event, it is probable that an outflow of economic
temporary differences arising between the tax base resources will be required from the Company and
of assets and liabilities and their carrying amount amounts can be estimated reliably. Timing or amount of
in financial statements, except when the deferred the outflow may still be uncertain.
income tax arises from the initial recognition of Provisions are measured at the estimated expenditure
goodwill or an asset or liability in a transaction that required to settle the present obligation, based on the
is not a business combination and affects neither most reliable evidence available at the reporting date,
accounting nor taxable profits or loss at the time of including the risks and uncertainties associated with the
the transaction. present obligation. Where there are a number of similar
Deferred income tax assets are recognized to obligations, the likelihood that an outflow will be required
the extent it is probable that taxable profit will be in settlement is determined by considering the class of
available against which the deductible temporary obligations as a whole. Provisions are discounted to their
differences and the carry forward of unused tax present values, where the time value of money is material.
credits and unused tax losses can be utilized. No liability is recognised if an outflow of economic
Deferred income tax liabilities are recognized for all resources as a result of present obligations is not
taxable temporary differences except in respect of probable. Such situations are disclosed as contingent
taxable temporary differences that is expected to liabilities if the outflow of resources is remote.
reverse within the tax holiday period. The Company does not recognise contingent assets
The carrying amount of deferred income tax assets unless the realization of the income is virtually certain,
is reviewed at each reporting date and reduced to however these are assessed continually to ensure that
the extent that it is no longer probable that sufficient the developments are appropriately disclosed in the
taxable profit will be available to allow all or part of financial statements.
the deferred income tax asset to be utilized.
2.16 Cash flow statement
Deferred income tax assets and liabilities are Cash flows are reported using the indirect method,
measured at the tax rates that are expected to whereby profit / (loss) before exceptional items and tax
apply in the period when the asset is realized or the is adjusted for the effects of transactions of non-cash
liability is settled, based on tax rates (and tax laws) nature and any deferrals or accruals of past or future
that have been enacted or substantively enacted at receipts or payments. In the cash flow statement, cash
the reporting date. and cash equivalents includes cash in hand, cheques
The Company offsets deferred income tax assets on hand, balances with banks in current accounts and
and liabilities, where it has a legally enforceable other short- term highly liquid investments with original
maturities of 3 months or less, as applicable.
Summary of material accounting policies and other explanatory information
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

3 Property, plant and equipment, Intangible assets, Capital work-in- progress and Right of use assets
Intangible
Property, plant and equipment
Capital Right assets
Particulars Wind Furniture work-in- of use
Freehold Buildings Plant and Office Computer progress assets Computer
operated and Vehicles Total
land and Roads equipment equipment equipments software
generators fixtures
Gross block
160 | Thirumalai Chemicals Limited

Balance as at 01 April 2022 7,074 1,854 38,751 571 160 133 181 142 48,866 558 3,333 110
Additions - 13 2,356 - 1 34 30 52 2,486 801 38 7
Transfer on capitalisation - 904 416 - - - - - 1,320 - - -
Disposals - - (984) - (1) (19) (41) (1) (1,046) (125) (1,376) -
Balance as at 31 March 2023 7,074 2,771 40,539 571 160 148 170 193 51,626 1,234 1,995 117
Additions - - 145 - 2 28 12 24 211 1,294 902 5
Transfer on capitalisation - 115 1,938 - - - - - 2,053 (2,053) - -
Disposals - - (3,257) - (3) (13) - - (3,273) - (38) -
Balance as at 31 March 2024 7,074 2,886 39,365 571 159 163 182 217 50,617 475 2,859 122
Accumulated depreciation
/ amortisation
Balance up to 01 April 2022 - 343 9,424 210 69 62 107 66 10,281 - 292 104
Depreciation/ amortisation for - 218 2,399 35 13 21 24 41 2,751 - 248 4
the year
Reversal on disposal of assets - - (931) - - (19) (38) - (988) - (53) -
Balance up to 31 March 2023 - 561 10,892 245 82 64 93 107 12,044 - 487 108
Depreciation/ amortisation for - 257 2,769 35 12 21 23 44 3,161 - 253 4
the year
Reversal on disposal of assets - - (3,257) - (1) (12) (1) - (3,271) - (1) -
Balance up to 31 March 2024 - 818 10,404 280 93 73 115 151 11,934 - 739 112
Net block
Balance as at 31 March 2023 7,074 2,210 29,647 326 78 84 77 86 39,582 1,234 1,508 9
Balance as at 31 March 2024 7,074 2,068 28,961 291 66 90 67 66 38,683 475 2,120 10
Notes:
(i) Of the above, both movable & immovable property, plant and equipment of the Company has been pledged as collateral for the Company’s term loan (Also, refer note 15).
(ii) For contractual commitment with respect to property, plant and equipment, refer note 34(b).
(iii) The lease liabilities arising out of addition to Right of use asset has been fully paid at the inception of the respective leases, other than those mentioned in note 16.
(iv) Refer note 35 (v) for class of underlying right of use assets
 Financial Statements Annual Report 2023-24 | 161

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Disclosure with respect to capital work-in-progress

i) As at 31 March 2024
Amount in CWIP for a period of
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) Projects in Progress 336 23 116 - 475
(ii) Projects temporarily suspended - - - - -
Total 336 23 116 - 475

ii) As at 31 March 2023

Amount in CWIP for a period of
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) Projects in Progress 1,114 120 - - 1,234
(ii) Projects temporarily suspended - - - - -
Total 1,114 120 - - 1,234

4 Investments
As at As at
31 March 2024 31 March 2023
I. Non-current investments
a) Investments at cost
Investments in equity instruments of subsidiaries - unquoted
Cheminvest Pte Limited, Singapore 5,428 3,786
(Representing 100% equity share capital of subsidiary)(refer note (ii) below)
8,000,000 (31 March 2023: 6,000,000 ) equity shares of US$ 1 each fully
paid up
Optimistic Organic Sdn Bhd, Malaysia
(Representing 15.80% equity share capital of step down subsidiary) (refer 3,083 3,083
note (i) below)
2,302,814 equity shares of US$ 2.09 each fully paid up
TCL Global B.V. Netherlands
(Representing 100% equity share capital of subsidiary) 18,663 18,663
250,000 equity shares of Euro 0.10 each fully paid up
TCL Intermediates Private Limited 19,800 15,000
(Representing 100% equity share capital of subsidiary)(refer note (iii) below)
19,80,00,000 (31 March 2023: 15,00,00,000) equity shares of ` 10 each fully
paid up
A 46,974 40,532
(i) 84.20% Equity share capital of Optimistic Organic Sdn Bhd, Malaysia (Step down subsidiary) is held by Cheminvest Pte
Limited (wholly owned subsidiary), resulting in 100% beneficial ownership by the Company.
(ii) During the year ended 31 March 2024, the Company has converted loan given to Cheminvest Pte Limited into equity shares
amounting to USD 20,00,000 (` 1,643 lakhs), a wholly owned subsidiary in Singapore.
(iii) During the year ended 31 March 2024, the Company has invested ` 4,800 lakhs (31 March 2023 ` 12,350 lakhs) in TCL
Intermediates Private Limited a wholly owned subsidiary located in Dahej, Gujarat, India.
162 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)
As at As at
31 March 2024 31 March 2023
b) Other investments
On account of fair valuation of financial guarantee given to subsidiaries
(Refer note 34 a (ii))
TCL Specialties LLC (Step down subsidiary) 888 -
TCL Intermediates Private Limited 464 -
B 1,352 -

As at As at
31 March 2024 31 March 2023
c) Investments designated at FVOCI
Investments in equity instruments
Quoted
5,000 (31 March 2023: 5,000) equity shares of Neyveli Lignite Corporation 11 4
Limited at ` 10 each fully paid up
1,410 (31 March 2023: 1,410) equity shares of Piramal Enterprises Limited at 12 10
` 2 each fully paid up
500 (31 March 2023: 500) equity shares of Tata Power Limited at ` 1 each 2 1
fully paid up
41,98,837 (31 March 2023: 40,55,000) equity shares of Ultramarine and 13,915 13,219
Pigments Limited at ` 2 each fully paid up
C 13,940 13,234
Total non-current investments A + B+C 62,266 53,766

Aggregate amount of:

-Quoted investments and market value thereof 13,940 13,234
-Unquoted investments 48,326 40,532

Extent of investment in subsidiaries

Cheminvest Pte Limited, Singapore 100% 100%
Optimistic Organic Sdn Bhd, Malaysia (also refer note 4(I)(a)(i)) 15.80% 15.80%
TCL Global B.V., Netherlands 100% 100%
TCL Intermediates Private Limited 100% 100%

II. Current investments

a) Investments in mutual funds designated at FVTPL
Quoted
SBI Liquid Fund- Direct Plan -(Current year 73,334 units; Previous year Nil) 1,261 -
ICICI Prudential Ultra Short Term Fund-(Current year 3,80,158 units; Previous 1,359 -
year:Nil)
HDFC Ultrashort Term Fund-(Current year 16,380 units; Previous year Nil) 777 -
Total current investments 3,397 -
Aggregate amount of:
- Quoted investments and market value thereof; 3,397 -
 Financial Statements Annual Report 2023-24 | 163

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)
III. Disclosure under rule II (e) of the companies (Audit and Auditors) Rules, 2014 (as amended)
Name of the Company Classification
Thirumalai Chemicals Limited Funding Party
TCL Global B.V. Intermediary 1
TCL Inc. Intermediary 2
TCL Specialties LLC Ultimate Beneficiary

a) Details of Investment from Funding Party to Intermediary 1

Date EUR ` in lakhs Investments towards
13-Aug-19 25,000 20 Share Capital

Date USD ` in lakhs Investments towards

23-Mar-20 50,000 38 Further investment in Equity in Ultimate beneficiary
through Intermediary 1 and Intermediary 2
15-Jul-20 2,00,000 151
11-Dec-20 5,00,000 369
2-Jun-21 50,00,000 3,660
6-Sep-21 32,50,000 2,377
24-Sep-21 32,50,000 2,397
27-Oct-21 30,00,000 2,250
29-Dec-21 20,00,000 1,502
3-Mar-22 20,00,000 1,506
7-Apr-22 10,00,000 760
6-May-22 44,99,985 3,441
6-May-22 2,50,015 192
2,50,00,000 18,643

b) Details of Loan from Funding Party to Intermediary 1

Date USD ` in lakhs Amount towards
25-Nov-22 2,50,00,000 20,393 Loan for further lending to Intermediary 2

c) Details of Loan repaid to Funding Party by Intermediary 1

Date USD ` in lakhs Amount towards
14-Sep-23 2,50,00,000 20,778 Loan repaid

d) Details of Investment from Intermediary 1 to Intermediary 2

Date USD Investments towards Share Capital
24-Feb-20 1,000 Further investment in Equity of Ultimate beneficiary through
30-Mar-20 1,000 Intermediary 2.
31-Mar-20 49,000
17-Jul-20 1,00,000
20-Jul-20 1,00,000
17-Dec-20 1,00,000
18-Dec-20 4,00,000
164 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)

d) Details of Investment from Intermediary 1 to Intermediary 2 (Contd.)

Date USD Investments towards Share Capital
4-Jun-21 20,00,000 Further investment in Equity of Ultimate beneficiary through
7-Jun-21 20,00,000 Intermediary 2.
8-Jun-21 10,00,000
9-Sep-21 20,00,000
10-Sep-21 12,50,000
28-Sep-21 20,00,000
29-Sep-21 12,50,000
28-Oct-21 10,00,000
29-Oct-21 20,00,000
3-Jan-22 20,00,000
9-Mar-22 10,00,000
10-Mar-22 10,00,000
11-Apr-22 10,00,000
16-May-22 30,00,000
17-May-22 17,50,000
2,50,01,000

e) Details of Loan from Intermediary 1 to Intermediary 2-

Date USD Amount towards
30-Nov-22 2,50,00,000 Loan for further lending to ultimate beneficiary

f) Details of Loan repaid by Intermediary 2 to Intermediary 1

Date USD Amount towards
14-Sep-23 2,50,00,000 Loan repaid

g) Details of Investment from Intermediary 2 to Ultimate Beneficiary

i) Towards Share Capital
Date USD Remarks
1-Apr-20 50,000 Amount received as Capital Contribution from funding party through
30-Jul-20 1,98,434 intermediaries
22-Dec-20 50,000
28-Dec-20 4,45,000
9-Jun-21 50,00,000
15-Sep-21 32,50,000
30-Sep-21 32,50,000
29-Oct-21 30,00,000
5-Jan-22 20,00,000
15-Mar-22 19,86,566
11-Apr-22 10,00,000
18-May-22 47,50,000
2,49,80,000
 Financial Statements Annual Report 2023-24 | 165

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)

ii) Loan received

Date USD Amount towards
30-Nov-22 2,50,00,000 The funding party, through intermediaries, provided a loan for carrying
out construction activities by the ultimate beneficiary.

ii) Loan repaid

Date USD Amount towards
12-Sep-23 2,50,00,000 Loan repaid

Notes:
1) The management certifies that relevant provisions of the Foreign Exchange Management Act, 1999 and Companies Act,
2013 have been complied with for such transactions and the transactions are not violative of the Prevention of Money-
Laundering Act, 2002.
2) During the year the company had provided Corporate Guarantee to a amount of ` 61,235 lakhs (USD 73.45 millions) to TCL
Specialties LLC. Also refer note no.34 a (ii)

3) Other than those disclosed above i) no funds have been advanced or loaned or invested by the Company to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries. ii) No funds have been received by the Company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

5 Loans (measured at amortised cost)

As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Unsecured, considered good
Loans and advances to subsidiary companies
(Refer note 33 (c))
Loan to Cheminvest Ptd Ltd, Singapore* - - 1,644 -
Loan to TCL Global BV, The Netherlands# - - - 20,554
- - 1,644 20,554
* During the year ended 31 March 2024, the Company has converted loan given to Cheminvest Pte Ltd into equity shares amounting to USD
20,00,000 (` 1,644 lakhs) in Cheminvest Pte Limited, a wholly owned subsidiary in Singapore.
#Represents amount provided to TCL Global BV for onward lending to TCL Specialties LLC which is repaid in November 2023.
Refer note 4 for rule II (e) disclosure
166 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

6 Other financial assets

(Unsecured, considered good unless and otherwise stated)
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Security deposits
- Unsecured, considered good 431 - 324 -
- Deposits which have significant increase in credit risk 18 - 18 -
Less: Allowances for expected credit loss (18) - (18) -
Staff advances - 42 - 32
Receivable from subsidiary and step down subsidiary (Refer - - - 387
note 33 (c))
Receivable from supplier - 231 - 211
Derivative asset - 4 - 1
Claims receivable - - - 23
Unbilled revenue (Refer note 33 (c)) - 1,495 - -
Others - 159 - 44
431 1,931 324 698

Notes:
(a) There are no financial assets due from directors or other officers of the Company.
(b) The carrying amount of cumulative other financial assets are considered as a reasonable approximation of fair value and
adequate allowances for losses have been provided.
(c) A description of the Company’s financial instrument risks, including risk management objectives and policies are given in
note 21.

7 Income tax
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
I. Income tax assets (net)
Taxes paid in advance (net) 465 145 595 485
465 145 595 485

As at As at
31 March 2024 31 March 2023
II. Current tax liabilities (net)
Income tax liabilities (net) 89 39
89 39

Year ended Year ended

31 March 2024 31 March 2023
III. Amounts recognised in profit or loss
Current tax
Current period 1,127 3,473
Total current tax expense 1,127 3,473
Deferred tax attributable to
Origination and reversal of temporary differences 84 205
Total deferred tax expense/ (benefit) 84 205
Income tax expense 1,211 3,678
 Financial Statements Annual Report 2023-24 | 167

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

7 Income tax (Contd.)

IV. Amounts recognised in other comprehensive income
Year ended 31 March 2024 Year ended 31 March 2023
Before tax Tax Net of tax Before tax Tax Net of tax
- Re-measurements of defined benefit liabilities (37) 9 (28) 21 (5) 16
- Equity instruments through other 152 (26) 126 (20) 4 (16)
comprehensive income
115 (17) 98 1 (1) -

V. Reconciliation of effective tax rate

The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective
tax rate of the Company at 25.17% (2022-23: 25.17%) and the reported tax expense in the statement of profit and loss are
as follows:
Year ended Year ended
31 March 2024 31 March 2023
Profit before tax 4,841 15,631
Tax using the Company’s domestic tax rate 25.17% 1,218 25.17% 3,934
Effect of:
Income exempt from tax -0.37% (18) -2.87% (449)
Expenses disallowed for tax purpose 1.90% 92 0.76% 119
Others -1.67% (81) 0.48% 74
Effective tax rate 25.00% 1,211 23.53% 3,678

VI. Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Net deferred tax

Deferred tax (assets) Deferred tax liabilities
(assets)/ liability
31 March 31 March 31 March 31 March 31 March 31 March
2024 2023 2024 2023 2024 2023
Provisions - employee benefits (404) (363) - - (404) (363)
Provisions - others (287) (259) - - (287) (259)
Property, plant and equipment - - 3,181 3,025 3,181 3,025
Fair valuation of equity instruments - - 2,524 2,510 2,524 2,510
Deferred tax (assets)/ liabilities (691) (622) 5,705 5,535 5,014 4,913
In assessing the recoverability of deferred income tax assets, management considers whether it is more likely than not
that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax
assets is dependent upon the generation of future taxable income during the periods in which the temporary differences
become deductible. The amount of the deferred income tax assets considered realizable, however, could be reduced in
the near term if estimates of future taxable income during the carry forward period are reduced. All deferred tax assets
have been recognized in the balance sheet.
168 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

8 Other assets (Considered good)

As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
a) Capital advances 69 - 175 -
b) Advances other than capital advances
i) Supplier advances - 1,591 - 4,298
c) Security deposits - 80 - -
d) Others
i) Balance with Government authorities - 1,575 - 2,269
ii) Contract asset (Also refer note 22) - 5,167 - 9,241
iii) Prepaid expenses 165 321 157 328
iv) Others - 71 48 59
234 8,805 380 16,195
a) All of the Company’s other current and non-current assets have been reviewed for indicators of impairment, and no
allowances for losses is required to be provided.

9 Inventories
As at As at
31 March 2024 31 March 2023
(valued at lower of cost and net realisable value)
Raw materials 15,169 23,694
Work-in-progress 1,705 1,661
Finished goods 3,220 1,798
Stock-in-trade 60 38
Stores and spares 1,218 1,662
Fuel 176 253
Packing materials 118 143
21,666 29,249
Note
(i) Goods-in-transit included above are as below :
a. Raw materials 201 73
b. Finished goods 1,860 1,153
c. Fuel - 39

10 Trade receivables
As at As at
31 March 2024 31 March 2023
Current
Unsecured
(a) Considered good 16,498 9,254
(b) Trade Receivables – credit impaired 1,012 1,012
17,510 10,266
Allowance for expected credit loss:
(a) Trade Receivables – credit impaired (1,012) (1,012)
(1,012) (1,012)
Net trade receivables 16,498 9,254
 Financial Statements Annual Report 2023-24 | 169

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

10 Trade receivables (Contd.)

As at As at
31 March 2024 31 March 2023
Notes:
(i) Of the above, trade receivables from related parties are as below:
Trade receivable from related parties (Also, refer note 33 (c)) 1,771 1,436
Expected credit loss - -
Net trade receivables from related parties 1,771 1,436

(ii) Movement in allowance for expected credit loss

Year ended Year ended

31 March 2024 31 March 2023
Balance at the beginning of the year 1,012 1,012
Amounts written off - -
Allowance during the year - -
Reversal during the year - -
Balance at the end of the year 1,012 1,012
(iii) Trade receivables are non-interest bearing and are generally on terms of 30 to 60 days. The carrying amount of the current
trade receivable is considered a reasonable approximation of fair value as it is expected to be collected within twelve months.
(iv) The Company’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in
note 21.
Trade receivables ageing as on 31 March 2024
Outstanding for the following period from the due date
Particulars Less than 6 months 1 to 2 2 to 3 More than
Not due
6 month to 1 year years years 3 years
Total
(i) Undisputed Trade Receivables considered good 12,374 3,980 25 3 116 16,498
(ii) Undisputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired - - - - 1,012 1,012
(iv) Disputed Trade Receivables considered good - - - - - - -
(v)  Disputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(vi) Disputed Trade Receivables - credit impaired - - - - - - -
Total 12,374 3,980 25 3 116 1,012 17,510

Trade receivables ageing as on 31 March 2023

Outstanding for the following period from the due date
Less than 6 months 1 to 2 2 to 3 More than
Particulars Not due Total
6 month to 1 year years years 3 years
(i) Undisputed Trade Receivables considered good 7,804 1,243 68 139 - - 9,254
(ii)  Undisputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired - - - - 1,010 2 1,012
(iv) Disputed Trade Receivables considered good - - - - - - -
(v)  Disputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(vi) Disputed Trade Receivables - credit impaired - - - - - - -
Total 7,804 1,243 68 139 1,010 2 10,266
170 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

11 Cash and bank balances

As at As at
31 March 2024 31 March 2023
Cash and cash equivalents
Balance with banks in current accounts 6,417 2,965
Cash on hand 3 3
Deposit accounts (with original maturity less than 3 months) 9,555 1,519
Cash and cash equivalents as per statement of cash flows 15,975 4,487
Bank balances other than mentioned in cash and cash equivalents
Unpaid dividend (Also, refer note (i) below) 135 135
Deposit accounts (with original maturity greater than 3 months upto 12 months) - 6,238
Balances with bank held as margin money 26 25
161 6,398
Total 16,136 10,885
(i) Unpaid dividend included above represent amounts to be credited to the Investors Education and Protection Fund as and
when they become due. There are no delays in transferring the amounts due for payment to the Investor Education and
Protection Fund under Section 125 of the Companies Act, 2013 as at the balance sheet date.

12 Equity share capital

As at 31 March 2024 As at 31 March 2023
Number ` in lakhs Number ` in lakhs
Authorised
Equity shares of ` 1 each 15,00,00,000 1,500 15,00,00,000 1,500
Unclassified shares of ` 10 each 1,00,00,000 1,000 1,00,00,000 1,000
16,00,00,000 2,500 16,00,00,000 2,500
Issued
Equity shares of ` 1 each 10,24,28,120 1,024 10,24,28,120 1,024
10,24,28,120 1,024 10,24,28,120 1,024
Subscribed and fully paid-up
Equity shares of ` 1 each 10,23,88,120 1,024 10,23,88,120 1,024
Add: Amount paid up on forfeited shares 40,000 - 40,000 -
(Also, refer note e)
10,24,28,120 1,024 10,24,28,120 1,024

a) There is no change in issued and subscribed share capital during the year.
b) Terms/ rights attached to equity shares
The Company has one class of equity shares having a par value of ` 1 per share. The Company declares and pays dividends
in Indian Rupees (`). The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders
in the ensuing Annual General Meeting, except interim dividend, which is approved by the Board of Directors. Each holder
of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares
will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The
distribution will be proportional to the number of equity shares held by the shareholders.
 Financial Statements Annual Report 2023-24 | 171

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

c) Shareholders holding more than 5% of the aggregate shares in the Company

As at 31 March 2024 As at 31 March 2023
Number % holding Number % holding
Equity shares of ` 1 each
Ultramarine and Pigments Limited 2,04,51,770 19.97% 2,04,51,770 19.97%
Jasmine Limited 67,71,880 6.61% 67,71,880 6.61%
2,72,23,650 26.58% 2,72,23,650 26.58%

d) Disclosure of shareholding of promoters

As at 31 March 2024 As at 31 March 2023
Promoter name % Change % Change
% of total % of total
No. of shares during the No. of shares during the
shares shares
year year
Ultramarine & Pigments Limited 2,04,51,770 19.97% 0.00% 2,04,51,770 19.97% 0.00%
Jasmine Limited 67,71,880 6.61% 0.00% 67,71,880 6.61% 0.00%
Sujata Sampath Family Trust 29,50,155 2.88% 0.19% 29,44,655 2.87% 0.00%
Sampath Family Trust 29,50,155 2.88% 0.19% 29,44,655 2.87% 0.00%
Parthasarathy Rangaswamy 80,681 0.08% 16.12% 69,481 0.07% -97.14%
Bhooma Parthasarathy 39,200 0.04% 100.00% - 0.00% -100.00%
Indira Sundarrajan 18,74,210 1.83% 0.00% 18,74,210 1.83% 0.27%
Tara Parthasarathy 7,39,005 0.72% 0.91% 7,32,330 0.71% 2.88%
Meera Parthasarathy 6,90,850 0.67% -0.27% 6,92,730 0.68% 0.00%
Vidhya S 4,78,130 0.47% 0.00% 4,78,130 0.47% 0.00%
Varadharajan S 4,35,205 0.42% 0.00% 4,35,205 0.42% -2.25%
Ramya Bharathram 3,38,920 0.33% 1.53% 3,33,820 0.33% 11.60%
Narayan S 1,61,000 0.16% -42.40% 2,79,526 0.27% 0.00%
Deepa Ajay 40,000 0.04% -72.66% 1,46,290 0.14% 0.00%
Sundararajan V S 58,730 0.06% 0.00% 58,730 0.06% 0.00%
Uttara B 40,000 0.04% 0.00% 40,000 0.04% 0.00%
Sampath R 36,000 0.04% 0.00% 36,000 0.04% 80.00%
Bharathram V 20,000 0.02% 0.00% 20,000 0.02% 33.33%
Sujata Sampath 10,000 0.01% 0.00% 10,000 0.01% 0.00%
Vidya Family Trust 9,750 0.01% 0.00% 9,750 0.01% 0.00%
Ramya Family Trust 8,800 0.01% 0.00% 8,800 0.01% 0.00%
R Parthasarathy Family Trust 23,98,330 2.34% 0.00% 23,98,330 2.34% 100.00%
Bhooma Parthasarathy Famiy Trust 23,33,950 2.28% 0.00% 23,33,950 2.28% 100.00%
Rangaswamy Parthasarathy HUF 5,500 0.01% 100.00% - 0.00% 0.00%
Gayathri Pravin 27,318 0.03% 100.00% - 0.00% 0.00%
4,29,49,539 41.93% 4,30,70,242 42.05%
e) The Company had forfeited 40,000 equity shares of ` 1 each ( 31 March 2023: 40,000 equity shares of ` 1 each) on which
amount originally paid up was ` 22,500.
f) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way
of bonus issues and there were no buy back of shares during the last 5 years immediately preceding 31 March 2024
172 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

12 Equity share capital (Contd.)

g) Details of dividend declared:

Year ended Year ended
31 March 2024 31 March 2023
Date of meeting of board of directors 17-May-23 26-May-22
Dividend per share ` 1.50 ` 2.50
Cash outflow in lakhs 1,536 2,560
The board of directors, in its meeting on 15 May 2024, has recommended a final dividend of ` 1 per equity share for the
financial year ended 31 March 2024. The recommendation is subject to the approval of shareholders at the annual general
meeting and if approved would result in a cash out flow of approximately ` 1,024 lakhs.

13 Capital management policies and procedures

The Company’s capital management objectives are to ensure that it maintains a strong credit rating and healthy capital ratios
in order to support its business and maximise shareholder value. The Company manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company maintains
a mixture of cash and cash equivalents, long-term debt and short-term committed facilities that are designed to ensure
the Company has sufficient available funds for business requirements. There are no imposed capital requirements on the
Company, whether statutory or otherwise.
The Company monitors capital using a ratio of ‘net debt’ to ‘equity’. Net Debt is calculated as total borrowings (shown in note
15), less cash and cash equivalents.
The Company’s net debt to equity ratio as at 31 March 2024 is as follows:
As at As at
31 March 2024 31 March 2023
Total borrowings 18,034 33,037
Less: Cash and cash equivalents (15,975) (4,487)
Net Debt 2,059 28,550
Total equity 98,395 96,202
Net Debt to equity ratio* 2.09% 29.68%
*The variance is majorly on account of bridge loan obtained during the previous year, that was repaid during the current year (Also,
refer note 15).

14 Other equity
As at As at
31 March 2024 31 March 2023
I. Surplus
(a) Securities premium 1,971 1,971
(b) General reserve 4,283 4,283
(c) Retained earnings 76,348 74,282
Total Surplus 82,602 80,536
II. Other reserves
(d) Accumulated other comprehensive income 14,769 14,642
14,769 14,642
III. Total other equity (I+II) 97,371 95,178
 Financial Statements Annual Report 2023-24 | 173

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

14 Other equity (Contd.)

As at As at
31 March 2024 31 March 2023
(a) Securities premium
Balance at the beginning of the year 1,971 1,971
Add: Additions made during the year - -
Balance at the end of the year 1,971 1,971
Securities premium represents premium received on equity shares issued,
which can be utilised only in accordance with the provisions of the Act.
(b) General reserve
Balance at the beginning of the year 4,283 4,283
Add: Additions made during the year - -
Balance at the end of the year 4,283 4,283
General reserve represents an appropriation of profits by the Company,
which can be utilised for purposes such as dividend pay-out etc.
(c) Retained earnings
Balance at the beginning of the year 74,282 64,873
Add : Transfer from statement of profit and loss 3,630 11,953
Less : Transfer from Other comprehensive income (28) 16
Less : Final dividend (1,536) (2,560)
Balance at the end of the year 76,348 74,282
Retained earnings comprises of prior years’ undistributed earnings after taxes,
which can be utilised for purposes such as dividend payout etc.
(d) Accumulated other comprehensive income
Balance at the beginning of the year 14,642 14,658
Add / (less) : Movement during the year 127 (16)
Balance at the end of the year 14,769 14,642
The Company has made an irrevocable election at initial recognition to
recognise changes in fair value through OCI rather than profit or loss as these
are strategic investments and the Company considers this to be more relevant.

15 Borrowings
As at As at
31 March 2024 31 March 2023
Secured - measured at amortised cost
Non-current borrowings
Term loan from banks (refer note (i) and (ii) below) 5,027 7,565
Total 5,027 7,565
Less: Current maturities of long-term loan from banks 2,567 2,575
Non-current borrowings 2,460 4,990
Current borrowings
Letter of credit bills discounted 1,620 4,918
Bridge loan from EXIM Bank - 20,554
Working Capital Demand Loan (WCDL) from bank 4,034 -
Preshipment Loan 1,928 -
Buyers Credit from bank 5,425 -
Current maturities of long-term loan from banks 2,567 2,575
Current borrowings (as per balance sheet) 15,574 28,047
Total Borrowings 18,034 33,037
174 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

15 Borrowings (Contd.)

Notes:
i) As at 31 March 2024
Average
Non -
Particulars Terms of repayment Security Currency rate of Current
Current
interest
Term loan from Repayable in 20 equal Secured by way of first INR 8%-9% 295 204
banks quarterly instalments of charge on both movable
` 50.25 lakhs, starting and immovable property,
from 31 October 2021 and plant and equipment of the
ending on 31 July 2026. Company.
Term loan from Repayable in 24 equal Secured by way of first INR 8%-9% 1,493 1,006
banks quarterly instalments of charge on both movable
` 250.62 lakhs, starting and immovable property,
from 31 October 2020 and plant and equipment of the
ending on 31 July 2026. Company.
Term loan from Repayable in 20 equal Secured by way of first INR 8%-9% 672 1,357
banks quarterly instalments of charge on both movable
` 338 lakhs starting from and immovable property,
30 November 2020 and plant and equipment of the
ending on 31 Aug 2025. Company.
Letter of credit Ranges from 60 days to First charge by way of INR 6%-9% - 1,620
bills discounted one year hypothecation of current
assets of the Company.
Working Capital Based on drawing power First charge by way of INR 9.75% - 4,034
Demand Loan hypothecation of current
assets of the Company.
Preshipment Ranges from 30 days to First charge by way of USD 6.47% - 1,928
Loan 180 days hypothecation of current
assets of the Company.
Buyers Credit Ranges from 60 days to First charge by way of USD 5.79% - 5,425
150 days hypothecation of current
assets of the Company.
2,460 15,574

ii) As at 31 March 2023

Average
Non -
Particulars Terms of repayment Security Currency rate of Current
Current
interest
Term loan from Repayable in 24 equal Secured by way of first INR 8% to 9% 2,776 1,009
banks quarterly instalments of charge on both movable
` 251 lakhs, starting from 31 and immovable property,
October 2020 and ending plant and equipment of the
on 31 July 2026. Company.
Term loan from Repayable in 20 equal Secured by way of first INR 8% to 9% 205 205
banks quarterly instalments of charge on both movable
` 50 lakhs, starting from 31 and immovable property,
October 2021 and ending plant and equipment of the
on 31 July 2026. Company.
 Financial Statements Annual Report 2023-24 | 175

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

15 Borrowings (Contd.)

Average
Non -
Particulars Terms of repayment Security Currency rate of Current
Current
interest
Term loan from Repayable in 20 equal Secured by way of first INR 8% to 9% 2,009 1,361
banks quarterly instalments of charge on both movable
` 338 lakhs starting from and immovable property,
30 November 2020 and plant and equipment of the
ending on 31 July 2025. Company.
Letter of credit Ranges from 60 days to First charge by way of INR 4%-8% - 4,918
bills discounted one year hypothecation of current
assets of the Company.
Bridge loan from Repayable within one Secured by way of first USD 7% - 8% - 20,554
EXIM Bank year from the date of charge on movable
sanction(i.e October 2023) property, plant and
or 14 days from date of equipment of the
sanction of new loan to Company.
TCL Specialties LLC by
EXIM bank whichever is
earlier.
4,990 28,047

iii) Reconciliation of movement of liabilities to cash flows arising from financing activities:
Year ended Year ended
31 March 2024 31 March 2023
Balance at the beginning of the year 33,037 10,096
A) Changes from financing cash flows
(i) Proceeds from borrowings 25,518 28,897
(iii) Repayment of borrowings (40,990) (6,142)
(v) Interest expense paid (2,830) (1,702)
Total changes from financing cash flows (18,302) 21,053
B) Other changes
(i) Interest expense accrued 3,028 1,727
(ii) Effect of changes in foreign exchange rates 271 161
Total other changes 3,299 1,888
Balance at the end of the year 18,034 33,037

16 Lease Liabilities
As at As at
31 March 2024 31 March 2023
Current 243 189
Non current 606 -
849 189
176 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

17 Provisions
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Provisions for employee benefits
(i) Gratuity 998 169 844 204
(ii) Compensated absences 373 67 253 140
1,371 236 1,097 344

Provision for employee benefits

i) Gratuity
Gratuity is payable to all the employees at the rate of 15 days salary for each year of service. In accordance with the Payment
of Gratuity Act, 1972, the Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) covering eligible
employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion
of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn
salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the
reporting date.
The following table sets out the status of the Gratuity Plan and the amounts recognized in the financial statements :
As at As at
31 March 2024 31 March 2023
Change in present value of projected benefit obligation
Present value of benefit obligation at the beginning of the year 1,048 969
Interest cost 77 66
Current service cost 89 89
Liability transferred out (4) (19)
Benefits paid (80) (36)
Actuarial (gain)/ loss 37 (21)
Projected benefit obligation at the end of the year 1,167 1,048
Thereof
Unfunded 1,167 1,048
Components of net gratuity costs are:
Current service cost 89 89
Interest cost 77 65
Net gratuity costs recognised in the income statement 166 154
(Also, refer note 26)
Actuarial (gain)/ loss recognised in other comprehensive income 37 (21)
Principal actuarial assumptions used:
a) Discount rate 7.19% 7.39%
b) Long-term rate of compensation increase 10.00% 10.00%
c) Average future service 7 years 7 years
d) Attrition rate 10.00% 10.00%
e) Mortality table Indian assured Indian assured
lives mortality lives mortality
(2012-14) urban (2012-14) urban
The estimates of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market. The above information is certified by the
actuary. The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet
date for the estimated term of the obligations.
 Financial Statements Annual Report 2023-24 | 177

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

17 Provisions (Contd.)
Employee benefits - Maturity profile (undiscounted)
Particulars Less than a year Between 1-2 years Between 2-5 years Over 5 years Total
31 March 2024 169 161 389 1,260 1,979
31 March 2023 204 149 302 425 1,080

Sensitivity Analysis
The significant actuarial assumptions for the determination of the defined benefit obligation are the attrition rate, discount
rate and the long-term rate of compensation increase. The calculation of the net defined benefit liability is sensitive to these
assumptions. The following table summarises the effects of changes in these actuarial assumptions on the defined benefit
liability.

Attrition rate Discount rate Future salary increases

Increase Decrease Increase Decrease Increase Decrease
31 March 2024
Sensitivity Level 0.50% -0.50% 0.50% -0.50% 0.50% 0.50%
Impact on defined benefit obligation (6) 7 (31) 33 32 (31)

Attrition rate Discount rate Future salary increases

Increase Decrease Increase Decrease Increase Decrease
31 March 2023
Sensitivity Level 0.50% -0.50% 0.50% -0.50% 0.50% 0.50%
Impact on defined benefit obligation (5) 6 (28) 30 29 (27)
In presenting the above sensitivity analysis the present value of the Defined Benefit Obligation has been calculated using
the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the
Defined Benefit Obligation as recognised in the balance sheet. There was no change in the methods and assumptions used
in preparing the sensitivity analysis from prior years.
ii) Compensated absences
The Company permits encashment of compensated absences accumulated by their employees on retirement, separation
and during the course of service. The liability in respect of the Company, for outstanding balance of privilege leave at the
balance sheet date is determined and provided on the basis of actuarial valuation performed by an independent actuary.
The Company does not maintain any plan assets to fund its obligation towards compensated absences.
The principal actuarial assumptions used to determine the liability are same as disclosed for gratuity above.

18 Trade payables
As at As at
31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small enterprises 213 781
(Also, refer note (b) below)
Total outstanding dues other than micro enterprises and small enterprises * 46,213 44,733
46,426 45,514
* Of the above, ` 20 lakhs pertains to payable to related parties (31 March 2023 ` 328 lakhs) (Also, refer note 33 (c)).
178 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

18 Trade payables (Contd.)

a) Trade payables ageing as on 31 March 2024
Out standing for the following period from the due date
Particulars Less than 1 More than 3
Not due 1 to 2 years 2 to 3 years Total
year years
(i) MSME 106 105 2 - - 213
(ii) Others 29,216 16,851 125 8 13 46,213
(iii) Disputed MSME - - - - - -
(iv) Disputed Others - - - - - -
Total 29,321 16,956 127 8 13 46,426

Trade payables ageing as on 31 March 2023

Out standing for the following period from the due date
Particulars Less than 1 More than 3
Not due 1 to 2 years 2 to 3 years Total
year years
(i) MSME 567 209 5 - 781
(ii) Others 3,862 40,862 6 3 44,733
(iii) Disputed MSME - - - - - -
(iv) Disputed Others - - - - - -
Total 4,429 41,071 11 3 - 45,514
To the best of the knowledge of the Management, there are no unbilled dues payable to any supplier or service provider
except to the extent of estimated provisions included in the above.

b) According to information available with the Management, on the basis of intimation received from suppliers
regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’),
the Company has amounts due to Micro and Small Enterprises under the said Act as follows :
As at As at
31 March 2024 31 March 2023
i) Principal amount remaining unpaid included in Trade payables 213 781
Principal amount remaining unpaid included in Capital creditors 7 19
ii) Interest paid by the Company in terms of Section 16 of MSMED Act, 2006, - -
along with the amount of the payment made to the suppliers and service
providers beyond the appointed day during the year.
iii) The amount of interest due and payable for the period of delay in making - -
payment ( Which have been paid but beyond the appointed day during
the year ) without adding the interest specified under the Micro, Small and
Medium Enterprises Development Act, 2006.
iv) The amount of interest due accrued and remaining unpaid at the end of each - 1
accounting year.
v) Further interest remaining due and payable even in the succeeding years, - 1
until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of the MSMED Act, 2006.
 Financial Statements Annual Report 2023-24 | 179

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

18 Trade payables (Contd.)

c) Supply chain financing
The Company participates in a supply chain financing arrangement (SCF) which is disclosed under trade payables under
which its suppliers may elect to receive early payment of their invoice from a bank by factoring their receivable from the
Company. Under the arrangement, a bank agrees to pay amounts to a participating supplier in respect of invoices owed
by the Company and receives settlement from the Company at a later date.
The Company has not derecognised the original liabilities to which the arrangement applies because neither a legal release
was obtained nor the original liability was substantially modified on entering into the arrangement. From the Company’s
perspective, the arrangement does not extend payment terms beyond the normal terms agreed and therefore discloses
the amounts factored by suppliers within trade payables because the nature and function of the financial liability remain
the same as those of other trade payables. All payables under the SCF aggregating to ` 26,037 lakhs as at 31 March 2024
and ` 23,990 lakhs as at 31 March 2023 are classified as current.
The payments to the bank are included within operating cash flows because they continue to be part of the normal operating
cycle of the Company and their principal nature remains operating – i.e. payments for the purchase of goods and services.
The payments to a supplier by the bank are considered non-cash transactions.

19 Other financial liabilities

As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Capital creditors - 211 - 425
Employee related payables - 695 - 639
Directors remuneration payable (Refer note 33 (c)) - 47 - 587
Unpaid dividend - 135 - 135
Other payables - - - 14
Financial guarantee contracts (Refer note 34 a (ii)) 1,057 - - -
1,057 1,088 - 1,800

Notes:
(i) Unpaid dividend included above represent amounts to be credited to the Investors Education and Protection Fund as and
when they become due. There are no delays in transferring the amounts due for payment to the Investor Education and
Protection Fund under Section 125 of the Companies Act, 2013 as at the balance sheet date.
(ii) The Company’s exposure to currency and liquidity risk related to the above financial liabilities is disclosed in note 21.

20 Other current liabilities

As at As at
31 March 2024 31 March 2023
Deposits from service providers 77 83
Statutory dues 284 315
Revenue received in advance 337 197
Contract Liability (Also refer note 33(c))* - 2,620
Other payables 5 12
703 3,227
*Contract liability represents amount received from TCL Specialities LLC. for construction & installation of modular plants in USA.
Since the amount is received before the related work is performed the same is disclosed as contract liability.
180 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Disclosures on financial instruments

I. Financial instruments by category
As at 31 March 2024 As at 31 March 2023
Amortised Amortised
FVTPL FVOCI FVTPL FVOCI
cost cost
Financial assets
Investments
- Equity instruments* - - 13,940 - - 13,234
- Mutual funds - 3,397 - - - -
Loans - - - 22,198 - -
Trade receivables 16,498 - - 9,254 - -
Cash and bank balances 16,136 - - 10,885 - -
Foreign currency forward - 4 - - 1 -
contracts
Other financial assets 2,358 - - 1,021 - -
Total financial assets 34,992 3,401 13,940 43,358 1 13,234

As at 31 March 2024 As at 31 March 2023

Amortised Amortised
FVTPL FVOCI FVTPL FVOCI
cost cost
Financial liabilities
Borrowings 18,034 - - 33,037 - -
Lease liabilities 849 - - 189 - -
Trade payables 46,426 - - 45,514 - -
Other financial liabilities 2,145 - - 1,800 - -
Total financial liabilities 67,454 - - 80,540 - -
*Represents the equity securities which are not held for trading, and for which the Company has made an irrevocable election
at initial recognition to recognise changes in fair value through OCI rather than profit or loss as these are strategic investments
and the Company considers this to be more relevant.
Investments in subsidiaries are recorded at cost and have not been included in the disclosure above.

II. Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows:
 Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
 Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable.
 Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The following table shows the levels within the hierarchy of financial assets measured at fair value
 Financial Statements Annual Report 2023-24 | 181

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

II. Fair value hierarchy (Contd.)

As at 31 March 2024
Fair value measurement using
Quoted prices in active Significant observable Significant unobservable
Total
markets (Level 1) inputs (Level 2) inputs (Level 3)
Assets measured at fair value:
FVOCI financial investments
Quoted equity instruments 13,940 13,940 - -
FVTPL financial investments
Mutual funds 3,397 3,397 - -
Derivative financial assets
Forward contracts 4 4 - -

As at 31 March 2023
Fair value measurement using
Quoted prices in active Significant observable Significant unobservable
Total
markets (Level 1) inputs (Level 2) inputs (Level 3)
Assets measured at fair value:
FVOCI financial investments
Quoted equity instruments 13,234 13,234 - -
FVTPL financial investments
Mutual funds - - - -
Derivative financial assets
Forward contracts 1 1 - -

Notes:
(i) Level 1: level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges
is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV provided by
the fund management company at the end of each reporting year.
(ii) Level 2: If Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable, the instrument is classified as level 2
(iii) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
(iv) The Company has not disclosed the fair values for loans, cash and bank balances, trade receivables, other financial assets,
trade payables, and other financial liabilities because their carrying amounts are a reasonable approximation to the fair value.
(v) There have been no transfers between levels 1 and 2 during the year.

III. Financial risk management

The Company’s activities expose it to market risk, credit risk and liquidity risk. The Company’s risk management strategies
focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance.
The Company’s senior management which is supported by a Treasury team manages these risks. The Treasury team advises
on financial risks and the appropriate financial risk governance framework in accordance with the Company’s policies
and risk objectives. All derivative activities for risk management purposes are carried out by the Treasury Team that have
the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative
purposes may be undertaken.
182 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Disclosures on financial instruments (Contd.)

The notes below explains the sources of risk which the entity is exposed to and how the entity manages the risk.

Risk Exposure arising from Measurement Management

Credit risk Investments, trade receivables, Ageing analysis Diversification of bank deposits,
cash and bank balances, contract Credit ratings and credit limits
assets, loans, other financial assets
Liquidity risk Trade and other payables, other Cash flow forecasts Availability of committed credit lines
financial liabilities and borrowing facilities
Market risk - interest Long term Borrowings Sensitivity analysis Not applicable
rate
Market risk - foreign Recognised financial assets and Sensitivity analysis Forward foreign exchange
exchange liabilities not denominated in Indian contracts Foreign currency options
Rupee (`)
Market risk - security Investments in equity securities Sensitivity analysis Portfolio diversification
prices

A. Credit risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage
this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition,
current economic trends, and analysis of historical bad debts and ageing of account receivables, taking preemptive action
on over due receivables.
Trade receivables, contract assets and loans
In respect of trade receivables, the Company is not exposed to any significant credit risk exposure with any single
counterparty or any group of counterparties having similar characteristics other than those disclosed in note 10 and 5.
Trade receivables consist of a large number of customers in various geographical areas. Based on historical information
about customer default rates management considers the credit quality of trade receivables that are not past due or impaired
to be good.
Loss allowance for trade receivables are recognised against trade receivables based on estimated irrecoverable amounts
determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current
financial position.
Loans represent loans and advances extended to subsidiary Companies.
Cash and bank balances and investments
The credit risk for cash and cash equivalents, fixed deposits and mutual funds are considered negligible, since the
counterparties are reputable banks with high quality external credit ratings and the company is in the process of constantly
evaluating the risks associated with the investment .
Other financial assets
Other financial assets mainly comprises of security deposits which are given to customers or other governmental agencies,
receivable form insurance company & suppliers in relation to contracts executed and are assessed by the Company for
credit risk on a continuous basis.

B. Liquidity risk
Liquidity risk is that the Company will not be able to meet its obligations as they become due. The objective of liquidity risk
management is to maintain suficient liquidity and ensure that funds are available for use as and when required. The treasury
team’s risk management policy includes an appropriate liquidity risk management framework for the management of the
short-term, medium-term and long term funding and cash management requirements, including that which is required for
meeting the projects of the company. The Company manages the liquidity risk by maintaining adequate cash reserves,
committed credit facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows,
 Financial Statements Annual Report 2023-24 | 183

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Disclosures on financial instruments (Contd.)

and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds in bank fixed
deposit and liquid schemes of mutual funds, which carry no/negligible mark to market risks.
The Company considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular
its cash resources and trade receivables. Cash flows from trade receivables are all contractually due within 60 - 90 days
based on the credit period.
The following are the remaining contractual maturities of financial liabilities at the reporting date:

Within 6 months 6 to 12 months 1 to 5 years Later than 5 years

As at 31 March 2024
Borrowings 14,500 4,458 1,258 -
Lease Liabilities 152 168 665 -
Trade and other payables 46,426 - - -
Other financial liabilities 1,088 - 1,057 -
Total 62,166 4,626 2,980 -

Within 6 months 6 to 12 months 1 to 5 years Later than 5 years

As at 31 March 2023
Borrowings 25,944 3,427 5,500 -
Lease Liabilities 131 65 - -
Trade and other payables 45,514 - - -
Other financial liabilities 1,800 - - -
Total 73,389 3,492 5,500 -

C. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, foreign exchange risk and other price risk, such
as equity price risk and commodity risk. The value of a financial instrument may change as a result of changes in the interest
rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market rates. The Company’s main exposure to interest risk arises from long term borrowings with floating rate.
Interest rate sensitivity analysis
The table below summarises the impact of increase/decrease of the interest rates at the reporting date, on the Company’s
equity and profit for the period. The analysis is based on the assumption of +/- 1% change.

Profit before tax Equity before tax

Strengthening Weakening Strengthening Weakening
As at 31 March 2024
Term loan from bank 6 (6) 5 (5)

Profit before tax Equity before tax

Strengthening Weakening Strengthening Weakening
As at 31 March 2023
Term loan from bank 8 (8) 6 (6)
184 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Disclosures on financial instruments (Contd.)

Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rate. The Company is exposed to currency risk to the extent that there is a mismatch
between the currencies in which revenues and purchases are denominated, and the functional currency of the Company.
The functional currency of the Company is the Indian Rupee (`). The currency in which these transactions are primarily
denominated are in Indian Rupee (`). Certain transactions are also denominated in US dollars (USD).

Derivative financial instruments

The Company holds foreign currency options / forward contracts to mitigate the risk of changes in exchange rates on
foreign currency exposures. The counterparty for these contracts is generally a bank.
The Company’s exposure to foreign currency risk at the end of the reporting period expressed in ` are as follows:
As at As at
31 March 2024 31 March 2023
Financial assets
Loans - 22,198
Trade receivables 3,839 3,083
Cash and bank balances 1,729 551
Other financial assets 4 1
Financial liabilities
Trade and other payables 1,115 1,004
Borrowings 7,350 20,554
Net assets/ (liabilities) (2,893) 4,275

The details in respect of outstanding foreign currency forward contracts are as follows:
31 March 2024 31 March 2023
USD in Millions INR in Lakhs USD in Millions INR in Lakhs
Forward contract in USD (Buy) - - 1.64 1,348
Forward contract in EUR (Buy) - - 0.10 90
Forward contract in USD - (Sell) 3.30 2,764 3.00 2,467

The foreign exchange forward contracts mature within 12 months. ` figures above have been calculated based on spot rates
as at the reporting periods. The table below analyses the derivative financial instruments into relevant maturity groupings
based on the remaining period as at the Balance Sheet date (amount in millions of USD):
As at 31 March 2024 As at 31 March 2023
USD Contracts
Buy Sell Buy Sell
Not later than one month - 0.70 1.64 3.00
Later than one month and not later - 1.40 - -
than three months
Later than three months and not later - 1.20 - -
than one year
Total - 3.30 1.64 3.00
 Financial Statements Annual Report 2023-24 | 185

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Disclosures on financial instruments (Contd.)

As at 31 March 2024 As at 31 March 2023
EUR Contracts
Buy Sell Buy Sell
Not later than one month - - 0.04 -
Later than one month and not later - - 0.00 -
than three months
Later than three months and not later - - 0.06 -
than one year
Total - - 0.10 -

Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee (`) against USD at 31 March would have affected the
measurement of financial instruments denominated in such foreign currencies and affected equity and profit or loss by the
amounts shown below. This analysis assumes that all other variables remain constant and also assumes a +/- 1% change
of the INR /USD exchange rate at 31 March 2024 (31 March 2023: 1%). If the INR had strengthened against the USD by 1%
during the year ended 31 March 2024 (31 March 2023: 1%) respectively then this would have had the following impact profit
before tax and equity before tax:

Profit before tax Equity before tax

Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2024
USD 15 (15) 11 (11)

Profit before tax Equity before tax

Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2023
USD 32 (32) 24 (24)

Price risk
Equity price risk is related to the change in market price of the investments in quoted equity securities. The Company’s
exposure to equity security prices arises from investments held by the Company and classified in the balance sheet as
FVOCI. In general, these investments are strategic investments and are not held for trading purposes. Reports on the equity
portfolio are submitted to the Company’s senior management on a regular basis.
Sensitivity analysis (+/ - 1%)
OCI before tax OCI, net of tax
Particulars
Increase Decrease Increase Decrease
As at 31 March 2024
Quoted equity securities 139 (139) 123 (123)

Profit before tax Equity before tax

Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2023
Quoted equity securities 132 (132) 117 (117)

*No impact on profit before tax as these quoted instruments are carried at FVOCI.
186 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

22 Revenue from operations

Year ended Year ended
31 March 2024 31 March 2023
Sale of products*
Manufactured goods 1,76,810 1,73,704
Traded goods 1,630 313
1,78,440 1,74,017
Revenue from Construction and project related activity ** 18,923 9,478
Gross sales 1,97,363 1,83,495
* Satistified at a point in time
** Satistified over a period of time

Other operating revenues

Sales of power from wind operated generators 136 122
Income from high sea sales (Also, refer note 33 (b)) 187 43
Income from letting out of storage facility 368 356
Duty drawback benefit 122 140
Export incentive 183 115
Sale of scrap (net of taxes recovered) 322 456
1,318 1,232
1,98,681 1,84,727

Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers”

The following table provides information about contract assets and contract liabilities from contracts with customers.
i. Movement in contract balances during the year.
2023-24 2022-23
Unbilled Unbilled
Particulars Contract revenue/ Net contract Contract revenue/ Net contract
Assets (Contract balances Assets (Contract balances
Liabilities) Liabilities)
Opening balance as on 1 April 9,241 (2,620) 11,861 1,465 (4,715) 6,180
Closing balance as on 31 March 5,167 1,495 3,672 9,241 (2,620) 11,861
Net increase/(decrease) (4,074) 4,115 (8,189) 7,776 2,095 5,681

a) Contract asset represents costs incurred to fulfil a contract which will be amortised over the period of execution of the
contract in proportion to the progress measured in terms of a proportion of actual cost incurred to-date adjusted for cost
incurred which do not contribute to Company’s progress in satisfying the performance obligation as on date, to the total
estimated cost attributable to the performance obligation.
b) Contract liability represents net of amount received from TCL Specialities LLC. for construction & installation of modular
plants in USA and amount of revenue recognised. Unbilled revenue represents amount to be billed to TCL Specialties LLC
based on completion of performance obligation.
c) Revenue recognised from opening balance of contract liabilities amounts to ` 2,620 lakhs (Previous year: ` 4,715 lakhs).
d) Cost to obtain the contract: Nil (Previous year: Nil)
e) The Group’s exposure to credit losses for trade receivables and contract assets is disclosed in note 21.
f) The Contract asset is expected to be recognised as revenue within a year.
g) The transaction price relating to future performance obligation will be cost incurred plus applicable transfer pricing margin.
 Financial Statements Annual Report 2023-24 | 187

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

23 Other income
Year ended Year ended
31 March 2024 31 March 2023
Interest income (Gross) (Also, refer note 33 (b))* 1,435 1,715
Dividend income from subsidiaries (Also, refer note 33 (b)) 829 877
Dividend income from other investments# 719 336
Profit on sale of property, plant and equipment, net 5 33
Profit on sale of lease hold rights - 640
Rental income 56 49
Excess provisions/ sundry balances written back (net) 50 27
Gain on foreign currency transaction/ translation (net) 69 464
Expenses and services recharged (Also, refer note 33 (b)) 226 234
Amortization of financial guarantee (Also, refer note 33 (b)) 295 -
Insurance claims 32 50
Miscellaneous receipts 86 1
3,802 4,426
* Financial assets carried at amortised cost
# Includes `203 lakhs (previous year `198 lakhs) with respect to equity instruments designated at FVOCI

24 a) Cost of materials consumed and purchase of stock-in-trade

Year ended Year ended
31 March 2024 31 March 2023
Inventory at the beginning of the year 23,694 15,442
Add : Purchases during the year 1,36,602 1,35,951
1,60,296 1,51,393
Less: Inventory at the end of the year 15,169 23,694
1,45,127 1,27,699
Purchase of stock-in-trade
Purchase of machinery spares and other chemicals 1,613 262
1,613 262
b) Project material and contract costs 18,013 8,995

25 Changes in inventories of finished goods, work-in-progress and stock-in-trade

Year ended Year ended
31 March 2024 31 March 2023
Opening stock
Finished goods 1,798 2,305
Work-in-progress 1,661 1,327
Stock-in-trade 38 44
3,497 3,676
Closing stock
Finished goods 3,220 1,798
Work-in-progress 1,705 1,661
Stock-in-trade 60 38
4,985 3,497
Changes in inventories (1,488) 179
188 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

26 Employee benefits expenses

Year ended Year ended
31 March 2024 31 March 2023
Salaries, wages and bonus 4,867 4,914
Gratuity expense (Also, refer note 17) 166 154
Contribution to provident and other funds 280 252
Staff welfare expenses 268 308
5,581 5,628

27 Finance costs
Year ended Year ended
31 March 2024 31 March 2023
Interest expense 3,917 2,945
Other borrowing costs 440 417
4,357 3,362

28 Other expenses
Year ended Year ended
31 March 2024 31 March 2023
Stores and spares consumed 1,523 1,880
Power and fuel 4,639 7,582
Repairs to:
- Machinery 2,284 2,295
- Buildings 516 581
- Others 49 76
Packing expenses and materials consumed 1,600 1,474
Freight and forwarding 6,578 6,849
Commission and brokerage 9 10
Rent* 285 284
Rates and taxes 360 247
Insurance 430 441
Travelling and conveyance 325 367
Communication expenses 65 62
Research and development expenses (Also, refer note 32) 247 253
Expenses on wind operated generators 54 58
Legal and professional charges (Also, refer note 30) 615 564
Commission to non-executive directors (Also, refer note 33 (b)) 47 162
Provision for expected credit losses (Also, Refer note 6 and 10) - 2
Corporate social responsibility expenditure (Also, refer note 31 and 33 (b)) 362 296
Donations 2 19
Loss on fair valuation of derivatives - 3
Miscellaneous expenses 1,031 889
21,021 24,394
*The Company has lease contracts for office premises and these lease contracts are cancellable/ renewable for further period on
mutually agreeable terms during the tenure of lease contracts. These lease contracts are classified as short term lease contracts
under Ind AS 116 which amounts to ` 98 lakhs during the current year ended 31 March 2024 (` 95 lakhs in previous year).

 Financial Statements Annual Report 2023-24 | 189

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

29 Earnings per equity share (EPS)

Year ended Year ended
31 March 2024 31 March 2023
Basic and diluted earnings per share (`)
On profit for the year 3.55 11.67
Notes:
The earnings and weighted average numbers of equity shares used in the calculation
of basic and diluted earnings per share are as follows:
(a) Earning used in the calculation of basic and diluted earnings per share:
Profit for the year 3,630 11,953
(b Weighted average number of equity shares used in the calculation of basic
and diluted earnings per share:
Weighted average number of equity shares outstanding during the year 10,23,88,120 10,23,88,120

30 Payments to auditor
Year ended Year ended
31 March 2024 31 March 2023
Statutory audit and limited reviews 57 57
Tax audit 3 3
Others 4 -
Total 64 60

31 Expenditure on Corporate Social Responsibility (CSR)

Year ended Year ended
31 March 2024 31 March 2023
(a) Gross amount required to be spent by the company during the year 362 296
(b) Amount spent during the year on
(i) Construction/acquisition of any asset - -
(ii) Purposes other than (i) above 312 254
(c) Shortfall/ (Excess) spent at the end of the year 50 42
(d) Details of related party transactions
Thirumalai Charity Trust 301 235
Akshya Vidhya Trust - 2
(e) Whether any provision made based on contractual obligation to undertake CSR Yes Yes
activity
The Company has created a provision of ` 50 lakhs (previous year ` 42 lakhs) with respect unspent amount relating to the ongoing
project. Such sum has been transferred to Unspent CSR account on 23 April 2024 (previous year 27 April 2023).

Nature of Activities
Program for early Detection, Monitoring and Control of Non-Communicable Diseases (NCD) in the Community; Promoting health
care including preventive health care for children.
190 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

32 Research and Development expenses*

The amount spent towards Research and Development expenses during the year are as under:
Year ended Year ended
31 March 2024 31 March 2023
Capital expenditure - -
Revenue expenditure (Also, refer note 28) 247 253
Total 247 253
*The summary is prepared based on the information available with the Company and is relied upon by the auditors.

33 Related parties
a) Names of related parties and nature of relationship:

Nature of relationship Name of related party

Subsidiary Companies Cheminvest Pte. Limited (CPL)

Optimistic Organic Sdn Bhd (OOSB)
Lapiz Europe Limited
TCL Global B.V.
TCL Inc.
TCL Specialties LLC.
TCL Intermediates Private Limited
Key Management Personnel Company Executives
Mr. R.Parthasarathy (Chairman and Managing Director)
Mrs. Ramya Bharathram (Managing Director and Chief Financial Officer)
Mr. C.G Sethuraman (Group Chief Executive Officer)
Mr. Sanjay Sinha ( Chief Executive Officer)
Mr. T Rajagopalan (Company Secretary)
Other Directors
Mr. R. Sampath (Non - Executive Director)
Mr. P Mohanachandra Nair (Non - Executive Director)
Mr. Arun Ramanathan (Independent Director)
Mr. Arun Alagappan (Independent Director)
Mr. Raj Kataria (Independent Director)
Mr. R. Ravi Shankar (Independent Director)
Mr. Dhruv Moondhra (Independent Director)
Mr. Rajeev M Pandia (Independent Director)
Mrs. Bhama Krishnamurthy (Independent Director)
Enterprise having transaction with Ultramarine and Pigments Limited (UPL)
the company during the current year/ Thirumalai Charity Trust (TCT)
previous year over which the Key ICE Steel 1 Private Limited
Managerial Personnel and their relatives Akshaya Vidya Trust
are able to exercise significant influence
 Financial Statements Annual Report 2023-24 | 191

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

33 Related parties (Contd.)

b) Transactions with related parties
Year ended Year ended
Transaction Related Party
31 March 2024 31 March 2023
Remuneration to Key Managerial Mr. R.Parthasarathy 332 528
Personnel* Mrs. Ramya Bharathram 141 316
Mr. P Mohanachandra Nair - 24
Key Managerial Personnel other than 524 642
directors
Director sitting fees Independent and non-executive directors 58 87
Commission Non - executive directors 47 162
Purchase of goods Optimistic Organic Sdn Bhd 1,077 3,317
TCL Intermediates Private Limited 10 -
Ultramarine and Pigments Limited 1 1
Sale of goods Optimistic Organic Sdn Bhd 262 243
TCL Global BV 3,195 6,743
TCL Intermediates Private Limited 5,085 765
TCL Specialties LLC 569 744
Revenue from construction project TCL Specialties LLC 18,923 9,478
Rendering of services Optimistic Organic Sdn Bhd 177 175
Ultramarine and Pigments Limited 50 52
TCL Global BV - 52
TCL Intermediates Private Limited 94 6
Reimbursement of expenses paid TCL Intermediates Private Limited 30 -
Reimbursement of expenses received TCL Intermediates Private Limited 56 -
Receipt of services Ultramarine and Pigments Limited 25 21
Thirumalai Charity Trust 14 4
ICE Steel 1 Private Limited 766 403
TCL Global B.V. 101 2
Transfer of lease hold rights TCL Intermediates Private Limited - 1,963
Fair value of guarantee commission Optimistic Organic Sdn Bhd 161 59
TCL Specialties LLC 890 -
TCL Intermediates Private Limited 464 -
Guarantee commission TCL Specialties LLC 161 -
TCL Intermediates Private Limited 134 -
Corporate social responsibility Thirumalai Charity Trust 301 235
expenditure Akshaya Vidya Trust - 2
Interest income on loan given Cheminvest Pte. Limited 55 160
TCL Global BV 843 569
Conversion of loan to equity Cheminvest Pte. Limited 1,643 -
Loans received from Subsidiaries TCL Global BV 20,778 -
Loans given to Subsidiaries TCL Global BV - 20,393
*Remuneration pertain to short term employee benefits. As the present value of obligation towards gratuity is determined
for all the employees in aggregate, the post-employment benefits and other long-term benefits relating to key management
personnel cannot be ascertained individually.
192 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

33 Related parties (Contd.)

c) Balances with related parties
As at As at
Particulars Related Party
31 March 2024 31 March 2023
Trade receivables Optimistic Organic Sdn Bhd 92 -
TCL Specialties LLC. 569 -
TCL Global B.V. 1,047 705
TCL Intermediates Private Limited 146 731
Other receivables TCL Intermediates Private Limited - 387
TCL Specialties LLC. 1,495 -
Contract Liability TCL Specialties LLC. - 2,620
Trade payables Optimistic Organic Sdn Bhd 19 328
Deposits payable Ultramarine and Pigments Limited 14 14
Loans Cheminvest Pte. Limited - 1,644
TCL Global BV, - 20,554
Directors remuneration payable (including Key Managerial Personnel 47 587
commission to non-executive directors)

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Group
has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: INR Nil). This
assessment is undertaken each financial year through examining the financial position of the related party and the market
in which the related party operates.

34 Contingent liabilities, Guarantees and commitments

As at As at
Particulars
31 March 2024 31 March 2023
a) Contingent liabilities
i) Claims against the Company, not acknowledged as debts
Indirect tax matters under dispute (Refer note (i) below) - 150
Income tax demand including interest contested in Appeal 601 652
(Refer note (ii) below)
ii) Guarantees
Corporate guarantee issued by the Company on behalf of its subsidiaries
a) Optimistic Organic Sdn Bhd 3,880 5,960
b) TCL Intermediates Private Limited* 45,200 -
c) TCL Specilaties LLC* 61,235 -
Bank Guarantee issued by the company to various parties. 1,922 1,532
* Granted during the year to various banks for loans availed by subsidiaries.
b) Commitments
i) Estimated amount of contracts to be executed on capital account and not 315 893
provided for
- Against which advances paid 69 175
ii)  he Company has various lease contracts that are non cancellable and the future lease payments for these non-
T
cancellable lease contracts are ` 849 lakhs. Also refer note 16.
 Financial Statements Annual Report 2023-24 | 193

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

34 Contingent liabilities, Guarantees and commitments (Contd.)

Notes
(i) The Company had settled all its pending sales tax litigations under The Samadhan Scheme, a Scheme introduced by
Government of Tamil Nadu for settlement of arrears of tax, penalty or interest pertaining to various taxes administered by
Commercial Taxes.
(ii) No provision has been made in respect of disputed demands from Income-tax Authorities to the extent of ` 601 Lakhs
(Previous Year ` 652 Lakhs) since the Company has reasons to believe that it would get relief at the appellate stage as the
said demands are excessive and erroneous. Against the above, the Company has already paid ` 388 Lakhs (Previous year
` 369 Lakhs).

35 Leases
i) The Company has entered into lease arrangements for building that are renewable on a periodic basis with approval of both
lessor and lessee.
ii) The Company does not have any lease commitments towards variable rent as per the contract.
iii) The following are amounts recognised in profit or loss:-
Year ended Year ended
31 March 2024 31 March 2023
Depreciation expense of right-of-use assets 253 248
Interest expense on lease liabilities 31 31
284 279

iv) Total cash outflow pertaining to leases

Year ended Year ended
31 March 2024 31 March 2023
Total cash outflow pertaining to leases during the year ended (273) (215)

v) Class of underlying asset for Right of use

As at As at
31 March 2024 31 March 2023
Lease hold land 1,957 1,396
Tank 902 599
2,859 1,995
194 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

36 Ratios
S. 31-Mar- 31-Mar- %
Particulars Numerator Denominator Remarks
no 24 23 Variance
1 Current ratio Current assets Current liabilities 1.07 1.10 -3.40% Not applicable
2 Debt service Net Profit after Debt Service = 0.60 0.55 8.93% Not applicable
coverage ratio taxes + Non- Interest + Lease
cash operating payments
expenses like + Principal
depreciation repayments
and other
amortizations +
Interest
3 Debt equity Outstanding Shareholders’ 18.33% 34.34% -46.63% Movement in ratio is due to repayment of
ratio borrowings equity Bridge loan obtained during the previous
year.
4 Return on Net profit after Average 3.73% 13.06% -71.44% The movement observed is a result of
equity ratio taxes shareholders’ decreased margins and higher finance
equity costs due to increased borrowing in the
current year.
5 Inventory Cost of goods Average 5.71 6.01 -5.06% Not applicable
turnover ratio sold Inventory
6 Trade Net credit sales Average 15.43 19.76 -21.91% Not applicable
receivables accounts
turnover ratio receivable
7 Trade Net Credit Average 3.01 3.72 -19.18% Not applicable
payables Purchases Payables
turnover ratio
8 Net capital Net sales Working capital 47.10 22.64 108.04% Due to growth in Revenue due to
turnover ratio construction contract along with increase
in production and improved operating
efficiencies in the business, cash balance,
receivables and inventory balance is
increased which has resulted in the
reduction of negative working capital and
an improvement in the ratio.
9 Net profit ratio Net profit Net sales 1.83% 6.47% -71.76% Movement in ratio is due to dip in margin.
10 Return Earning before Capital 8.48% 17.48% -51.46% Movement in ratio is due to dip in margin.
on capital interest and Employed =
employed taxes Tangible net
worth + Total
debt + Deferred
tax liability
11 Return on Net profit after Net block of PPE 9.38% 30.20% -68.93% Movement in ratio is due to dip in margin.
investment taxes

Note
a) Explanations have been provided for any change in the ratio by more than 25% as compared to 31 March 2023.
37 Segment reporting
Per Para 4 of Ind AS 108 Operating Segments, when entity’s financial report contains both the consolidated financial statements
of a parent that is within the scope of this Ind AS well as the parent’s standalone financial statements, segment information
is required only in the consolidated financial statements. Hence segment information is disclosed as a part of consolidated
financial statements for the year ended 31 March 2024.
 Financial Statements Annual Report 2023-24 | 195

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

38 Transfer pricing
As per the Transfer pricing norms introduced in India with effect from 1 April 2001, the Company is required to use certain
specific methods in computing arm’s length price of international transactions between the associated enterprises and maintain
prescribed information and documents relating to such transactions. The appropriate method to be adopted will depend on the
nature of transactions/class of transactions, class of associated persons, functions performed and other factors, which have been
prescribed. The Transfer pricing study for the financial year ended 31 March 2024 is in progress and accordingly, the contracts
may be amended subsequently and related adjustment, if any, will be quantified upon completion of this study. However, in the
opinion of the Management, the outcome of the study will not have material impact on the Company’s results.

39 Compliance with audit trail requirements

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which
uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of
recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with
the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company, in respect of financial year commencing on 1 April 2023 has used an accounting software SAP B1 for maintaining
books of account which has a feature of recording audit trail (edit log) The Company had not enabled the feature of recording
audit trail (edit log) at the database level for the said accounting software to log any direct data changes as the same consume
storage space on the disk and can impact database performance significantly. The access to database IDs with Data Manipulation
Language (DML) authority, which can make direct data changes (create, change, delete) at database level are limited to specific
individuals and no changes has been made at database level during the current year.
Further, the Company, has used accounting software (Rely on) which is operated by a third-party software service provider for
maintaining payroll records. The ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design
and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service
Organization) does not include details on testing of controls relating to audit trail feature. Further, we understand from the service
provider that the software does not have the feature of recording audit trail and hence we have migrated to new software from
01 April 2024.

40 Other additional regulatory information required as per paragraphs 6 and 7 pertaining to ‘General Instructions for Preparation
of Balance Sheet and Statement of Profit and Loss’ respectively given under Division II of schedule III to the Companies Act 2013
are either “Nil” or not applicable to the Company.

41 Events after the reporting period

No adjusting or significant non-adjusting events have occurred between the reporting date (31 March 2024) and the date of
approval of these financial statements (15 May 2024) except for proposed dividend as disclosed in note 12.

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
196 | Thirumalai Chemicals Limited

Independent Auditor’s Report

To the Members of Thirumalai Chemicals Limited

Report on the Audit of the Consolidated Financial Basis for Opinion

Statements 3. We conducted our audit in accordance with the
Opinion Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
1. We have audited the accompanying consolidated
are further described in the Auditor’s Responsibilities
financial statements of Thirumalai Chemicals Limited
for the Audit of the Consolidated Financial Statements
(‘the Holding Company’) and its subsidiaries (the Holding
section of our report. We are independent of the Group, in
Company and its subsidiaries together referred to as
accordance with the Code of Ethics issued by the Institute
‘the Group’), as listed in Annexure 1, which comprise the
of Chartered Accountants of India (‘ICAI’) together with the
Consolidated Balance Sheet as at 31 March 2024, the
ethical requirements that are relevant to our audit of the
Consolidated Statement of Profit and Loss (including
consolidated financial statements under the provisions
Other Comprehensive Income), the Consolidated Cash
of the Act and the rules thereunder, and we have fulfilled
Flow Statement and the Consolidated Statement of
our other ethical responsibilities in accordance with these
Changes in Equity for the year then ended, and notes to
requirements and the Code of Ethics. We believe that the
the consolidated financial statements, including a material
audit evidence we have obtained together with the audit
accounting policy information and other explanatory
evidence obtained by the other auditors in terms of their
information.
reports referred to in paragraph 15 of the other matter
2. In our opinion and to the best of our information and section below, is sufficient and appropriate to provide a
according to the explanations given to us and based on basis for our opinion.
the consideration of the reports of the other auditors on
separate financial statements and on the other financial Key Audit Matters
information of the subsidiaries, the aforesaid consolidated 4. Key audit matters are those matters that, in our
financial statements give the information required by the professional judgment and based on the consideration
Companies Act, 2013 (‘the Act’) in the manner so required of the reports of the other auditors on separate financial
and give a true and fair view in conformity with the statements of the subsidiaries, were of most significance
Indian Accounting Standards (‘Ind AS’) specified under in our audit of the consolidated financial statements of
section 133 of the Act, read with the Companies (Indian the current period. These matters were addressed in
Accounting Standards) Rules, 2015, and other accounting the context of our audit of the consolidated financial
principles generally accepted in India of the consolidated statements as a whole, and in forming our opinion
state of affairs of the Group, as at 31 March 2024, and thereon, and we do not provide a separate opinion on
their consolidated loss (including other comprehensive these matters.
income), consolidated cash flows and the consolidated 5. We have determined the matters described below to be
changes in equity for the year ended on that date. the key audit matters to be communicated in our report.

Revenue recognition
Key audit matter How our audit addressed the key audit matter
Refer Note 2.8 and Note 21 to the accompanying consolidated Our audit procedures in relation to revenue recognition
financial statements for the material accounting policy included but not limited to, the following:
information on revenue recognition and relevant details of
revenue recognised during the year.  Obtained an understanding of the revenue business
process and assessed the appropriateness of the Group’s
Revenue of the Group consists primarily of sale of manufactured revenue recognition accounting policy in accordance with
products to the customers. The Group recognises the revenue
Ind AS 115;
in accordance with the principles of Ind AS 115, Revenue from
Contracts with Customers (Ind AS 115), at point in time when  Evaluated the design and tested the operating effectiveness
the Group satisfies its performance obligation by transferring of key controls around revenue recognition;
the control of goods to its customers and there is no unfulfilled
obligation. The revenue is measured based on the transaction
price specified in the contract, net of discounts and goods and
services tax.
 Financial Statements Annual Report 2023-24 | 197

Key audit matter How our audit addressed the key audit matter
The Company also focuses on revenue as a key performance  Performed substantive testing by selecting samples of
measure, which could create an incentive for overstating revenue transactions recorded during the year including
revenue and thus, the timing of revenue recognition is critical specific periods before and after the financial year end
as there is a risk of revenue being recognised before the by verifying the underlying supporting documents, which
control is transferred to the customers.
included sales invoices, contracts and shipping documents
Owing to the above and volume of transactions, revenue is to ensure that the correct amount of revenue is recorded in
determined to be an area involving significant risk and hence, the correct period;
requires significant auditor attention. Further, the application
of Ind AS 115 involves certain judgements / estimates such  Tested unusual non-standard journal entries based on
as determining timing of revenue recognition and transaction certain criteria’s which impacts revenue recognized during
price as per the terms of contracts with the customers. the year;
Considering the volume of transactions, materiality of the  Tested the credits made to revenue account subsequent
amount involved as mentioned above, revenue recognition to the period and;
has been identified as a key audit matter for the current year
audit.  Assessed the appropriateness and adequacy of
disclosures made by the management in the consolidated
financial statements in accordance with the requirements
of the applicable accounting standards.

Capital work-in-progress and property, plant and equipment:

Key audit matter How the matter was addressed in the audit
Refer note 2.8 and 3 to the accompanying consolidated Our audit procedures on capital work in progress and
financial statements property, plant and equipment included but not limited to, the
following:
The Group is in the process of constructing new plants
/ augmenting existing assets (‘projects’) for expanding/  Obtained an understanding of the business process and
improving its business operations. assessed the appropriateness of the accounting policy
During the year, the Group has incurred a total sum of `84,791 adopted by the Group in accordance with Ind AS 16;
lakhs towards additions made to capital work–in-progress.
 Performed walk-through of the capitalisation process and
During the year, the Group has also capitalised `6,071 lakhs evaluated the design and tested the operating effectiveness
based on completion of various projects as per recognition of the controls in the process;
criteria given under Ind AS 16, Property, plant and equipment
(‘Ind AS 16’).  Tested the additions made to capital work-in-progress and
PPE on a sample basis by checking underlying supporting
There are various areas where management judgement
documents to ensure such items are recorded accurately
impacts the carrying value of property, plant and equipment
(PPE) and capital work-in-progress. These include the in the correct period, in accordance with the requirements
decision to capitalise or expense costs, the unit of measure of Ind AS 16;
to be used for capitalization, determining what constitutes an  On a test check basis, we have physically verified existence
item of property, plant and equipment and the timeliness of
of capital work-in-progress and PPE;
capitalization based on when the assets are ready to put to
use. The estimates and assumptions used to determine the  Assessed that the borrowing cost capitalised during the
carrying amounts, including whether and when to capitalise or year is in accordance with the accounting policy of the
expense certain direct & indirect costs, and the determination Company and Ind AS 23, Borrowing cost;
of depreciation charges are material to the Group’s financial
position and performance.  Obtained the project completion/handover certificate
provided by the management for projects completed
Inappropriate timing of capitalization of the project and/
or identification of significant parts of PPE could result in during the year, to determine whether the asset is in the
material misstatement of capital work-in-progress / PPE with location and condition necessary for it to be capable of
a consequent impact on depreciation charge and results for operating in the manner intended by the management;
the year.
 Assessed the appropriateness of timing of capitalization,
Given the significance of capital expenditure during the identification of significant parts of PPE that are depreciated
year, the nature and volume of transactions, complexity and separately and useful lives considered for calculation of
judgement involved in determination of eligible costs for depreciation charge; and
capitalization, the aforesaid matter has been identified as a key
audit matter for the current year.  Evaluated the appropriateness and adequacy of the
disclosures made in the consolidated financial statements
in accordance with the applicable accounting standards.
198 | Thirumalai Chemicals Limited

In addition to the above key audit matters, we have determined the following matter reproduced below as a key audit matter to
be communicated in our report, based on communication received from the component auditor, Ernst & Young PLT, Chartered
Accountants , of Optimistic Organic Sdn Bhd, a wholly owned subsidiary of the Holding Company:

Impairment of property, plant and equipment, Capital work in progress and Right of use assets

Key audit matter How the matter was addressed in the audit

Refer Note 2.8 and 3 to the accompanying consolidated Our audit work included, but was not restricted to, performing
financial statements. the following procedures:
As at 31 March 2024, the carrying amount of cash generating  Challenged the assessment in identifying the property, plant
unit (property, plant and equipment including capital work-in- and equipment (including CWIP) and right-of-use assets
progress and right-of-use assets) as included in aforesaid note that have impairment indicators by evaluating whether
aggregate to `18,302 lakhs respectively. internal and external indicators have been considered.
Considering the losses recorded during past two years by the  Evaluated the key assumptions applied in the value-
Company, the management has identified that indicators exist in-use calculation, including the revenue growth rate,
that requires the management to test the carrying value of utilisation rate of the plant and machinery and other key
related Cash generating unit for possible impairment. cost elements, by comparing to the current utilisation rate,
historical performance of those plant and machinery;
Management’s assessment of the recoverable amount of cash
generating unit requires estimation and judgement around  Assessed the professional competence, objectivity and
identification of cash generating units (CGUs) and assumptions capabilities of the specialist used by the management
used in the determination of value-in use (VIU). The principal for performing required VIU calculations to estimate the
driver of recoverable value is the estimated growth in the recoverable value of property, plant and equipment and
operations of the CGU and ability to generate cash profits in right-of-use assets relating to such CGU;
the future. The key assumptions supporting management’s
 Tested the arithmetical accuracy of the calculations
assessment of the recoverable amount of CGU are the
performed by the management expert.
estimated future financial performance, capital expenditure
and the discount rates applied. Changes to assumptions could  Based on our discussion with valuation specialists, we
lead to material changes in estimated recoverable amounts, have discussed on the appropriateness of the value-in-use
resulting in impairment of the CGU. method used by the management and the discount rates
used.
Considering the significance of the amounts involved, and
auditor attention required to test the appropriateness of  Assessed the sensitivity of the outcome of impairment
accounting estimate that involves high estimation uncertainty assessment to changes in key assumptions such as
and significant management judgement, this matter has been discount rates.
determined to be a key audit matter for the current year audit.
 Considered the adequacy of the disclosures of the
assumptions applied, which are particularly sensitive,
uncertain or require significant judgement, in the impairment
assessment of the property, plant and equipment and right
of- use assets.
 Financial Statements Annual Report 2023-24 | 199

Information other than the Consolidated Financial records in accordance with the provisions of the Act for
Statements and Auditor’s Report thereon safeguarding the assets of the Group and for preventing
6.  The Holding Company’s Board of Directors are and detecting frauds and other irregularities; selection
responsible for the other information. The other and application of appropriate accounting policies;
information comprises the information included in the making judgments and estimates that are reasonable
and prudent; and design, implementation and
Annual Report, but does not include the consolidated
maintenance of adequate internal financial controls, that
financial statements and our auditor’s report thereon.
were operating effectively for ensuring the accuracy and
The Annual Report is expected to be made available to completeness of the accounting records, relevant to the
us after the date of this auditor’s report. preparation and presentation of the financial statements
Our opinion on the consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error. These
does not cover the other information and we do not
financial statements have been used for the purpose
express any form of assurance conclusion thereon.
of preparation of the consolidated financial statements
In connection with our audit of the consolidated financial by the Board of Directors of the Holding Company, as
statements, our responsibility is to read the other aforesaid.
information and, in doing so, consider whether the other 8. In preparing the consolidated financial statements, the
information is materially inconsistent with the consolidated respective Board of Directors of the companies included
financial statements or our knowledge obtained in the in the Group are responsible for assessing the ability of
audit or otherwise appears to be materially misstated. the Group to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
When we read the Annual Report, if we conclude that the going concern basis of accounting unless the Board
there is a material misstatement therein, we are required of Directors either intend to liquidate the Group or to
to communicate the matter to those charged with cease operations, or has no realistic alternative but to do
governance. so.

Responsibilities of Management and Those Charged with 9. Those respective Board of Directors are also responsible
Governance for the Consolidated Financial Statements for overseeing the financial reporting process of the
7. The accompanying consolidated financial statements companies included in the Group.
have been approved by the Holding Company’s Board
Auditor’s Responsibilities for the Audit of the Consolidated
of Directors. The Holding Company’s Board of Directors
Financial Statements
are responsible for the matters stated in section 134(5) of
10. Our objectives are to obtain reasonable assurance
the Act with respect to the preparation and presentation
about whether the consolidated financial statements as
of these consolidated financial statements that give a
a whole are free from material misstatement, whether
true and fair view of the consolidated financial position,
due to fraud or error, and to issue an auditor’s report that
consolidated financial performance including other
includes our opinion. Reasonable assurance is a high
comprehensive income, consolidated changes in equity
level of assurance but is not a guarantee that an audit
and consolidated cash flows of the Group in accordance
conducted in accordance with Standards on Auditing
with the Ind AS specified under section 133 of the Act
will always detect a material misstatement when it exists.
read with the Companies (Indian Accounting Standards)
Misstatements can arise from fraud or error and are
Rules, 2015, and other accounting principles generally
considered material if, individually or in the aggregate,
accepted in India. The Holding Company’s Board of
they could reasonably be expected to influence the
Directors are also responsible for ensuring accuracy
economic decisions of users taken on the basis of these
of records including financial information considered
consolidated financial statements.
necessary for the preparation of consolidated Ind AS
financial statements. Further, in terms of the provisions 11. As part of an audit in accordance with Standards on
of the Act the respective Board of Directors of the Auditing specified under section 143(10) of the Act we
companies included in the Group, covered under the Act exercise professional judgment and maintain professional
are responsible for maintenance of adequate accounting skepticism throughout the audit. We also:
200 | Thirumalai Chemicals Limited

 Identify and assess the risks of material misstatement other auditors remain responsible for the direction,
of the consolidated financial statements, whether supervision and performance of the audits carried
due to fraud or error, design and perform audit out by them. We remain solely responsible for our
procedures responsive to those risks, and obtain audit opinion.
audit evidence that is sufficient and appropriate
12. We communicate with those charged with governance
to provide a basis for our opinion. The risk of not
regarding, among other matters, the planned scope and
detecting a material misstatement resulting from
timing of the audit and significant audit findings, including
fraud is higher than for one resulting from error,
any significant deficiencies in internal control that we
as fraud may involve collusion, forgery, intentional
identify during our audit.
omissions, misrepresentations, or the override of
internal control; 13. We also provide those charged with governance
with a statement that we have complied with relevant
 Obtain an understanding of internal control relevant
ethical requirements regarding independence, and
to the audit in order to design audit procedures
to communicate with them all relationships and other
that are appropriate in the circumstances, under
matters that may reasonably be thought to bear on our
section 143(3)(i) of the Act we are also responsible
independence, and where applicable, related safeguards.
for expressing our opinion on whether the Holding
Company has adequate internal financial controls 14. From the matters communicated with those charged
with reference to financial statements in place and with governance, we determine those matters that
the operating effectiveness of such controls.; were of most significance in the audit of the financial
statements of the current period and are therefore the
 Evaluate the appropriateness of accounting policies
key audit matters. We describe these matters in our
used and the reasonableness of accounting
auditor’s report unless law or regulation precludes public
estimates and related disclosures made by
disclosure about the matter or when, in extremely rare
management;
circumstances, we determine that a matter should not
 Conclude on the appropriateness of Board of be communicated in our report because the adverse
Directors’ use of the going concern basis of consequences of doing so would reasonably be
accounting and, based on the audit evidence expected to outweigh the public interest benefits of such
obtained, whether a material uncertainty exists communication.
related to events or conditions that may cast
significant doubt on the ability of the Group to Other Matter
continue as a going concern. If we conclude that 15. We did not audit the financial statements of three
a material uncertainty exists, we are required to subsidiaries, whose financial statements reflects total
draw attention in our auditor’s report to the related assets of `36,047 lakhs as at 31 March 2024, total revenues
disclosures in the financial statements or, if such of `28,803 lakhs and net cash outflows amounting
disclosures are inadequate, to modify our opinion. to `12,457 lakhs for the year ended on that date, as
Our conclusions are based on the audit evidence considered in the consolidated financial statements.
obtained up to the date of our auditor’s report. These financial statements have been audited by other
However, future events or conditions may cause auditors whose reports have been furnished to us by
the Group to cease to continue as a going concern; the management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts
 Evaluate the overall presentation, structure and and disclosures included in respect of these subsidiaries,
content of the financial statements, including the and our report in terms of sub-section (3) of section 143 of
disclosures, and whether the financial statements the Act in so far as it relates to the aforesaid subsidiaries,
represent the underlying transactions and events are based solely on the reports of the other auditors.
in a manner that achieves fair presentation; and
Further, these subsidiaries, are located outside India and
 Obtain sufficient appropriate audit evidence financial statements of one such subsidiary has been
regarding the financial statements of the entities or prepared in accordance with accounting principles
business activities within the Group, to express an generally accepted in their respective country and
opinion on the consolidated financial statements. which has been audited by other auditors under
We are responsible for the direction, supervision generally accepted auditing standards applicable
and performance of the audit of financial statements in their respective country. The Holding Company’s
of such entities included in the financial statements, management has converted the financial statements of
of which we are the independent auditors. For the such subsidiary, located outside India from accounting
other entities included in the financial statements, principles generally accepted in their respective country
which have been audited by the other auditors, such
 Financial Statements Annual Report 2023-24 | 201

to accounting principles generally accepted in India. We consolidated financial statements and covered under the
have audited these conversion adjustments made by Act we report that there are no qualifications or adverse
the Holding Company’s management. Also, the financial remarks reported in the respective Order reports of such
statements of other two subsidiaries have prepared in companies.
accordance with accounting principles applicable to the
19. As required by section 143(3) of the Act, based on our
Holding Company, and which have been audited by other
audit, we report, to the extent applicable, that:
auditors under generally accepted auditing standards
applicable in their respective countries. a) We have sought and obtained all the information and
explanations which to the best of our knowledge
Our opinion on the consolidated financial statements,
and belief were necessary for the purpose of
in so far as it relates to the amounts and disclosures
our audit of the aforesaid consolidated financial
included in respect of such subsidiaries located outside
statements;
India, is based on the report of other auditors and where
relevant the conversion adjustments prepared by the b) In our opinion, proper books of account as required
management of the Holding Company and audited by us. by law relating to preparation of the aforesaid
consolidated financial statements have been kept
Our opinion above on the consolidated financial
so far as it appears from our examination of those
statements, and our report on other legal and regulatory
books and the reports of the other auditors, except
requirements below, are not modified in respect of the
for the matters stated in paragraph 19(h)(vi) below
above matters with respect to our reliance on the work
on reporting under Rule 11(g) of the Companies
done by and the reports of the other auditors.
(Audit and Auditors) Rules, 2014 (as amended).
16. We did not audit the financial statements of one subsidiary,
c) The consolidated financial statements dealt with
whose financial statements reflects total assets of `30
by this report are in agreement with the relevant
lakhs as at 31 March 2024, total revenues of `Nil and net
books of account maintained for the purpose of
cash outflows amounting to `3 lakhs for the year ended
preparation of the consolidated financial statements;
on that date, as considered in the consolidated financial
statements. This financial statement is unaudited and d) In our opinion, the aforesaid consolidated financial
have been furnished to us by the management and our statements comply with Ind AS specified under
opinion on the consolidated financial statements, in so section 133 of the Act read with the Companies
far as it relates to the amounts and disclosures included (Indian Accounting Standards) Rules, 2015;
in respect of the aforesaid subsidiary, is based solely on
e) On the basis of the written representations received
such unaudited financial statements. In our opinion and
from the directors of the Holding Company, its
according to the information and explanations given to
subsidiary and taken on record by the Board of
us by the management, this financial statement is not
Directors of the Holding Company, its subsidiary,
material to the Group.
covered under the Act, none of the directors of the
Our opinion above on the consolidated financial Group companies, are disqualified as on 31 March
statements, and our report on other legal and regulatory 2024 from being appointed as a director in terms of
requirements below, are not modified in respect of the section 164(2) of the Act.
above matter with respect to our reliance on the financial
f) The qualification relating to the maintenance of
statement certified by the management.
accounts and other matters connected therewith
Report on Other Legal and Regulatory Requirements with respect to the consolidated financial statements
17. As required by section 197(16) of the Act based on our are as stated in, paragraph 19(h)(vi) below on
audit, we report that the Holding Company, its subsidiary reporting under Rule 11(g) of the Companies (Audit
incorporated in India whose financial statements have and Auditors) Rules, 2014 (as amended);
been audited under the Act have paid remuneration to g) With respect to the adequacy of the internal financial
their respective directors during the year in accordance controls with reference to financial statements of
with the provisions of and limits laid down under section the Holding Company, and its subsidiaries, covered
197 read with Schedule V to the Act. under the Act, and the operating effectiveness
18. As required by clause (xxi) of paragraph 3 of Companies of such controls, refer to our separate report
(Auditor’s Report) Order, 2020 (‘the Order’) issued by the in ‘Annexure A’ wherein we have expressed an
Central Government of India in terms of section 143(11) unmodified opinion; and
of the Act based on the consideration of the Order h) With respect to the other matters to be included
reports issued by us, of companies included in the in the Auditor’s Report in accordance with rule 11
202 | Thirumalai Chemicals Limited

of the Companies (Audit and Auditors) Rules, 2014 b. The respective managements of the Holding
(as amended), in our opinion and to the best of our Company and its subsidiaries, incorporated in
information and according to the explanations given India whose financial statements have been
to us: audited under the Act have represented to
us that, to the best of their knowledge and
i. The consolidated financial statements disclose
belief, other than as disclosed in the note 4
the impact of pending litigations on the
to the accompanying consolidated financial
consolidated financial position of the Group,
statements, no funds have been received
as detailed in Note 34(a) to the consolidated
by the Holding Company or its subsidiaries
financial statements;
from any persons or entities, including
ii. The Holding Company, its subsidiaries covered foreign entities (‘the Funding Parties’), with the
under the act, does not have any long-term understanding, whether recorded in writing
contracts including derivative contracts for or otherwise, that the Holding Company, or
which there were any material foreseeable any such subsidiaries, shall, whether directly
losses as at 31 March 2024; or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
iii. There has been no delay in transferring
by or on behalf of the Funding Party (‘Ultimate
amounts, required to be transferred, to the
Beneficiaries’) or provide any guarantee,
Investor Education and Protection Fund by the
security or the like on behalf of the Ultimate
Holding Company, and its subsidiaries covered
Beneficiaries; and
under the act during the year ended 31 March
2024; c. Based on such audit procedures performed by
us, as considered reasonable and appropriate
iv. a. The respective managements of the Holding
in the circumstances, nothing has come to our
Company and its subsidiaries incorporated in
notice that has caused us to believe that the
India whose financial statements have been
management representations under sub-
audited under the Act have represented
clauses (a) and (b) above contain any material
to us that, to the best of their knowledge
misstatement.
and belief , other than as disclosed in note
4 to the consolidated financial statements, v. The final dividend paid by the Holding
no funds have been advanced or loaned Company during the year ended 31 March
or invested (either from borrowed funds or 2024 in respect of such dividend declared
securities premium or any other sources or for the previous year is in accordance with
kind of funds) by the Holding Company or its section 123 of the Act to the extent it applies to
subsidiaries to or in any persons or entities, payment of dividend.
including foreign entities (‘the intermediaries’),
As stated in note 11(g) to the accompanying
with the understanding, whether recorded
consolidated financial statements, the Board
in writing or otherwise, that the intermediary
of Directors of the Holding Company have
shall, whether, directly or indirectly lend or
proposed final dividend for the year ended 31
invest in other persons or entities identified in
March 2024 which is subject to the approval
any manner whatsoever by or on behalf of the
of the members at the ensuing Annual
Holding Company, or any such subsidiaries,
General Meeting. The dividend declared is in
(‘the Ultimate Beneficiaries’) or provide any
accordance with section 123 of the Act to the
guarantee, security or the like on behalf the
extent it applies to declaration of dividend.
Ultimate Beneficiaries;
vi. As stated in Note 38 to the consolidated
financial statements and based on our
 Financial Statements Annual Report 2023-24 | 203

examination which included test checks, same have been operated throughout the
except for the instances mentioned below, year for all relevant transactions recorded in
the Holding Company, and its subsidiary the software. Further, during the course of our
which are companies incorporated in India and audit we did not come across any instance of
audited under the Act, in respect of financial audit trail feature being tampered with, other
year commencing on 1 April 2023, have used than the consequential impact of the exception
accounting software for maintaining their given below.
books of account which have a feature of
recording audit trail (edit log) facility and the

Particulars Details of Exception noted

Instances of accounting software for maintaining books of The audit trail feature was not enabled at the database level for
account for which the feature of recording audit trail (edit log) accounting software SAP B1 to log any direct data changes,
facility was not operated throughout the year for all relevant used for maintenance of all relevant accounting records by
transactions recorded in the software. the Holding Company and its subsidiary incorporated in India.

Instances of accounting software maintained by a third party The Payroll accounting software (Rely on) by Matrix Cosec) used
where we are unable to comment on the audit trail feature for maintenance of payroll records of the Holding Company and
its subsidiary incorporated in India is operated by third party
software service provider. In the absence of any information on
the existence of audit trail feature in the ‘Independent Service
Auditor’s Assurance Report on the Description of Controls, their
Design and Operating Effectiveness’ (‘Type 2 report’ issued in
accordance with SAE 3402, Assurance Reports on Controls at
a Service Organization), we are unable to comment whether
the audit trail feature of the said software was enabled and
operated throughout the year for all relevant transactions
recorded in the software.

For Walker Chandiok & Co LLP Vijay Vikram Singh

Chartered Accountants Partner
Firm’s Registration No.: 001076N/N500013 Membership No.: 059139
UDIN: 24059139BKEYIA7754

Hyderabad
15 May 2024

Annexure I
1. Optimistic Organic Sdn. Bhd, Malaysia | 2. Cheminvest Pte Ltd., Singapore | 3. Lapiz Europe Limited., Europe
4. TCL Global B.V. The Netherlands | 5. TCL Inc. United States of America | 6. TCL Specialties LLC., United States of America
7. TCL Intermediates Private Limited., India
204 | Thirumalai Chemicals Limited

Annexure A to the Independent Auditor’s Report of even date to the

members of Thirumalai Chemicals Limited on the consolidated financial
statements for the year ended 31 March 2024
Independent Auditor’s Report on the internal Standards and the Guidance Note require that we comply
financial controls with reference to financial with ethical requirements and plan and perform the audit
statements under Clause (i) of Sub-section 3 of to obtain reasonable assurance about whether adequate
Section 143 of the Companies Act, 2013 (‘the Act’) internal financial controls with reference to financial
1. In conjunction with our audit of the consolidated financial statements were established and maintained and if such
statements of Thirumalai Chemicals Limited (‘the Holding controls operated effectively in all material respects.
Company’) and its subsidiaries (the Holding Company and 4. Our audit involves performing procedures to obtain
its subsidiaries together referred to as ‘the Group’), as at audit evidence about the adequacy of the internal
and for the year ended 31 March 2024, we have audited financial controls with reference to financial statements
the internal financial controls with reference to financial and their operating effectiveness. Our audit of internal
statements of the Holding Company and its subsidiary financial controls with reference to financial statements
company, which are companies covered under the Act, includes obtaining an understanding of such internal
as at that date. financial controls, assessing the risk that a material
weakness exists, and testing and evaluating the design
Responsibilities of Management and Those Charged
and operating effectiveness of internal control based on
with Governance for Internal Financial Controls
the assessed risk. The procedures selected depend on
2. The respective Board of Directors of the Holding the auditor’s judgement, including the assessment of the
Company and its subsidiary company, which are risks of material misstatement of the financial statements,
companies covered under the Act, are responsible for whether due to fraud or error.
establishing and maintaining internal financial controls
based on internal financial control with reference to 5. We believe that the audit evidence we have obtained is
financial statements criteria established by the Company sufficient and appropriate to provide a basis for our audit
considering the essential components of internal control opinion on the internal financial controls with reference
stated in the Guidance Note on Audit of Internal Financial to financial statements of the Holding Company and its
Controls over Financial Reporting issued by the Institute subsidiary company as aforesaid.
of Chartered Accountants of India. These responsibilities
Meaning of Internal Financial Controls with Reference
include the design, implementation and maintenance of
to Financial Statements
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct 6. A company’s internal financial controls with reference
of the Company’s business, including adherence to to financial statements is a process designed to provide
the Company’s policies, the safeguarding of its assets, reasonable assurance regarding the reliability of financial
the prevention and detection of frauds and errors, the reporting and the preparation of financial statements
accuracy and completeness of the accounting records, for external purposes in accordance with generally
and the timely preparation of reliable financial information, accepted accounting principles. A company’s internal
as required under the Act. financial controls with reference to financial statements
include those policies and procedures that (1) pertain
Auditor’s Responsibility for the Audit of the Internal to the maintenance of records that, in reasonable
Financial Controls with Reference to Financial detail, accurately and fairly reflect the transactions and
Statements dispositions of the assets of the company; (2) provide
3. Our responsibility is to express an opinion on the internal reasonable assurance that transactions are recorded as
financial controls with reference to financial statements necessary to permit preparation of financial statements
of the Holding Company and its subsidiary company, as in accordance with generally accepted accounting
aforesaid, based on our audit. We conducted our audit principles, and that receipts and expenditures of the
in accordance with the Standards on Auditing issued company are being made only in accordance with
by the Institute of Chartered Accountants of India (‘ICAI’) authorisations of management and directors of the
prescribed under Section 143(10) of the Act, to the extent company; and
applicable to an audit of internal financial controls with (3) provide reasonable assurance regarding prevention
reference to financial statements, and the Guidance Note or timely detection of unauthorised acquisition, use, or
on Audit of Internal Financial Controls Over Financial disposition of the company’s assets that could have a
Reporting (‘the Guidance Note’) issued by the ICAI. Those material effect on the financial statements.
 Financial Statements Annual Report 2023-24 | 205

Inherent Limitations of Internal Financial Controls Opinion

with Reference to Financial Statements 8. In our opinion, the Holding Company and its subsidiary
7. Because of the inherent limitations of internal financial company, which are companies covered under the Act,
controls with reference to financial statements, including have in all material respects, adequate internal financial
the possibility of collusion or improper management controls with reference to financial statements and
override of controls, material misstatements due to error such controls were operating effectively as at 31 March
or fraud may occur and not be detected. Also, projections 2024, based internal financial control with reference to
of any evaluation of the internal financial controls with financial statements criteria established by the Company
reference to financial statements to future periods are considering the essential components of internal control
subject to the risk that the internal financial controls stated in the Guidance Note on Audit of Internal Financial
with reference to financial statements may become Controls over Financial Reporting issued by the Institute
inadequate because of changes in conditions, or that the of Chartered Accountants of India.
degree of compliance with the policies or procedures
may deteriorate.

For Walker Chandiok & Co LLP Vijay Vikram Singh

Chartered Accountants Partner
Firm’s Registration No.: 001076N/N500013 Membership No.: 059139
UDIN: 24059139BKEYIA7754

Hyderabad
15 May 2024
206 | Thirumalai Chemicals Limited

Consolidated Balance Sheet

as at 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)
Notes As at 31 March 2024 As at 31 March 2023
Assets
Non-current assets
Property, plant and equipment 3 59,204 56,262
Capital work-in-progress 3 1,19,961 40,639
Intangible assets 3 17 19
Right of use assets 3 11,946 10,831
Financial assets 20
(i) Investments 4 13,941 13,234
(ii) Other financial assets 5 557 402
Income tax assets (net) 6 475 595
Other non-current assets 7 12,542 8,788
Total non-current assets 2,18,643 1,30,770
Current assets
Inventories 8 25,083 31,917
Financial assets 20
(i) Investments 4 3,407 -
(ii) Trade receivables 9 18,315 10,193
(iii) Cash and cash equivalents 10 40,560 34,957
(iv) Bank balances other than (iii) above 10 19,379 19,496
(v) Other financial assets 5 579 426
Income tax assets 6 1,169 1,332
Other current assets 7 4,892 6,933
Total current assets 1,13,384 1,05,254
Total assets 3,32,027 2,36,024
Equity and Liabilities
Equity
Equity share capital 11 1,024 1,024
Other equity 13 1,13,597 1,18,168
Total equity 1,14,621 1,19,192
Liabilities
Non-current liabilities
Financial liabilities 20
(i) Borrowings 14 81,253 14,755
(ii) Lease liabilities 15 8,123 6,666
(iii) Other financial liabilities 18 12,573 -
Other non- current liabilities 19 4,002 -
Deferred tax liabilities 6 7,097 7,725
Provisions 16 1,473 1,135
Total non-current liabilities 1,14,521 30,281

Current liabilities
Financial liabilities 20
(i) Borrowings 14 35,078 29,358
(ii) Lease liabilities 15 719 621
(iii) Trade payables 17
(A) Total outstanding dues of micro enterprises and small enterprises 349 793
(B) Total outstanding dues other than micro enterprises and small enterprises 51,283 48,913
(iv) Other financial liabilities 18 14,368 5,657
Provisions 16 244 374
Current tax liabilities (net) 6 89 64
Other current liabilities 19 755 771
1,02,885 86,551
Total Current liabilities 2,17,406 1,16,832
Total equity and liabilities 3,32,027 2,36,024
Notes 1 to 40 form an integral part of these consolidated financial statements
In terms of our report attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149
Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar
Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)
Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
C G Sethuram Sanjay Sinha T Rajagopalan
Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 207

Consolidated Statement of Profit and Loss

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)
Year ended Year ended
Note
31 March 2024 31 March 2023
Income
Revenue from operations 21 2,08,313 2,13,224
Other income 22 1,934 3,015
Total income 2,10,247 2,16,239
Expenses
Cost of materials consumed 23 1,66,999 1,51,594
Purchase of stock-in-trade 23 1,613 262
Changes in inventories of finished goods, work-in-progress and 24 (2,210) 1,261
stock-in-trade
Employee benefits expense 25 7,982 7,872
Finance costs 26 4,171 3,125
Depreciation and amortisation expenses 3 6,320 5,568
Other expenses 27 28,827 33,616
Total expenses 2,13,702 2,03,298
Profit before tax (3,455) 12,941
Tax expense 6
- Current tax 1,105 3,790
- Deferred tax (681) 168
Total tax expense 424 3,958
Profit / (Loss) for the year (3,879) 8,983
Other comprehensive income:
(A) Items that will be reclassified to profit or loss
- Exchange differences on translation of foreign operations 746 4,249
746 4,249
(B) Items that will not be reclassified to profit or loss
- Re-measurements of defined benefit liabilities 16 (37) 40
- Equity instruments through other comprehensive income 152 (20)
- Income tax relating to items that will not be reclassified to 6 (17) (1)
profit and loss
98 19
Other comprehensive income for the year, net of tax (A + B) 844 4,268
Total comprehensive income / (Loss) for the year (3,035) 13,251
Earnings per equity share on Profit for the year 28
Basic and diluted (in `) (3.79) 8.77
Notes 1 to 40 form an integral part of these consolidated financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
208 | Thirumalai Chemicals Limited

Consolidated Statement of Changes in Equity

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

A. Equity Share Capital

As at 31 March 2024

Changes in equity share capital during

Balance at the beginning of the year Balance at the end of the year
the current year

1,024 - 1,024

As at 31 March 2023
Changes in equity share capital during
Balance at the beginning of the year Balance at the end of the year
the current year
1,024 - 1024

B. Other Equity
As at 31 March 2024
Reserves and Surplus Other sources
Accumulated Total other
Particulars Capital
General Security Retained other equity
reserve on
reserve Premium earnings comprehensive
acquisition
income*
Balances at 31 March 2022 4,283 3,282 1,971 80,471 17,470 1,07,477
Profit for the year - - - 8,983 - 8,983
Dividend paid (relating to - - - (2,560) - (2,560)
2021-22)
Other comprehensive income - - - 35 4,233 4,268
Balances at 31 March 2023 4,283 3,282 1,971 86,929 21,703 1,18,168
Profit for the year - - - (3,879) - (3,879)
Dividend paid (relating to - - - (1,536) - (1,536)
2022-23)
Other comprehensive income - - - (28) 872 844
Balances at 31 March 2024 4,283 3,282 1,971 81,486 22,575 1,13,597
*Refer note 13 (e)
Notes 1 to 40 form an integral part of these consolidated financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 209

Consolidated Cash flow statement

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Year ended Year ended

31 March 2024 31 March 2023
A. Cash flow from operating activites
Profit / (Loss) before tax (3,455) 12,941
Adjustments for:
Depreciation and amortisation expense 6,320 5,568
Interest expense 4,171 3,125
Interest income (1,057) (1,638)
Dividend income from investments (730) (337)
Provision for employee benefits 337 268
Provision for expected credit losses - 2
Profit on sale of property, plant and equipment, net (5) (11)
Excess provisions/ sundry balances written back (net) (50) (27)
Unrealised forex loss/ (gain), net 324 (1,107)
Gain on fair valuation of derivatives - (1)
Discount receivable (231) (234)
Operating profit before working capital changes 5,624 18,549

Movements in working capital:

(Increase) / decrease in trade and other receivables (7,315) 5,216
(Increase) / decrease in inventories 6,870 (7,442)
Decrease in other financial assets 8,294 142
Increase in other assets (4,443) (5,686)
Decrease in trade and other payables 4,494 2,646
(Increase) / Decrease in provisions & other liabilities 12,333 (22)
Increase in other financial liabilities (1,368) (1,182)
Cash generated from operations 24,489 12,221
Direct tax paid (net) (784) (6,808)
Net cash inflow from operations 23,705 5,413

B. Cash flow from investing activities

Proceeds from sale of property, plant and equipment 8 89
Capital expenditure on property, plant & equipment, capital work in progress (81,074) (36,275)
and intangible assets including capital advances
Interest received 884 1,626
Purchase of investments (544) (334)
Proceeds from sale / (purchase) of mutual funds (net) (3,407) 5,148
Dividend received 730 337
Movement in balances with bank other than those mentioned in cash & cash 313 (6,487)
equivalents
Net cash used in investing activities (83,090) (35,896)
210 | Thirumalai Chemicals Limited

Consolidated Cash flow statement

for the year ended 31 March 2024
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Year ended Year ended

31 March 2024 31 March 2023
C. Cash flow from finance activities
Proceeds from borrowings (Refer note 14) 1,20,016 33,747
Repayment of borrowings (49,591) (6,548)
Payment of lease liabilities (Refer note 35) (685) (439)
Government grant received 3,974 -
Interest paid relating to borrowings (6,501) (1,960)
Other borrowing cost (1,409) (1,660)
Dividend paid (1,536) (2,560)
Net cash generated from financing activities 64,268 20,580

D. Net cash inflows / (outflows) during the year 4,883 (9,903)

E. Cash and cash equivalents at the beginning of the year 34,957 42,488
F. Effect of exchange rate fluctuations on foreign currency cash and cash 720 2,372
equivalents
G. Cash and cash equivalents at the end of the year 40,560 34,957

Cash and cash equivalents comprise of:

Cash on hand 4 3
Balances with banks - in current accounts 14,313 24,843
Deposit accounts (with original maturity less than 3 months) 26,243 10,111
Cash and cash equivalents as per financials 40,560 34,957

Notes 1 to 40 form an integral part of these consolidated financial statements

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
 Financial Statements Annual Report 2023-24 | 211

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

1 General Information acquisition of assets for processing and their realization

Thirumalai Chemicals Limited (‘the Holding Company’) in cash and cash equivalents, the Group has ascertained
is a public limited company domiciled in India and its operating cycle up to twelve months for the purpose
incorporated under the provisions of the Companies of current – non-current classification of assets and
Act. The Company and its subsidiaries (collectively ‘the liabilities.
Group’) are principally in the activities of manufacturing Material Accounting policies have been consistently
and selling chemicals. The shares of the Holding applied except where a newly issued accounting
Company are listed on stock exchanges in India. standard is initially adopted or a revision to an existing
The Holding Company has its registered office at accounting standard requires a change in the accounting
Thirumalai House, Plot No. 101-102, Road No. 29, Sion(East), policy hitherto in use.
Mumbai - 400 022, India and factories at (1) 25-A Sipcot Certain comparative figures have been reclassified,
Industrial Complex, Ranipet - 632 403, Tamil Nadu, India; wherever necessary, to conform to the presentation
(2) 16&17, Engineering SEZ, Sipcot Industrial Complex, adopted in the consolidated financial statements. These
Phase III, Ponnai Road, Ranipet - 632 405, Tamil Nadu, reclassifications were not significant and have no impact
India (3), Plot No.D-2/CH/171B, GIDC Estate, Dahej, Phase- on the total assets, total liabilities, total equity and profit
II, Tal.Vagra, Bharuch, Gujarat- 392 130, India. of the Group.
These consolidated financial statements were authorized 2.2 Principles of Consolidation
for issue by the Holding Company’s Board of Directors
The consolidated financial statements comprise the
on 15 May 2024.
financial statements of the Holding Company and all of
2 Material accounting policy information its subsidiaries as listed below. The financial statements
of the subsidiaries forming part of these consolidated
2.1 
Basis of preparation of consolidated financial financial statements are drawn up to 31 March 2024. All
statements
material inter-company transactions and balances are
The consolidated financial statements of the Group have eliminated on consolidation.
been prepared and presented in accordance with Indian
Accounting Standards (Ind AS) as per Companies (Indian % of holding either
directly or through
Accounting Standards) Rules, 2015 and Companies Name of the Country of subsidiary as at
(Indian Accounting Standard) Amendment Rules, 2016 subsidiary incorporation
31 March 31 March
as notified under section 133 of Companies Act, 2013 (the 2024 2023
“Act”) and other relevant provisions of the Act. Lapiz Europe Ltd. United 100 100
(Lapiz) Kingdom
These consolidated financial statements have been
Cheminvest Pte Ltd. Singapore 100 100
prepared on a historical cost convention on accrual basis,
(Cheminvest)
except for certain financial assets and financial liabilities
Optimistic Organic Malaysia 100 100
(including derivative instruments), which are measured Sdn Bhd. (OOSB)
at fair value. TCL Global B.V. Netherlands 100 100
The consolidated financial statements are prepared in TCL Inc. USA 100 100
accordance with the principles and procedures required TCL Specialties LLC. USA 100 100
for the preparation and presentation of consolidated TCL Intermediates India 100
financial statements as laid down under Ind AS 110 - Private Limited
Consolidated Financial Statements, as specified in the Subsidiaries
Ind ASs notified by the Companies (Indian Accounting
Subsidiaries are all entities over which the Group
Standards) Rules, 2015 and Companies (Indian
exercises control. The Group controls an entity when
Accounting Standards) Amendment Rules, 2016.
the Group is exposed to or has rights to, variable returns
All assets and liabilities have been classified as current or from its involvement with the entity and has the ability to
non-current as per the Group’s normal operating cycle affect those returns through its power to direct relevant
and other criteria set out in Schedule III to the Act. Based activities of the entity. Subsidiaries are fully consolidated
on the nature of products and the time between the from the date on which the control is transferred to the
212 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Group and are deconsolidated from the date the control these estimates considering different assumptions and
ceases. conditions.
The financial statements of the Holding Company and Estimates and underlying assumptions are reviewed
its subsidiaries have been consolidated on a line-by-line on an ongoing basis. Revisions to accounting estimates
basis by adding together like items of assets, liabilities, are recognised in the period in which the estimates are
equity, income and expenses, after fully eliminating intra- revised and future periods are affected. The estimates
group transactions, intra-group balances, and resulting and assumptions that have a significant risk of causing
unrealised profits or losses, unless cost cannot be a material adjustment to the carrying values of assets
recovered, as per the applicable accounting standard. and liabilities within the next financial year are discussed
Accounting policies of the respective subsidiaries are below.
aligned wherever necessary so as to ensure consistency (i) Deferred income tax assets and liabilities
with the accounting policies that are adopted by the Significant management judgment is required to
Group under Ind AS. determine the amount of deferred tax assets that
Profit or loss of subsidiaries acquired or disposed can be recognised, based upon the likely timing and
during the year is recognised from the effective date the level of future taxable profits. The amount of total
of acquisition, or up to the effective date of disposal, as deferred tax assets could change if management
applicable. estimates of projected future taxable income or if
tax regulations undergo a change.
Excess of acquisition cost over the carrying amount of
the Holding Company’s share of equity of the acquiree (ii) Useful lives of property, plant and equipment
at the date of acquisition is recognised as goodwill. In (‘PPE’) and intangible assets
cases where the share of the equity in the acquiree as Property, Plant and Equipment/ Intangible Assets
on the date of acquisition is in excess of acquisition cost, are depreciated/amortised over their estimated
such excess of share in equity is recognised as ‘Capital useful life, after taking into account estimated
reserve on acquisition’ and classified under ‘Reserves residual value. Management reviews the estimated
and Surplus’. useful life and residual values of the assets annually
in order to determine the amount of depreciation/
2.3 Functional and presentation currency amortisation to be recorded during any reporting
The consolidated financial statements are presented in period. The useful life and residual values are
Indian Rupees (`), which is also the functional currency based on the Group’s historical experience with
of the Holding Company. All amounts have been rounded similar assets and take into account anticipated
off to the nearest lakhs, except share data and as technological changes, expected level of usage and
otherwise stated. product life-cycle. The depreciation/ amortisation
for future periods is revised if there are significant
All the amounts below the rounding off norms adopted
changes from previous estimates.
by the Company are disclosed as “0”.
(iii) Employee benefit obligations
2.4  
Critical accounting estimates, assumptions and Employee benefit obligations are determined
judgements using actuarial valuations. An actuarial valuation
The preparation of the consolidated financial statements involves making various assumptions that may
in conformity with generally accepted accounting differ from actual developments. These include the
principles requires management to make estimates, estimation of the appropriate discount rate, future
assumptions and judgements that affect the reported salary increases and mortality rates. Due to the
amounts of assets and liabilities and disclosures as at complexities involved in the valuation and its long-
the date of the consolidated financial statements and the term nature, the employee benefit obligation is
reported amounts of income and expense for the periods highly sensitive to changes in these assumptions. All
reported. assumptions are reviewed at each reporting date.
The estimates and associated assumptions are based (iv) Provisions and contingencies
on historical experience and other factors that are From time to time, the Group is subject to legal
considered to be relevant. Actual results may differ from proceedings, the ultimate outcome of each being
 Financial Statements Annual Report 2023-24 | 213

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

subject to uncertainties inherent in litigation. A Extension and termination options are included
provision for litigation is made when it is considered in many of the leases. In determining the lease
probable that a payment will be made and the term, the management considers all facts and
amount can be reasonably estimated. Significant circumstances that create an economic incentive
judgement is required when evaluating the provision to exercise an extension option, or not exercise a
including, the probability of an unfavorable outcome termination option. See also Note 2.12, Summary
and the ability to make a reasonable estimate of the of Significant Accounting Policies, for further
amount of potential loss. Litigation provisions are information regarding leases policy.
reviewed at each accounting period and revisions (vii) Impairment of non-financial assets
made for the changes in facts and circumstances. The Group assesses at each reporting date whether
Contingent liabilities are disclosed in the notes there is an indication that an asset may be impaired.
forming part of the financial statements. Contingent If any indication exists, or when annual impairment
assets are not disclosed in the consolidated financial testing for an asset is required, the Group estimates
statements unless an inflow of economic benefits is the asset’s recoverable amount. An asset’s
probable. recoverable amount is the higher of an asset’s or
(v) Recognition of property, plant and equipment CGU’s fair value less costs of disposal and its value
(PPE) and Capital work in progress in use. It is determined for an individual asset, unless
Significant level of judgement is involved in the asset does not generate cash inflows that are
assessing whether the expenditure incurred meets largely independent of those from other assets or
the recognition criteria under Ind AS 16 Property, groups of assets. Where the carrying amount of an
Plant and Equipment. Also estimates are involved asset or CGU exceeds its recoverable amount, the
in determining the cost attributable to bringing the asset is considered impaired and is written down to
assets to the location and condition necessary for it its recoverable amount. In assessing value in use,
to be capable of operating in the manner intended the estimated future cash flows are discounted to
by the management. their present value using a pre-tax discount rate
(vi) Leases (including determination of incremental that reflects current market assessments of the time
borrowing rate) value of money and the risks specific to the asset. In
Certain leases have extension options and determining fair value less costs of disposal, recent
termination options; extension options are only market transactions are taken into account. If no
included in the lease term and lease liability if the such transactions can be identified, an appropriate
lease is reasonably certain to be extended. Potential valuation model is used. These calculations are
future cash outflows related to renewal options which corroborated by valuation multiples, quoted share
are not reasonably certain to be extended have not prices for publicly traded entities or other available
been included in lease liabilities. Where practicable, fair value indicators.
the Group seek to include extension options in new
2.5 Foreign currency transaction and translation
lease agreements to provide operational flexibility.
a) Foreign Transactions
The extension options held are exercisable only
  On initial recognition, all foreign currency
by the Group and not by the lessors. The Group
transactions are recorded at exchange rates
assesses at lease commencement whether it is
prevailing on the date of the transaction. Monetary
reasonably certain to exercise the extension and
assets and liabilities, denominated in a foreign
termination options. The Group reassesses whether
currency, are translated at the exchange rate
it is reasonably certain to exercise the options if
prevailing on the Balance Sheet date and the
there is a significant event or significant change in
resultant exchange gains or losses are recognised
circumstances within its control and affects whether
in the Statement of Profit and Loss. A monetary item
the Group is reasonably certain to exercise an option
for which settlement is neither planned nor likely to
not previously included in its determination of the
occur in the foreseeable future is considered as a
lease term, or not to exercise an option previously
part of the entity’s net investment in that foreign
included in its determination of the lease term.
operation.
214 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

b) Foreign operations goods are delivered as this is the point in time that
 For the purpose of presenting consolidated the consideration is unconditional because only the
financial statements, the assets and liabilities of the passage of time is required before the payment is
Holding Company’s foreign operations that have a due.
functional currency other than Indian rupees are
These activity-specific revenue recognition criteria
translated into Indian rupees using exchange rates
are based on the goods or services provided to the
prevailing at the reporting date. Income and expense
customer and the contract conditions in each case,
items are translated at the average exchange rates
and are as described below.
for the period. Exchange differences arising, if any,
are recognized in other comprehensive income (i) Sale of chemicals
and held in foreign currency translation reserve Revenue from sale of chemicals is recognised when
(FCTR), a component of equity, except to the extent control of the product is transferred to the customer,
that the translation difference is allocated to non being when the products are delivered, accepted
controlling interest. When a foreign operation is and acknowledged by customers and there is no
disposed of, the relevant amount recognized in unfulfilled obligation that could affect the customer’s
FCTR is transferred to the consolidated statement acceptance of the product. Revenue from the sale
of income as part of the profit or loss on disposal. is recognised based on the price specified in the
Goodwill and fair value adjustments arising on the contract, net of rebates and discounts.
acquisition of a foreign operation are treated as (ii) Income from wind operated generators
assets and liabilities of the foreign operation and Revenue from sale of power is recognised on the
translated at the exchange rate prevailing at the basis of electrical units generated and transmitted
reporting date. to the grid of Electricity Board which coincides
2.6 Revenue from contracts with customers with completion of performance obligation as per
To determine whether to recognise revenue from the agreement. Revenue is recognised using the
contracts with customers, the Group follows a transaction price as stipulated in the agreement
5-step process: with the customer.

1 Identifying the contract with customer (iii) Income from operating lease
Rental income from operating leases is recognised
2 Identifying the performance obligations
on a straight‑line basis over the period of the lease
3 Determining the transaction price unless the payments are structured to increase in
4 
Allocating the transaction price to the line with expected general inflation to compensate
performance obligations for the lessor’s expected inflationary cost increases.

5 Recognising revenue when/as performance (iv) Sale of scrap

obligation(s) are satisfied. Revenue from sale of scrap is recognised as and
when the control over the goods is transferred.
Revenue from contracts with customers for
products sold and service provided is recognised (v) Export benefits
when control of promised products or services Export incentives are recognised as income as per
are transferred to the customer at an amount the terms of the scheme in respect of the exports
that reflects the consideration to which the Group made and included as part of other operating
expects to be entitled in exchange for those goods income.
or services. Revenue is measured based on the 2.7 
Recognition of Dividend Income, Interest
consideration to which the Group expects to be income or expense
entitled in a contract with a customer and excludes   Dividend income is recognised when the
Goods and services taxes and is net of rebates unconditional right to receive the income is
and discounts. No element of financing is deemed established. Interest income or expense is
present as the sales are made with a credit term recognised using the effective interest method.
of 60-90 days, which is consistent with market The ‘effective interest rate’ is the rate that exactly
practice. A receivable is recognised when the discounts estimated future cash payments or
 Financial Statements Annual Report 2023-24 | 215

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

receipts through the expected life of the financial Parts of an item of PPE having different useful
instrument to: lives and significant value and subsequent
expenditure on Property, Plant and Equipment
- the gross carrying amount of the financial
arising on account of capital improvement or
asset; or
other factors are accounted for as separate
- the amortised cost of the financial liability. components only when it is probable that
In calculating interest income and expense, the future economic benefits associated with the
effective interest rate is applied to the gross item will flow to the Group and the cost of the
carrying amount of the asset (when the asset item can be measured reliably. The carrying
is not credit-impaired) or to the amortised cost amount of any component accounted for as a
of the liability. However, for financial assets that separate asset is derecognised when replaced.
have become credit-impaired subsequent to All other repairs and maintenance are charged
initial recognition, interest income is calculated by to profit or loss during the reporting period in
applying the effective interest rate to the amortised which they are incurred.
cost of the financial asset. If the asset is no longer Gains or losses arising on the disposal of
credit-impaired, then the calculation of interest property, plant and equipment are determined
income reverts to the gross basis. as the difference between the disposal
2.8  roperty, plant and equipment and Intangible
P proceeds and the carrying amount of the
Assets assets and are recognised in the statement
(i) Plant and equipment of profit and loss within other income or other
Plant and other equipment (comprising plant expenses.
and machinery, furniture and fittings, electrical
The components of assets are capitalised only
equipment, office equipment, computers and
if the life of the components vary significantly
vehicles) are initially recognised at acquisition
and whose cost is significant in relation to the
cost, including any costs directly attributable
cost of respective asset. The life of components
to bringing the assets to the location and
in assets are determined based on technical
condition necessary for them to be capable
assessment and past history of replacement
of operating in the manner intended by the
of such components in the assets.
management. Plant and other equipment
are subsequently measured at cost less Property, plant and equipment are carried at
accumulated depreciation and any impairment the cost of acquisition or construction less
losses. accumulated depreciation and accumulated
impairment, if any. The cost of property, plant
Major shutdown and overhaul expenditure
and equipment includes non-refundable
is capitalised as the activities undertaken
taxes, duties, freight, professional fees, for
improves the economic benefits expected
qualifying assets, borrowing costs capitalised
to arise from the asset Assets in the course
in accordance with the Group’s accounting
of construction are capitalised in the assets
policy based on Ind AS 23 – Borrowing costs
under construction account (Capital work
and other incidental expenses related to the
in progress). At the point when an asset is
acquisition and installation of the respective
operating at management’s intended use,
assets. Property, plant and equipment which
the cost of construction is transferred to the
are retired from active use and are held for
appropriate category of property, plant and
disposal are stated at the lower of their net
equipment and depreciation commences.
book value or net realizable value. Cost of
Costs associated with the commissioning of
property, plant and equipment not ready for
an asset and any obligatory decommissioning
the intended use as at balance sheet date are
costs are capitalised where the asset is
disclosed as “capital work-in-progress”.
available for use but incapable of operating
at normal levels until a year of commissioning (ii) Land
has been completed. Revenue generated from Land (other than investment property) held for
production during the trial period is capitalised. use in production or administration is stated
216 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

at cost. As no finite useful life for land can be unit. With the exception of goodwill, all assets
determined, related carrying amounts are not are subsequently reassessed for indications
depreciated. that an impairment loss previously recognised
may no longer exist. An impairment loss is
(iii) Intangible assets
reversed if the asset’s or cash-generating
Intangible assets acquired separately are
unit’s recoverable amount exceeds its carrying
measured at cost of acquisition. Following initial
amount.
recognition, intangible assets are carried at cost
less accumulated amortization and impairment (v) Depreciation and amortization
losses, if any. The amortization of an intangible Depreciation on property, plant and equipment
asset with a finite useful life reflects the manner is provided on straight line method and in
in which the economic benefit is expected to be the manner prescribed in Schedule II to
generated. the Companies Act, 2013, over its useful life
specified in the Act, or based on the useful life
(iv) Impairment testing of intangible assets and
property, plant and equipment of the assets as estimated by Management
For the purpose of impairment assessment, based on technical evaluation and advice. The
assets are grouped at the lowest levels for which residual value is generally assessed as 5% of the
there are largely independent cash inflows acquisition cost which is considered to be the
(cash-generating units). As a result, some amount recoverable at the end of the asset’s
assets are tested individually for impairment useful life. The residual values, useful lives and
and some are tested at cash-generating unit method of depreciation of property, plant and
level. equipment is reviewed at each financial year
end.
All individual assets or cash-generating units
are tested for impairment whenever events Major overhaul costs are depreciated over the
or changes in circumstances indicate that the estimated life of the economic benefit derived
carrying amount may not be recoverable. from the overhaul. The carrying amount
of the remaining previous overhaul cost is
An impairment loss is recognised for the charged to the Statement of Profit and Loss
amount by which the asset’s (or cash- if the next overhaul is undertaken earlier than
generating unit’s) carrying amount exceeds its the previously estimated life of the economic
recoverable amount, which is the higher of fair benefit.
value less costs of disposal and value-in-use.
To determine the value-in-use, management The Management’s estimates of the useful life
estimates expected future cash flows from of various categories of fixed assets where
each cash-generating unit and determines estimates of useful life are lower than the
a suitable discount rate in order to calculate useful life specified in Part C of Schedule II to
the present value of those cash flows. The the Companies Act, 2013 are as under:
data used for impairment testing procedures
Category of fixed As Per Management
are directly linked to the Group’s latest assets Schedule II estimate
approved budget, adjusted as necessary to
Specific 10 years 5 years
exclude the effects of future reorganizations
laboratory
and asset enhancements. Discount factors
equipments
are determined individually for each cash-
generating unit and reflect current market Office 5 years 2 years
assessments of the time value of money and equipments
asset-specific risk factors. (mobile phones)
Catalyst 15 years 3 years
Impairment losses for cash-generating units
reduce first the carrying amount of any 2.9 Research and development expenses
goodwill allocated to that cash-generating unit. Expenditures on research activities undertaken with
Any remaining impairment loss is charged pro the prospect of gaining new scientific or technical
rata to the other assets in the cash-generating knowledge and understanding are recognised as
 Financial Statements Annual Report 2023-24 | 217

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

expense in the statement of profit and loss when are not paid at that date. The lease payments
incurred. are discounted using the interest rate implicit in
the lease, if that rate can be readily determined,
Expenditure incurred on property, plant and
if that rate is not readily determined, the
equipment used for research and development is
lease payments are discounted using the
capitalised and depreciated in accordance with the
incremental borrowing rate that the Group
depreciation policy of the Group.
would have to pay to borrow funds, including
2.10 Leases the consideration of factors such as the nature
(a) The Group as a lessee of the asset and location, collateral, market
The Group evaluates each contract or terms and conditions, as applicable in a similar
arrangement, whether it qualifies as lease as economic environment.
defined under Ind AS 116. After the commencement date, the amount
The Group determines the lease term as the of lease liabilities is increased to reflect the
non-cancellable period of a lease, together accretion of interest and reduced for the lease
with periods covered by an option to extend payments made.
the lease, where the Group is reasonably The Group recognizes the amount of the re-
certain to exercise that option. measurement of lease liability as an adjustment
The Group at the commencement of the lease to the right-of-use assets. Where the carrying
contract recognizes a Right-of-Use (RoU) asset amount of the right-of-use asset is reduced
at cost and corresponding lease liability, except to zero and there is a further reduction in the
for leases with term of less than twelve months measurement of the lease liability, the Group
(short term leases) and low-value assets. For recognizes any remaining amount of the re-
these short term and low value leases, the measurement in statement of profit and loss.
Group recognizes the lease payments as an Lease liability payments are classified as cash
operating expense on a straight-line basis used in financing activities in the statement of
over the lease term. The cost of the right-of- cash flows.
use asset comprises the amount of the initial
measurement of the lease liability, any lease (b) The Group as a lessor
payments made at or before the inception date Leases under which the Group is a lessor are
of the lease, plus any initial direct costs, less classified as finance or operating leases. Lease
any lease incentives received. Subsequently, contracts where all the risks and rewards are
the right-of-use assets are measured at substantially transferred to the lessee, the lease
cost less any accumulated depreciation and contracts are classified as finance leases. All
accumulated impairment losses, if any. other leases are classified as operating leases.

The right-of-use assets are depreciated 2.11 Financial instruments

using the straight-line method from the A financial instrument is any contract that gives rise
commencement date over the shorter of to a financial asset of one entity and a financial liability
lease term or useful life of right-of-use asset. or equity instrument of another entity. Financial
The estimated useful life of right-of-use assets assets other than equity instruments are classified
are determined on the same basis as those of into categories: financial assets at fair value through
property, plant and equipment. profit or loss and at amortised cost. Financial assets
that are equity instruments are classified as fair
The Group applies Ind AS 36 to determine
value through profit or loss or fair value through
whether an RoU asset is impaired and
other comprehensive income. Financial liabilities are
accounts for any identified impairment loss as
classified into financial liabilities at fair value through
described in the impairment of non-financial
profit or loss or amortised cost.
assets below.
Financial instruments are recognised on the
For lease liabilities at the commencement of
balance sheet when the Group becomes a party to
the lease, the Group measures the lease liability
the contractual provisions of the instrument.
at the present value of the lease payments that
218 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Initially, a financial instrument is recognised at b. Financial assets at fair value through other
its fair value except for trade receivable. Trade comprehensive income (FVOCI)
receivables that do not contain a significant Includes assets that are held within a business
financing component are measured at transaction model where the objective is both collecting
price. Transaction costs directly attributable to the contractual cash flows and selling financial
acquisition or issue of financial instruments are assets along with the contractual terms
recognised in determining the carrying amount, giving rise on specified dates to cash flows
if it is not classified as at fair value through profit that are solely payments of principal and
or loss. Subsequently, financial instruments are interest on the principal amount outstanding.
measured according to the category in which they At initial recognition, the Group, based on its
are classified. assessment, makes an irrevocable election to
present in other comprehensive income the
Classification and subsequent measurement of
financial assets changes in the fair value of an investment in
For the purpose of subsequent measurement of an equity instrument that is not held for trading.
financial assets are classified and measured based These selections are made on an instrument-
on the Group’s business model for managing by-instrument (i.e., share-by-share) basis. If the
the financial asset and the contractual cash flow Group decides to classify an equity instrument
characteristics of the financial asset at: as at FVOCI, then all fair value changes on the
a. Amortised cost instrument, excluding dividends, impairment
gains or losses and foreign exchange
b. Fair value through other comprehensive gains and losses, are recognised in other
income (FVOCI) or comprehensive income. There is no recycling
c. Fair value through profit and loss (FVTPL) of the amounts from OCI to profit or loss, even
on sale of investment. The dividends from such
All financial assets are reviewed for impairment instruments are recognised in statement of
at least at each reporting date to identify whether profit and loss.
there is any objective evidence that a financial asset
or a group of financial assets is impaired. Different The fair value of financial assets in this category
criteria to determine impairment are applied are determined by reference to active market
for each category of financial assets, which are transactions or using a valuation technique
described below. where no active market exists.

a. Financial assets at amortised cost The loss allowance at each reporting period
Includes assets that are held within a business is evaluated based on the expected credit
model where the objective is to hold the losses for next 12 months and credit risk
financial assets to collect contractual cash exposure. The Group shall also measure
flows and the contractual terms gives rise on the loss allowance for a financial instrument
specified dates to cash flows that are solely at an amount equal to the lifetime expected
payments of principal and interest on the credit losses if the credit risk on that financial
principal amount outstanding. instrument has increased significantly since
initial recognition. The loss allowance shall be
These assets are measured subsequently at recognised in other comprehensive income
amortised cost using the effective interest and shall not reduce the carrying amount of
method. The loss allowance at each reporting the financial asset in the balance sheet.
period is evaluated based on the expected
credit losses for next 12 months and credit c. Financial assets at fair value through profit
and loss (FVTPL)
risk exposure. The Group shall also measure
Financial assets at FVTPL include financial
the loss allowance for a financial instrument
assets that are designated at FVTPL upon
at an amount equal to the lifetime expected
initial recognition and financial assets that
credit losses if the credit risk on that financial
are not measured at amortised cost or at fair
instrument has increased significantly since
value through other comprehensive income.
initial recognition.
 Financial Statements Annual Report 2023-24 | 219

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

All derivative financial instruments fall into this this category are presented as current assets/
category, except for those designated and current liabilities if they are either held for
effective as hedging instruments, for which the trading or are expected to be realised within
hedge accounting requirements apply. Assets 12 months after the Balance Sheet date.
in this category are measured at fair value with - Classification and subsequent
gains or losses recognised in profit or loss. The measurement of financial liabilities
fair value of financial assets in this category Financial liabilities are classified, at initial
are determined by reference to active market recognition, as financial liabilities at fair value
transactions or using a valuation technique through profit or loss, loans and borrowings,
where no active market exists. payables, or as derivatives designated as
The loss allowance at each reporting period hedging instruments in an effective hedge,
is evaluated based on the expected credit as appropriate. All financial liabilities are
losses for next 12 months and credit risk recognised initially at fair value and, in the case
exposure. The Group shall also measure of loans and borrowings and payables, net of
the loss allowance for a financial instrument directly attributable transaction costs. The
at an amount equal to the lifetime expected Company’s financial liabilities include trade
credit losses if the credit risk on that financial and other payables, loans and borrowings
instrument has increased significantly since including bank overdrafts, financial guarantee
initial recognition. The loss allowance shall be contracts and derivative financial instruments.
recognised in profit and loss. Subsequent measurement
d. Derivative financial instruments For purposes of subsequent measurement,
The Group holds derivative financial financial liabilities are classified in two
instruments such as foreign exchange categories:
forward and options contracts to mitigate the
risk of changes in exchange rates on foreign • Financial liabilities at fair value through
currency exposures. The counterparty for profit or loss
these contracts is generally a bank. • Financial liabilities at amortised cost
Financial assets or financial liabilities, at fair (loans and borrowings)
value through profit or loss:
Financial liabilities at fair value through
This category are primarily derivative financial profit or loss
assets or liabilities which are not designated Financial liabilities at fair value through profit
as hedges. Although the Group believes that or loss include financial liabilities held for
these derivatives constitute hedges from an trading and financial liabilities designated
economic perspective, they may not qualify for upon initial recognition as at fair value through
hedge accounting under Ind AS 109, Financial profit or loss. Financial liabilities are classified
Instruments. as held for trading if they are incurred for the
Any derivative that is either not designated as purpose of repurchasing in the near term. This
hedge, or is so designated but is ineffective as category also includes derivative financial
per Ind AS 109, is categorised as a financial instruments entered into by the Company that
asset or financial liability, at fair value through are not designated as hedging instruments in
profit or loss. Derivatives not designated hedge relationships as defined by Ind AS 109.
as hedges are recognised initially at fair Separated embedded derivatives are also
value and attributable transaction costs are classified as held for trading unless they are
recognised in net profit in the Statement of designated as effective hedging instruments.
Profit and Loss when incurred. Subsequent Gains or losses on liabilities held for trading
to initial recognition, these derivatives are are recognised in the profit or loss.
measured at fair value through profit or loss Financial liabilities designated upon initial
and the resulting exchange gains or losses are recognition at fair value through profit or loss
included in other income. Assets/ liabilities in are designated as such at the initial date of
220 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

recognition, and only if the criteria in Ind AS other items held for use in the production of
109 are satisfied. For liabilities designated as inventories are not written down below cost
FVTPL, fair value gains/ losses attributable to if the finished products in which they will be
changes in own credit risk are recognized in incorporated are expected to be sold at or
OCI. These gains/ losses are not subsequently above cost. Cost is determined on a First in
transferred to P&L. However, the Company First out basis.
may transfer the cumulative gain or loss within (ii) Work in progress and finished goods
equity. All other changes in fair value of such Work in progress and finished goods are valued
liability are recognised in the statement of profit at lower of cost and net realizable value. Cost
and loss. The Company has not designated includes the combined cost of material, labour
any financial liability as at fair value through and a proportion of manufacturing overheads
profit or loss. based on normal operating capacity. Cost of
Financial liabilities at amortised cost (Loans finished goods includes excise duty, wherever
and borrowings) applicable. Cost is determined on a First in First
This is the category most relevant to out basis. Net realisable value is the estimated
the Company. After initial recognition, selling price in the ordinary course of business,
interest-bearing loans and borrowings are less estimated costs of completion and to
subsequently measured at amortised cost make the sale.
using the EIR method. Gains and losses are
(iii) Stores and Spares
recognised in profit or loss when the liabilities
Stores and spares consists of packing
are derecognised as well as through the EIR
m ate r i a l s , e n g i n e e r i n g s p a re s a n d
amortisation process.
consumables (such as lubricants, cotton
Amortised cost is calculated by taking waste and oils), which are used in operating
into account any discount or premium on machines or consumed as indirect materials in
acquisition and fees or costs that are an the manufacturing process, has been valued
integral part of the EIR. The EIR amortisation is using weighted average cost method.
included as finance costs in the statement of
The cost comprises of costs of purchase, duties
profit and loss.
and taxes (other than those subsequently
Financial guarantee contracts recoverable), conversion cost and other costs
Financial guarantee contracts are contracts incurred in bringing the inventories to their
that require the issuer to make specified present location and condition. Net realisable
payments to reimburse the holder for a loss it value is the estimated selling price in the
incurs because a specified party fails to make ordinary course of business less estimated
payments when due, in accordance with the cost to completion and applicable selling
terms of a debt instrument. Such financial expenses.
guarantees are given to banks on behalf of the
Subsidiaries to secure loans, overdrafts and 2.13 
Post-employment benefits and short-term
employee benefits
other banking facilities. Financial guarantee
I. Indian entities
contracts are initially measured at fair value
(a) Defined contribution plan
and subsequently measured at the higher of:
Contribution to Provident Fund in India and other
• The amount of the loss allowance; and • The
defined contribution plans in the other entities of the
premium received on initial recognition less
Group are in the nature of defined contribution plan
income recognized in accordance with the
and are made to a recognised fund.
principles of Ind AS 115..
Contribution to Superannuation Fund is in the nature
2.12 Inventories
of defined contribution plan and is remitted to
(i) Raw materials insurance company in accordance with the scheme
Raw materials are valued at lower of cost and framed by the Corporation.
net realisable value. However, materials and
 Financial Statements Annual Report 2023-24 | 221

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

The Group has no legal or constructive obligations of plan assets. The Group estimates the DBO
to pay contributions in addition to its fixed annually with the assistance of independent
contributions, which are recognised as an expense actuaries. This is based on standard rates
in the period that related employee services are of inflation, salary growth rate and mortality.
received. Discount factors are determined close to
(i) Provident fund each year-end by reference to Government
The Holding Company makes contribution to securities that are denominated in the currency
the statutory provident fund in accordance in which the benefits will be paid and that have
with Employees Provident Fund and terms to maturity approximating the terms of
Miscellaneous Provisions Act, 1952, which is the related gratuity liability.
a defined contribution plan, and contribution Service cost on the Group’s defined benefit
paid or payable is recognised as an expense plan is included in employee benefits
in the period in which it falls due. Contributions expense. Employee contributions, all of which
to defined contribution pension scheme are are independent of the number of years of
recognised as an expense in the period which service, are treated as a reduction of service
the related service is performed. cost. Actuarial gains and losses resulting from
(ii) Other funds measurements of the net defined benefit
The Group’s contribution towards defined liability are included in other comprehensive
contribution plan is accrued in compliance income.
with the requirement of the domestic laws of (ii) Leave salary - compensated absences
the countries in which the consolidated entities The Group also extends defined benefit
operate in the year of which the contributions plans in the form of compensated absences
are done. Payments to defined contribution to employees. Provision for compensated
retirement benefit plans are charged as an absences is made on actuarial valuation basis.
expense as they fall due.
II. Overseas entities
(iii) Superannuation fund (a) Defined contribution
Contribution made towards Superannuation The Group’s contribution towards defined
Fund (funded by payments to an insurance contribution plan is accrued in compliance with the
company) which is a defined contribution plan, requirement of the domestic laws of the countries in
is charged as expenses on accrual basis. There which the consolidated entities operate in the year
are no obligations other than the contribution of which the contributions are done. Payments to
made to respective fund. defined contribution retirement benefit plans are
(b) Defined benefit Plan charged as an expense as they fall due.
Under the Group’s defined benefit plans, the amount (b) Defined benefit liability
of benefit that an employee will receive on retirement The Group estimates the defined benefit liability
is defined by reference to the employee’s length of annually. The actual outcome may vary due to
service and final salary. The legal obligation for any estimation uncertainties. The estimate of its defined
benefits remains with the Group, even if plan assets benefit liability is based on standard rates of inflation,
for funding the defined benefit plan have been set medical cost trends and mortality. It also takes into
aside. Plan assets may include assets specifically account the Group’s specific anticipation of future
designated to a long-term benefit fund as well as salary increases. Discount factors are determined
qualifying insurance policies. close to each year-end by reference to high quality
corporate bonds that are denominated in the
The defined benefit funds maintained by the Group
currency in which the benefits will be paid and that
are as below
have terms to maturity approximating to the terms of
(i) Gratuity the related pension liability. Estimation uncertainties
The liability recognised in the statement of exist particularly with regard to medical cost trends,
financial position for defined benefit plans is the which may vary significantly in future appraisals of
present value of the defined benefit obligation the Group’s defined benefit obligations.
(DBO) at the reporting date less the fair value
222 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

2.14 Borrowing cost period. While determining the tax provisions,

Borrowing costs directly attributable to the the Group assesses whether each uncertain
acquisition, construction or production of a tax position is to be considered separately
qualifying asset are capitalised during the period of or together with one or more uncertain
time that is necessary to complete and prepare the tax positions depending the nature and
asset for its intended use or sale. Other borrowing circumstances of each uncertain tax position.
costs are expensed in the period in which they are The Group offsets current tax assets and
incurred and reported in finance costs. current tax liabilities, where it has a legally
2.15 Earnings per equity share enforceable right to set off the recognized
amounts and where it intends either to settle
Basic earnings per equity share is calculated by
on a net basis, or to realize the asset and
dividing the total profit for the period attributable
liability simultaneously.
to equity shareholders (after deducting attributable
taxes) by the weighted average number of equity Deferred income tax assets are recognized
shares outstanding during the period. The weighted to the extent it is probable that taxable profit
average number of equity shares outstanding will be available against which the deductible
during the period is adjusted for events including temporary differences and the carry forward
a bonus issue, bonus element in a rights issue to of unused tax credits and unused tax losses
existing shareholders, share split and reverse share can be utilized.
split (consolidation of shares). In this scenario, the
(ii) 
Deferred income tax is recognized using the
number of equity shares outstanding increases
balance sheet approach. Deferred income
without an increase in resources due to which the
tax assets and liabilities are recognized for
number of equity shares outstanding before the
deductible and taxable temporary differences
event is adjusted for the proportionate change in
arising between the tax base of assets and
the number of equity shares outstanding as if the
liabilities and their carrying amount in financial
event had occurred at the beginning of the earliest
statements, except when the deferred income
period reported.
tax arises from the initial recognition of
For the purpose of calculating diluted earnings per goodwill or an asset or liability in a transaction
share, the net profit or loss for the period attributable that is not a business combination and affects
to equity shareholders and the weighted average neither accounting nor taxable profits or loss
number of shares outstanding during the period at the time of the transaction.
are adjusted for the effects of all dilutive potential Deferred income tax assets are recognized
equity shares. to the extent it is probable that taxable profit
will be available against which the deductible
2.16 Income tax
temporary differences and the carry forward
Income tax comprises current and deferred tax. of unused tax credits and unused tax losses
Income tax expense is recognized in the statement can be utilized.
of profit and loss except to the extent it relates to a
business combination, or items directly recognized Deferred income tax liabilities are recognized
in equity or in other comprehensive income. for all taxable temporary differences except in
respect of taxable temporary differences that
(i) Current income tax
is expected to reverse within the tax holiday
Current income tax for the current and prior
period.
periods are measured at the amount expected
to be recovered from or paid to the taxation The carrying amount of deferred income tax
authorities based on the taxable income for assets is reviewed at each reporting date
the period. The tax rates and tax laws used to and reduced to the extent that it is no longer
compute the current tax amounts are those probable that sufficient taxable profit will be
that are enacted or substantively enacted as available to allow all or part of the deferred
at the reporting date and applicable for the income tax asset to be utilized.
 Financial Statements Annual Report 2023-24 | 223

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

Deferred income tax assets and liabilities are probable. Such situations are disclosed as contingent
measured at the tax rates that are expected to liabilities if the outflow of resources is remote.
apply in the period when the asset is realized or
The Group does not recognise contingent assets
the liability is settled, based on tax rates (and tax
unless the realization of the income is virtually
laws) that have been enacted or substantively
certain, however these are assessed continually
enacted at the reporting date.
to ensure that the developments are appropriately
The Group offsets deferred income tax assets disclosed in the consolidated financial statements.
and liabilities, where it has a legally enforceable
2.18 Cash and cash equivalents
right to offset current tax assets against current
tax liabilities, and they relate to taxes levied Cash and cash equivalents comprise cash on hand
by the same taxation authority on either the and demand deposits, together with other short-
same taxable entity, or on different taxable term, highly liquid investments maturing within 3
entities where there is an intention to settle the months from the date of acquisition that are readily
current tax liabilities and assets on a net basis convertible into known amounts of cash and which
or their tax assets and liabilities will be realized are subject to an insignificant risk of changes in
simultaneously. value.

2.17 Contingent liabilities and provisions 2.19 Government grants

Provisions are recognised when the Group has a Government grants are recognised where there is
present legal or constructive obligation as a result reasonable assurance that the grant will be received,
of a past event, it is probable that an outflow of and all attached conditions will be complied with.
economic resources will be required from the Group When the grant relates to an expense item, it is
and amounts can be estimated reliably. Timing or recognised as income on a systematic basis over the
amount of the outflow may still be uncertain. periods that the related costs, for which it is intended
to compensate, are expensed. Government grants
Provisions are measured at the estimated relating to the purchase of assets are included in
expenditure required to settle the present obligation, non-current liabilities as deferred income and are
based on the most reliable evidence available at the credited to profit or loss on a straight line basis over
reporting date, including the risks and uncertainties the expected useful lives of the related assets and
associated with the present obligation. Where there presented with other income. When loans or similar
are a number of similar obligations, the likelihood assistance are provided by governments or related
that an outflow will be required in settlement is institutions, with an interest rate below the current
determined by considering the class of obligations applicable market rate, the effect of this favourable
as a whole. Provisions are discounted to their present interest is regarded as a government grant. The loan
values, where the time value of money is material. or assistance is initially recognised and measured
Any reimbursement that the Group is virtually at fair value and the government grant is measured
certain to collect from a third party with respect to as the difference between the initial carrying value
the obligation is recognised as a separate asset. of the loan and the proceeds received. The loan
However, this asset may not exceed the amount of is subsequently measured as per the accounting
the related provision. policy applicable to financial liabilities. A forgivable
loan from government is treated as a government
No liability is recognised if an outflow of economic grant when there is reasonable assurance that the
resources as a result of present obligations is not entity will meet the terms for forgiveness of the loan.
Summary of material accounting policies and other explanatory information
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

3 a) Property, plant and equipment, Intangible assets, Capital work-in-progress and Right of use assets.
Intangible
Property, plant and equipment
Capital Right assets
Particulars Wind Furniture work-in- of use
Freehold Buildings Plant and Office Computer progress assets Computer
operated and Vehicles Total
land and roads equipment equipment equipments software
generators fixtures
Gross block
224 | Thirumalai Chemicals Limited

Balance as at 31 March 7,074 3,048 67,386 571 183 222 264 144 78,892 6,364 4,289 110
2022
Additions - 13 2,364 - 18 50 56 84 2,585 35,617 7,097 20
Transfer on capitalisation - 904 864 - - - - 3 1,771 (1,771) - -
Disposals - - (2,625) - - (19) (41) (1) (2,686) - - -
Exchange fluctuations - 111 2,951 - 2 8 9 - 3,081 429 285 -
Balance as at 31 March 7,074 4,076 70,940 571 203 261 288 230 83,643 40,639 11,671 130
2023
Additions - - 2,162 - 32 28 27 39 2,288 84,791 1,704 8
Transfer on capitalisation - 978 5,093 - - - - - 6,071 (6,071) - -
Disposals - - (3,257) - (3) (13) - - (3,273) - (38) -
Exchange fluctuations - 20 536 - - 2 2 - 560 602 114 -
Balance as at 31 March 7,074 5,074 75,474 571 232 278 317 269 89,289 1,19,961 13,451 138
2024
Accumulated depreciation/
amortisation
Balance up to 31 March 2022 - 773 21,796 210 87 131 154 66 23,217 - 382 104
Depreciation/amortisation for - 259 4,706 35 15 30 35 48 5,128 - 433 7
the year
Reversal on disposal of assets - - (2,548) - - (19) (39) (1) (2,607) - - -
Exchange fluctuations - 47 1,583 - 1 6 6 - 1,643 - 25 -
Balance up to 31 March 2023 - 1,079 25,537 245 103 148 156 113 27,381 - 840 111
Summary of material accounting policies and other explanatory information
(All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

3 a) Property, plant and equipment, Intangible assets, Capital work-in-progress and Right of use assets. (Contd.)
Intangible
Property, plant and equipment
Capital Right assets
Particulars Wind Furniture work-in- of use
Freehold Buildings Plant and Office Computer progress assets Computer
operated and Vehicles Total
Financial Statements

land and roads equipment equipment equipments software

generators fixtures
Depreciation / amortisation - 308 5,165 35 19 28 36 59 5,650 - 660 10
for the year
Reversal on disposal of assets - - (3,257) - (1) (12) - - (3,270) - - -
Exchange fluctuations - 9 312 - - 1 1 1 324 - 5 -
Balance up to 31 March 2024 - 1,396 27,757 280 121 165 193 173 30,085 - 1,505 121
Net block
Balance as at 31 March 2023 7,074 2,997 45,403 326 100 113 132 117 56,262 40,639 10,831 19
Balance as at 31 March 2024 7,074 3,678 47,717 291 111 113 124 96 59,204 1,19,961 11,946 17
Notes:
(i) Of the above, both movable & immovable property, plant and equipment has been pledged as collateral for term loan from bank (Also, refer note 14).
(ii) For contractual commitment with respect to property, plant and equipment refer Note 34 (c).
(iii) The lease liabilities arising out of addition to Right of use asset has been fully paid at the inception of the respective leases, for assets other than those mentioned in
note 35.
(iv) Additions to capital work-in-progress during the year includes borrowing cost of `5,631 lakhs (Previous Year `600 lakhs), which is capitalized as per Ind As 23 (Also
Refer note 26).
(v) Refer note 35 (b) for class of underlying assets for right of use.
(vi) With respect to property, plant and equipment (including capital work-in-progress and right-of-use assets) amounting to `18,302 lakhs (included above) in respect of
one subsidiary company, management, during the year has done a detailed evaluation on the recoverability of these property, plant and equipment (including capital
work-in-progress and right-of-use assets). The Subsidiary Company reported losses for the financial year ended 31 March 2024 and 31 March 2023, which indicated
that the carrying amounts of the related property, plant and equipment (including capital work-in-progress and right-of-use assets) , may be impaired. Consequently, the
Company has performed an impairment assessment on the property, plant and equipment (including capital work-in-progress and right-of-use assets) by estimating
the recoverable amounts. Estimating the value-in-use (“VIU”) requires the Subsidiary Company to make an estimate of the expected future cash flows, which include
the revenue, from the continuing use of the asset, and discounted at an appropriate rate to reflect the current market assessments of the time value of money and
the risks specific to the asset for which the cash flow estimates have not been adjusted. The pre-tax discount rate applied to the cash flow projections is 12.61%. The
recoverable amount of the PPE and ROU is determined from VIU calculation based on cash flow forecasts for the remaining estimated useful life of the plant.
Annual Report 2023-24 | 225
226 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

3 a) Property, plant and equipment, Intangible assets, Capital work-in-progress and Right of use assets.
(Contd.)
b) Capital work in progress - ageing
i) As at 31 March 2024
Amount in CWIP for a period of
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) Projects in Progress 90,674 28,532 691 64 1,19,961
(ii) Projects temporarily suspended - - - - -
Total 90,674 28,532 691 64 1,19,961

ii) As at 31 March 2023

Amount in CWIP for a period of
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
(i) Projects in Progress 35,010 5,629 - - 40,639
(ii) Projects temporarily suspended - - - -
Total 35,010 5,629 - - 40,639

4 Investments
As at As at
31 March 2024 31 March 2023
I. Non-current investments
Investments designated at FVOCI
Investments in equity instruments
Quoted
5,000 (31 March 2023: 5,000) equity shares of Neyveli Lignite Corporation 11 4
Limited at `10 each fully paid up
1,410 (31 March 2023: 1,410) equity shares of Piramal Enterprises Limited at 12 10
`2 each fully paid up
500 (31 March 2023: 500) equity shares of Tata Power Limited at `1 each fully 2 1
paid up
41,98,837 (31 March 2023: 40,55,000) equity shares of Ultramarine and 13,916 13,219
Pigments Limited at `2 each fully paid up
Total non-current investments 13,941 13,234
Aggregate amount of:
- Quoted investments and market value thereof 13,941 13,234
II. Current investments
Investments in mutual funds designated at FVTPL
Quoted
SBI Liquid Fund- Direct Plan -(Current year 73,334 units; Previous year: Nil) 1,261 -
ICICI Prudential Ultra Short Term Fund-(Current year 3,80,158 units; Previous 1,369 -
year: Nil)
HDFC Ultrashort Term Fund-(Current year 16,380 units; Previous year: Nil) 777 -
Total current investments 3,407 -
Aggregate amount of:
- Quoted investments and market value thereof 3,407 -
 Financial Statements Annual Report 2023-24 | 227

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)
III. Disclosure under rule 11(e) of the Companies (Audit and Auditors) Rules, 2014 (as amended)
Name of the Company Classification
Thirumalai Chemicals Limited Funding Party
TCL Global B.V. Intermediary 1
TCL Inc. Intermediary 2
TCL Specialties LLC. Ultimate Beneficiary

a) Details of Investment from Funding Party to Intermediary 1

Date EUR `in lakhs Investments towards
13-Aug-19 25,000 20 Share Capital

Date USD `in lakhs Investments towards

23-Mar-20 50,000 38
15-Jul-20 2,00,000 151
11-Dec-20 5,00,000 369
2-Jun-21 50,00,000 3,660
6-Sep-21 32,50,000 2,377
24-Sep-21 32,50,000 2,397 Further investment in Equity in Ultimate beneficiary
27-Oct-21 30,00,000 2,250 through Intermediary 1 and Intermediary 2
29-Dec-21 20,00,000 1,502
3-Mar-22 20,00,000 1,506
7-Apr-22 10,00,000 760
6-May-22 44,99,985 3,442
6-May-22 2,50,015 192
2,50,00,000 18,644

b) Details of Loan from Funding Party to Intermediary 1

Date USD `in lakhs Amount towards
25-Nov-22 2,50,00,000 20,393 Loan for further lending to Intermediary 2

c) Details of Loan repaid to Funding Party by Intermediary 1

Date USD `in lakhs Amount towards
14-Sep-23 2,50,00,000 20,778 Loan repaid

d) Details of Investment from Intermediary 1 to Intermediary 2

Date USD Investments towards Share Capital
24-Feb-20 1,000
30-Mar-20 1,000
31-Mar-20 49,000
17-Jul-20 1,00,000
20-Jul-20 1,00,000
17-Dec-20 1,00,000 Further investment in Equity of Ultimate beneficiary through
18-Dec-20 4,00,000 Intermediary 2.
4-Jun-21 20,00,000
7-Jun-21 20,00,000
8-Jun-21 10,00,000
9-Sep-21 20,00,000
10-Sep-21 12,50,000
228 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)

d) Details of Investment from Intermediary 1 to Intermediary 2

Date USD Investments towards Share Capital
28-Sep-21 20,00,000
29-Sep-21 12,50,000
28-Oct-21 10,00,000
29-Oct-21 20,00,000
3-Jan-22 20,00,000 Further investment in Equity of Ultimate beneficiary through
9-Mar-22 10,00,000 Intermediary 2.
10-Mar-22 10,00,000
11-Apr-22 10,00,000
16-May-22 30,00,000
17-May-22 17,50,000
2,50,01,000

e) Details of Loan from Intermediary 1 to Intermediary 2

Date USD Amount towards
30-Nov-22 2,50,00,000 Loan for further lending to ultimate beneficiary

f) Details of Loan from Intermediary 2 to Intermediary 1

Date USD Amount towards
14-Sep-23 2,50,00,000 Loan repaid

g) Details of Investment from Intermediary 2 to Ultimate Beneficiary

i) Towards Share Capital
Date USD Remarks
1-Apr-20 50,000
30-Jul-20 1,98,434
22-Dec-20 50,000
28-Dec-20 4,45,000
9-Jun-21 50,00,000
15-Sep-21 32,50,000 Amount received as Capital Contribution from funding party through
30-Sep-21 32,50,000 intermediaries
29-Oct-21 30,00,000
5-Jan-22 20,00,000
15-Mar-22 19,86,566
11-Apr-22 10,00,000
18-May-22 47,50,000
2,49,80,000

ii) Loan received by ultimate beneficiary

Date USD Amount towards
30-Nov-22 2,50,00,000 The funding party, through intermediaries, provided a loan for carrying
out construction activities by the ultimate beneficiary.

iii) Loan repaid by ultimate beneficiary

Date USD Amount towards
14-Sep-23 2,50,00,000 Loan repaid
 Financial Statements Annual Report 2023-24 | 229

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

4 Investments (Contd.)
Notes:
1) The management certifies that relevant provisions of the Foreign Exchange Management Act, 1999 and Companies Act,
2013 have been complied with for such transactions and the transactions are not violative of the Prevention of Money-
Laundering Act, 2002.
2) During the year the holding company had provided Corporate Guarantee to a amount of `61,235 lakhs (USD 73.45 millions)
to TCL Specialities LLC and `45,200 lakhs to TCL Intermediates Private Limited.
3) Other than those disclosed above
i) no funds have been advanced or loaned or invested by the Holding Company and its Subsidiary Company to or in
any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
ii) No funds have been received by the Holding Company and its Subsidiary Company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that
the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

5 Other financial assets

(Unsecured, considered good unless and otherwise stated)
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Security deposits
- Unsecured, considered good 557 - 402 -
- Unsecured, considered doubtful 18 - 18 -
Less: Allowances for expected credit loss (18) - (18) -
Staff advances - 64 - 54
Receivable from supplier - 233 - 211
Derivative asset - 4 - 1
Claims receivable - - - 23
Others - 278 - 137
557 579 402 426

Notes:
(a) There are no financial assets due from directors or other officers of the Group.
(b) The carrying amount of cumulative other financial assets are considered as a reasonable approximation of fair value and
adequate allowances for losses have been provided.
(c) A description of the Group’s financial instrument risks, including risk management objectives and policies are given in note.
20.

6 Income tax
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
I. Income tax assets (net)
Taxes paid in advance (net) 475 1,169 595 1,332
475 1,169 595 1,332
230 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

6 Income tax (Contd.)

As at As at
31 March 2024 31 March 2023
II. Current tax liabilities (net)
Income tax liabilities (net) 89 64
89 64

Year ended Year ended

31 March 2024 31 March 2023
III. Amounts recognised in profit or loss
Current tax
Current period 1,105 3,790
Total current tax expense 1,105 3,790
Deferred tax attributable to
Origination and reversal of temporary differences (681) 168
Total deferred tax expense (681) 168
Income tax expense 424 3,958

IV. Amounts recognised in other comprehensive income

Year ended 31 March 2024 Year ended 31 March 2023
Before tax Tax Net of tax Before tax Tax Net of tax
- Exchange differences on translation of foreign 746 - 746 4,249 - 4,249
operations
- Re-measurements of defined benefit plans (37) 9 (28) 40 (10) 30
- Equity instruments through other 152 (26) 126 (20) 9 (11)
comprehensive income, net
861 (17) 844 4,269 (1) 4,268

V. Reconciliation of effective tax rate

The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective
tax rate of the Holding Company at 25.17% (2022-23: 25.17%) and the reported tax expense in the consolidated statement
of profit and loss are as follows:

Year ended 31 March 2024 Year ended 31 March 2023

Profit before tax (3,455) 12,941
Tax using the Holding Company's domestic tax rate 25.17% (870) 25.17% 3,257
Effect of:
Income exempt from tax or allowed as deduction 0.52% (18) -2.23% (288)
Expenses disallowed for tax purpose -8.08% 279 1.42% 184
Difference between Indian and Foreign taxes 1.39% (48) -0.66% (86)
Unrecognised deferred tax asset on subsidiary losses -31.95% 1,104 5.32% 688
Excess/under provision for previous year 0.64% (22) 0.77% 99
Others 0.03% (1) 0.80% 104
Actual tax expense -12.28% 424 30.59% 3,958
 Financial Statements Annual Report 2023-24 | 231

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

VI. Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Net deferred tax (assets)/

Deferred tax (assets) Deferred tax liabilities
liability
31 March 31 March 31 March 31 March 31 March 31 March
2024 2023 2024 2023 2024 2023
Provisions - employee benefits (404) (363) - - (404) (363)
Provisions - others (287) (259) - - (287) (259)
Tax on intra-group eliminations (142) (172) - - (142) (172)
Fair valuation of equity instruments - - 2,524 2,510 2,524 2,510
Property, plant and equipment - - 6,185 5,792 6,185 5,792
Tax on carried forward capital loss (815) (24) - - (815) (24)
Translation differences (6) (3) 42 244 36 241
Deferred tax (assets)/ liabilities (1,654) (821) 8,387 8,546 7,468 7,725

In assessing the recoverability of deferred income tax assets, management considers whether it is more likely than not that some
portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent
upon the generation of future taxable income during the periods in which the temporary differences become deductible. The
amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of
future taxable income during the carry forward period are reduced.

7 Other assets
(unsecured, considered good unless and otherwise stated)
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
a) Capital advances 3,551 - 6,924 -
b) Advance other than capital advance
i) Supplier advance - 1,591 - 2,189
c) Security deposits - 80 - -
d) Others
i) Balance with Government authorities 8,826 1,622 - 2,313
ii) Prepaid expenses 165 1,453 232 2,369
iii) Others - 146 1,632 62
12,542 4,892 8,788 6,933
All of the Group’s other current and non-current assets have been reviewed for indicators of impairment and no allowances for
losses is required to be provided.
232 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

8 Inventories
(valued at lower of cost and net realisable value)
As at As at
31 March 2024 31 March 2023
Raw materials 15,482 23,919
Work-in-progress 2,139 1,986
Finished goods 4,878 2,843
Stock-in-trade 60 38
Stores and spares 2,150 2,597
Fuel 176 253
Packing materials 198 281
25,083 31,917
Note
(i) Goods-in-transit included above are as below :
a. Raw materials 237 73
b. Finished goods 1,860 1,153
c. Fuel - 39
d. Stock-in-trade - 234

9 Trade receivables
As at As at
31 March 2024 31 March 2023
Current
Unsecured
(a) Considered good 18,315 10,193
(b) Trade Receivables – credit impaired 1,012 1,012
19,327 11,205
Allowance for expected credit loss:
(a) Trade Receivables – credit impaired (1,012) (1,012)
(1,012) (1,012)
Net trade receivables 18,315 10,193

Notes:
(i) Movement in allowance for expected credit loss

Year ended Year ended

31 March 2024 31 March 2023
Balance at the beginning of the year 1,012 1,012
Reversal during the year - -
Balance at the end of the year 1,012 1,012
(ii) Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. The carrying amount of the current
trade receivable is considered a reasonable approximation of fair value as it is expected to be collected within twelve months.
(iii) The Group’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 20.
(iv) There are no disputed trade receivables during the current year and previous year.
 Financial Statements Annual Report 2023-24 | 233

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

9 Trade receivables (Contd.)

Trade receivables ageing as on 31 March 2024
Outstanding for the following period from the due date
Particulars Less than 6 months 1 to 2 2 to 3 More than
Not due
6 month to 1 year years years 3 years
Total
(i) Undisputed Trade Receivables considered good 13,036 4,147 - 3 120 1,009 18,315
(ii) 
Undisputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired - - - - - 1,012 1,012
Total 13,036 4,147 - 3 120 2,021 19,327

Trade receivables ageing as on 31 March 2023

Outstanding for the following period from the due date
Particulars Less than 6 months 1 to 2 2 to 3 More than
Not due Total
6 month to 1 year years years 3 years
(i) Undisputed Trade Receivables considered good 8,770 1,216 68 139 - - 10,193
(ii) 
Undisputed Trade Receivables which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired - - - - 1,010 2 1,012
Total 8,770 1,216 68 139 1,010 2 11,205

10 Cash and bank balances

As at As at
31 March 2024 31 March 2023
Cash and cash equivalents
Balance with banks in current accounts 14,313 24,843
Cash on hand 4 3
Deposit accounts (with original maturity less than 3 months) 26,243 10,111
Cash and cash equivalents as per statement of cash flows 40,560 34,957
Bank balances other than mentioned in cash and cash equivalents
Unpaid dividend (Refer note (i) below) 135 135
Deposit accounts (with original maturity greater than 3 months upto 12 months) 625 10,760
Balances with bank held as margin money 6,046 8,601
Cash collateral against Huntington Loan (Refer note 18 (iii)) 12,573 -
19,379 19,496
59,939 54,453
i) Unpaid dividend included above represent amounts to be credited to the Investors Education and Protection Fund by the
Holding Company as and when they become due. There are no delays in transferring the amounts due for payment to the
Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the balance sheet date.
234 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

11 Equity share capital

As at 31 March 2024 As at 31 March 2023
Number ` in lakhs Number ` in lakhs
Authorised
Equity shares of `1 each 15,00,00,000 1,500 15,00,00,000 1,500
Unclassified shares of `10 each 1,00,00,000 1,000 1,00,00,000 1,000
16,00,00,000 2,500 16,00,00,000 2,500
Equity shares of `1 each 10,24,28,120 1,024 10,24,28,120 1,024
10,24,28,120 1,024 10,24,28,120 1,024
Subscribed and fully paid-up
Equity shares of `1 each 10,23,88,120 1,024 10,23,88,120 1,024
Add: Amount paid up on forfeited shares 40,000 - 40,000 -
10,24,28,120 1,024 10,24,28,120 1,024

a) There is no change in issued and subscribed share capital during the year.
b) Terms/ rights attached to equity shares
The Holding Company has one class of equity shares having a par value of `1 per share. The Holding Company declares and
pays dividends in Indian Rupees (`). The dividend proposed by the Board of Directors, if any, is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except interim dividend, which is approved by the Board of Directors.
Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Holding Company, the holders of
equity shares will be entitled to receive any of the remaining assets of the Holding Company, after distribution of all preferential
amounts. The distribution will be proportional to the number of equity shares held by the shareholders.
c) Shareholders holding more than 5% of the aggregate shares in the Holding Company

As at 31 March 2024 As at 31 March 2023

Number % holding Number % holding
Equity shares of `1 each
Ultramarine and Pigments Limited 2,04,51,770 19.97% 2,04,51,770 19.97%
Jasmine Limited 67,71,880 6.61% 67,71,880 6.61%
2,72,23,650 26.58% 2,72,23,650 26.58%

d) Share holding of promoters

As at 31 March 2024 As at 31 March 2023
Promoter name % Change % Change
% of total % of total
No. of shares during the No. of shares during the
shares shares
year year
Ultramarine & Pigments Limited 2,04,51,770 19.97% 0.00% 2,04,51,770 19.97% 0.00%
Jasmine Limited 67,71,880 6.61% 0.00% 67,71,880 6.61% 0.00%
Sujata Sampath Family Trust 29,50,155 2.88% 0.19% 29,44,655 2.87% 0.00%
Sampath Family Trust 29,50,155 2.88% 0.19% 29,44,655 2.87% 0.00%
Parthasarathy Rangaswamy 80,681 0.08% 16.12% 69,481 0.07% -97.14%
Bhooma Parthasarathy 39,200 0.04% 100.00% - 0.00% -100.00%
Indira Sundarrajan 18,74,210 1.83% 0.00% 18,74,210 1.83% 0.27%
Tara Parthasarathy 7,39,005 0.72% 0.91% 7,32,330 0.71% 2.88%
Meera Parthasarathy 6,90,850 0.67% -0.27% 6,92,730 0.68% 0.00%
Vidhya S 4,78,130 0.47% 0.00% 4,78,130 0.47% 0.00%
 Financial Statements Annual Report 2023-24 | 235

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

11 Equity share capital (Contd.)

As at 31 March 2024 As at 31 March 2023
Promoter name % Change % Change
% of total % of total
No. of shares during the No. of shares during the
shares shares
year year
Varadharajan S 4,35,205 0.42% 0.00% 4,35,205 0.42% -2.25%
Ramya Bharathram 3,38,920 0.33% 1.53% 3,33,820 0.33% 11.60%
Narayan S 1,61,000 0.16% -42.40% 2,79,526 0.27% 0.00%
Deepa Ajay 40,000 0.04% -72.66% 1,46,290 0.14% 0.00%
Sundararajan V S 58,730 0.06% 0.00% 58,730 0.06% 0.00%
Uttara B 40,000 0.04% 0.00% 40,000 0.04% 0.00%
Sampath R 36,000 0.04% 0.00% 36,000 0.04% 80.00%
Bharathram V 20,000 0.02% 0.00% 20,000 0.02% 33.33%
Sujata Sampath 10,000 0.01% 0.00% 10,000 0.01% 0.00%
Vidya Family Trust 9,750 0.01% 0.00% 9,750 0.01% 0.00%
Ramya Family Trust 8,800 0.01% 0.00% 8,800 0.01% 0.00%
R Parthasarathy Family Trust 23,98,330 2.34% 0.00% 23,98,330 2.34% 100.00%
Bhooma Parthasarathy Family Trust 23,33,950 2.28% 0.00% 23,33,950 2.28% 100.00%
Rangaswamy Parthasarathy HUF 5,500 0.01% 100.00% - 0.00% 0.00%
Gayathri Pravin 27,318 0.03% 100.00% - 0.00% 0.00%
4,29,49,539 41.93% 4,30,70,242 42.05%

e) The Holding Company had forfeited 40,000 equity shares of `1 each (31 March 2023: 40,000 equity shares of `1 each) on
which amount originally paid up was `22,500.
f) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way
of bonus issues and there were no buy back of shares during the last 5 years immediately preceding 31 March 2024.

g) Details of dividend paid:

Year ended Year ended
31 March 2024 31 March 2023
Date of meeting of board of directors 17-May-23 26-May-22
Dividend per share `1.50 `2.50
Cash outflow in lakhs 1,536 2,560
The board of directors, in its meeting on 15 May 2024, has recommended a final dividend of `1 per equity share for the
financial year ended 31 March 2024. The recommendation is subject to the approval of shareholders at the annual general
meeting and if approved would result in a cash out flow of approximately `1,024 lakhs.

12 Capital management policies and procedures

The Group’s capital management objectives are to ensure that it maintains a strong credit rating and healthy capital ratios
in order to support its business and maximise shareholder value. The Group manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group maintains a mixture of
cash and cash equivalents, long-term debt and short-term committed facilities that are designed to ensure it has sufficient
available funds for business requirements. There are no imposed capital requirements on the Group, whether statutory or
otherwise.
236 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

12 Capital management policies and procedures (Contd.)

The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net Debt is calculated as total borrowings (shown in note 14),
less cash and cash equivalents.
The Group’s net debt to equity ratio as at 31 March 2024 is as follows:
As at As at
31 March 2024 31 March 2023
Total borrowings 1,16,331 44,113
Less: Cash and cash equivalents (40,560) (34,957)
Net Debt 75,771 9,156
Total equity 1,14,621 1,19,192
Net Debt to equity ratio* 66% 8%
*The variance is majorly on account of additional loans obtained during the current year (Also, refer note 14)

13 Other equity
As at As at
31 March 2024 31 March 2023
I. Reserves and Surplus
(a) Securities premium 1,971 1,971
(b) Capital reserve on acquisition 3,282 3,282
(c) General reserve 4,283 4,283
(d) Retained earnings 81,486 86,929
Total Surplus 91,022 96,465
II. Other reserves
(e) Accumulated other comprehensive income 22,575 21,703
22,575 21,703
III. Total other equity (I+II) 1,13,597 1,18,168
(a) Securities premium
Balance at the beginning of the year 1,971 1,971
Add: Additions made during the year - -
Balance at the end of the year 1,971 1,971
Securities premium represents premium received on equity shares issued,
which can be utilised only in accordance with the provisions of the Act.
(b) Capital reserve on acquisition
Balance at the beginning of the year 3,282 3,282
Add : Additions made during the year - -
Balance at the end of the year 3,282 3,282
Capital reserve on acquisition represents the gains of capital nature which
mainly include the excess of value of net assets acquired over consideration
paid by the Group for business amalgamation transactions in earlier years.
(c) General reserve
Balance at the beginning of the year 4,283 4,283
Add: Additions made during the year - -
Balance at the end of the year 4,283 4,283
General reserve represents an appropriation of profits by the Group, which
can be utilised for purposes such as dividend payout etc.
 Financial Statements Annual Report 2023-24 | 237

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

13 Other equity (Contd.)

As at As at
31 March 2024 31 March 2023
(d) Retained earnings
Balance at the beginning of the year 86,929 80,471
Add : Transfer from statement of profit and loss (3,879) 8,983
Less : Final dividend (1,536) (2,560)
Less : Other comprehensive income (28) 35
Balance at the end of the year 81,486 86,929
Retained earnings comprises of prior years’ undistributed earnings after taxes,
which can be utilised for purposes such as dividend payout etc.
(e) Accumulated other comprehensive income
Balance at the beginning of the year 21,703 17,470
Add: Movement during the year 872 4,233
Balance at the end of the year 22,575 21,703
Accumulated other comprehensive income includes:
i) The Group has made an irrevocable election at initial recognition to recognise changes in fair value through OCI rather than
profit or loss as these are strategic investments and the Group considers this to be more relevant.
ii) Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as
described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified
to profit or loss when the net investment is disposed-off. .

14 Borrowings (measured at amortised cost)

As at As at
31 March 2024 31 March 2023
Non-current borrowings
Secured
Term loan from banks 64,823 7,465
Letter of credit bills discounting 10,739 701
Total 75,562 8,166
Unsecured
Term loans from others 5,691 6,589
5,691 6,589
Non-current borrowings 81,253 14,755
Current borrowings
Letter of credit bills discounting 7,447 25,928
Working Capital Demand Loan (WCDL) from bank 4,034 -
Preshipment Loan 1,928
Buyers Credit from bank 5,425 -
Current maturities of long-term loan from banks* 3,773 2,575
Interim loan from Huntington bank (Also, refer note 18 (iii)) 12,471 -
Premium financing liability (Unsecured) - 855
Current borrowings 35,078 29,358
Total Borrowings 1,16,331 44,113
* includes unsecured portion of ` 1,078 Lakhs
238 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

14 Borrowings (measured at amortised cost) (Contd.)

Notes:
i) As at 31 March 2024
Average
Non
Particulars Terms of repayment Security Currency Company rate of Current
Current
interest
Term loan Repayable in 20 equal Secured by way of first charge INR Thirumalai 8%-9% 295 204
from banks quarterly instalments of on both movable and immovable Chemicals
`50.25 lakhs, starting property, plant and equipment of Limited
from 31 October 2021 the Holding Company.
and ending on 31 July
2026.
Term loan Repayable in 24 equal Secured by way of first charge INR Thirumalai 8%-9% 1,493 1,006
from banks quarterly instalments of on both movable and immovable Chemicals
`250.62 lakhs, starting property, plant and equipment of Limited
from 31 October 2020 the Holding Company.
and ending on 31 July
2026.
Term loan Repayable in 20 equal Secured by way of first charge INR Thirumalai 8%-9% 672 1,357
from banks quarterly instalments of on both movable and immovable Chemicals
`338 lakhs starting from property, plant and equipment of Limited
30 November 2020 and the Holding Company.
ending on 31 Aug 2025.
Term loan Repayable in quarterly Secured by way of first charge INR TCL 9%-10% 11,046 -
from banks instalments starting from on property, plant and equipment Intermediates
June 2025 until March including work in progress of the Private
2031 Subsidiary Company. Limited
Term loan Repayable in quarterly Secured by way of first charge INR TCL 9%-10% 11,973 87
from banks instalments starting from on property, plant and equipment Intermediates
October 2025 until July including work in progress of the Private
2031 Subsidiary Company. Limited
Term loan Repayable in quarterly Secured by way of first charge INR TCL 9%-10% 5,321 41
from banks instalments starting from on property, plant and equipment Intermediates
August 2025 until May including work in progress of the Private
2031 Subsidiary Company. Limited
Term loan Repayable in 8 half yearly Unsecured USD Optimistic 2% 5,691 1,078
from others instalments, with the first Organic Sdn
instalment falling due on Bhd
August 2024.
Term loan Repayable in 20 1. First pari-passu charge on the USD TCL 8%-9% 34,022 -
from banks instalments starting from moveable fixed assets of the Specialties
31st March 2024 after a company except, leasehold LLC
moratorium of 24 months land and already existing
starting from 1 January structures thereon and lien
2025. marked assets in favour of the
state of West Virginia.
2. Negative lien on shares held by
Thirumalai Chemicals Limited,
India in TCL Specialties LLC
through its holding companies,
TCL Global B.V, Netherlands;
TCL Inc, United States.
3. Unconditional and irrevocable
corporate guarantee of M/s.
Thirumalai Chemicals Limited,
India till the currency of the
loan.
 Financial Statements Annual Report 2023-24 | 239

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

14 Borrowings (measured at amortised cost) (Contd.)

Average
Non
Particulars Terms of repayment Security Currency Company rate of Current
Current
interest
Interim Repayable in 1 instalment Loan is secured by a cash USD TCL 6%-7% - 12,471
loan from on December 2024. collateral provided by West Specialties
Huntington Virginia Economic Development LLC
Bank Authority (WVEDA)
Letter of Ranges from 60 days to First charge by way of INR Thirumalai 6%-9% - 1,620
credit bills one year hypothecation of current assets Chemicals
discounted of the Holding Company. Limited
Letter of Ranges from one month Secured by way of first charge INR TCL 7%- 10,739 4,092
credit bills to three years on capital goods purchased Intermediates 8.9%
discounted using such letter of credit of the Private
Subsidiary Company. Limited
Letter of 300 days from date of 1. First pari-passu charge on the USD TCL 7%-8% - 1,735
credit bills shipment moveable fixed assets of the Specialties
discounted company except, leasehold LLC
land and already existing
structures thereon and lien
marked assets in favour of the
state of West Virginia.
2. Negative lien on shares held by
Thirumalai Chemicals Limited,
India in TCL Specialties LLC
through its holding companies,
TCL Global B.V, Netherlands;
TCL Inc, United States.
3. Unconditional and irrevocable
corporate guarantee of M/s.
Thirumalai Chemicals Limited,
India till the currency of the
loan.
Working Based on drawing power First charge by way of INR Thirumalai 9.75% - 4,034
Capital hypothecation of current assets Chemicals
Demand of the Holding Company. Limited
Loan
Preshipment Ranges from 30 days to First charge by way of USD Thirumalai 6.47% - 1,928
Loan 180 days hypothecation of current assets Chemicals
of the Holding Company. Limited
Buyers Ranges from 60 days to First charge by way of USD Thirumalai 5.79% - 5,425
Credit 150 days hypothecation of current assets Chemicals
of the Holding Company. Limited
81,253 35,078
240 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

14 Borrowings (measured at amortised cost) (Contd.)

ii) As at 31 March 2023
Average
Non
Particulars Terms of repayment Security Currency Company rate of Current
Current
interest
Term loan Repayable in 24 equal Secured by way of first INR Thirumalai 8%-9% 2,776 724
from banks quarterly instalments of charge on both movable Chemicals
`251 lakhs, starting from and immovable property, Limited
31 October 2020 and plant and equipment of the
ending on 31 July 2026. Holding Company.
Term loan Repayable in 20 equal Secured by way of first INR Thirumalai 8%-9% 205 490
from banks quarterly instalments of charge on both movable Chemicals
`50 lakhs, starting from 31 and immovable property, Limited
October 2021 and ending plant and equipment of the
on 31 July 2026. Holding Company.
Term loan Repayable in 20 equal Secured by way of first INR Thirumalai 8%-9% 2,009 1,361
from banks quarterly instalments of charge on both movable Chemicals
`338 lakhs starting from and immovable property, Limited
30 November 2020 and plant and equipment of the
ending on 31 July 2025. Holding Company.
Term loan Repayable in 24 quarterly Secured by way of first INR TCL 8%-9% 2,475 -
from banks instalments starting from charge on property, plant Intermediates
June 2025 and ending on and equipment including Private Limited
30 June 2027. work in progress of the
Subsidiary Company.
Term loan Repayable in 8 half yearly Unsecured USD Optimistic 2% 6,589 -
from others instalments, with the first Organic Sdn
instalment falling due on Bhd
August 2024.
Letter of Ranges from 60 days to First charge by way of INR Thirumalai 4%-8% - 4,918
credit bills one year hypothecation of current Chemicals
discounted assets of the Holding Limited
Company amounting to
`87,320 lakhs
Letter of Ranges from 30 days to First charge on capital INR TCL 7% - 9% 701 287
credit bills three years goods purchased by the Intermediates
discounted Subsidiary Company using Private Limited
such Letter of credits.
Letter of Repayable within one year Secured by way of first USD Optimistic 5%- 7% - 169
credit bills charge on property, plant Organic Sdn
discounted and equipment including Bhd
work in progress of the
Subsidiary Company.
 Financial Statements Annual Report 2023-24 | 241

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

14 Borrowings (measured at amortised cost) (Contd.)

Average
Non
Particulars Terms of repayment Security Currency Company rate of Current
Current
interest
Bridge loan Repayable within one Secured by way of first USD Thirumalai 7% - 8% - 20,554
from EXIM year from the date of charge on movable Chemicals
Bank* sanction(i.e. October 2023) property, plant and Limited
or 14 days from date of equipment of the Holding
sanction of new loan to TCL Company.
Specialties LLC by EXIM
bank whichever is earlier.
Premium Repayable in two Unsecured USD TCL Specialties 6.25% - 855
financing installments falling due LLC
liability on 15 June 2023 and
15 September 2023
respectively.
14,755 29,358

*Obtained for the purpose of onward lending to TCL Specialties LLC.

a) Reconciliation of movement of liabilities to cash flows arising from financing activities:

Year ended Year ended
31 March 2024 31 March 2023
Balance at the beginning of the year 44,113 16,096
A) Changes from financing cash flows
(i) Proceeds from borrowings 1,20,460 33,772
(ii) Transaction costs related to borrowings (444) (25)
(iii) Repayment of borrowings (49,591) (6,548)
(iv) Interest paid (6,501) (1,960)
Total changes from financing cash flows 63,924 25,239
B) Other changes
(i) Interest accrued 8,068 1,902
(ii) Effect of changes in foreign exchange rates 226 876
Total other changes 8,294 2,778
Balance at the end of the year 1,16,331 44,113

15 Lease Liabilities
Year ended Year ended
31 March 2024 31 March 2023
Current 719 621
Non Current 8,123 6,666
Total 8,842 7,287
242 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

16 Provisions
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Provisions for employee benefits
(i) Gratuity 1,063 172 871 225
(ii) Compensated absences 410 72 264 149
1,473 244 1,135 374

Provision for employee benefits

i) Gratuity
Gratuity is payable to all the employees at the rate of 15 days salary for each year of service. In accordance with applicable
Indian laws, the Holding Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) covering eligible
employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion
of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn
salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the
reporting date.
The following table sets out the status of the Gratuity Plan and the amounts recognized in the financial statements :
As at As at
31 March 2024 31 March 2023
Change in present value of projected benefit obligation
Present value of benefit obligation at the beginning of the year 1,096 969
Interest cost 81 66
Current service cost 101 136
Benefits paid (80) (35)
Actuarial (gain)/ loss 37 (40)
Projected benefit obligation at the end of the year 1,235 1,096
Thereof
Unfunded 1,235 1,096
Components of net gratuity costs are:
Current service cost 101 136
Interest cost 81 66
Net gratuity costs recognised in the statement of Profit and Loss (Also, 182 202
refer note 25)
Actuarial (gain)/ loss recognised in other comprehensive income 37 (40)
Principal actuarial assumptions used:
a) Discount rate 7.20% 7.39%
b) Long-term rate of compensation increase 10.00% 10.00%
c) Average future service 7 - 8 years 7 - 8 years
d) Attrition rate 10.00% 10.00%
e) Mortality table Indian assured Indian assured
lives mortality lives mortality
(2012-14) urban (2012-14) urban
The estimates of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market. The above information is certified by the
actuary. The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet
date for the estimated term of the obligations.
 Financial Statements Annual Report 2023-24 | 243

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

16 Provisions (Contd.)
Employee benefits - Maturity profile
Particulars Less than 1 year Between 1-2 years Between 2-5 years Over 5 years Total
31 March 2024 169 165 407 1,317 2,058
31 March 2023 204 170 312 436 1,122
The weighted average duration of the deffined benefit plan obligation at the end of the reporting period is eight year (31
March 2023: 7 years)

Sensitivity Analysis
The significant actuarial assumptions for the determination of the defined benefit obligation are the attrition rate, discount
rate and the long-term rate of compensation increase. The calculation of the net defined benefit liability is sensitive to these
assumptions. The following table summarises the effects of changes in these actuarial assumptions on the defined benefit
liability.
Attrition rate Discount rate Future salary increases
Increase Decrease Increase Decrease Increase Decrease
31 March 2024
Sensitivity Level 0.50% -0.50% 0.50% -0.50% 0.50% 0.50%
Impact on defined benefit obligation (7) 8 (36) 38 37 (36)

Attrition rate Discount rate Future salary increases

Increase Decrease Increase Decrease Increase Decrease
31 March 2023
Sensitivity Level 0.50% -0.50% 0.50% -0.50% 0.50% 0.50%
Impact on defined benefit obligation (6) 7 (29) 31 30 (28)

In presenting the above sensitivity analysis the present value of the Defined Benefit Obligation has been calculated using
the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the
Defined Benefit Obligation as recognised in the balance sheet. There was no change in the methods and assumptions used
in preparing the sensitivity analysis from prior years.

ii) Compensated absences

The Holding Company permits encashment of compensated absences accumulated by their employees on retirement,
separation and during the course of service. The liability in respect of the Holding Company, for outstanding balance of
privilege leave at the balance sheet date is determined and provided on the basis of actuarial valuation performed by an
independent actuary. The Holding Company does not maintain any plan assets to fund its obligation towards compensated
absences.
The principal actuarial assumptions used to determine the liability are same as disclosed for gratuity above.

17 Trade payables
As at As at
31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small enterprises 349 793
(Also, refer note below)
Total outstanding dues other than micro enterprises and small enterprises 51,283 48,913
51,632 49,706
244 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

17 Trade payables (Contd.)

a) Trade payables ageing as on 31 March 2024
Out standing for the following period from the due date
Particulars Less than 1 More than 3
Not due 1 to 2 years 2 to 3 years Total
year years
(i) MSME 230 117 2 - - 349
(ii) Others 29,961 21,155 146 8 13 51,283
(iii) Disputed MSME - - - - - -
(iv) Disputed Others - - - - - -
Total 30,191 21,272 148 8 13 51,632

Trade payables ageing as on 31 March 2023

Out standing for the following period from the due date
Particulars Less than 1 More than 3
Not due 1 to 2 years 2 to 3 years Total
year years
(i) MSME 579 209 5 - - 793
(ii) Others 5,606 43,298 6 3 - 48,913
(iii) Disputed MSME - - - - -
(iv) Disputed Others - - - - -
Total 6,185 43,507 11 3 - 49,706
.
b) According to information available with the Management, on the basis of intimation received from suppliers
regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’),
the Holding Company has amounts due to Micro and Small Enterprises under the said Act as follows :
As at As at
31 March 2024 31 March 2023
i) a) Principal amount remaining unpaid included in Trade payables 349 793
b) Principal amount remaining unpaid included in Capital creditors 1,526 168
ii) Interest paid by the Holding Company in terms of Section 16 of MSMED Act, - -
2006, along with the amount of the payment made to the suppliers and
service providers beyond the appointed day during the year.
iii) The amount of interest due and payable for the period of delay in making - -
payment ( Which have been paid but beyond the appointed day during
the year ) without adding the interest specified under the Micro, Small and
Medium Enterprises Development Act, 2006.
iv) The amount of interest due accrued and remaining unpaid at the end of - 0.78
each accounting year.
v) Further interest remaining due and payable even in the succeeding years, - 0.78
until such date when the interest dues as above are actually paid to the
small enterprise for the purpose of disallowance as a deductible expenditure
under section 23 of the MSMED Act, 2006.

c) Supply chain financing

The Holding Company participates in a supply chain financing arrangement (SCF) which is disclosed under trade payables
under which its suppliers may elect to receive early payment of their invoice from a bank of their choice. Under the arrangement,
a bank agrees to pay amounts to a participating supplier in respect of invoices owed by the Holding Company and receives
settlement from the Holding Company at a later date.
The Holding Company has not derecognised the original liabilities to which the arrangement applies because neither a legal
release was obtained nor the original liability was substantially modified on entering into the arrangement. From the Holding
Company’s perspective, the arrangement does not extend payment terms beyond the normal terms agreed and therefore
 Financial Statements Annual Report 2023-24 | 245

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

17 Trade payables (Contd.)

discloses the amounts factored by suppliers within trade payables because the nature and function of the financial liability
remain the same as those of other trade payables. All payables under the SCF aggregating to `26,037 lakhs as at 31 March
2024 and `23,990 lakhs as at 31 March 2023 are classified as current.
The payments to the bank are included within operating cash flows because they continue to be part of the normal operating
cycle of the Holding Company and their principal nature remains operating – i.e. payments for the purchase of goods and
services. The payments to a supplier by the bank are considered non-cash transactions.

18 Other financial liabilities

As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Employee related payables - 820 - 684
Capital creditors - 13,071 - 4,100
Directors remuneration payable (Refer note 32(c)) - 47 - 587
Unpaid dividend - 135 - 135
Cash collateral received from WVEDA (Refer note (iii) below) 12,573 - - -
Other payables - 295 - 151
Total Financial Liabilities 12,573 14,368 - 5,657

Notes:
(i) Unpaid dividend included above represent amounts to be credited to the Investors Education and Protection Fund by
the Holding Company as and when they become due. There are no delays in transferring the amounts due for payment
to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the balance sheet
date.
(ii) The Group’s exposure to currency and liquidity risk related to the above financial liabilities is disclosed in note 20.
(iii) Represents amount received by the step down subsidiary TCL Specialties LLC (TCLS LLC) from West Virginia Economic
Development Authority (WVEDA) which is used as a cash collateral and marked as lien against an equivalent interim loan
granted by the Huntington Bank. Until the interim loan is repaid, TCLS LLC has no access to or control over the cash collateral
amount. The amount received from WVEDA will be converted into a permanent loan accordingly classified as non current
from the date of commercial production by TCLS LLC and the interim loan from Huntington Bank will be settled on that date.
An interest of 2% per annum is paid to WVEDA against the collateral granted. Also, refer note 10.

19 Other liabilities
As at 31 March 2024 As at 31 March 2023
Non-current Current Non-current Current
Deposits from service providers - 77 - 83
Statutory dues - 330 - 401
Advance from customers - 337 - 274
Other payables - 11 - 13
Deferred government grant * 4,002 - - -
4,002 755 - 771
* During the current year, TCL Specialties LLC, a step down subsidiary of the Holding Company has received a forgivable loan
of `4,002 lakhs from the Regional Economic Development authority in the State of West Virgina for the purpose of purchase of
certain assets. The Management is reasonably certain that the conditions attached to such loan will be satisfied and accordingly
the forgivable loan is treated as Government Grant in accordance with IND AS 20.
246 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments

I. Financial instruments by category
As at 31 March 2024 As at 31 March 2023
Amortised Amortised
FVTPL FVOCI FVTPL FVOCI
cost cost
Financial assets
Investments
- Equity instruments* - - 13,941 - - 13,234
- Mutual funds - 3,407 - - - -
Trade receivables 18,315 - - 10,193 - -
Cash and bank balances 59,939 - - 54,453 - -
Other financial assets 1,132 4 - 827 1 -
Total financial assets 79,386 3,411 13,941 65,473 1 13,234

As at 31 March 2024 As at 31 March 2023

Amortised Amortised
FVTPL FVOCI FVTPL FVOCI
cost cost
Financial liabilities
Borrowings 1,16,331 - - 44,113 - -
Lease liabilities 8,842 - - 7,287 - -
Trade payables 51,632 - - 49,706 - -
Other financial liabilities 26,941 - - 5,657 - -
Total financial liabilities 2,03,746 - - 1,06,763 - -
*Represents the equity securities which are not held for trading, and for which the Group has made an irrevocable election at
initial recognition to recognise changes in fair value through OCI rather than profit or loss as these are strategic investments
and the Group considers this to be more relevant.
II. Fair value hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows:
 Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
 Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.
 Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
 Financial Statements Annual Report 2023-24 | 247

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments (Contd.)

II. Fair value hierarchy (Contd.)
The following table presents fair value of hierarchy of assets measured at fair value as on 31 March 2024:

As at 31 March 2024
Fair value measurement using
Quoted prices in active Significant observable Significant unobservable
Total
markets (Level 1) inputs (Level 2) inputs (Level 3)
Assets measured at fair value:
FVOCI financial investments
Quoted equity instruments 13,941 13,941 - -
FVTPL financial investments
Mutual funds 3,407 3,407 - -
Derivative financial assets
Forward contracts 4 4 - -

As at 31 March 2023
Fair value measurement using
Quoted prices in active Significant observable Significant unobservable
Total
markets (Level 1) inputs (Level 2) inputs (Level 3)
Assets measured at fair value:
FVOCI financial investments
Quoted equity instruments 13,234 13,234 - -
FVTPL financial investments
Mutual funds - - - -
Derivative financial assets
Forward contracts 1 1 - -

Notes:
(i) Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the
closing price as at the reporting period. The mutual funds are valued using the closing NAV provided by the fund management
company at the end of each reporting year.
(ii) Level 2: If Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable, the instrument is classified as level 2
(iii) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
(iv) The Group has not disclosed the fair values for loans, cash and bank balances, trade receivables, other financial assets, trade
payables, and other financial liabilities because their carrying amounts are a reasonable approximation to the fair values.
(v) There have been no transfers between levels 1 and 2 during the year.

III. Financial risk management

The Group’s activities expose it to market risk, credit risk and liquidity risk. The Group’s risk management strategies focus
on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance.
The Group’s senior management which is supported by a Treasury Team manages these risks. The Treasury Team advises
on financial risks and the appropriate financial risk governance framework in accordance with the Group’s policies and
risk objectives. All derivative activities for risk management purposes are carried out by the Treasury Team that have the
appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes
may be undertaken.
248 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments (Contd.)

The notes below explains the sources of risk which the entity is exposed to and how the entity manages the risk.

Risk Exposure arising from Measurement Management

Credit risk Investments, trade receivables, Ageing analysis Credit Diversification of bank deposits,
cash and bank balances, loans, ratings and credit limits
other financial assets
Liquidity risk Trade and other payables, other Cash flow forecasts Receivable management,
financial liabilities availability of committed credit lines
and borrowing facilities
Market risk - interest Long term Borrowings Sensitivity analysis NA
rate
Market risk - foreign Recognised financial assets and Sensitivity analysis Forward foreign exchange
exchange liabilities not denominated in Indian contracts Foreign currency options
Rupee (`)
Market risk - security Investments in equity securities Sensitivity analysis Portfolio diversification
prices

A. Credit risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage
this, the Group periodically assesses the financial reliability of customers, taking into account the financial condition, current
economic trends, and analysis of historical bad debts and ageing of account receivables.
Trade receivables
In respect of trade receivables, the Group is not exposed to any significant credit risk exposure with any single counterparty
or any group of counterparties having similar characteristics other than those disclosed in note 9. Trade receivables consist
of a large number of customers in various geographical areas. Based on historical information about customer default rates
management considers the credit quality of trade receivables that are not past due or impaired to be good.
Loss allowance for trade receivables are recognised against trade receivables based on estimated irrecoverable amounts
determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current
financial position.
Cash and bank balances and investments
The credit risk for cash and cash equivalents, fixed deposits and mutual funds are considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
Other financial assets
Other financial assets mainly comprises of security deposits which are given to customers or other governmental agencies,
receivable from insurance company & suppliers in relation to contracts executed and are assessed by the Group for credit
risk on a continuous basis.

B. Liquidity risk
Liquidity risk is that the Group will not be able to meet its obligations as they become due. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The treasury
team’s risk management policy includes an appropriate liquidity risk management framework for the management of the
short-term, medium-term and long term funding and cash management requirements. The Group manages the liquidity
risk by maintaining adequate cash reserves, committed credit facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The
Group invests its surplus funds in bank fixed deposit and liquid schemes of mutual funds, which carry no/negligible mark
to market risks.
 Financial Statements Annual Report 2023-24 | 249

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments (Contd.)

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its
cash resources and trade receivables. The Group’s existing cash resources and trade receivables significantly exceed the
current cash outflow requirements. Cash flows from trade receivables are all contractually due within 60 to 90 days based
on the credit period.
The following are the remaining contractual maturities of financial liabilities at the reporting date:
Within 6 months 6 to 12 months 1 to 5 years Later than 5 years
As at 31 March 2024
Borrowings 23,415 21,064 81,339 22,925
Lease liabilities 334 409 2,748 38,553
Trade and other payables 51,632 - - -
Other financial liabilities 26,941 - - -
Total 1,02,322 21,473 84,087 61,478

Within 6 months 6 to 12 months 1 to 5 years Later than 5 years

As at 31 March 2023
Borrowings 27,055 1,810 15,815 1,065
Lease Liabilities 332 200 1,094 38,940
Trade and other payables 49,706 - - -
Other financial liabilities 5,657 - - -
Total 82,750 2,010 16,909 40,005

C. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, foreign exchange risk and other price risk, such
as equity price risk and commodity risk. The value of a financial instrument may change as a result of changes in the interest
rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market rates. The Group’s main exposure to interest risk arises from long term borrowing with floating rate. The Group
does not have any derivatives to hedge its interest rate risk exposure as at 31 March 2024.
Interest rate sensitivity analysis
The table below summarises the impact of increase /decrease of the interest rates at the reporting date, on the Group’s
equity and profit for the period. The analysis is based on the assumption of +/- 1% change.
Does not include interest cost incurred forwards qualifying assets in accordance with Ind AS since it does not have an
impact in entity’s profit or equity

Profit before tax Equity net of tax

Strengthening Weakening Strengthening Weakening
As at 31 March 2024
Term loan from bank 9 (9) 7 (7)

Profit before tax Equity net of tax

Strengthening Weakening Strengthening Weakening
As at 31 March 2023
Term loan from bank 8 (8) 6 (6)
250 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments (Contd.)

Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rate. The Group is exposed to transactional foreign currency risk to the extent that there is
a mismatch between the currencies in which revenues and purchases are denominated, and the respective functional
currency of the Group Companies. The functional currency of the Group Companies are primarily the Indian Rupee (`), US
Dollars (USD) and Euro (EUR). The currency in which these transactions are primarily denominated are in Indian Rupee (`),
US dollars (USD) and Euro (EUR).
Derivative financial instruments
The Group holds foreign currency options contracts to mitigate the risk of changes in exchange rates on foreign currency
exposures. The counterparty for these contracts is generally a bank. These derivative financial instruments are valued
based on Black Scholes model. Options contracts are mainly entered into for net foreign currency exposures that are not
expected to be offset by other same currency transactions.
The Group’s exposure to foreign currency risk at the end of the reporting period expressed in ` are as follows:
As at As at
31 March 2024 31 March 2023
USD USD
Financial assets
Loans - 22,198
Trade receivables 3,839 3,083
Cash and bank balances 1,729 551
Other financial assets 4 1
Financial liabilities
Trade and other payables 1,092 1,004
Other financial liabilities 7,350 20,554
Net assets/ (liabilities) (2,870) 4,275

The details in respect of outstanding foreign currency forward options are as follows:
31 March 2024 31 March 2023
USD in Millions ` in Lakhs USD in Millions ` in Lakhs
Forward contract in USD - Buy option - - 1.64 1,348
Forward contract in EUR (Buy) - - 0.10 90
Forward contract in USD - Sell option 3.30 2,764 3.00 2,467

The foreign exchange forward contracts mature within 12 months. ` figures above have been calculated based on spot rates
as at the reporting periods. The table below analyses the derivative financial instruments into relevant maturity groupings
based on the remaining period as at the Balance Sheet date (amount in millions of USD):
As at 31 March 2024 As at 31 March 2023
USD Contracts
Buy Sell Buy Sell
Not later than one month - 0.70 1.64 3.00
Later than one month and not later - 1.40 - -
than three months
Later than three months and not later - 1.20 - -
than one year
Total - 3.30 1.64 3.00
 Financial Statements Annual Report 2023-24 | 251

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

20 Disclosures on financial instruments (Contd.)

As at 31 March 2024 As at 31 March 2023
EUR Contracts
Buy Sell Buy Sell
Not later than one month (USD) - - 0.04 -
Later than one month and not later - - - -
than three months
Later than three months and not later - - 0.06 -
than one year
Total - - 0.10 -

Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee (`) against USD and EUR at 31 March would have
affected the measurement of financial instruments denominated in such foreign currencies and affected equity and profit
or loss by the amounts shown below. This analysis assumes that all other variables remain constant and also assumes a
+/- 1% change of the INR /USD exchange rate and INR/EUR exchange rate at 31 March 2024 (31 March 2023: 1%). If the INR
had strengthened against the USD by 1% during the year ended 31 March 2024 (31 March 2023: 1%) and EUR by 1% during
the year ended 31 March 2024 (31 March 2023: 1%) respectively then this would have had the following impact profit before
tax and equity net of tax:
Profit before tax Equity net of tax
Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2024
USD 16 (16) 12 (12)

Profit before tax Equity net of tax

Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2023
USD 32.00 (32.00) 24 (24)

Price risk
Equity price risk is related to the change in market price of the investments in quoted equity securities. The Group’s exposure
to equity security prices arises from investments held by the Group and classified in the balance sheet as FVOCI. In general,
these investments are strategic investments and are not held for trading purposes. Reports on the equity portfolio are
submitted to the Group’s senior management on a regular basis.
Sensitivity analysis (+/ - 1%)
OCI before tax OCI, net of tax
Particulars
Increase Decrease Increase Decrease
As at 31 March 2024
Quoted equity securities 139 (139) 123 (123)

OCI before tax OCI, net of tax

Particulars
Strengthening Weakening Strengthening Weakening
As at 31 March 2023
Quoted equity securities 132 (132) 117 (117)
252 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

21 Revenue from operations

Year ended Year ended
31 March 2024 31 March 2023
Sale of products
Manufactured goods 2,05,591 2,11,733
Traded goods 1,560 300
Gross sales 2,07,151 2,12,033
Other operating revenues
Sales of power from wind operated generators 136 122
Income from letting out of storage facility 368 356
Duty drawback benefit 122 140
Export incentive 183 115
Sale of scrap (net of taxes recovered) 353 458
1,162 1,191
2,08,313 2,13,224

22 Other income
Year ended Year ended
31 March 2024 31 March 2023
Interest income (Gross)* 1,057 1,652
Dividend income from investments # 730 337
Profit on sale of assets (net of loss on sales/ scraping of asset) 5 33
Rental income 43 49
Excess provisions/ Sundry balances written back (net) 50 27
Gain on foreign currency transaction/ translation (net) - 787
Insurance claims 32 94
Miscellaneous receipts 17 36
1,934 3,015
* Financial assets carried at amortized cost.
# Includes `203 Lakhs (previous year `198 Lakhs) with respect to equity instruments designated at FVOCI

23 Cost of materials consumed and purchase of stock-in-trade

Year ended Year ended
31 March 2024 31 March 2023
Inventory at the beginning of the year 23,919 15,434
Add : Purchases during the year 1,58,562 1,60,079
1,82,481 1,75,513
Less: Inventory at the end of the year 15,482 23,919
1,66,999 1,51,594

Purchase of stock-in-trade
Purchase of machinery spares and other chemicals 1,613 262
1,613 262
 Financial Statements Annual Report 2023-24 | 253

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

24 Changes in inventories of finished goods, work-in-progress and stock-in-trade

Year ended Year ended
31 March 2024 31 March 2023
Opening stock
Finished goods 2,843 3,428
Work-in-progress 1,986 1,851
Stock-in-trade 38 849
4,867 6,128
Closing stock
Finished goods 4,878 2,843
Work-in-progress 2,139 1,986
Stock-in-trade 60 38
7,077 4,867
Changes in inventories (2,210) 1,261

25 Employee benefits expenses

Year ended Year ended
31 March 2024 31 March 2023
Salaries, wages and bonus 7,007 6,924
Gratuity expense (Also, refer note 16) 182 202
Contribution to provident and other funds 436 404
Staff welfare expenses 357 342
7,982 7,872

26 Finance costs
Year ended Year ended
31 March 2024 31 March 2023
Interest expense* 3,589 2,620
Other borrowing costs 582 505
4,171 3,125
*Net of Interest Capitalised of `5,631 lakhs (Previous Year `600 lakhs).

27 Other expenses
Year ended Year ended
31 March 2024 31 March 2023
Stores and spares consumed 2,097 2,773
Power and fuel 6,829 9,375
Repairs to:
Machinery 3,205 3,400
Buildings 516 581
Others 116 163
Packing expenses and materials consumed 2,075 1,929
Freight and forwarding 8,263 9,896
Commission and brokerage 57 52
Rent * 370 368
Rates and taxes 302 290
254 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

27 Other expenses (Contd.)

Year ended Year ended
31 March 2024 31 March 2023
Insurance 702 684
Travelling and conveyance 408 723
Communication expenses 89 89
Research and development expenses 247 253
Expenses on wind operated generators 54 58
Legal and professional charges (Also, refer note 29) 928 1,173
Commission to non-executive directors 50 178
Provision for expected credit loss (Also, refer note 5 & 9) - 2
Corporate social responsibility expenditure (Also, refer notes 30 & 32) 362 295
Donations 2 119
Loss on fair valuation of derivatives - 3
Loss on foreign currency transaction/ translation (net) 548 -
Miscellaneous expenses 1,607 1,212
28,827 33,616
*The Group has lease contracts for office premises and these lease contracts are cancellable/ renewable for further period on
mutually agreeable terms during the tenure of lease contracts. These lease contracts are classified as short term lease contracts
under Ind AS 116 which amounts to `98 lakhs during the current year ended 31 March 2024 (`83 lakhs in previous year).

28 Earnings per equity share (EPS)

Year ended Year ended
31 March 2024 31 March 2023
Basic and diluted earnings per share (`)
On Profit / (Loss) for the year (3.79) 8.77

Notes:
The earnings and weighted average numbers of equity shares used in the calculation
of basic and diluted earnings per share are as follows:

(a) Earning used in the calculation of basic and diluted earnings per share:
Profit / (Loss) for the year (3,879) 8,983

(b) Weighted average number of equity shares used in the calculation of basic
and diluted earnings per share:
Weighted average number of equity shares outstanding during the year 10,23,88,120 10,23,88,120

29 Payments to auditor
Year ended Year ended
31 March 2024 31 March 2023
As auditor
Statutory audit and limited reviews 64 64
Tax audit 3 3
Others 4 2
Total 71 69
 Financial Statements Annual Report 2023-24 | 255

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

30 Expenditure on Corporate Social Responsibility (CSR)

Year ended Year ended
31 March 2024 31 March 2023
(a) Gross amount required to be spent by the Holding Company during the year 362 295
(b) Amount spent during the year on
(i) Construction/acquisition of any asset - -
(ii) Purposes other than (i) above 312 253
(c) Shortfall at the end of the year 50 42
(d) Details of related party transactions
Thirumalai Charity Trust 301 235
Akshya Vidhya Trust - 2
(e) Whether any provision made based on contractual obligation to undertake CSR Yes Yes
activity

The Company has created a provision of `50 lakhs (previous year `42 lakhs) with respect to unspent amount relating to the
ongoing project. Such sum has been transferred to Unspent CSR account on 23 April 2024 (previous year 27 April 2023).

Nature of Activities
Program for early Detection, Monitoring and Control of Non-Communicable Diseases (NCD) in the Community; Promoting health
care including preventive health care for children.

31 The Holding Company has spent towards Research and Development expenses during the year which
are as under
Year ended Year ended
31 March 2024 31 March 2023
Capital expenditure* - -
Revenue expenditure (Also, refer note 27) 247 253
247 253
*The summary is prepared based on the information available with the Holding Company and is relied upon by the auditors.

32 Related parties
a) Names of related parties and nature of relationship:
Nature of relationship Name of related party

Key Management Personnel Company Executives

Mr. R.Parthasarathy (Managing Director)
Mrs. Ramya Bharathram (Managing Director and Chief Financial Officer)
Mr. C.G Sethuraman (Group Chief Executive Officer)
Mr. Sanjay Sinha ( Chief Executive Officer)
Mr. T Rajagopalan (Company Secretary)
Mr. P Mohanachandra Nair (Executive Director)
Mrs. Radha Jayaraman (Executive Director)
256 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

32 Related parties (Contd.)

Nature of relationship Name of related party

Other Directors
Mr. R. Sampath (Non - Executive Director)
Mr. Arun Ramanathan (Independent Director)
Mr. Arun Alagappan (Independent Director)
Mr. Raj Kataria (Independent Director)
Mr. R. Ravi Shankar (Independent Director)
Mr. Dhruv Moondhra (Independent Director)
Mr. Rajeev M Pandia (Independent Director)
Mrs. Bhama Krishnamurthy (Independent Director)
Enterprise having transaction with the Ultramarine and Pigments Limited (UPL)
company during the current year/previous Thirumalai Charity Trust (TCT)
year over which the Key Managerial ICE Steel 1 Private Limited
Personnel and their relatives are able to Akshaya Vidya Trust
exercise significant influence

b) Transactions with related parties

Year ended Year ended
Transaction Related Party
31 March 2024 31 March 2023
Remuneration to Key Managerial Mr. R.Parthasarathy 332 528
Personnel* Mrs. Ramya Bharathram 141 316
Mr. P Mohanachandra Nair 61 78
Key Managerial Personnel other than 524 642
directors
Director sitting fees Independent and non-executive directors 58 87
Commission Non - executive directors 47 162
Purchase of goods Ultramarine and Pigments Limited 1 1
Rendering of services Ultramarine and Pigments Limited 50 52
Receipt of services Ultramarine and Pigments Limited 25 21
Thirumalai Charity Trust 14 4
ICE Steel 1 Pvt Ltd 766 403
Corporate social responsibility Thirumalai Charity Trust 301 235
expenditure Akshaya Vidya Trust - 2
*Remuneration pertain to short term employee benefits. As the present value of obligation towards gratuity is determined
for all the employees in aggregate, the post-employment benefits and other long-term benefits relating to key management
personnel cannot be ascertained individually.
 Financial Statements Annual Report 2023-24 | 257

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

32 Related parties (Contd.)

c) Balances with related parties
As at As at
Particulars Related Party
31 March 2024 31 March 2023
Capital advances ICE Steel 1 Pvt Ltd - 34
Deposits payable Ultramarine and Pigments Limited 14 14
Capital creditors ICE Steel 1 Pvt Ltd - 96
Directors remuneration payable (including Key Managerial Personnel 47 587
commission to non-executive directors)

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Group
has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: INR Nil). This
assessment is undertaken each financial year through examining the financial position of the related party and the market
in which the related party operates.

33 Additional information required by Schedule III

Share in other Share in total
Net assets Share in profit/(loss)
comprehensive income comprehensive income
Name of entity in the As a % of
As a % of
Group As a % of As a % of consolidated
` in ` in consolidated total ` in
consolidated ` in Lakhs consolidated other
Lakhs Lakhs comprehensive Lakhs
net assets profit or loss comprehensive
income
income
Holding Company
Thirumalai
Chemicals Limited
31 March 2024 86% 98,393 -94% 3,630 12% 98 -123% 3,728
31 March 2023 81% 96,205 133% 11,953 58% - 54% 11,953
Subsidiaries
(Foreign)
Cheminvest Pte. Ltd
31 March 2024 14% 15,487 -114% 4,408 0% - -145% 4,408
31 March 2023 8% 9,250 47% 4,256 0% - 0% 4,256
Lapiz Europe Ltd
31 March 2024 0% 29 0% (3) 0% - 0% (3)
31 March 2023 0% 31 0% (3) 0% - 0% (3)
Optimistic Organic
Sdn Bhd
31 March 2024 17% 19,287 84% (3,275) 0% - 108% (3,275)
31 March 2023 23% 27,534 -4% (318) 0% - 44% (318)
TCL Global B V
31 March 2024 18% 20,125 1% (52) 0% - 2% (52)
31 March 2023 17% 20,041 1% 127 0% - 1% 127
TCL Inc
31 March 2024 25% 29,159 0% (6) 0% - 0% (6)
31 March 2023 17% 20,539 0% (5) 0% - 0% (5)
TCL Specialties LLC
31 March 2024 25% 28,549 11% (439) 0% - 14% (439)
31 March 2023 16% 19,488 -9% (809) 0% - 0% (809)
258 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

33 Additional information required by Schedule III (Contd.)

Share in other Share in total
Net assets Share in profit/(loss)
comprehensive income comprehensive income
Name of entity in the As a % of
As a % of
Group As a % of As a % of consolidated
` in ` in consolidated total ` in
consolidated ` in Lakhs consolidated other
Lakhs Lakhs comprehensive Lakhs
net assets profit or loss comprehensive
income
income
Subsidiaries (India)
TCL Intermediates
Private Limited
31 March 2024 16% 18,804 27% (1,048) 0% - 35% (1,048)
31 March 2023 12% 14,588 -3% (314) 0% 19 0% (295)
Eliminations
31 March 2024 -101% 1,15,212 185% (7,094) 88% 746 209% (6,348)
31 March 2023 -74% (88,484) -65% (5,904) 42% 4,249 1% (1,655)
Total
31 March 2024 100% 1,14,621 100% (3,879) 100% 844 100% (3,035)
31 March 2023 100% 1,19,192 100% 8,983 100% 4,268 100% 13,251

34 Contingent liabilities, guarantees and commitments

As at As at
Particulars
31 March 2024 31 March 2023
a) Contingent liabilities
Claims against the Group, not acknowledged as debts
Indirect tax matters under dispute (Refer note (i) below) - 150
Income tax demand including interest contested in Appeal (Refer note (ii) 601 652
below)
b) Guarantees
Bank Guarantee issued by the group to various parties. 7,484 6,350
c) Commitments
i) Estimated amount of contracts to be executed on capital account and not 50,562 53,792
provided for
- Against which advances paid 3,551 6,924
Other commitments are cancellable at the option of the Group and hence not
disclosed.
ii) The Group has various lease contracts that are non cancellable and the
future lease payments for these non-cancellable lease contracts are `719
lakhs (Previous year `621 lakhs) within one year. Also refer note 35.
Notes
(i) The Holding Company had settled all its pending sales tax litigations under The Samadhan Scheme, a Scheme introduced
by Government of Tamil Nadu for settlement of arrears of tax, penalty or interest pertaining to various taxes administered by
Commercial Taxes.
(ii) No provision has been made in respect of disputed demands from Income-tax Authorities to the extent of `601 Lakhs
(Previous Year `652 Lakhs) since the Holding Company has reasons to believe that it would get relief at the appellate stage
as the said demands are excessive and erroneous. Against the above, the Holding Company has already paid `388 Lakhs
(Previous year `369 Lakhs).
 Financial Statements Annual Report 2023-24 | 259

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

35 Leases
i) The Group has entered into lease arrangements for tanks that are renewable on a periodic basis with approval of both
lessor and lessee.
ii) The Group does not have any lease commitments towards variable rent as per the contract.
iii) Lease liabilities are presented in the statement of financial position as follows:
As at March 2024 As at March 2023
Current 719 621
Non-current 8,123 6,666
8,842 7,287

iv) The following are amounts recognised in profit or loss:-

As at March 2024 As at March 2023
Depreciation expense of right-of-use assets 660 433
Interest expense on lease liabilities 437 210
1,097 643

v) Total cash outflow pertaining to leases

As at March 2024 As at March 2023
Total cash outflow pertaining to leases during the period/year ended (685) (439)
(685) (439)

vi) Class of underlying asset for Right of use (Gross block)

As at March 2024 As at March 2023
Lease hold land 11,458 10,749
Tank 1,993 923
13,451 11,672

36 Segment reporting
a) Identification of Segments & Customer information
In accordance with Ind AS 108, Operating Segments, the Group has identified manufacture and sale of organic chemicals
as the only reportable segment. Other activities of the Group has been assessed to be very insignificant resulting in its
operations and results are not being actively reviewed by decision makers of Group. Accordingly, the Group has a single
reportable segment. Within the single reportable segment of sale of organic chemicals, no single customer contributes to
10% of the Group’s revenue from operations during the current year. During the previous year, a single customer contributed
to 11% of the Group’s revenue from operations, amounting to ` 22,967 Lakhs.

b) Geographical information
The amount of its revenue from external customers and non-current assets other than financial instruments, and deferred
tax assets, broken down by location of the assets, is shown below:

Particulars 31 March 2024 31 March 2023

Revenue from Operations
- India 2,02,518 1,61,433
- Rest of the World 5,795 51,791
Non-current assets
- India 43,205 59,017
- Rest of the World 1,61,091 58,117
260 | Thirumalai Chemicals Limited

Summary of material accounting policies and other

explanatory information (All amounts are in lakhs of Indian Rupees (`), unless otherwise stated)

37 Transfer pricing
As per the Transfer pricing norms introduced in India with effect from 1 April 2001, the Group is required to use certain specific
methods in computing arm’s length price of international transactions between the associated enterprises and maintain
prescribed information and documents relating to such transactions. The appropriate method to be adopted will depend on
the nature of transactions/class of transactions, class of associated persons, functions performed and other factors, which
have been prescribed. The Transfer pricing study for the financial year ended 31 March 2024 is in progress and accordingly,
the contracts may be amended subsequently and related adjustment, if any, will be quantified upon completion of this study.
However, in the opinion of the Management, the outcome of the study will not have material impact on the Group’s results.

38 Compliance with audit trail requirements

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which
uses accounting software for maintaining its books of accounts, shall use only such accounting software which has a feature
of recording audit trail of each and every transaction, creating an edit log of each change made in the books of accounts along
with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Group have used multiple accounting software for maintaining books of account which have a feature of recording audit
trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software,
except for instances mentioned below –
a) The audit trail feature was not enabled at the database level for accounting software SAP to log any direct data changes,
used for maintenance of all accounting records by the Holding Company, its subsidiary. Audit trail (edit log) is enabled at
the application level.
b) The Holding Company and its subsidiary have used accounting software (Rely on) which is operated by a third-party
software service provider for maintaining payroll records. The ‘Independent Service Auditor’s Assurance Report on the
Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402,
Assurance Reports on Controls at a Service Organization) does not include details on testing of controls relating to audit
trail feature. Further, we understand from the service provider that the said software does not have the feature of recording
audit trail and hence we have migrated to new software from 01 April 2024.
39 
Other additional regulatory information required as per paragraphs 6 and 7 pertaining to ‘General Instructions for Preparation
of Balance Sheet and Statement of Profit and Loss’ respectively given under Division II of schedule III to the Companies Act
2013 are either “Nil” or not applicable to the Group.

40 Events after the reporting period

No adjusting or significant non-adjusting events have occurred between the reporting date (31 March 2024) and the date of
approval of these financial statements (15 May 2024) except for proposed dividend as disclosed in note 11.

In terms of our report attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Thirumalai Chemicals Limited
Firm’s Registration No.: 001076N/N500013 CIN: L24100MH1972PLC016149

Vijay Vikram Singh Ramya Bharathram R Parthasarathy R Ravishankar

Partner Chief Financial Officer Managing Director Director
Membership No: 059139 (DIN : 06367352) (DIN : 00092172) (DIN : 01224361)

Place : Hyderabad Place : Chennai Place : Ranipet Place : Chennai

Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024

C G Sethuram Sanjay Sinha T Rajagopalan

Group Chief Executive Officer Chief Executive Officer Company Secretary
(FCS: 3508)
Place : Chennai Place : Chennai Place : Mumbai
Date : 15 May 2024 Date : 15 May 2024 Date : 15 May 2024
Financial highlights
` Lakhs
Sl.
Particulars FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
No
1 Share Capital 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024 1,024
2 Reserves & Surplus 10,629 12,770 13,214 14,074 17,362 35,670 50,424 57,172 54,517 71,440 85,785 95,178 97,371
3 Net worth 11,653 13,794 14,238 15,098 18,386 36,694 51,448 58,196 55,541 72,464 86,809 96,202 98,395
4 Fixed Assets(net) 10,317 9,283 8,016 7,474 7,678 15,494 18,561 32,998 37,660 40,033 39,149 40,825 39,168
Financial Statements

5 Sales / Other 91,130 1,15,572 1,05,065 94,168 79,211 95,236 1,04,718 1,00,847 88,744 86,597 1,45,282 1,89,153 2,02,483
Income
6 Gross Profit / (loss) 7,199 10,912 6,107 5,965 9,155 14,030 23,900 16,896 9,637 19,836 25,475 21,996 12,616
7 Interest /Finance 5,237 5,202 4,542 3,311 2,097 1,455 1,093 1,071 1,554 1,887 1,818 3,362 4,357
Charges
8 Depreciation 1,381 1,287 1,221 701 657 1,402 1,039 1,517 2,118 2,521 3,198 3,003 3,418
9 Current Tax 346 1,884 260 548 2,381 3,811 7,375 4,449 745 4,062 4,929 3,473 1,127
10 Deferred Tax 244 236 273 15 253 (49) (4) 250 1,133 (396) 299 205 84
11 Net Profit / (Loss) 478 2,775 357 1,420 4,273 7,413 14,399 9,609 4,087 11,762 15,231 11,953 3,630
12 Dividend (incl.tax) - 894 - 493 1,232 2,311 2,469 2,469 - 2,253 2,560 1,536 1,024
13 Dividend (%) - 75 - 40 100 188 200 200 - 220 250 150 100
14 Earnings Per Share 0.47* 2.71* 0.35* 1.39* 4.17* 7.24* 14.06* 9.38* 3.99* 11.49 14.88 11.67 3.55
having a face value
of `1/- (*Revised)
Annual Report 2023-24 | 261
 Thirumalai Chemicals Ltd.
Registered Office: Thirumalai House, Road No. 29, Plot No. 101/102, Near Sion Hill Fort, Sion - E, Mumbai - 400 022.
Fifty First Annual General Meeting on July 24, 2024

FORM NO. MGT - 11

PROXY FORM

[Pursuant to section 105 (6) of the Companies Act, 2014 and rule 19(3) of the Companies (Management and Administration) Rules, 2015]

CIN : L24100MH1972PLC016149 Registered office : Thirumalai House, Road No.29, Near

Sion Hill Fort, Sion(E), Mumbai - 400
Name of the Company : Thirumalai Chemicals Ltd.

Name of the member (s):

Registered address :

E-mail ID: Folio No / Client ID: DP ID:

I / We, being the member (s) of the above named Company, holding shares, hereby appoint

1. Name: 2. Name:

Address : Address :

E-mail ID: E-mail ID:

Signature : ________________________ , or failing him Signature : _______________________ , or failing him

as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 51st Annual General meeting of the Company,
to be held on the Wednesday, July 24, 2024 at 2.30 p.m. at the Mysore Association Auditorium, Mysore Association, 393, Bhaudaji
Road, Matunga - (C.Rly), Mumbai - 400 019 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.
1. Adoption of Annual Accounts as on March 31, 2024.
2. To declare dividend for the Financial Year ended March 31, 2024.
3. To appoint a Director in place of Mr. P. Mohana Chandran Nair (DIN 07326079), who retires by rotation.
4. To re-appoint Mrs. Ramya Bharathram (DIN- 06367352), as Managing Director for a period of three (3) years.
5 To re-appoint Mr. Rajeev M Pandia (DIN 00021730) as an Independent Director for a period of
three (3) years.
6. To appoint Mr. M. Somasundaram (DIN: 05185268) as an Independent Director for a period of
five (5) years. Revenue Stamp
of `1/-
7. To ratify the remuneration of Cost Auditor for Financial Year 2024-25.
Signed this ________________________ day of ________________ 2024

Signature of shareholder Signature of Proxy holder (s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
 Thirumalai Chemicals Ltd.
CIN: L24100MH1972PLC016149
Registered Office: Thirumalai House, Road No. 29, Plot No. 101/102, Near Sion Hill Fort, Sion - E, Mumbai - 400 022.
Phone: 022-24017841, 43686200. Email: [email protected]; Website: http://www.thirumalaichemicals.com

51th Annual General Meeting on Wednesday, 24th July, 2024

ATTENDANCE SLIP
Registered Folio No./
DP ID/Client ID
Name and address of the Member(s)

Joint Holder 1

Joint Holder 2

I/We hereby record my/our presence at the 51st Annual General meeting of the Company held on Wednesday, July 24, 2024 at
2.30 p.m. at The Mysore Association Auditorium, Mysore Association, 393, Bhaudaji Road, Matunga - (C.Rly), Mumbai - 400 019.

----------------------------------------------- -----------------------------------
Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Please hand it over at the Attendance Verification Counter at the entrance of the meeting hall.
Route Map to the Venue of Fifty First AGM
Notes
Notes