Kothari Petrochemicals Ltd

To the Members

The Directors are pleased to present the 36^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March 2025.

(Rs in Lakhs)

Revenue from operations for the year stood at ' 57,733.94 lakhs, as against ' 59,590.63 lakhs in the previous year. This variation is mainly attributable to a moderated sales volume of Poly Iso Butylene (PIB), which declined from 41,439 metric tons to 37,440 metric tons.

The Company achieved a Profit Before Tax of ' 8,220.78 lakhs for the financial year ended 31^st March 2025, compared to ' 9,508.41 lakhs in the previous year. This slight change in pre-tax profitability was primarily due to a temporary dip in sales, resulting from lower production volumes caused by raw materials shortages.

With effect from the financial year 2024-25, the Company has opted for taxation under Section 115BAA of the Income Tax Act, moving from the normal tax regime. Accordingly, the impact of the change in the tax rate has been accounted during the year and the Deferred tax assets and liabilities were remeasured, contributing to the Company recording its highest-ever Profit After Tax.

During FY 2024-25, raw material disruptions caused by the simultaneous, unplanned shutdowns of two key suppliers for around 40 days resulted in short supply of raw materials. Despite this, the plant operated for 354 days without any major internal interruptions.

Additionally, the quality of raw materials consumed during this low throughput period was sub optimal, containing significant impurities. This not only affected the efficiency of the production process but also led to increased consumption of catalysts and other process chemicals, further impacting production performance.

The raw water supply from the Metro Water Board's TTRO plant faced frequent quality issues and disruptions. As a result, the company was compelled to procure water from external sources at a higher cost to maintain operations. A joint representation highlighting these concerns has been submitted to the Board by all industries located in the Manali area.

On a positive note, the plant's rainwater harvesting infrastructure enabled the collection and utilization of significant volumes of rainwater. This initiative contributed to substantial savings in water procurement costs.

The Captive Power Plant remained in good operational condition and was in service for 301 days during the year. Additional power requirements were met through supply from the State Electricity Board grid.

To enhance renewable energy usage, additional solar panels with a capacity of 60 kW were installed, supplementing the existing 247 kW facility. The new installation is currently awaiting approval from TNEB. The entire solar power generated during the year was fully utilized for internal consumption, with no power exported to the Government Grid.

Your Company engaged the National Environmental Engineering Research Institute (NEERI) to conduct a feasibility study for implementing a Zero Liquid Discharge (ZLD) scheme. NEERI has since submitted its report, and the findings have been forwarded to the State Pollution Control Board in compliance with their directive, for their review and further action.

We continue to maintain our existing certifications: ISO 9001:2015 for Quality Management, ISO 14001:2015 for Environmental Management, ISO 45001:2018 for Occupational Health and Safety and ISO 50001 certification for our Energy Management System. These certifications collectively demonstrate our dedication to excellence in environmental stewardship, energy management and the well-being of our workforce.

All statutory requirements stipulated by the Petroleum and Explosives Safety Organization (PESO) and the Directorate of Industrial Safety and Health (DISH) are fully complied with. All Preventive and predictive maintenance practices are systematically implemented to ensure that the overall plant remains in safe and optimal operating condition.

Your Company has achieved 12,767 calendar days of “Accident-Free” operation since inception. The Company has been continuously imparting safety training to all its employees to ensure that all project execution, apart from plant operation, is “Accident-Free” and efficient.

We achieved operational performance in FY 2024-2025, with a production volume of 37,995 MT of Polyisobutylene (PIB) and reached 87.6% of our annual target. This reduction was due to feedstock supply constraints and change in raw material mix.

We are proud to have received the CII Award for Excellence in Energy Management for the year 2024, and the Silver 3-Star Award for Manufacturing Occupational Health, Safety, and Environment (OHS & E) Excellence from the World Safety Organization (WSO) India, recognizing our commitment to safety, health, and environmental excellence.

Based on the learnings from last year's monsoon flooding in the Manali Industrial Area, few proactive measures were undertaken to safeguard plant and machinery. The rainwater drainage gutter is being deepened and widened to facilitate efficient evacuation of stagnant water from the Inside Battery Limit (ISBL) area to the collection pond. Additionally, an existing mud pond has been revamped and lined with a geomembrane, enabling it to store approximately 4,000 KL of rainwater.

Strategic initiatives such as reactor debottlenecking, cooling tower upgrades, improved equipment reliability, and enhancements in thermal efficiency were undertaken during the year. Energy optimization efforts includes the implementation of a dedicated cooling tower line. As a result, energy consumption for the year stood at 0.327

TOE/MT of PIB, compared to 0.301 TOE/MT of PIB in FY 2023 - 2024, otherwise it would have been higher without the measures taken.

During the FY 2024-2025, the Company strategically purchased freehold land situated at Punjulurupada village, Nellore, for a total consideration of ' 7,272 lakhs. This acquisition aligns with the Company's longterm growth strategy and reflects its commitment to enhancing operational capabilities and infrastructure. The intended future development includes setting up advanced manufacturing facilities, office premises, and ancillary support structures to support anticipated business expansion and market demand.The Company is currently in the preliminary stages of project feasibility assessment.

As part of our commitment to operational excellence and transparency, the company continues to advance the digitalization of critical plant operational workflows and some of the efforts are:

(i) The SafeTrack Digital Portal provides real-time visibility, accountability, and traceability in EHS (Environment, Health & Safety) functions, fostering a proactive and structured safety culture.

(ii) All Quality Control (QC) activities have been fully digitized and upgraded through the Laboratory Information Management System (LIMS), enabling seamless sample tracking, standardized test result documentation, and audit-ready data management.

(iii) Vehicle gate entry and exit are now effectively monitored through a 24x7 digital gate management system, ensuring enhanced security and logistics control.

(iv) Additionally, smart energy meters have been installed at all key utility nodes to support granular energy analysis. These meters are fully integrated with our Energy Monitoring System, providing 100% digital, real-time tracking of node-wise energy consumption across steam, power, and fuel streams.

Initiatives to enhance the safety culture have been actively pursued through proactive measures such as regular safety audits, Behavior-Based Safety (BBS) observations, and Field-Level Risk Assessments (FLRA).

Emergency response preparedness was significantly strengthened through comprehensive training programs, including Emergency Response Team (ERT) drills, firefighting simulations, Self-Contained Breathing Apparatus (SCBA) training, and confined space rescue workshops. These efforts resulted in participation from over 90% of employees and contract personnel, ensuring a high level of emergency readiness across the site.

A general safety audit was recently conducted by an external agency to evaluate the effectiveness of our ongoing workplace safety improvements. Building on this foundation, we are now placing a strong focus on enhancing Process Safety Management (PSM) within the plant.

A PSM gap assessment was carried out using the Center for Chemical Process Safety (CCPS) internal standard framework. We are actively reviewing the assessment findings and implementing necessary actions to strengthen our overall process safety systems and ensure continued operational integrity.

Your Company has maintained robust environmental performance through strict monitoring of effluent discharge, air emissions, and solid waste management. Online monitoring systems have been properly calibrated and are integrated with the Tamil Nadu Pollution Control Board (TNPCB)'s CARE Air and Water portals, ensuring real-time regulatory visibility and compliance.

The Company remains vigilant in adhering to all environmental regulations, with no complaints received from the Pollution Control Board during FY 2024-2025. The Company holds a valid Consent to Operate (CTO) for Polyisobutylene (PIB) manufacturing, valid until 31^st March 2028.

During the financial year, the Company significantly strengthened its Research and Development capabilities to support a growing pipeline of innovations and an investment of ' 117.12 lakhs was made towards acquiring state-of- the-art instruments and developing advanced facilities to strengthen the R & D infrastructure, with more to come in the following year. In addition, the Company augmented its workforce by onboarding specialized personnel to bolster day-to-day operations and drive research efficiency. Your Company has applied for two Intellectual Property (IP) rights, both of which have been approved by the Intellectual Property Office (IPO).

The Company successfully renewed its recognition from the Department of Scientific and Industrial Research (DSIR), securing this status for an additional three years, until 31^st March 2028. This renewal underscores the Company's sustained commitment to scientific advancement and compliance with national R & D standards.

The R & D and Product Development teams continued to drive innovation, with a focus on the development of new applications. To facilitate the scaling of these new applications, the Company is establishing dedicated demo plant facilities, further reinforcing its position as a leader in innovation-driven growth.

During FY 2024-25, KPL successfully executed several high-impact energy-saving projects, resulting in significant daily and annual energy savings:

(i) Installation of Flux Maxio device on the Thermic Fluid Heater: Achieved LPG savings of 306 kg/day, representing a 5.8% reduction in consumption.

(ii) Dedicated cooling tower line for the lean section: Delivered electricity savings of 1,022 kWh/day.

(iii) Re-insulation of steam and chilled water lines: Eliminated heat losses of up to 56,663 Kcal/hr.

(iv) Optimization of screw compressor pressure in the Captive Power Plant (CPP): Resulted in electricity savings of 60 kWh/day.

(v) Steam trap replacement and servicing: Contributed to steam savings of 1,100 kg/hr.

Collectively, these energy efficiency measures resulted in estimated cost savings of approximately ' 35 lakhs during the year, reinforcing your Company's commitment to sustainable and efficient operations.

(b) technology absorption: Nil

(Rs in Lakhs)

The Board of Directors met on 28^th May 2025 to take account of the full year's performance, various growth opportunities and challenges. After reviewing this, the Board of Directors has decided not to recommend any dividend for the year 2024-2025, considering the expansion plans and also to conserve resources.

During the year 05 Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA Circulars thereon.

The paid-up equity share capital as on March 31, 2025, was ' 5,884.64 lakhs. The Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

Mrs. Nina B. Kothari, (DIN: 00020119) Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Brij Mohan Bansal, (DIN: 00261063) and Mr. Gautam Roy (DIN: 06659522) were appointed as an Independent Directors w.e.f. 10.08.2020 for a term of five consecutive years and based on the evaluation of their performance and the recommendation of the Nomination and Remuneration Committee, the Board proposes to reappoint them for a second term of five consecutive years as Independent Directors w.e.f. 10.08.2025 subject to approval of shareholders in this Annual General Meeting by passing Special Resolutions in accordance with Section 149 (10) read with Schedule IV of the Act.

Mr. Arjun B. Kothari, Managing Director, Mr. M. Rajavel, Whole Time Director, Mr.S. Sivamahesh, Chief Financial Officer and Mrs. K. Priya, Company Secretary, are the Key Managerial Personnel of the Company as per section 203 of the Companies Act, 2013.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, that the Independent Directors of the Company continue to meet the criteria of their Independence laid down in Section 149(6) and continue to be included in the Data Bank maintained by the Indian Institute of Corporate Affairs and the online proficiency self-assessment test requirement pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the Independent Directors met on 17^th March 2025 without the presence of Non -Independent Directors and members of the Management to evaluate the performance of the Non - Independent Directors & Board as a whole.

During the year 04 Audit Committee Meetings were held, the details of composition of Audit Committee are provided in Corporate Governance Report of this Annual Report. The Board has not rejected any proposal / recommendations of the Audit Committee during the year. The intervening gap between any two meetings was within the period as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is posted on the website of the Company www.kotharipetrochemicals.com

The Company has a vigil mechanism named “Whistle Blower Policy” to deal with any genuine concerns raised by the Directors / Employees. The details of the Vigil Mechanism / Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the Company's website www.kotharipetrochemicals.com. There were no incidents / concerns reported during the year under review.

The Company has not given any Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of investments made by the company are given in the notes to the financial statements.

All related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business and there were no 'material' contracts or arrangement or transactions not at arm's length basis and thus disclosure in form AOC-2 is not required.

All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. For all the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all such transactions is placed before the Audit Committee for their review on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is posted on the Company's website www.kotharipetrochemicals.com

The Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Promoters, Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

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

(d) the directors had prepared the annual accounts on agoing concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There is no change in the nature of business of the company during the year. There is no material change or commitment affecting the financial position of the company that has occurred since 31^st March 2025 to the date of this report.

As required under Section 92(3), copy of Annual Return is placed on the Company's website.

The web link to access the annual return is https://www.kotharipetrochemicals.com/investors/annual-reports/auditors

The Statutory Auditor of the Company M/s. P Chandrasekar LLP, Chartered Accountants (Registration No.: 000580S/S200066) was reappointed for the second term by the Shareholders at the 33^rd AGM held on 02^nd August 2022 to hold office till the conclusion of the 38^th Annual General

Meeting of the Company.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. There are no qualifications or observations or any adverse remarks made by the Auditors in their Report on the Financial Statements for the year 2024 - 25 and no fraud was reported by auditors under Section 143(12) of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit Records are maintained by the Company in respect of its Poly Iso Butylene (PIB) unit which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed M/s. P RajuIyer, M. Pandurangan & Associates, Cost Accountants in practice for conducting the audit of cost records of the Company and the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. P. RajuIyer, M. Pandurangan & Associates, Cost Accountant is included in Item No. 3 of the Notice convening this 36^th Annual General Meeting.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V. Vasumathy & Associates, Company Secretary in Practice, Chennai as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is forming part of this Annual Report and does not contain any qualifications or observations.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. December 13, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for the first term of five (5) consecutive years starting from FY 2025-2026 to FY 2029-2030.

M/s. V. Vasumathy & Associates, a peer reviewed Practicing Company Secretary firm, Chennai (Firm Registration No. S2010TN142100), have confirmed that they fulfill the criteria and are eligilbe for appointment and have not incurred any of disqualifications under SEBI Listing Regulations.

In accordance with the above said Regulation, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 28, 2025, proposed the appointment of Secretarial Auditor to the members at the 36^th AGM.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. R. Subramanian & Co. LLP, Chartered Accountants, Chennai as Internal Auditor of the Company.

The Company has not accepted deposits either from members or public falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year. There were no outstanding deposits during and end of the financial year 2024-2025.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is carried out by independent firm of Chartered Accountants. The Scope and authority of the Internal Audit is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee on quarterly basis for its review and the Internal Auditor attends the Audit Committee meetings.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures of the Company based on the report of internal auditor, the Company undertakes corrective action in their respective areas and thereby strengthens the controls.

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down the procedures to inform Board Members about the risk assessment and minimization procedures. Accordingly, the Company periodically submits the Risk Management Report to the Board for their review.

Pursuant to the provisions of Section 135 and schedule VII of the Companies Act, 2013, Corporate Social Responsibility Committee (CSR) was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The policy on Corporate Social Responsibility as approved by the Board is posted on the Company's website www.kotharipetrochemicals.com. A detailed report on CSR activities in the prescribed format is forming part of this Annual Report.

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

The structured questionnaire covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance etc. The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors of the Company had met during the year on 17^th March 2025 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.

The Company is listed in The National Stock Exchange of India Limited (NSE) and the Stock Code is KOTHARIPET and ISIN: INE720A01015. The Company confirms that it has paid the Annual Listing Fees for the year 2025 - 2026 to NSE where the Company's shares are listed.

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance forms part of this Annual Report. Certificate from the Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the 'Management Discussion and Analysis Report' that forms an integral part of this Report.

The Human Resources Department created an “Internal Complaints Committee” for the prevention and redressal of sexual harassment of women at workplace as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013. There were no incidents of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

(a) The ratio of the remuneration of each director to the median employee's remuneration for the financial year and such other details:

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

(c) 4.42% increase was reported in the median remuneration of employees in the financial year 2024 - 2025.

(d) The number of permanent employees on the rolls of company as on 31^st Mar 2025:194

(e) Increase of remuneration for employees varies between 9% to 25% and for KMP the increase in remuneration varies between 10% to 12% for the year.

(f) We affirm that the remuneration paid during the period under review, is as per the Remuneration Policy of the company.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Statements in this Report, particularly those which relate to Management Discussion and Analysis as describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ from those either expressed or implied in the statement depending on the circumstances.

Your Directors thank the Banks, Customers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your Directors also place on record their appreciation for the services by the employees of the Company.