The Directors present their 39^th Annual Report on the business and operations of your Company and the
Audited Financial Statements for the year ended 31^st March 2025.

Financial Results

The highlights of the financial results for the year are given below:

Operational Highlights

During the financial year, your Company reported
a total income of ' 669 crore, reflecting a
decline of approximately 18% compared to the
' 822 crore recorded in the previous financial year
(FY 2023-24).

This downturn was primarily driven by challenging
market conditions, which remained unfavourable
throughout the year. A major factor contributing
to the decline was the significant surge in cheaper
imports throughout the year, which adversely
impacted the competitive landscape. This influx of
low-cost import material availability led to a sharp
erosion in sales volumes and revenue realization,
putting pressure on margins and overall profitability.

Despite these headwinds, your Company remained
focused on operational efficiency, cost optimization
and strategic customer engagement to navigate
the volatile business environment. During the year
under review, the sales volume of Propylene Glycol
(PG) remained largely consistent with the levels
achieved in the previous financial year, reflecting
stable demand in its core end-use sectors such as
pharmaceuticals, food, and personal care.

In contrast, sales volume and value of Slabstock
Polyol witnessed a notable decline, which adversely
affected the overall revenue performance. This dip
was attributed to a combination of market-specific
factors, including intensified price competition due
to the influx of low-cost imports and volatility in raw
material prices, which impacted pricing dynamics
and customer procurement behaviour.

These factors collectively exerted pressure on
margins and contributed to the overall decline in
topline revenue, despite steady performance in the
PG segment.

Capital Investments and Project Progress

During the year, the Company made total additions
to fixed assets amounting to ' 15.99 crore, with
most of the capital expenditure directed towards the
procurement and installation of plant and equipment
aimed at enhancing operational capabilities and
capacity.

A significant portion of this investment was
utilized towards Propylene Glycol (PG) expansion
project, which has now reached the final stages
of commissioning. The expanded PG facility was
inaugurated on 16^th July 2025 and also received
Consent to Operate from the Tamil Nadu Pollution
Control Board (TNPCB). This expansion is poised
to significantly strengthen the Company's market
position by increasing production capacity and
improving supply reliability for key customers
across industries.

Update on New manufacturing facility in western
India

As part of long-term sustainable growth strategy,
your Company is in the process of establishing a
new manufacturing facility in the western region
of India to expand its geographic footprint and
enhance supply chain efficiency.

A strategically located land parcel measuring 40,000
square meters has been acquired at the Saykha
Industrial Estate, which has been developed by the
Gujarat Industrial Development Corporation (GIDC)
to support large-scale industrial projects.

The final land transfer order has been successfully
obtained in the name of the Company marking,
a key milestone in the project development phase.

The previous Environmental Clearance (EC)
held by the earlier land allottee has been
formally surrendered and approved by the State
Environment Impact Assessment Authority (SEIAA),
Gandhinagar. Building on this, your Company is
now actively progressing towards securing a fresh
Environmental Clearance (EC) and Consent to
Establish (CTE) for its proposed facility.

In parallel, your Company is coordinating with
various regulatory and statutory bodies to obtain all
required permissions and approvals as applicable
to ensure the timely execution and commissioning
of the project in accordance with compliance norms
and sustainability objectives.

Financial Review

During the Financial Year 2024-25, the finance cost
has increased to ' 9.33 crore from ' 8.03 crore in
FY 2023-24. The finance cost on lease increased
from ' 6.89 crore in FY 2023-24 to ' 7.13 crore
in FY 2024-25. The actual interest and related
payout for the year was only ' 2.19 crore against
' 1.15 crore in previous year.

The capital expenditure for projects including
for the PG expansion Project are being/will be
met from internal sources/borrowing from banks.
During the Financial Year, the Company has been
sanctioned with a term loan facility of ' 50 crore out
of which the company has availed ' 20 crore as at
31^st March 2025.

Credit Rating

During December 2024, Care Ratings Limited
assigned and re-affirmed the ratings for banking
facilities aggregating to ' 125 crore. For long term
bank facilities of ' 75 crore, the rating has been
assigned and reaffirmed at CARE A ; Stable
(Single A Plus; Outlook: Stable) and CARE A ;
Stable / CARE A1 (A One Plus) for short-term bank
facilities of ' 50 crore.

Dividend

Your Company has a consistent dividend track
record of 19 years till the last year and follows a
consistent dividend policy to ensure that dividend
payments are sustained even when the earnings
are relatively lower. In this regard, parameters
for distribution of dividend have been outlined in
the Dividend Distribution Policy approved by the
Board, pursuant to Regulation 43A of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, as amended (“the Regulations”).
The policy can be accessed on the website of the
Company in the link: https://www.manalipetro.com/
investors/policies/

As regards the distribution for the year under
review, to determine the amount that could be paid
out to the shareholders as dividend, the Directors
have followed the guidelines enumerated in the said
policy and also considered other relevant factors,
such as profitability of the relevant financial year,
plans for long term deployment of the funds:

- including projects under implementation, drastic
changes in the domestic and global market
scenario.

- throwing up questions on the sustenance of the
sales, pricing and higher margins and similar
facts.

Considering all these developments, your Directors
are happy to recommend a dividend of 10% i.e.,
fifty paise per equity share of ' 5/- each fully
paid-up, for the financial year 2024-25, aggregating
to ' 8.60 crore, subject to applicable withholding
tax.

Industry Structure and Development

Your Company operates in the Polyurethanes (PU)
industry. PU is a class of polymer characterized by
carbamate or urethane linkages in their molecular
structure. They are typically formed by the chemical
reaction of polyol and isocyanates. Although the
materials with urethane linkages are classified as
Polyurethanes; by varying the structure of polyols
and isocyanates a wide array of material can be
synthesized from a big spectrum of properties.
Polyols are typically any polymer that has two or
more hydroxyl groups in the end. This allows to
design polymers with different back bones like
polyether, polyester, polycarbonate, hydrocarbons
and many more polymer materials with terminal

hydroxyl group can be used as polyols in making
polyurethanes. Similarly, there is design freedom
on the isocyanate as well as we can choose from
aliphatic, aromatic and even prepolymers with
terminal isocyanate groups can be used to make
polyurethanes. This tunability in the chemistry
allows the manufacturers to engineer materials that
are very soft to very hard structural material that
can compete with steel. Hence polyurethane finds
application in various areas like rigid insulation
panels, composite structural materials, engineering
elastomers, pillows, beddings, and visco- elastic
memory foams any many more areas.

Due to its diverse properties and forms, PU finds
applications in rigid and flexible foams, fibres, films,
composites, elastomers coatings, and adhesives.
It serves a broad range of industries, including
automotive, appliances, building and construction,
energy, defence, paints and coatings, and soft
furniture.

PU is used across numerous consumer and
industrial applications, including thermal insulation
in buildings, refrigerators, household furniture,
footwear, and packaging materials. It offers unique
properties such as abrasion and wear resistance,
elongation, resilience, flexibility, scratch resistance,
mechanical strength, adhesion, and both thermal
and electrical insulation. These properties enable
PU to be moulded into various shapes, enhancing
its industrial applications by providing comfort,
style, and functionality.

The global PU market is experiencing steady
growth, driven by demand across multiple industries
including construction, automotive, furniture,
electronics, and packaging. According to recent
market research reports, the global PU market
is projected to grow from approximately USD 87
billion in 2023 to USD 114 billion by 2030, achieving
a CAGR of about 5% during this period.

In contrast, India's PU market is experiencing
significantly faster expansion. Currently valued
at around USD 5 billion, the Indian PU market
is expected to nearly double to USD 9 billion by
2030, reflecting a CAGR of approximately 9.4%.
This growth rate is nearly twice the global average,
positioning India as a key strategic market for both
domestic and international PU manufacturers.

One critical indicator of this untapped potential is per
capita PU consumption. In India, per capita usage

ranges from 500 grams to 1 kilogram, substantially
lower than the global average of 7 to 8 kilograms per
person. This wide gap illustrates the considerable
headroom for growth in India, especially as
economic development, industrialization, and
lifestyle evolution continue to expand.

Additionally, the increasing demand for high-
performance, lightweight interior components
and cushion foams in automotive parts for energy
savings further drives the expansion of the
polyurethane market.

Products of MPL

Your Company specializes in the manufacture
of Propylene Glycol, Polyether Polyol, Polyester
Polyols and related polymers. It is the sole domestic
producer of Propylene Glycol and the first and
largest Indian manufacturer of Propylene Oxide,
a vital raw material in the synthesis of both PG,
Polyols and its derivative products.

Propylene Glycol (PG):

A versatile material with wide industrial application,
is produced by reacting Propylene oxide molecules
with water. This reaction gives predominantly
PG along with Di Propylene Glycol (DPG) and Tri
Propylene Glycol (TPG) as by products. Both DPG
and TPG has its own industrial applications.

PG is highly miscible with water and other solvents.
It is also an exceptional solvent with unique
combination of safety and stability over wide
temperature and PH range. The high purity version,
the pharma grade finds industrial applications
in pharmaceuticals, food Industry, cosmetic and
personal care products and fragrance and flavour
industries whereas the industrial grade is used in
paint and various polymer resin manufacturing
industries.

Your company supplies both food and
pharmaceutical grade PG, which plays a crucial
role as a solvent, humectant, and carrier in
pharmaceuticals, food processing, cosmetics, and
personal care sectors that have historically relied
heavily on imports.

Beyond these uses, PG has significant industrial
applications, including in paints and coatings,
polymer resins, carbonless paper production,
and automotive products such as brake fluids and
coolants. These applications are driven by its low
toxicity, chemical stability, and biodegradability.

Additionally, the by-products viz., DPG and TPG are
also serving as a valuable solvent or preservative in
food, flavour, and fragrance industries.

Other products from your Company include
Propylene Glycol Mono Methyl Ether (PGMME),
an environmentally friendly, high-solvency solvent
increasingly used in paints, coatings, and the
electronics industry, reflecting growing customer
demand for safer and more sustainable alternatives.

Polyols:

The other important product for your company
is Polyols. They are produced in four grades viz.,
Flexible Slab-stock, Flexible Cold Cure, Rigid
and Elastomers. They are utilized across various
industries including automotive, refrigeration and
temperature control, adhesives, sealants, coatings,
furniture, and textiles. The use of Polyols is also
expanding in footwear and roofing applications
in India. With increase in focus for systems, the
Polyols are currently used to make system polyols
and along with suitable isocyanates marketed to
end customers. However, the commodity segment
of Slab stock polyol still forms the backbone of your
company's polyol production.

Apart from the Propylene-based Polyol, your
company has invested in Polyester Polyol
manufacturing in the fourth quarter of last financial
year. Polyester Polyols are hydroxyl-terminated
polymers formed through the polycondensation
of diacids (or anhydrides) with diols. Common raw
materials include adipic acid, phthalic anhydride,
and ethylene glycol. These Polyols serve as key
building blocks in the production of PU materials
and other resins. They find applications majorly
in ink industries, footwear and rigid PU industries.
Currently the Polyester Polyol is produced for
captive consumption however there are efforts to
sell the Polyester Polyols for other potential buyers.
The second phase of this investment is currently
under technical discussion and is expected to be
commissioned by the end of the current fiscal year.

Your Company continues to demonstrate technical
leadership with the development of innovative,
market-responsive products. The company's
new fire-resistant PIR (polyisocyanurate) foam
addresses rising safety standards in construction
panels, while the launch of alternatives to phased-
out blowing agents has safeguarded Company's
position in the thermoware market.

Through continuous innovation, supply reliability,
and a focus on reducing India's dependency on
imported specialty chemicals, your Company's
serves as a strategic partner to large and emerging
industries alike. Its growing product portfolio,
spanning core materials and environmentally
responsible derivatives, positions the company
at the vanguard of India's evolving chemical
manufacturing ecosystem.

Indian Market Scenario

The Indian PU industry has witnessed consistent
growth, fuelled by factors such as rapid
urbanization, increasing disposable incomes,
evolving consumer preferences, and the availability
of flexible credit and financing options. Products
like refrigerators, mattresses, and other PU-based
lifestyle goods are no longer considered luxuries
but everyday essentials, driving sustained demand
across residential and commercial segments. In
parallel, the construction and cold-chain industries
are accelerating the adoption of high-performance
insulation materials, particularly in the continuous
and discontinuous panel segments, in response
to emerging energy-efficiency regulations and
sustainability mandates.

Despite the growth in downstream PU applications,
India continues to rely heavily on imports for key
raw materials, particularly Polyols and PG. The
domestic market for these critical inputs remains
underdeveloped, constrained by limited indigenous
production capacity. Throughout the review period,
the demand for both PG and Polyols exhibited
cyclical fluctuations due to macroeconomic
conditions and sector-specific dynamics.

Anticipating the imposition of Anti-Dumping Duties
(ADD) on slabstock products, imports surged in
the second half of the fiscal year, compounded by
steadily rising feedstock prices, which have eroded
product margins.

Opportunities and Threats

The PU industry continues to present significant
growth opportunities globally and in India, owing
to its superior functional and insulation properties,
versatile applications, and its critical role in enabling
energy-efficient and innovative product designs.
With ongoing product innovation and rising demand
across sectors such as construction, automotive,
appliances, and lifestyle products, the PU industry
is evolving rapidly. The development of specialty

grades and system-based solutions continues to
open new and higher-margin market segments.
India remains an underpenetrated market in terms
of per capita PU consumption, offering considerable
long-term growth potential.

However, despite the positive market outlook, your
Company faces several key challenges. A major
threat is the growing influx of low-cost imports,
particularly in the commodity segments such as
Slabstock Polyols and Propylene Glycol, which has
exerted significant pricing pressure and eroded
margins. The situation was exacerbated during the
year under review due to global macroeconomic
volatility, sluggish international demand, and
geopolitical tensions. These factors contributed
to excess global supply which was redirected into
the Indian market. In the absence of sufficient anti¬
dumping safeguards, India became a preferred
destination for excess inventories, leading to
substantial declines in domestic product prices and
intensified competition. As a result, the Company
experienced a sharp dip in profitability in select
product categories.

To mitigate these external challenges, your
Company has undertaken a strategic shift in
focus from commoditised markets to specialized,
high-value-added segments. Leveraging R&D and
customer partnerships, your Company is actively
developing system-based PU solutions tailored for
niche applications. Progress in this direction during
the last quarter of FY 2024-25 has been promising,
laying the foundation for stronger performance
and market differentiation in the upcoming fiscal
year. The Company aims to expand its presence in
the systems business, which offers better pricing
stability, customized solutions, and long-term
strategic customer relationships.

Additionally, the Company's global subsidiaries
are providing strategic leverage. The alignment
of Notedome Ltd., UK and PennWhite Ltd., UK—
both wholly owned step down subsidiaries with
Company's green-chemistry and ESG-focused
product roadmap is creating synergies that
support technology and knowledge transfer across
operations. The successful production of cast
elastomers products at the Company's Chennai
facility has enabled market entry into Southeast
Asia and reinforced Company's international growth
ambitions.

To counter cost pressures, your Company is also
pursuing structural cost optimization strategies,

including increased use of renewable energy,
adoption of energy-efficient utility systems, and
process efficiency improvements. While the
Company continues to explore relief through anti¬
dumping frameworks and policy advocacy, such
measures are expected to offer only partial and
potentially temporary relief. Accordingly, efforts
remain focussed on value engineering, operational
efficiency, and portfolio diversification to enhance
overall resilience and profitability.

While the near-term environment remains
challenging due to global oversupply and increasing
import competition, Company's proactive strategic
shift towards differentiation, innovation, and
sustainability positions it well to capture emerging
opportunities and navigate headwinds effectively.

Risk Management Policy and Process

The Company has established a structured
framework for addressing business risk
management issues. A risk management plan has
been framed, implemented and monitored by the
Board through the Risk Management Committee of
Directors (RMC).

The Company has two employee-level Committees
viz., a Sub-Committee and an Apex Committee,
headed by the Managing Director & CEO -
MPL Group to review and assess the risks that
could affect the Company's business. The Sub¬
Committee brings out the matters that could affect
the operations and the Apex Committee determines
the issues that could become business risks.

The mitigation actions are also suggested by the
Committees and the report of the Head of the Apex
Committee is submitted to the RMC. The RMC meets
periodically, reviews the reports, recommends and
monitors actions to be taken in this regard.

The Risk Management Committee constituted by
the Board fulfils the requirements as specified in
Regulation 21 of the SEBI Listing Regulations, 2015.
The details of the composition of the Committee,
meetings and other relevant information are
furnished in the Corporate Governance Report
(CGR) annexed to this Report.

As per the amended Regulations, a Risk
Management Policy has been framed and the
roles and responsibilities of the Committee are as
prescribed under the Regulations. As required under
Section 177 of the Act, the Audit Committee also
reviews the risk management process periodically.

Risks and concern

The Indian PU industry continues to rely heavily on
imported raw materials, particularly polyols and
propylene glycol. Despite your Company meeting
approximately 10% of the domestic PU demand,
aggressive competition from global players coupled
with low-cost imports pose serious challenges to
market dynamics. Several international suppliers
have established large-scale storage hubs at Indian
ports, reinforcing their direct-to-market capabilities
and exerting downward pressure on prices. In
the absence of effective anti-dumping duties or
safeguard measures, multinational corporations
are benefiting from economies of scale and global
supply alliances able to sustain undercut pricing
strategies, thereby impacting the profitability of
domestic manufacturers.

The situation is further complicated by ongoing
partnerships being explored between multinational
players and Indian refiners aiming to secure a
share of the polyol market. Should these alliances
materialize, the market could see excessive supply,
putting further strain on margins unless domestic
demand sees proportional growth or import volumes
are rationalized. The market concentration globally,
with a few large players controlling over 60% of PU
raw material capacity, enhances the strategic and
pricing control wielded by global majors—limiting
domestic players' negotiating power and pricing
flexibility.

In addition to market pressures, the chemical and
petrochemical sectors face growing scrutiny from
environmental advocacy groups, some of which
lack a data-based understanding of industrial
processes. Public campaigns and misinformation
on social media sometimes impede regulatory
clearances and delay investment cycles.
Suggestions such as the blanket implementation
of Zero Liquid Discharge (ZLD) systems. Though
environmentally progressive, it may pose significant
practical and financial challenges. These systems
are capital-intensive and may not be technically
feasible across all chemical manufacturing setups,
especially for marine discharge operations.

In this context, your Company's ability to
expand upstream feedstock capacities has been
constrained, potentially leading to greater reliance
on imports and long-term dilution of pricing power.
Nonetheless, your Company remains committed
to environmental stewardship and has actively
engaged with CSIR-NEERI to evaluate the technical

and economic viability of adopting partial or full ZLD
frameworks. The outcome of this study, expected
by Q2 FY 2025-26, will determine the roadmap
for compliance, and your Company is prepared
to make phased investments in line with statutory
requirements.

Your Company's upgraded bio-based effluent
treatment systems continue to comply with all
permitted marine discharge norms, demonstrating
its commitment to sustainable operations. However,
given the inherent limitations of biological systems
over extended durations, Company is continuously
tracking emerging treatment technologies and
global benchmarks to ensure ongoing compliance
and operational resilience.

Supporting its broader decarbonization strategy,
your Company achieved a key milestone by
successfully transitioning both its Plant-1 and
Plant-2 to Regasified Liquefied Natural Gas (R-LNG)
as the exclusive thermal energy source. This shift,
facilitated by the introduction of Low NOx burners,
significantly reduces greenhouse gas emissions
and aligns with national and global climate goals.
In recognition of these proactive sustainability
initiatives, the Company has been granted a
renewed Consent to Operate (CTO) valid until
March 2027.

Operationally, your Company continues to engage
with the Government of Tamil Nadu regarding
the lease renewal for Plant-2, which expired in
2017. The application had been submitted well in
advance, and the Company has since maintained
continuity in good faith by remitting lease
payments on schedule. Constructive engagement
with concerned authorities is ongoing, and your
Company is hopeful for an expedited resolution.

Your Company continues to navigate a highly
competitive and regulated operating environment.
market risks, environmental compliance pressures,
and raw material supply challenges remain key
concerns. However, the Company's sustained
focus on cost optimization, sustainability, product
innovation, and strategic collaborations positions
it well to mitigate these risks, unlock new growth
opportunities, and secure long-term value for
stakeholders.

Outlook

According to the April 2025 International Monetary
Fund (IMF)-World Economic Outlook and recent

OECD assessments, global economic conditions
remain subdued. Persistent uncertainty, heightened
trade and geopolitical tensions, and inflationary
pressures have resulted in moderate global GDP
growth projections of 3.3% for both 2025 and 2026.
This tepid outlook reflects stable but restrained
expansion, with advanced economies maintaining
resilience due to steady private consumption
despite broader global challenges.

Inflationary pressures are abating in 2025, providing
some optimism after several years of volatility. The
average global inflation rate is expected to decline
to approximately 4.2%, an improvement over recent
years. While developed countries are drawing
nearer to their long-term inflation targets, emerging
markets continue to contend with elevated costs
arising from structural issues. Barring unexpected
disruptions, inflation is anticipated to remain within
manageable bounds moving forward.

Indian Economic Outlook

India is poised to remain a standout performer
among major economies in 2025. The IMF forecasts
India's GDP to expand by 6.2% this year, making it
one of the world's fastest-growing large economies.
This robust momentum is underpinned by vigorous
domestic consumption, increased government
investment in infrastructure, and policy initiatives
promoting private sector engagement.

Inflation in India has eased notably, reaching a multi¬
year low of 2.82%. Rural consumption is recovering,
driven by favourable monsoon conditions and
improved agricultural production. Urban demand
also remains strong, supported by rising activity in
travel, hospitality, and real estate sectors. Export
performance has stayed stable, particularly in
services, despite ongoing global trade challenges.

Growth in manufacturing, renewable energy, digital
services, and specialty chemicals is being propelled
by supportive government policies, such as the
Production Linked Incentive (PLI) scheme, and a
growing emphasis on ESG-driven (Environmental,
Social, and Governance) investments.

While India's economic outlook is positive, several
risks persist including global instability, rising
energy prices, export volatility and other related
matters.

A significant development impacting the domestic
PU market has been the anticipation and

announcement of Anti-Dumping Duties (ADD) on
slabstock polyols. Following concerted efforts, your
company filed an application with the Directorate
General of Trade Remedies (DGTR), resulting in
the DGTR announcing ADD on slabstock products
on 28^th March 2024. However, the final approval
by the Ministry of Finance could not be obtained.
Your Company has filed fresh ADD application on
28^th January 2025 covering China, Thailand and
Saudi Arabia and expecting a positive response.

Subsidiaries

As on 31^st March 2025, the Company has 2 (Two)
Wholly Owned Subsidiaries (WOS) and 4 (Four)
Step Down Subsidiaries (SDS). The financials of
all these subsidiaries have been consolidated as
applicable and the financial and other information
have been furnished in the Consolidated Financial
Statement(CFS) attached to this Report.

AMCHEM, Singapore

AMCHEM Speciality Chemicals Private Limited,
Singapore, set-up by the Company in 2015-16,
to expand its global footprint, holds the foreign
assets of the Company. Your Company had
invested in 2015-16 US$ 16.32 million (equivalent
to ' 110.32 crore) in the WOS to part fund the
acquisition of Notedome Limited, UK and also for
further exploratory work. During the year 2016-17
the WOS set up AMCHEM Speciality Chemicals UK
Limited (AMCHEM, UK) as its WOS which acquired
an operating unit namely Notedome Limited, UK.

Your Company made further investment of
US$ 35 million (equivalent to about ' 288 crore)
during November 2022. With this, the aggregate
investment in the subsidiary is US$ 51.42 million
(equivalent to about ' 398 crore). As at 31^st March
2024, AMCHEM, Singapore is a material subsidiary
of your Company.

For FY 2024-25, the total income of AMCHEM,
Singapore was US$ 3.42 million (equivalent to
' 28.90 crore) and the profit for the year was
US$ 2.00 million (equivalent to ' 16.89 crore).
AMCHEM, Singapore continues to explore further
opportunities for acquisition of overseas facilities
for enhancing Company's global presence,
and also has interests in trading, transaction
facilitations, business and project consultancy. The
details of each of the investment made in step down
subsidiaries have been covered separately.

NOTEDOME LIMITED, UK

Notedome, established in 1979, is a System House
with more than 30 years' experience, manufacturing
Neuthane Polyurethane Cast Elastomers catering
to customers across 45 countries. Neuthane
polyurethanes are used in diverse range of industries
and applications, in the automotive sector for anti¬
roll bar, suspension and shock bushes for buses,
trucks and other high-performance vehicles, limit
or bump stops, material handling etc. and in the
agriculture sector for Rollers, Harvester components
and idler wheels on track laying tractors.

The total revenue of Notedome for the year
under review was £ 9.08 million (equivalent to
' 97.95 crore), profit £ 1.64 million (equivalent to
' 17.73 crore) and achieved its highest EBITDA on
record. This milestone was reached by improving
gross margins through strong pricing strategies,
leveraging the specialty product offerings, global
sourcing initiatives, and effective management of
operating expenses.

Notedome is actively exploring new markets and
developing innovative products, with a particular
focus on bio-based solutions, as part of its strategic
business plan. However, overall demand remains
sluggish due to a slowdown in new projects
and broader market headwinds. To maintain a
competitive product portfolio, Notedome continues
to prioritize technology and innovation through
dedicated R&D efforts. The company is also
strengthening its resources and infrastructure to
meet anticipated demand growth.

Aligned with the group's sustainable strategic
objectives, Notedome has implemented energy
optimization measures, including the installation
of solar panels, to reduce costs and support the
transition to renewable green energy.

PENNWHITE LIMITED, UK

Your Company, through its WOS AMCHEM,
SG acquired Penn Globe Limited, UK (PGL) on
30^th November 2022 by acquiring its entire stake
(100%) for a consideration of GBP 24.98 million. With
this acquisition by AMCHEM, SG, PGL along with
its two subsidiaries in UK viz., Penn-White Limited
(PWL) and Pennwhite Print Solutions Limited (PPSL)
have become wholly owned stepdown subsidiaries
of the Company.

PWL, UK is a leading manufacturer of antifoam
chemistry under the FoamDoctor® brand which
is sold in more than 50 countries. A wide range of
other speciality chemicals are also manufactured
to service the needs of long-term customers in
a wide range of applications, like food and food
processing, wastewater treatment, upstream and
downstream oil, and increasingly in the coatings
and adhesives industry.

During the year under review, the Company
achieved growth in both turnover and EBITDA
compared to the previous year. Despite ongoing
challenges in global markets, it maintained healthy
margins, strengthened its presence in key markets,
and continued to invest strategically in sales and
marketing initiatives, including the recruitment of
additional commercial personnel. The Company
remains committed to systematically executing its
long-term growth strategy.

To support the enhancement of its innovative
product portfolio, the Company expanded its
development activities and committed additional
resources for laboratory equipment and capabilities.
With growing demand in its two primary focus areas
viz., food & beverage, and wastewater & recycling,
the market outlook remains positive, underpinned
by an increasing emphasis on sustainability.

In FY 2024-25, the Company's wholly owned
subsidiary in India, PennWhite India Private Limited,
commenced operations and successfully acquired
the intellectual property and commercial book of
business relating to the foam control segment of
Sicagen Limited. This strategic acquisition marks
the Company's entry into the fertiliser foam control
market in India.

Further, a lease agreement was also concluded for
a plot of land in Oragadam, Chennai for setting up
the manufacturing facilities. This facility is expected
to become a key driver of the Company's long-term
growth in the Asia-Pacific region, with manufacturing
operations planned to commence in FY 2025-26.

The revenue for PennWhite Limited, UK for the
reporting period was £ 13.71 million (equivalent to
'142.61 crore) and profit £ 2.14 million (equivalent
to ' 22.22 crore).

During FY 2023-24, PPSL and PGL were liquidated
and PWL became direct subsidiary of AMCHEM,
SG.

Other Subsidiaries

During June 2023, your Company had incorporated
a wholly owned subsidiary in India viz., Manali
Speciality Private Limited, primarily engaged in the
business of Speciality Chemicals.

During July 2023, Notedome, UK had incorporated
a wholly owned subsidiary in Germany viz.,
Notedome Europe GmbH, primarily engaged in
the business of Chemicals including Polyurethane
Casting Elastomer systems and related products
and services.

The above two entities are in the process of setting
up its business and are yet to commence their
business operations.

Environment and Safety

Your Company continues to uphold its commitment
to environmental sustainability, occupational health
and safety, and quality excellence through well-
established, integrated management systems
and continuous improvement initiatives. Your
Company operates under comprehensive policies
governed by dedicated in-house teams and internal
committees, ensuring strict adherence to statutory
and voluntary standards.

Your Company maintains rigorous compliance
with ISO 9001:2015 - Quality Management System
and ISO 14001:2015 - Environmental Management
System. These certifications are upheld through
periodic internal reviews, audits, and surveillance
assessments to ensure alignment with evolving
regulatory requirements and global best practices.

Also as indicated earlier, the transition in both
Plant-1 and Plant-2 exclusively on R-LNG, replacing
conventional fossil fuels has significantly reduced
air emissions and enabled full compliance with
applicable environmental regulations, aligning
with national and global commitments toward
low-carbon industrial operations.

Your Company has also entered into long-term
agreements with leading renewable energy
providers.

These partnerships are established under the
Group Captive Power Scheme, collectively covering
approximately 68% of the Company's total energy
requirement. This strategic transition marks a
significant step towards reducing dependency on

conventional fossil fuels and aligning operations
with environmental best practices.

Despite initial setbacks including project delays
caused by flooding and logistical challenges, your
Company had successfully sourced nearly about
25% of its total energy consumption from renewable
sources during FY 2024-25. This marks the initial
phase of its green energy program, with a significant
scale-up expected as infrastructure becomes fully
operational in the coming months.

This initiative not only ensures compliance with
evolving environmental regulations but also
solidifies the Company's role as a responsible
corporate citizen contributing meaningfully to
India's clean energy goals.

Aside, your Company has also implemented
advanced heat recovery systems including flue
gas heat recovery for combustion air preheating
and effluent heat recovery for boiler feed water
preheating aimed at improving thermal efficiency
and reducing fuel consumption and lowers
greenhouse gas emissions across key utility
operations.

Through sustained adoption of energy-efficient
technologies and transition to cleaner fuel sources,
the Company achieved a reduction of 55,278
tonnes of CO₂ equivalent (TCO₂e) annually. This
milestone underscores our strong commitment to
sustainability, environmental responsibility, and
alignment with global efforts to combat climate
change.

On Carbon Sequestration and Biodiversity, your
Company has implemented afforestation initiatives
covering 19.55 hectares over last three years, with
the plantation of 29,100 saplings across 33 native
tree species, in line with MoEF&CC guidelines.
These efforts not only enhance local biodiversity
and ecosystem resilience but also contribute
significantly to carbon capture.

During the last fiscal year, the plantations
sequestered approximately 1,900 MT of CO₂, with
this potential expected to increase as the trees
mature. All sites are being actively nurtured to
ensure healthy, long-term growth.

This initiative reflects our proactive approach
to environmental stewardship, reinforcing our
commitment to reducing carbon footprints and
building a greener, sustainable future.

On handling of transportation of hazardous materials
like Ethylene Oxide (EO) your Company has
proactively invested in technologically advanced
double-walled tankers for the movement of EO.
These specialized tankers are designed to offer
enhanced protection against leaks, temperature
variations, and other transit-related risks, ensuring
the safe handling of this highly sensitive and
hazardous material.

Your Company places its highest priority on the
safety of its personnel, assets, and operations,
fostering a strong culture of safety through regular
engagement, training, and system improvements.
As part of its commitment to continuous safety
enhancement, the Company organizes Safety
Week each year, featuring a variety of activities and
competitions aimed at promoting awareness of
safe manufacturing practices among employees at
all levels.

Going beyond compliance with statutory safety
standards, the Company has taken proactive
measures to modernize its fire hydrant systems
and upgrade safety protocols to handle hazardous
chemicals such as Propylene, Propylene Oxide,
Ethylene Oxide, Styrene, and Chlorine. These
substances require advanced safety infrastructure
and response mechanisms, which have been
integrated into plant operations.

To effectively implement this green belt initiative,
additional land was acquired through the Greater
Chennai Corporation (GCC). The company has
allocated nearly 0.75% of the total project cost
of Propylene Glycol expansion towards the
development and maintenance of the green belt
over the next five years, after which it will be formally
handed over to the GCC for continued upkeep.

Audit Committee

The details about the Committee are furnished in
the Corporate Governance Report (CGR). All the
recommendations of the Committee were accepted
by the Board.

Vigil Mechanism

As required under Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations 2015,
the Company has established a vigil mechanism
for directors and employees to report their genuine
concerns through the Whistle Blower Policy as
available on the website of the Company. As
prescribed under the Act and the SEBI Listing

Regulations 2015, provision has been made for
direct access to the Chairperson of the Audit
Committee in appropriate / exceptional cases.

Human Resources

Your Company recognizes and cultivates internal
talent through strategic initiatives. One such effort
is “IGNITE,” a platform established by management
to encourage experimentation, research, and
innovation among our young engineers. This cross¬
functional team, comprising 22 engineers and 3
mentors, actively participates in key projects to
drive results and foster a culture of innovation.
Believing in the transformative power of continuous
learning, the Company developed the LEAD
program (Learn, Enhance, and Aspire to Develop).
This initiative aims to nurture internal leaders by
encouraging them to share their subject matter
expertise with cross-functional teams. To date,
approximately 10 knowledge-sharing sessions on
various topics have been conducted.

To deepen industrial knowledge and awareness of
best practices, the Company organized industrial
visits to leading chemical and engineering firms.
Around 20 engineers participated in these visits,
gaining first-hand exposure to industry standards
and practices.

Demonstrating our commitment to Diversity &
Inclusion, the Company actively promotes women's
leadership across all functions, particularly in core
technical roles. Succession planning is integral
to our talent strategy: promising young female
professionals have been identified and assigned
to significant projects and technical services,
supporting both retention and a strong leadership
pipeline.

Your Company prioritizes the safety and wellbeing of
its young workforce. The SHFT (Session on Health
and Fitness Training) employee wellness program is
regularly conducted by medical professionals, and
employees are encouraged to use the onsite fitness
centre to support their overall health.

Additionally, range of cultural and behavioural
initiatives have been implemented to foster
an inclusive, participative decision-making
environment.

Industrial relations remain generally positive.
However, a long-standing wage dispute originating
in 2001, which was previously before the Supreme
Court and is currently pending in the Madras

High Court, continues to involve a small group
of workers. Most workmen have accepted the
management's settlement offer after constructive
dialogue, while the remaining claims are still under
judicial consideration.

As of March 31, 2025, the company employed 321
individuals across various locations, including
Executive Directors, Senior Management Personnel,
Engineers, Technicians and Trainees

Related Party Transactions

During the year under review, there were no
transactions not at arm's length basis within the
meaning of Section 188 of the Act. During the
year, board has reviewed and amended the policy
on related party transaction which is available on
the website of the Company viz., https://www.
manalipetro.com/wp-content/uploads/2025/04/
RPT-Policy-2025.pdf

As required under Regulation 23(2) of the SEBI
Listing Regulations 2015, approval of the Members
was obtained for transactions with Tamilnadu
Petroproducts Limited during the year 2024-25 at the
38^th Annual General Meeting. Based on professional
advice and for administrative convenience, it has
been proposed that such prior approvals could
be for 12 months from October to September and
hence a fresh proposal seeking prior approval
of the Members for the same is being placed for
consideration of the Members at the ensuing AGM.

Board of Directors and related disclosures

As on date of the Report, the Board comprises of
twelve directors including three woman directors.
There are six Independent Directors, and all of them
have furnished necessary declaration under Section
149(7) of the Act and under Regulation 25(8) of the
Regulations. As per the said declarations, they meet
the criteria of independence as provided in Section
149(6) of the Act and the SEBI Listing Regulations
2015. All of them have confirmed that they have
registered themselves with the Indian Institute of
Corporate Affairs under Rule 6 of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014, as amended and all of them have been
exempted from or passed the proficiency test.

The Board met five times during the year under
review and the relevant details are furnished in the

CGR. The Board has approved a Remuneration
Policy as recommended by the Nomination and
Remuneration Committee (NRC), which inter alia
contains the criteria for determining the positive
attributes and independence of a director as
formulated by the NRC. The policy on remuneration
to directors is disclosed in the CGR annexed to this
Report.

The following changes took place in the composition
of the Board and KMPs since the last AGM held on
18^th September 2024 until the date of this report:

a. Mr. R Chandrasekar (DIN: 06374821) was
elevated and redesignated as Managing Director
and Chief Executive Officer - MPL Group w.e.f.
1^st February 2025.

b. Mr. G R Sridhar (DIN: 10596912) was
redesignated as Wholetime Director (Head of
Plant Operations) w.e.f. 1^st February 2025.

c. Mr. Niranjhan Madras Srinivasan (Mr. M S
Niranjhan) (DIN: 01650785) was appointed
as an Additional Director under Independent
category w.e.f., 05.02.2025 for a period of five
years. The said appointment was regularized
by the Members via postal ballot process.
Subsequently Mr. M S Niranjhan ceased to
be director of the Company w.e.f close of
business hours on 11^th August 2025 consequent
to his resignation vide his letter dated
11^th August 2025.

d. Mr. Hugo Patrice Michel Chardon
(Mr. Hugo Chardon) (DIN: 10919071) was
appointed as an Additional Director under
Non-Independent category w.e.f., 05.02.2025.
The said appointment was subsequently
regularized by the Members via postal ballot
process.

e. Mr. R Swaminathan ceased to be Company
Secretary w.e.f. 6^th February 2025 consequent
to his resignation. Mr. G Sri Vignesh was
appointed as the Company Secretary w.e.f.
7^th February 2025.

Annual Evaluation of the Board, Committees and
Directors

The formal evaluation of the Board was done taking
into account the various parameters such as the
structure, meetings, functions, risk evaluation,

management of conflict of interests, stakeholder
value & responsibility, corporate culture & value,
facilitation to the Independent Directors to function
impartially and other matters. The evaluation of
the Committees was done based on the mandate,
composition, effectiveness, structure and meetings,
independence and contribution to the decisions of
the Board.

The evaluation of the individual directors, including
the independent directors was done taking into
account their qualification, experience, competency,
knowledge, understanding of their respective
roles (as a Director, Independent Director and as
a Member of the Committees of which they are
Members/Chairpersons), adherence to Codes and
ethics, conduct, attendance and participation in the
meetings, etc. In compliance with the requirements
of Schedule IV to the Act and the Regulations, a
separate meeting of the Independent Directors was
held during the year under review.

Directors’ Responsibility Statement

Pursuant to the requirement of sub-sections 3(c)
and 5 of Section 134 of the Act it is hereby confirmed
that:

a. in the preparation of the annual accounts for
the financial year ended 31^st March 2025, the
applicable Accounting Standards had been
followed along with proper explanation relating
to material departures.

b. the Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that were
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 of
the Company for the year under review.

c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d. the Directors had prepared the accounts for
the financial year ended 31^st March 2025 on a
“going concern” basis.

e. the Directors, had laid down internal financial
controls to be followed by the company and that

such internal financial controls are adequate
and were operating effectively and

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.

Details of Unclaimed Share Certificates

In accordance with the requirements of Clause
5A of the erstwhile Listing Agreement, during the
year 2012-13 shares remaining unclaimed even
after 3 reminders have been transferred and held in
a separate demat account. As per the information
provided by the Registrars and Share Transfer
Agent, out of the 63,824 shares, which remained
unclaimed by 261 shareholders at the beginning of
the FY, 900 shares were released to 4 shareholders
during the year. Further, 8,175 shares relating to
27 shareholders were transferred to the Investor
Education and Protection Fund in compliance
with the requirements of Section 126(6) of the Act.
As at the end of the FY, 54,749 shares remained
unclaimed by 230 shareholders. As specified under
the Regulations, the voting right on the above
shares remain frozen.

A separate suspense escrow demat account has
been opened for moving the shares, if any, required
to be transferred beyond 120 days from issuing of
Letter of Confirmation by the Company as stipulated
under SEBI Circular dated 30^th December, 2022.
As at 31^st March, 2025, no shares have been
transferred to the said account. Subsequently as on
11^th August 2025, 1,200 Shares were transferred to
the said account.

Auditors

Brahmayya & Co., Chartered Accountants, Chennai
were re-appointed as the Auditors of the Company
for the second term at the 36^th Annual General
Meeting held on 28^th September 2022 for a period
of five years, viz. till the conclusion of 41^st AGM.

Maintenance of Cost Records & Cost Audit

The Company is required to maintain cost records
as specified by the Central Government under
Section 148(1) of the Act and is also covered
under Cost Audit, which are duly complied with.
M Krishnaswamy & Associates, Cost Accountants,
Chennai were appointed as the Cost Auditors of
the Company for the financial year 2024-25 on a
remuneration of ' 3.00 lakh plus applicable taxes

and reimbursement of out-of-pocket expenses
which was ratified by the Members at the AGM held
on 18^th September 2024.

Based on the recommendation of the Audit
Committee, Board has appointed Mr. L Thriyambak
as the Cost Auditor for the year 2025-26 to hold
office till 30^th September 2026 or submission of the
report for the year 2025-26, whichever is earlier. The
remuneration will be '3 lakh, plus applicable taxes
and reimbursement of out-of-pocket expenses
subject to ratification of the Members at the
ensuing AGM.

Adequacy of Internal Financial Controls

Your Company has in place adequate internal
financial control systems combined with delegation
of powers and periodical review of the process.
The control system is also supported by Internal
Audit and management review with documented
policies and procedures. In the past the system was
also reviewed by an external agency, and no major
weaknesses were reported. To ensure effective
operation of the system, periodical reviews are
made by the Internal Auditors and their findings
discussed by the Audit Committee and with the
Statutory Auditors. The Statutory Auditors of the
Company have also furnished certificates in this
regard, which are attached to their Reports.

Corporate Governance

Your Company has complied with the requirements
of Corporate Governance stipulated under the
Regulations. A Report on Corporate Governance is
given in Annexure A. Declaration of the Managing
Director & Chief Executive Officer - MPL Group on
compliance with the Code of Conduct of the Board
and Senior Management and compliance certificate
from Practicing Company Secretary regarding
compliance of conditions of Corporate Governance
are given in Annexure B. Secretarial Audit Report as
required under Section 204 of the Act, was issued
by Ms. B Chandra, Company Secretary in Practice
is annexed to this Report as Annexure C.

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

a. The ratio of remuneration of Managing Director/
Wholetime Director to the median remuneration
of other employees of the Company was 39.83%.

b. The increase in remuneration of MD & CEO:
38%*, CS:6.06%#, WTD: NA, CFO: NA.

*PLP not included for FY 2023-24 & 2024-25.

#(1) PLP Considered for FY 2024-25, (2) Salary Considered
upto 06.02.2025

c. The increase in the median remuneration of the
employees was 15.65%.

d. As at the year end, there were 320 permanent
employees, including MD, WTD and excluding
trainees.

e. During the year, the average increase in the
salaries other than managerial remuneration
was 17.28% and the increase in managerial
remuneration was 58.70%. Considering the
performance of the Company and respective
individuals during the year under review, the
increase in managerial and other remuneration
are deemed reasonable which have been
determined based on the appraisal process
adopted by the Company.

f. Information stipulated under Rule 5(2) are given
in Annexure D to this Report.

g. The remuneration paid to the employees are as
per the remuneration policy of the Company.

Note: Wages to workmen covered under the wage

settlements have not been considered for (c) and

(e) above.

Other disclosures

a. Information on conservation of energy,
technology absorption, foreign exchange
earnings and outgo prescribed under Section
134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, to the extent applicable
are given in Annexure E.

b. Pursuant to Section 92(3) of the Act, the Annual
Return filed during the year under review has
been uploaded on the website of the Company
under the link https://www.manalipetro.com/
investors/annual-return/

c. The Company has not accepted any deposits
from the public during the year under report.

d. The information under Section 186 of the Act
relating to investments, loans, etc. as at the
year-end has been furnished in Notes to the
Financial Statements.

e. The annual report on CSR is given in
Annexure F.

f. The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. No cases were filed
under the said Act.

Following are the details:

i. No. of complaints of sexual harassment
received in the year: NIL

ii. No. of complaints disposed off during the
year: NA

iii. Number of cases pending for more than
ninety days: NA

g. The Company has complied with the provisions
relating to the Maternity Benefit Act 1961.

h. The Company has complied with the
requirements of all the applicable Secretarial
Standards.

i. Significant changes in key financial ratios:

During the year under review, net margin decreased
by 16%. The current ratio and inventory turnover ratio
decreased by about 34% and 48% respectively. The
Return on Net worth was at (0.92)% in 2024-25 as
against (0.95)% in 2023-24. All these were because
of reduction in price realizations during the year.

The complete details of Ratios along with Variance
are provided in Note 52, clause xii of Standalone
Financial Statements.

Acknowledgement

Your Directors express their sincere gratitude to the
Government of India, the Government of Tamilnadu,
the Promoters and the Banks for the assistance,
co-operation and support extended to the
Company. The Directors thank the Shareholders
for their continued support. The Directors also
place on record their appreciation of the consistent
good work put in by all cadres of employees and
especially for raising up to the occasion and
ensuring sustained operations during the year.

Disclaimer

The Management Discussion and Analysis
contained herein is based on the information
available to the Company and assumptions based
on experience in regard to domestic and global
economy, on which the Company's performance
is dependent. It may be materially influenced
by changes in economy, government policies,
environment and the like, on which the Company
may not have any control, which could impact the
views perceived or expressed herein.

For and on behalf of the Board

Ashwin C Muthiah
Place: Chennai DIN: 00255679

Date: 11.08.2025 Chairman