53rd Annual General Meeting of the company

TFL/BSE/AGM/2025-26 3rd September 2026 The Listing Department M/s BSE Limited P.J. Towers Dalal Street, Mumbai - 400 001 Dear Sir/Madam, Sub: Notice of 53rd Annual General Meeting of the Company This is to inform you that the 53rd Annual General Meeting (AGM) of the Company is scheduled to be held on Friday, the 25th day of September 2026 at 5.00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). The notice and explanatory statement of the 53rd Annual General Meeting along with E-Voting instructions is enclosed. The Annual Report along with the notice of AGM has been dispatched to all the eligible shareholders through e-mail on 03-09-2026. The Register of Members & Share Transfer books of the Company shall remain closed from 18th September 2026 to 25th September 2025 (both days inclusive) for the purpose of 53rd Annual General Meeting of the Company for the financial year ended 31st March 2026. Kindly request you to take it on records. Thanking you, Yours faithfully, For Tuticorin Alkali Chemicals and Fertilizers Limited, C S Vijayalakshmi Company Secretary Tuticorin Alkali Chemicals and Fertilizers Limited 88 Mount Road Guindy Chennai 600 032 India Tel +91 44 22352513 Fax +91 44 22352163 CIN: L24119TN1971PLC006083 Email: info@tacfert.com Website: www.tacfert.in 202 - 2 Board of Directors* Mr. Ashwin C Muthiah DIN 00255679 Chairman Ms. Devaki Muthiah Chardon DIN 10073541 Director Mr. K.R. Anandan DIN 00314502 Director Ms. Sashikala Srikanth DIN 01678374 Independent Director Mr. T.K. Arun DIN 02163427 Independent Director Mr. G D Sharma DIN 08060285 Independent Director Ms. Latha Ramanathan DIN 07099052 Independent Director Mr. E. Rajeshkumar DIN 10207780 Wholetime Director *As on 12th August 2026 Mr. D Prem Babu Chief Financial Officer Ms. C S Vijayalakshmi Company Secretary Auditors Statutory Auditors Secretarial Auditors M/s. M S K A & Associates LLP M/s. KRA & Associates (Formerly known as M/s. M S K A & Associates) Company Secretaries, Chartered Accountants, New Colony, 10th Street Olympia Cyberspace, Floor 10, Module 4, Adambakkam, Chennai - 600 088 No: 4/22, Arulayiammanpet, SIDCO Industrial Estate, Guindy, Chennai - 600032. Bank YES Bank Limited Contents Page No. Notice 1 Registered Office E-Voting Instructions 3 “SPIC House” Directors' Report and Management Discussion 17 88, Mount Road, & Analysis Guindy, Chennai - 600 032. Report on Corporate Governance 27 Phone : 044 - 2235 2513 Secretarial Audit Report 41 Independent Auditors' Report 44 E-mail : info@tacfert.com Balance Sheet 52 CIN : L24119TN1971PLC006083 Statement of Profit and Loss 53 Notes on Accounts 56 Plant: Notes : Balance Sheet 61 Harbour Construction Road, Notes : Statement of Profit and Loss 73 Tuticorin - 628 005, Tamilnadu. Phone : 0461-2355612 E-mail : adminsite@tacfert.com TUTICORIN ALKALI CHEMICALS AND FERTILIZERS LIMITED ANNUAL REPORT 2025-26 NOTICE NOTICE is hereby given that the 53rd Annual General Meeting of Amount (Rs. per Annum) TUTICORIN ALKALI CHEMICALS AND FERTILIZERS LIMITED will a. Basic Salary, Allowances and Perquisites: 55,58,089 be held on Friday, the 25th September 2026 at 5.00 P.M. IST through b. Performance pay: 11,25,000 two-way Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business: c. Contribution to Provident Fund, NPS and gratuity: 8,16,911 d. In addition to the above, reimbursement of actual entertainment ORDINARY BUSINESS: and travelling expenses including local travel incurred by 1. To receive, consider and Audited Financial Statements of the Mr. E Rajeshkumar in relation to the discharge of his duties Company and other Reports for the Financial Year ended pertaining to the operations of the business of the Company. 31st March 2026 by passing the following as an Ordinary e. Contribution to Provident & other fund, Gratuity, leave eligibility Resolution: and encashment of leave and other benefits shall be as per the "RESOLVED THAT the Audited Financial Statements of the Service Rules of the Company Company for the Financial Year ended 31st March, 2026 together RESOLVED FURTHER THAT in the event of any inadequacy or with the Auditor's Report thereon and the Report of the Board of absence of profits during the duration of the tenure of appointment Directors for the financial year ended on that date be and are of the above Whole Time Director, the above remuneration shall hereby received, considered and adopted." be the minimum remuneration. 2. To re-appoint Mr. K R Anandan (DIN: 00314502) who retires RESOLVED FURTHER THAT the Board of Directors of the by rotation and being eligible offers himself for re-appoint- Company be and are hereby authorized to do all acts, deeds, ment as a Director by passing the following as an Ordinary matters, and things as may be deemed necessary or expedient, Resolution: in connection therewith or incidental thereto, to give effect to the aforesaid resolution." "RESOLVED THAT pursuant to Section 152(2), 161 and other applicable provisions, if any, of the Companies Act, 2013, and the 5. To consider and, if thought fit, to pass with or without Articles of Association of the Company, Mr. K R Anandan modification the following as a Special Resolution: (DIN: 00314502), a Director retiring by rotation being eligible offers "RESOLVED THAT pursuant to the provisions of Sections 196, himself for re-appointment, be and is hereby reappointed as a 197 and other applicable provisions of the Companies Act, 2013 director of the Company, liable to retire by rotation." (the Act), the Rules made thereunder read with Schedule V (including any statutory modification or re-enactment thereof), SPECIAL BUSINESS: Article 36(d) of the Articles of Association of the Company and 3. To consider and, if thought fit, to pass with or without other approvals, as may be necessary, consent of the Members modification the following as an Ordinary Resolution: be and is hereby accorded for payment of special incentive of Rs. 12 Lakhs (Rupees Twelve Lakhs only) to Mr. E Rajeshkumar, "RESOLVED THAT Pursuant to section 148 (3) of the Companies (DIN: 10207780), Whole time Director of the Company for the Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Financial Year 2025-26." Rules) 2014, and based on the recommendations of Board of Directors, the approval of the members is hereby accorded for 6. To consider and, if thought fit, to pass with or without appointment of B Y & Associates, Cost Accountants, Chennai, as modification the following as an Ordinary Resolution: the Cost Auditor of the Company to conduct audit of cost record "RESOLVED THAT pursuant to the provisions of Regulation 23 made and maintained by the Company pertaining to Chemicals of the Securities and Exchange Board of India (Listing Obligations and Fertilizers for the Financial Year ending 31st March, 2027 at and Disclosure Requirements) Regulations, 2015 ("Listing a remuneration of Rs. 1,00,000/- per annum plus applicable taxes Regulations") and other applicable provisions, if any, [including and reimbursement of out-of-pocket expenses be and is hereby any statutory modification(s) or amendment(s) thereto or approved and ratified.” re-enactment(s) thereof, for the time being in force], the Company's Policy on Materiality and Dealing with Related Party 4. To consider and, if thought fit, to pass with or without Transactions, and subject to such approval(s), consent(s), modification the following as a Special Resolution: permission(s) as may be necessary from time to time and based "RESOLVED THAT pursuant to the provisions of Sections 197 on the approval/ recommendation of the Audit Committee and the and 198 and other applicable provisions if any, of the Companies Board of Directors of the Company, consent of the Members is Act, 2013 (the Act) read with Schedule V and relevant rules made hereby accorded to the Material Related Party Transaction(s)/ thereunder and subject to such other approvals as may be [Showing first 8,000 characters — download PDF for full document]