TANFAC Industries Ltd

TANFAC Industries Limited trading window closed from October 01, 2026 till the expiry of 48 hours after the declaration of Un-audited Financial Results for the quarter and half year ending September 30, 2026

AGM Details

• Date/time and mode: 23 Sep 2026, 12:30 PM–1:11 PM, via VC/OAVM.
• Record/cut-off voting date: 16 Sep 2026.
• AGM conducted via VC/OAVM with remote and on-site voting.

Key Resolutions

• Adopt Audited Financial Statements, Board Report and Auditor's Report.
• Declare final dividend of ₹4.50 per equity share.
• Re-appoint Director R Karthikeyan, retiring by rotation.
• Appoint Statutory Auditors for five years; remuneration to be fixed.
• Ratify Cost Auditor remuneration for 2026-27.
• Appoint Secretarial Auditor for five consecutive years.
• Special: Revise remuneration payable to Managing Director Afzal Malkani.

Voting Results

• Resolution 1 passed; 99.9999% in favour; 0.0001% against.
• Resolution 2 passed; 99.9999% in favour; 0.0001% against.
• Resolution 3 passed; 99.9999% in favour; 0.0001% against.
• Resolution 4 passed; 99.9999% in favour; 0.0001% against.
• Resolution 5 passed; 99.9999% in favour; 0.0001% against.
• Resolution 6 passed; 99.9999% in favour; 0.0001% against.
• Resolution 7 passed; 99.9988% in favour; 0.0012% against.

Dividend

• Final dividend approved: ₹4.50 per equity share.

Directors

• R. Karthikeyan re-appointed as Director; retires by rotation.

Auditors

• Statutory Auditors: Ramasamy Koteswara Rao & Co LLP for five years; remuneration to be fixed.
• Cost Auditor remuneration ratified for 2026-27.
• Secretarial Auditor: M D Baid & Associates for five years.

Remuneration Approvals/Other

• Special Resolution: Revise remuneration payable to Managing Director Afzal Malkani.

Preferential allotment details

• Preferential issue committee approved allotment of 424,647 equity shares at ₹2,341 each (₹99.41 crore total).
• Allottees include promoter Anupam Rasayan India Ltd with 260,065 shares (₹60.88 crore).
• Non-promoter allottees: Alrox Enterprises 100,000; Vivek Jain 53,395; Tatvam Trade 11,187.
• Total investment ₹99.41 crore; post-issue promoter holding rises to 24.99% (from 24.26%).
• Post-issue Anupam Rasayan holding becomes 24.99%; others obtain minority stakes.
• Allotment completed in meeting held September 9, 2026; duration 2:00–2:24 pm.
• Compliance with SEBI ICDR regulations; annexures enclosed.
• No governance changes disclosed.
• Issue price includes premium of ₹2,336 per share.

Overview

• Standalone BRSR for TANFAC Industries Limited, a fluorine-based chemicals producer.
• Main activity: hydrofluoric acid, sulphuric acid, solar-grade HF, aluminium fluoride, and specialty fluorochemicals.
• 100% turnover from fluorine-based chemicals.
• Reporting boundary: standalone; assurance by TÜV SÜD South Asia (limited).
• Exports account for 5.09% of turnover; serves 19 states and 13 countries.

Key ESG Risks & Opportunities

• Energy management: renewable energy use about 1.30 million kWh in FY25-26.
• Renewable energy transition viewed as both risk and opportunity with cost and emission benefits.
• Environmental compliance: periodic filings, internal/external audits; penalties possible on non-compliance.
• Occupational health and safety: ISO 45001 framework with AI monitoring; LTIFR employees 0, workers 0.579.
• Water stewardship: rainwater harvesting, recycling; ZLD systems for selected products.
• Supply chain risk: multiple suppliers; mitigation via procurement planning.
• Opportunities: human capital development, product innovation, and customer satisfaction.
• Governance: Stakeholders Relationship Committee oversees engagement; no separate sustainability committee.
• Policies: Code of Conduct, Whistle Blower, POSH; anti-bribery embedded.
• Assurance: TÜV SÜD South Asia Pvt. Ltd; limited assurance.

Governance & Policy Highlights

• Board oversight; no dedicated ESG committee; policies approved by Board or committees.
• Stakeholders Relationship Committee handles engagement and grievance redressal.
• Policies include Code of Conduct, Whistle Blower, POSH; anti-bribery embedded.
• Assurance: TÜV SÜD South Asia Pvt. Ltd; Limited Assurance.
• Penalty: INR 85,000 under Factory Act; case closed Oct 27, 2025; no appeals noted.
• Compliance with statutory requirements monitored; internal reviews used for improvements.
• Cybersecurity policy exists; no data breach incidents reported.

Social Responsibility & Workforce

• Total workforce: 182 permanent employees; 436 workers; 618 total.
• Female representation: 3.3% among permanent staff; 2.75% among workers.
• Turnover: permanent staff 7.85%; workers 0%.
• Well-being: 100% health/accident coverage; average safety training ~53 hours per employee.
• Union membership: TANFAC Employees Union (CITU) for workers; 9 male workers; no female.
• CSR: 11,742 beneficiaries; 100% from vulnerable groups; education, health, infrastructure initiatives.
• Training: 64 sessions; ~3,404 hours; induction training 100% coverage.
• Grievance mechanisms: Whistle Blower Policy and POSH; escalation paths to MD if needed.
• Return-to-work/retention not reported for parental leave.
• Wellbeing spend: 0.10% of revenue.

Environmental Performance

• Total energy: 574,354 GJ; renewables 70,562 GJ; non-renewables 503,792 GJ.
• Scope 1 emissions: 43,226.55 tCO2e; Scope 2: 7,507 tCO2e.
• Emissions intensity: 7.11e-6 tCO2e per INR; PPP-adjusted 0.00014287.
• Renewable energy procurement: ~1.30 million kWh via solar/wind; ~₹15 lakh investment.
• ZLD system in place for selected products; treated effluent reused.
• Water withdrawals: 644,283 kl; consumption 570,525 kl; reuse 104,893 kl; discharge 73,758.7 KL.
• Waste total: 2,969.62 tonnes; plastics 167.36 t; hazardous waste 1,884.94 t.
• Recovered/recycled: 23,907.33 t; disposed via landfilling 75.25 t.
• Certifications: ISO 9001/14001/45001; independent TÜV SÜD assurance.

Stakeholder Engagement & Complaints

• Key stakeholder groups: employees, investors, customers, suppliers, communities, government/regulators.
• Engagement channels include meetings, surveys, emails, portals, and website notices.
• Shareholders filed 7 complaints in FY25-26; investors reported Nil.
• Whistle Blower and POSH frameworks support grievance handling; escalation to senior management as needed.
• Community CSR engagement in education, health, and infrastructure; CSR policies accessible publicly.

Other Notable Metrics

• RPTs: Purchases from related parties 0.43%; Sales to related parties 1.88%; investments with related parties 100%.
• Purchases from top 10 trading houses 85.27% of total; top dealers account for 100% of dealer sales.
• MSME/small supplier share: 5.64% of purchases; 32.73% within district; 61.37% imports.
• Affiliations: 10 trade/industry associations including MMA, CIA, ICC, CII, MCCI.
• Data privacy: zero data breaches; cyber security policy in place; MSDS/SDS and GHS labeling provided.
• CSR beneficiaries: education and health programs; 11,742 beneficiaries; 100% from vulnerable groups.

Financial performance

• FY26 revenue from operations: 71,107.40 lakhs, up 27.7% YoY.
• Gross profit: 26,634.11 lakhs; gross margin 37.46%.
• EBITDA: 11,206.40 lakhs; EBITDA margin 15.76%.
• PAT: 7,014.29 lakhs; PAT margin 9.86%.
• EPS: ₹35.16; restated post-split basis.
• ROE: 20.48%; ROCE: 20.19%.
• Working-capital cycle: 91 days, improved by 8 days.
• Net debt: ₹4,661.33 lakhs; net debt-free after QIP in FY27 Q1.
• Dividend: final ₹4.50 per share; record date 16 Sep 2026.

Operations and capacity

• Integrated Cuddalore site: 60 acres, total installed capacity ~135,000 TPA.
• HF capacity 100,000 TPA; HF utilisation 101%; DHF capacity 20,000 TPA; utilisation 95%.
• Hydrofluoric acid capacity: 30,000 TPA.
• Solar-grade DHF: first/only producer in India; orders cover ~85% of capacity.
• HFC-32 project: 20,000 TPA; commissioning targeted by end-FY27.

Growth and strategic initiatives

• Transformation accelerated after Anupam Rasayan joined as co-promoter in 2022.
• HFC-32 refrigerant-gas facility to broaden product mix and exports.
• Long-term contracts provide revenue visibility and reduce commodity risk.
• R&D pipeline focuses on HFOs, fluoropolymers, electronic chemicals.
• Solar-grade DHF opportunity linked to solar manufacturing and domestic content.

Capital structure and dividends

• QIP raised ₹25,000 lakhs; company becomes net debt-free post-issuance.
• Equity sub-division: ₹10 to ₹5; paid-up capital now ₹1,060.45 lakhs.
• Proposed final dividend ₹4.50 per share; record date 16 Sep 2026.
• Board considering NSE listing to improve liquidity.

Governance & risk management

• FY26: Afzal Malkani appointed MD Jan 2026; new independent directors added.
• New statutory auditor: M/s Ramasamy Koteswara Rao & Co LLP for 2026-27 to 2030-31.
• Secretarial auditor: M D Baid & Associates for five years.
• Board meetings: 7; Audit Committee: 4; NRC: 2.

ESG and sustainability

• Renewable energy use ~1.30 million kWh in FY26.
• AI-based safety monitoring; safety culture strengthened.
• CSR spend ₹176.21 lakhs; 11,742 beneficiaries; 100% from vulnerable groups.
• ISO 9001, ISO 14001, ISO 45001 certifications maintained.

Outlook and risks

• Refrigerant-gas project to drive growth on commissioning and ramp-up.
• Exports and currency volatility; rupee depreciation aids exports.
• Raw-material price volatility; mitigated by captive inputs and long-term contracts.
• Ongoing regulatory and project-execution risk monitored; phased execution planned.

Dividend and shareholder information

• Final dividend ₹4.50 per share; 90% of face value; payable after AGM.
• Record date: 16 Sep 2026; payment within 30 days of declaration.
• Promoters: TIDCO 26.02%; ARIL 25.80%; TANFAC 51.81% combined.

AGM details

• 52nd AGM scheduled Sept 23, 2026 at 12:30 IST via VC/OAVM.
• Remote e-voting from Sept 20–22, 2026; record date Sept 16, 2026.
• Final dividend ₹4.5 per equity share for FY2025-26.
• Ordinary resolutions: adoption of Audited Financial Statements and Board Reports.
• Director R. Karthikeyan to be re-appointed, retires by rotation.
• Statutory Auditor M/s Ramasamy Koteswara Rao & Co LLP appointed for five years; remuneration ₹27.50 lakhs for 2026-27.
• Cost Auditor remuneration fixed at ₹80,000 for FY2026-27.
• Secretarial Auditor M/s M D Baid & Associates appointed for five years; remuneration to be fixed.
• MD Afzal Malkani remuneration revised; CTC ₹1.987 crore for remaining term to 2031.
• Dividend payable within 30 days of declaration; details on unclaimed dividends and IEPF transfer.

Event

• In-principle approval from BSE for proposed preferential issue of 424,647 equity shares at ₹2,341 each.

Financial impact

• Total issue size approximately ₹994.1 million (424,647 shares × ₹2,341).

Offer recipients

• Shares to be allotted to Promoter and Non-Promoter investors.

Regulatory status

• Approval letter dated 31 August 2026; subject to in-principle approval conditions.

Cancellation of meetings

• Analyst/institutional investor meetings scheduled for Aug 31, 2026 at 12:00 IST have been cancelled due to exigencies.

Issue Overview

• Type: QIP of equity shares; period: Jun 23-25, 2026.
• Total size and net proceeds: no revision/undersubscription observed.
• Main objectives: refrigerant gas plant (HFC-32) and general corporate purposes.

Utilisation of Proceeds

• Utilisation as disclosed: per offer document; no proceeds used in the quarter.
• No deviations observed from the objects.
• Refrigerant gas plant object: Nil utilized; unutilised funds 22,537.97 lakhs.
• General corporate purposes: Nil utilized; unutilised funds 1,029.04 lakhs.
• Unutilised proceeds held in Fixed Deposits and monitoring account.

Governance and Compliance

• All statutory approvals obtained; TNPCB CTE consent obtained for objects.
• No material unfavorable events affecting viability.
• No shareholder or material deviations reported; monitoring agency notes as per records.

General Corporate Purpose (GCP)

• GCP amount 1,029.04 lakhs; utilization Nil in quarter.