Thirumalai Chemicals Ltd

Closing price corrected

• Corrects closing price date in Annexure A from 30 Sep 2026 to 29 Sep 2026.
• Last closing price of Target Company on 29 Sep 2026: NSE Rs 418.50, BSE Rs 418.10.

Promoter stake sale in Ultramarine & Pigments

• Fund Raising Committee approved sale of up to 9,50,000 Ultramarine & Pigments Limited shares.
• Sale will be via open market on stock exchanges.
• Current promoter stake in Ultramarine & Pigments: 27,38,837 shares, 9.38%.
• Proposed sale represents 3.25% of total capital (9,50,000 shares).
• Expected completion timeline: by 30 September 2026.
• Last close: Rs 418.50 (NSE) and Rs 418.10 (BSE) on 30 Sep 2026.
• Not a related party transaction.

Thirumalai Chemicals Limited will be closed from Thursday, October 01, 2026 and shall remain closed till end of 48 hours after the declaration of Un-Audited Financial Results for the quarter/half-year ended September 30, 2026.

Promoter sale of Ultramarine & Pigments shares

• Approval by Fund Raising Committee to sell up to 14,60,000 Ultramarine & Pigments Limited shares.
• Current holding: 41,98,837 shares, 14.38% of Ultramarine & Pigments' equity.
• Sale size and stake: up to 14,60,000 shares, 5% of total capital.
• Mode: sale through permitted SEBI regulation/circulars/guidelines.
• Timeline: completion within 7 working days.
• Current market price: Rs 410.70 closing price on 28 Aug 2026.
• Relation: Thirumalai Chemicals Limited is promoter of Ultramarine & Pigments.
• Not a Related Party Transaction.

Auditor resignation – material subsidiary

• Walker Chandiok & Co LLP resigns as statutory auditors of TCL Intermediates Private Limited, effective August 28, 2026.
• Reason: to align TCL Intermediates' auditors with Thirumalai Chemicals Limited under mandatory group rotation.
• Holding company completed its auditor rotation at its 53rd AGM on August 7, 2026.
• No deliverables are expected from the subsidiary auditor for quarter ending September 30, 2026.
• Cessation date of TCL Intermediates' statutory auditor: August 28, 2026.
• Appointed 16 September 2022 for five years to the 6th AGM in 2027.
• Latest audit report before resignation dated 28 May 2026 for year ended 31 March 2026.
• TCL Intermediates Private Limited is a material subsidiary of Thirumalai Chemicals Limited.

GST ITC show-cause

• Show cause notice issued by Assistant Commissioner, CGST and Central Excise, Vadodara.
• Notice relates to non-reversal of ITC on stock difference, audit period April 2020–March 2024.
• Tax demand quantified at Rs 33.47 lakh; interest and penalty amounts not yet ascertained.
• Company will submit its response within prescribed timelines and expects minimal financial impact.

Rating action

• Long-term term loan: rating downgraded to BBB(Negative) from BBB+(Negative).
• Long-term fund-based working capital: rating downgraded to BBB(Negative); enhanced facilities.
• Short-term non-fund-based facilities: rating downgraded to A3+; enhanced amount.
• Unallocated limits (long/short term): rating downgraded to BBB(Negative)/A3+; enhanced amount.
• Non-convertible debentures: rating downgraded to BBB(Negative) from BBB+(Negative).
• Total rated debt increased to Rs 1,404.50 cr from Rs 1,317.55 cr.

Rationale & drivers

• US project cost raised to USD 340m; completion delayed to December 2026.
• Funding through additional debt; leverage and liquidity pressure increase.
• Covenants breached in FY2026; waivers received; monitorable.
• Profitability margins volatile; PAN-OX spreads sensitive to raw materials.
• Liquidity stretched; FY2027 and FY2028 debt repayments.

Outlook & sensitivities

• Outlook: Negative; upgrade only with margin and debt-coverage improvement.
• Positive factors: sustained margin improvement and healthier liquidity.
• Negative factors: inability to improve profitability or liquidity; capex delays.

Financial highlights

• FY2026 OPBDIT/OI: -1.4%; PAT/OI: -9.7%.
• Q1 FY2027 OPBDIT/OI: 6.0%; PAT/OI: -8.0%.
• Cash and equivalents: Rs 63.99 cr as of 31 Mar 2026.

AGM details

• AGM date and mode: 07 Aug 2026, 05:15 PM–06:53 PM, via VC/OAVM.
• Attendance: 74 shareholders present at VC AGM.
• Record date: 31 July 2026.
• Remote e-voting window: Aug 4–6, 2026.
• Scrutinizer: Manoj Mimani; report annexed.
• Consolidated voting results to be announced after Scrutinizer's report.

Resolutions

• Adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26.
• Re-appoint Ramya Bharathram as Director, retiring by rotation.
• Appoint PKF Sridharan & Santhanam LLP as Statutory Auditor.
• Ratify remuneration to Cost Auditor for FY 2025-26.
• Approve payment of remuneration to Non-Executive Directors.

Voting results

• Resolution 1 — Passed; 100% in favour of valid votes.
• Resolution 2 — Passed; 99.95% in favour, 0.05% against.
• Resolution 3 — Passed; 98.29% in favour, 1.71% against.
• Resolution 4 — Passed; 99.97% in favour, 0.03% against.
• Resolution 5 — Passed; 99.92% in favour, 0.08% against.

Governance updates

• Re-appointment of Ramya Bharathram as Director.
• Statutory Auditor appointed: PKF Sridharan & Santhanam LLP.

Overview

• Corporate presentation for Q1 FY27 and update on USA expansion.

USA expansion status

• Two integrated plants: 40,500 TPA MAN and 30,000+ TPA food ingredients, commence December 2026.
• Estimated project cost revised to US$340 million due to higher financing costs.
• Mechanical construction completed; commissioning and unit testing underway; financial closure timelines extended.

Q1 FY27 financial highlights

• Q1 FY27 consolidated total income rose 22% YoY to INR 550 crore.
• Consolidated EBITDA turned positive at INR 36 crore; prior year was negative.

Operational highlights

• Dahej PAn facility achieved 95% capacity utilization in Q1 FY27.
• FAC certifications obtained: ISO, Kosher, Halal, and FSSAI.

USA project outlook

• December 2026 start for US MAN/FAc plants; potential competitive advantage.
• Payback about 7 years; capex enables downstream value and market access.