Thirumalai Chemicals Limited reported a consolidated net loss of ₹16,791 lakhs for the financial year ended March 31, 2026, compared to a net loss of ₹4,610 lakhs in the previous year. The standalone net loss for FY26 stood at ₹6,540 lakhs. On a quarterly basis, the consolidated net loss for Q4 widened to ₹2,800 lakhs from a loss of ₹1,406 lakhs in the same period last year. Q4 consolidated revenue stood at ₹4,242 lakhs, compared to ₹5,230 lakhs in the corresponding quarter of the previous year. The Board of Directors approved the audited financial results for the quarter and year ended March 31, 2026, at meetings held on May 29 and May 30, 2026.

Financial Performance

The company reported an exceptional item of ₹798 lakhs in the consolidated results for the year ended March 31, 2026, relating to an impairment loss of non-operational plants. This includes an impairment loss of ₹354 lakhs pertaining to a subsidiary plant located in Malaysia. The standalone financial results recognized an impairment loss of ₹444 lakhs. The following table summarizes the key financial metrics for FY26:

The quarterly performance reflects a continued year-on-year decline, with Q4 consolidated revenue falling to ₹4,242 lakhs from ₹5,230 lakhs, while the consolidated net loss deepened to ₹2,800 lakhs compared to a loss of ₹1,406 lakhs in the year-ago quarter.

Liquidity and Going Concern

The Holding Company reported negative operating cash flows of ₹20,562 lakhs for FY26. As of March 31, 2026, current liabilities exceeded current assets (excluding loans from subsidiaries) by ₹21,153 lakhs. However, including loans from subsidiaries, current assets exceeded current liabilities by ₹13,562 lakhs. The management stated that based on cash flow projections, future business plans, and the revolving nature of working capital facilities, the company is prepared on a going concern basis.

The Group reported negative operating cash flows of ₹13,073 lakhs for the year. Net current liabilities were primarily attributable to capital expenditure by TCL Specialties LLC, USA. The subsidiary has received a communication from a prospective lender expressing an intention to undertake diligence for a proposed first lien senior secured term loan facility of up to USD 130 million.

Thirumalai Chemicals Limited has issued a postal ballot notice dated May 12, 2026, pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking shareholder approval for a special resolution related to the creation of pledge on equity shares and security over assets by its subsidiaries. The notice was dispatched electronically on May 13, 2026, to all registered shareholders as on the cut-off date of Friday, May 08, 2026. In continuation, the Company published newspaper advertisements in the Economic Times (English) and Maharashtra Times (Marathi) on May 14, 2026, disclosing the completion of dispatch of the postal ballot notice, in compliance with Regulation 30 and Regulation 47 of the SEBI Listing Regulations.

Purpose of the Special Resolution

The special resolution seeks member consent for a series of security creation steps to facilitate loan facilities of up to USD 140,000,000 (United States Dollars One Hundred Forty Million only) to be availed by TCL Specialties LLC (TCLS), a wholly owned double step-down subsidiary of the Company incorporated in the USA. The proposed security structure involves the following:

Background: TCL Specialties LLC Manufacturing Facility

TCL Specialties LLC has constructed a manufacturing unit near New Martinsville, Marshall County, West Virginia, USA, for the manufacture of Maleic Anhydride and Food Ingredients. The facility is described as a fully integrated plant and is being commissioned in a phased manner. The loan facilities to be secured are intended for the following purposes:

• Financing remaining capital expenditure towards the integrated greenfield manufacturing facility in West Virginia, USA
• Funding start-up expenses, including working capital
• Funding interest expenses
• Paying transaction fees and expenses
• Partly taking over an existing loan from Export Import Bank of India (EXIM)

Regulatory Basis for Shareholder Approval

The Board of Directors, at their meeting held on Tuesday, May 12, 2026, accorded consent for the creation of pledge and security, subject to member approval. The resolution is necessitated under Section 180(1)(a) of the Companies Act, 2013 and Regulation 24(5) and 24(6) of the SEBI Listing Regulations, as the pledging of shares and hypothecation of assets by subsidiaries is likely to exceed the prescribed statutory limits upon invocation, potentially leading to disposal of shares or assets beyond permissible thresholds.

E-Voting Schedule and Process

The voting on the special resolution will be conducted exclusively through remote e-voting via the CDSL platform. The key dates and procedural details are as follows:

In terms of Secretarial Standard–2, the resolution, on receiving the requisite number of assent votes, shall be deemed to have been passed on Friday, June 12, 2026. Results will be communicated to the stock exchanges and displayed on the Company's website at www.thirumalaichemicals.com and on the CDSL website.

Director Interest Disclosure

As disclosed in the explanatory statement, Mrs. Ramya Bharathram (Managing Director and CFO) holds a directorship in TCL Inc., USA; Mrs. Bhama Krishnamurthy (Independent Director) holds a directorship in TCL Global BV, Netherlands; and Mr. Rajeev Pandia (Independent Director) holds a directorship in TCL Inc., USA. No other Directors or Key Managerial Personnel of the Company, or their relatives, are concerned or interested, financially or otherwise, in the special resolution. The Board of Directors has recommended the special resolution set out at Item No. 1 for approval by the members of the Company.