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.

Thirumalai Chemicals Limited has announced the execution of a significant loan agreement with related party Ultramarine & Pigments Limited (UPL) for Rs. 65 crores. The agreement was formalized on April 30, 2026, under the regulatory framework of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Loan Agreement Details

The inter-corporate loan arrangement represents a strategic financial move between the two related entities. The agreement encompasses several key parameters that define the borrowing structure and repayment terms.

Related Party Relationship

The loan agreement involves parties with established business relationships and cross-shareholding arrangements. UPL is identified as a member of the promoter group of Thirumalai Chemicals Limited, creating a related party transaction scenario.

Regulatory Compliance

The transaction has been structured in compliance with SEBI regulations governing related party transactions. The company has confirmed that the loan agreement has been executed on an arm's length basis, ensuring fair market terms despite the related party nature of the transaction.

Key regulatory aspects include:

• Disclosure under Regulation 30 of SEBI Listing Regulations
• Compliance with Schedule III requirements
• Adherence to SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

Financial Impact

The unsecured loan facility provides Thirumalai Chemicals with access to Rs. 65 crores in funding without requiring collateral or security arrangements. The interest payment structure, with quarterly compounding at 10% per annum payable at the end of the tenure, offers flexibility in cash flow management during the 3-year loan period.

As of the date of disclosure, the amount of loan outstanding stands at nil, indicating the agreement represents a new borrowing facility rather than refinancing of existing debt. The company has filed the necessary disclosures with both NSE and BSE to maintain transparency with stakeholders and regulatory compliance.