Thirumalai Chemicals EGM Approves ₹450.63 Crore Preferential Issue

Thirumalai Chemicals Limited announced the successful passing of a special resolution to approve the issuance of equity shares for cash consideration via a preferential issue on a private placement basis, totaling ₹450.63 crore, during its Extraordinary General Meeting (EGM) held on July 14, 2025. The resolution received 99.55% of valid votes in favor.

Preferential Allotment Details

The EGM approved the issuance and allotment of up to 1,62,68,040 fully paid-up equity shares with a face value of ₹1 each, at a price of ₹277 per equity share (including a premium of ₹276 each). This aggregates up to ₹450.63 crore. The shares will be issued to proposed allottees who are not promoters or part of the promoter group, via a preferential issue on a private placement basis for cash consideration.

The proposed allottees include:

• Motilal Oswal Small Cap Fund

• Motilal Oswal Multi Cap Fund

• Motilal Oswal Business Cycle Fund

• 360 One Equity Opportunity Fund CAT3 - AIF

• Turnaround Opportunity Fund CAT3 - AIF

• Bandhan Business Cycle Fund

• Bandhan Balanced Advantage Fund

• Bandhan Small Cap Fund

• One Up Financial Consultants Private Limited

• Sandhya Nilesh Shah

• Oracular Advisory Private Limited

• Sound Securities Private Limited

• Sahaj Securities LLP

• Vinod Maganlal Shah

• Samarth Jayesh Doshi

• Samyak Akshaykumar Doshi

• Tejas Trivedi

• Tikri Partners LLP

• JVS Holdings LLP

• Advait Gopal Narang

• Srinivasan Varadarajan

The "Relevant Date" for calculating the floor price for the preferential allotment was fixed as June 13, 2025, as it is 31 days prior to the EGM date.

Terms and Conditions

The equity shares offered, issued, and allotted to the proposed allottees will be subject to the following terms and conditions:

• Allotment of equity shares shall be made in dematerialized form.

• Proposed allottees must pay 100% of the consideration for the equity shares at the time of application.

• Consideration for allotment must be paid from the respective bank accounts of the proposed allottees.

• The equity shares allotted shall rank pari-passu with existing equity shares of the company.

• The equity shares allotted will be subject to applicable lock-in requirements as per SEBI ICDR Regulations.

• The equity shares will be issued and allotted within 15 days from the date of the special resolution approving the preferential allotment.

• The equity shares will be listed on BSE and NSE, subject to necessary regulatory permissions and approvals.

Approval for Pledge on Equity Shares of TCL Intermediates Private Limited

The EGM also approved the creation of a pledge on the equity shares of TCL Intermediates Private Limited, a material wholly-owned subsidiary of the company. This pledge serves as collateral to secure non-convertible debentures of INR 100 crores already issued by the company and other secured debt instruments in the future. The resolution was passed with 99.29% of the votes in favor.

Amendment to Articles of Association

Additionally, the EGM approved an amendment to the Articles of Association of the company. The resolution was passed with 99.98% of the votes in favor. A new Article 73A was inserted to ensure that nothing restricts the transfer of debentures issued by the company pursuant to the terms of any financing documents executed for financial assistance availed by the company.