Tilaknagar Industries Ltd

<dhhead>Directors' Report</dhhead>

Dear Members,

The Directors hereby present 89^th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The summary of the Company’s financial results for the financial year ended March 31, 2024 is furnished below:

(H in lacs)

During the year, the revenue from operations (net of excise duty) stood at H 1,39,395.30 lacs as compared to H 1,16,431.83 lacs during the financial year ended March 31, 2023. Finance cost has decreased from H 4,018.71 lacs during the financial year ended March 31, 2023 to H 2,673.93 lacs during the financial year ended March 31, 2024.

The total comprehensive income stood at H 14,564.61 lacs during the financial year ended March 31, 2024 as against the total comprehensive income of H 16,551.61 lacs during the financial year ended March 31, 2023.

During the year under review, no amount was transferred to any of the reserves by the Company.

2. OPERATIONAL REVIEW

The Company is an established player in the IMFL Space and is among India’s leading alcobev business companies. It has a wide range of brands across the IMFL segment (Whisky, Brandy, Rum, Gin, and Vodka). With its core competencies across manufacturing facilities, wide distribution network and efficient marketing strategies, the Company has a predominant presence across Southern India with considerable presence in Western and Eastern India accounting for 91.45 % of the total cases sold during 2023-24. Exports & Institutions segment contributes 8.55 % to total sales volume.

The Company has ultra-modern set up with robust manufacturing facilities comprising of 1 owned facility, 3 operating liquor subsidiaries, 13 leased/tie-up units strategically located across India. It has 50 KLPD molasses based and 100 KLPD grain-based distillation plants and IMFL Bottling Plant at Shrirampur (Maharashtra).

The Company expects to restart the grain distillery plant post incurring of relevant capital expenditure.

The Company is an established player in the Brandy space in India and is committed to fortify its presence in the segment with a strong portfolio of brands including Mansion House Brandy and Courrier Napoleon Brandy which continue to be consumer’s most preferred brandy brands in all the states where they are sold.

During the financial year 2023-24, the sales volume increased by 15.75 % to 111.62 lacs cases as compared to 96.43 lacs cases in the financial year 2022-23. Region wise, the Company has registered sales volume of 95.37 lacs cases in Southern region, 2.95 lacs cases in Eastern region, 3.75 lacs cases in Western region and 9.55 lacs cases in Exports & Institutions segment. Segment-wise, Brandy contributed 94.24 %, followed by Rum, Whisky, Vodka & Gin segments, which have contributed 4.34 %, 1 % and 0.42 %, respectively to the overall sales volume of the Company.

The Company ensures a seamless co-ordination of all its functions not only in production, but also in its supply chain management. From tracking market changes and market research to sourcing raw materials, manufacturing, and delivering finished goods, the Company maintains the highest efficiency. The Company markets its products across the country through three main channels viz. corporations, distributors, and direct sales. The distribution strength of the Company is built around its dispersed manufacturing facilities through 17 manufacturing units that cover large swathes of the Indian market with a strong network of 100 distributors across India and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, India’s largest IMFL consuming geography. During the financial year 2023-24, the Company increased its exports presence in Qatar, Oman, Kenya and DRC in addition to the existing markets in UAE, Rwanda, Bahrain and Singapore.

The Company prepaid the existing term loan of Edelweiss Asset Reconstruction Limited (EARC) of about _ 176 crores (excluding Balance Debt of _ 3.22cr) which was required to be paid in full by March 31, 2024. The prepayment of EARC debt was funded through debt of _ 130 crores from Kotak Mahindra Bank Limited and Internal Accruals of the Company.

The Company completely repaid the Restructured debt of all the three EARC Trusts i.e EARC Trust SC 233, EARC Trust SC 241 and EARC Trust SC 269 as per the Master Restructuring Agreement (MRA) dated February 06, 2020 and stood discharged of all liabilities, dues, demands or claims in respect of the Restructured Facilities During the year, Kotak Mahindra Bank sanctioned a financial facility of _ 175 crore (_ 150 crores as Term Loan and _ 25 crores as Working Capital Loan); The Company considered and agreed to invest in two tranches an aggregate sum of _ 9.75 crore in the securities of Spaceman Spirits Lab Private Limited (SSLPL) which is engaged in the business of creating and marketing craft alcohol brands (particularly gin) and offering advisory services to prospective AlcoBev entrepreneurs, through a combination of Equity shares and Compulsory Convertible Preference shares (CCPS). The Company has invested

_ 4,20,98,784 (Rupees Four Crore Twenty- Lacs Ninety-Eight Thousand Seven Hundred and Eighty- Four Only) in Equity Shares on April 04, 2023 and _ 5,54,00,862 (Rupees Five Crore Fifty-Four Lacs and Eight Hundred and Sixty Two only) in Compulsory Convertible Preference Shares on April 21, 2023. Post the investment in SSLPL, the Company holds 10% of the issued and paid-up share capital in SSLPL on a fully diluted basis.

The Hon’ble National Company Law Tribunal (NCLT), Mumbai approved the scheme under Section 230-232 of the Companies Act, 2013 vide order dated May 17, 2023 in the matter of Scheme of Amalgamation (Merger by Absorption) of Kesarval Springs Distillers Private Limited ("KSDPL" or the "Transferor Company 1"), Mykingdom Ventures Private Limited ("MVPL" or the "Transferor Company 2"), Srirampur Grains Private Limited ("SGPL" or the "Transferor Company 3") and Studd Projects Private Limited ("SPPL" or the "Transferor Company 4") with and into Tilaknagar Industries Limited ("TI" or the "Transferee Company").

Ms. Dipti Mehta, liquidator of Prag Distillery (P) Ltd (Prag), wholly owned subsidiary of the Company, had on October 08, 2022, filed an application with Hon’ble NCLT- Mumbai, seeking withdrawal of the Petition filed by the financial creditor – Standard Chartered Bank (SCB), closure of the liquidation process and for reinstating the erstwhile Board of Directors for management of the operations of Prag. The Hon’ble NCLT vide its order dated June 23, 2023 withdrew the petition thereby closing the liquidation process and reinstating the erstwhile Board of Directors for management of the operations of Prag. Prag has commenced its operations and is fully revived.

During the year under review the Company has converted warrants of promoters and investors into equity shares. Details of the same are mentioned under the heading of Share Capital.

The Company launched Mansion House Chambers Brandy, a premium variant of its flagship brand, Mansion House.

The Income-Tax authorities (‘the department’) had conducted search activity during the month of February 2024 at some of the premises, plants and residences of Director of the Company. The Company extended full cooperation to the Income-tax officials during the search and provided required details, clarifications, and documents. As on the date of issuance of year ended March 31, 2024 financial statements, the Company has not received any written communication from the department regarding the outcome of the search, therefore, the consequent impact on the year ended March 31, 2024 financial statements, if any, is not ascertainable.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

3. DIVIDEND

The Board has recommended final dividend at the rate of Re. 0.50 per equity share (5%) for the financial year ended March 31, 2024.

4. SHARE CAPITAL

The Authorised Share Capital of the Company increased from H 2,25,00,00,000/- (Rupees Two Hundred Twenty-Five Crores Only) divided into 22,50,00,000 (Twenty- Two Crores and Fifty lacs Only) Equity Shares of H 10/- (Rupees Ten Only) each to H 2,26,05,00,000/- (Rupees Two Hundred Twenty-Six Crores Five Lacs Only) divided into 22,60,50,000 (Twenty- Two Crores and Sixty lacs Fifty Thousand Only) Equity Shares of H 10/- (Rupees Ten Only) each. The increase in the authorised capital is pursuant to the NCLT order wherein certain subsidiary companies merged with TI as mentioned in point no. 2 above.

The details of allotment of equity shares during the year 2023-2024 are mentioned below:

The paid-up equity share capital of the Company is H 1,92,73,03,530 divided into 19,27,30,353 equity shares of face value of H 10 each as on March 31, 2024.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is having four (4) subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013 ("the Act"). In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

The Board of Directors of the Company (TI) at their Board Meeting held on May 30, 2022, had approved the Composite Scheme of Amalgamation ("the scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder of four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Springs Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Srirampur Grains Private Limited ("SGPL"); and (iv) Studd Projects Private Limited ("SPPL") [hereinafter collectively referred to as the "Transferor Companies" and individually referred to as the "Transferor Company"] with and into TI (Holding Company)("Transferee Company"). The Transferor and Transferee Companies have complied with all the steps under the Companies Act, 2013. NCLT approved the Scheme of Amalgamation vide its order dated May 17, 2023. TI received a certified true copy of the order by the Hon'ble NCLT on May 22, 2023. On receipt of the certified copy of the order from NCLT, the subsidiary Companies as well as TI filed E-Form INC-28 with Registrar of Companies for making the Scheme effective.

Apart from the above-mentioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Act, viz. Mason and Summers Marketing Service Private Limited in which the Company holds 26% stake. The group had made an impairment in value of investments in the associate Company Mason & Summers Marketing Services Private Limited (MSMSPL) of H169.00 lacs, in its books of accounts during the financial year 2015-16 due to losses made by the associate. Since the Company doesn’t have any obligation to fund the losses of the associate beyond the investments made, the share of loss of the associate company has not been considered in the consolidated financial statements.

During the financial year 2023-24, no company has become or ceased to be subsidiary of the Company except the above mentioned subsidiary companies pursuant to the order of Hon’ble NCLT and no material change in the nature of the business of the existing subsidiary and associate companies has taken place.

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2024, prepared in accordance with the Act and Indian Accounting Standards (Ind AS) forms part of this Annual Report and same shall also be laid in the forthcoming Annual General Meeting ("the AGM") in accordance with the provisions of Section 129(3) of the Act.

In accordance with proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, the consolidated and standalone financial statements of the Company along with the documents required to be attached/annexed thereto and separate audited financial statements in respect of its subsidiary companies are available on its website i.e. www.tilind.com and are also available for inspection at its Registered Office and Corporate Office.

6. DIRECTORS

a) Re-appointed Mr. Chemangala Ramachar Ramesh (Mr. C.R. Ramesh) (DIN: 08876738), Whole Time Director who retired by rotation at the said Annual General Meeting in accordance with the provisions of Section 152(6) of the Act, as a Director, liable to retire by rotation. b) Re-appointed and fixed the remuneration of Mr. Amit Dahanukar (DIN: 00305636) as Chairman & Managing Director and KMP, from November 07, 2023 to November 06, 2026 (both days inclusive). c) Re-appointed and fixed the remuneration of Mr. Chemangala Ramachar Ramesh (Mr. C.R. Ramesh) (DIN: 08876738) as Whole Time Director and KMP, from November 13, 2023 to November 12, 2026 (both days inclusive).

a) Re-appointed Maj Gen Dilawar Singh (Retd.)(DIN: 08216047) as Independent Director of the Company for a second term of three consecutive years with effect from October 31, 2023 upto October 30, 2026 (both days inclusive); and b) Re-appointed Mr. Satish Chand Mathur (DIN:03641285) as Independent Director of the Company for a second term of three consecutive years with effect from October 31, 2023 upto October 30, 2026 (both days inclusive) In the opinion of the Board, the Independent Directors appointed / re-appointed during the year possess requisite integrity, expertise, experience and proficiency.

During the year, Ms. Savitrii Dadhich (DIN: 07147074) who was appointed by the Board of Directors as Additional (Independent) Director w.e.f. June 01, 2023 and who was holding office till the date of Annual General Meeting ceased to be Director of the Company with effect from September 28, 2023 pursuant to completion of her term as Additional (Independent) Director.

Dr. Ravindra Dinkar Bapat (DIN: 00353476) and Mr. Chanderbhan Verhomal Bijlani (DIN: 02039345) ceased to be Independent Directors of the Company pursuant to completion of second consecutive term as Independent Directors on March 31, 2024. The Board places on record its appreciation for their valuable contribution and guidance.

Mrs. Shivani Amit Dahanukar (DIN: 00305503), Executive Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Revision in advisory fees and fixation of tenure of Ms. Swapna Shah, (DIN: 08807901) Non-Executive Director of the Company.

Information pursuant to Regulation 36(3) of the Listing Regulations read with Secretarial Standards with respect to Directors seeking appointment/re-appointment is appended to the Notice convening the ensuing Annual General Meeting.

All the Independent Directors have furnished respective declaration stating that they meet the criteria of independence as laid down in Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations.

7. NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board in accordance with the provisions of Section 178(3) of the Act based on the recommendations made by the Nomination and Remuneration Committee, lays down criteria for: i. determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director; ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management; iii. determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and iv. evaluation of the performance of the Board and its constituents.

The contents of the abovementioned Policy have been elaborated in the Corporate Governance Report in accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013. The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website, accessible at https://tilind.com/ codes-and-policies/.

The details of the remuneration received by the Directors from the Company have been disclosed in the Corporate Governance Report which forms an integral part of this Report.

8. BOARD EVALUATION

In accordance with the provisions of Section 178(2) read with Schedule IV of the Act, Listing Regulations and Clause 5.2 of the Nomination, Remuneration and Evaluation Policy of the Company, the annual performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out on February 12, 2024, in the manner given below: i. Performance evaluation of the Independent Directors was done by the entire Board (excluding the Director being evaluated); ii. Independent Directors, in their separate meeting, reviewed the performance of the Non-Independent Directors and the Board as a whole (including its Committees); and iii. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors. After taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance and the criteria specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India, a structured questionnaire was prepared and circulated among the Directors for the abovementioned evaluation.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation carried out in the financial year 2023-24 at its meeting held on May 21, 2024 and expressed overall satisfaction on the performance of the Independent Directors,

Non-Independent Directors, Chairman and the Board as a whole (including its Committees).

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 6 (six) Meetings of the Board of Directors were held as per details given below:

The details of Directors attending the abovementioned Meetings have been furnished as a part of the Corporate Governance Report.

In accordance with the provisions of Section 177(8) of the Act, details of the composition of the Audit Committee have been furnished as a part of the Corporate Governance Report. There have not been any instances during the year under review, when the recommendations of the Committee were not accepted by the Board.

During the year under review: a. Mr. Amit Dahanukar was re-appointed as Chairman & Managing Director of the company for a period of 3 (three) years commencing from November 07, 2023; b. Mr. C.R. Ramesh was re-appointed as Whole-Time Director for a period of 3 (three) years commencing from November 13, 2023. c. Ms. Dipti Todkar resigned from the post of Company Secretary & Compliance Officer w.e.f. July 17, 2023; and d. Mr. Minuzeer Bamboat was appointed as Company Secretary & Compliance Officer w.e.f. January 15, 2024.

The KMPs as on March 31, 2024 are as follows:

In accordance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Harshil Shah & Company, Chartered Accountants (ICAI Firm Registration No. 141179W) were appointed as Statutory Auditors of the Company at the 84^th AGM for a term of 5 years from the conclusion of the 84^th AGM till the conclusion of the 89^th AGM of the Company at a remuneration of H 11,00,000/- (Rupees Eleven Lacs Only) per annum plus tax as applicable and reimbursement of out-of-pocket expenses as may be incurred by them for conducting the Statutory Audit. In accordance with the provisions of Section 139(2) read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) as Statutory Auditors of the Company at the ensuing 89^th Annual General Meeting, to hold office from the conclusion of the 89^th Annual General Meeting until the conclusion of the 92^nd Annual General Meeting. The Company has received consent/certificate pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rules made thereunder from them with respect to the abovementioned proposal.

A proposal seeking Members’ approval for the re-appointment of M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) and for fixing their remuneration forms part of the Notice convening the ensuing Annual General Meeting.

The Audit Committee and Board of Directors have reviewed the eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the re-appointment of M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) as Statutory Auditors from the conclusion of the 89^th Annual General Meeting till the conclusion of the 92^nd Annual General Meeting.

No frauds have been reported by the Statutory Auditors during the financial year 2023-24 pursuant to the provisions of Section 143(12) of the Companies Act, 2013. With reference to the Auditors’ qualified opinion, matter of emphasis and observations in the Auditors’ Report, the explanation/comments of the Board in accordance with the provisions of Section 134(3)(f) of the Companies Act, 2013 are set out in Annexure ‘H’ to this Report.

As per Section 148 (1) of the Companies Act, 2013 the Company is required to maintain cost records and accordingly, has made and maintained such accounts and records for the financial year 2023-24. Dr. Netra Shashikant Apte are the Cost Auditors for the financial year 2023-24.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed CY & Associates having Firm Registration No. 000334 as Cost Auditors for conducting the audit of cost accounting records maintained by the Company relating to manufacturing of the products i.e. Sugar and Industrial Alcohol CETA Number 2207 covered under the Companies (Cost Records and Audit) Rules, 2014 at a remuneration of H 1,50,000/- (Rupees One Lacs Fifty Thousand Only) excluding re-imbursement of out-of-pocket expenses as may be incurred by them for conducting the Cost Audit for the financial year 2024-25.

In view of the requirements of Section 148 of the Act, the Company has obtained from the Cost Auditors written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (Cost Records and Audit) Rules, 2014 and certifying their independence and arm’s length relationship with the Company.

In terms of the provisions of Section 148(3) of the Act read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2023 submitted by CMA Dr. Netra Shashikant Apte, Cost Auditors.

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V. M. Kundaliya & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2023-24. However, M/s. V. M. Kundaliya & Associates, Company Secretaries resigned as the Secretarial Auditor of the Company for the financial year 2023-24.

The Board of Directors appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued by M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024 is set out in Annexure ‘A’ to this Report. The secretarial auditor has qualified the report as under:

Secretarial Auditors Qualification: The Company has not complied with Regulation 29(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to delay in furnishing prior intimation about meeting of the Board of Directors held on February 12, 2024.

Management Response to the Secretarial Auditors qualification: A search was initiated by the Income Tax Department under Section 132 of the Income Tax Act, 1961 at multiple premises / locations of the Company. During the period of the search, the Company’s staff had extremely limited access to their laptops and mobiles which prevented them from making any advance intimation for the aforesaid Board Meeting, within the stipulated period. Hence, due to the above circumstances the Company could not comply with Regulation 29 (2) and accordingly gave intimation at a shorter notice to the Stock Exchanges post consultation with all the concerned stakeholders.

The Board of Directors re-appointed M/s Mitesh J. Shah & Associates, Practicing Company Secretaries firm as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25.

M/s. Akord & Co., Chartered Accountants firm are the internal auditors for the financial year 2023-24. The Board of Directors have reappointed M/s. Akord & Co., Chartered Accountants firm to conduct the internal audit for the period April 2024 to March 2025.

The Audit Committee reviews the observations made by the Internal Auditors in their report on quarterly basis and makes necessary recommendations to the management.

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure ‘B’ to this Report.

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure ‘C’ to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is provided in Annexure D forming a part of this Report. Further, the Annual Report is being sent to the members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure will be available for inspection of the members through electronic mode by sending an email to the Company at investor@tilind.com.

In accordance with the provisions of Section 134(3) (a) of the Act, the Company has uploaded the Annual Return for the financial year ended March 31, 2024 on its website, accessible at https://tilind.com/investors-filings-reports/.

The Company has implemented ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012 compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company. These Schemes are administered by the Compensation Committee of the Company.

A certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 shall be placed at the ensuing Annual General Meeting for inspection by the Members. The disclosures as required pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure ‘E’ to this Report and are also uploaded on Company’s website, accessible at https://tilind.com/others/.

The Company has constituted a CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved the CSR policy which is available on the website of the Company, accessible at https://tilind.com/codes-and-policies/. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure ‘F’ which forms part of the Directors’ Report and is available on the website of the Company, accessible at https://tilind.com/others/.

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report containing the details as required under Schedule(V)(B) of the said Regulations is annexed hereto and forms an integral part of this Report.

Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule (V)(C) of the said Regulations along with a certificate from the Practicing Company Secretary regarding the compliance of the conditions of corporate governance by the Company as required under Schedule(V)(E) of the said Regulations is annexed hereto and forms an integral part of this Report.

In accordance with the provisions of Sections 134(3)(g) and 186(4) of the Companies Act, 2013, full particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient have been disclosed in the financial statements.

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. Also, during the financial year 2023-24, virtual session on POSH Awareness was conducted by the Company for all staff members.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

As on April 01, 2023, the Company was not having any outstanding deposit falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposit covered under said Chapter during the financial year 2023-24. As on March 31, 2024, the Company was not having any outstanding deposit falling under the scope of the said Chapter.

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund

Annual Report 2023-2024

("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The details of unclaimed dividend for the financial year March 31, 2024 are as under and is available on the website.

During the financial year 2023-24, there was no unclaimed dividend and equity shares transferred to IEPF Authority.

There are no particulars to be furnished in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 with respect to the contracts or arrangements entered into by the Company with related parties falling under the purview of Section 188(1) of the Act, during the year under review. Approval of the Audit Committee and the Board of Directors as required under the Listing Regulations has been obtained for all related party transactions. Further, no transactions have been entered into by the Company with related parties during the financial year 2023-24, qualifying as material transactions under the provisions of the Listing Regulations.

In accordance with the provisions of the Companies Act, 2013, the Company has adopted a Risk Management Policy to identify and evaluate elements of business risks. The Policy defines the risk management approach, establishes various levels of accountability for risk management/mitigation within the Company and reviewing, documentation and reporting mechanism for such risks.

The key business risks, which in the opinion of the Board may threaten the existence of the Company, along with mitigation strategies adopted by the Company are enumerated herein below:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.

Pursuant to the requirement of Section 177(9) & (10) of the Act, the Whistle Blower Policy of the Company, adopted by the Board, provides mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. During the financial year 2023-24, no employee was denied access to the Audit Committee and there was no incidence of whistleblowing. The Whistle Blower Policy of the Company is accessible at https://tilind.com/codes-and-policies/.

Pursuant to requirements of Section 134(3)(c) of the Act and on the basis of the information furnished to them by the Statutory Auditors and Management, the Directors state that: a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In accordance with the Securities and Exchange Board of India (SEBI) Notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, it has mandated the inclusion of "Business Responsibility and Sustainability Report" (BRSR) in the specific format from the financial year 2022-2023, as part of Annual Report for top 1000 listed entities based on market capitalization at the BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE).

Accordingly, in terms of Regulation 34(2)(f) of the Listing Regulations, the BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective is set out in Annexure ‘G’ to this Report. It has also been uploaded on the website of the Company, accessible at https://tilind.com/others/.

During the financial year 2023-24, CRISIL Ratings Limited has assigned A- /Stable credit rating for H 200 crores bank facilities of the Company.

The details of credit ratings are available on the website of the Company, accessible at https://tilind.com/others/.

The dividend distribution policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company, accessible at https://tilind.com/codes-and-policies/.

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively issued by the Institute of Company Secretaries of India.

33. RESIDUARY DISCLOSURES i. During the financial year 2023-24, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable; ii. During the financial year 2023-24, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable; iii. During the financial year 2023-24, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable; iv. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report; v. During the financial year 2023-24, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable; vi. There is no one time settlement with any Banks or Financial Institutions during the financial year 2023-2024, and hence details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable. vii. No new application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 in respect of the Company.

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and cooperation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.