Tilaknagar Industries Ltd — Capital/Financing Update 2020

Feb 10, 2020

ONLINE FILING

Ref: TI/BSE/COMP/ 19-20/88

February 10, 2020

To, The Manager (Listing), BSE Limited, P J . Towers, Dalal Street, Mumbai - 400 001 Ph: 022 2272 5092/3030 Fax: 022 2272 3353

Sub: Intimation regarding execution of restructuring documents with EARC pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015 Ref: Scrip Code - 507205

Dear Sir /Madam,

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015 and in continuation of our letter bearing reference no. TI/BSE/ COMP/19-20/8 1 dated January 23, 2020, we wish to inform you that the Company has signed and executed restructuring documents/agreements with Edelweiss Asset Reconstruction Company Limited ("EARC") acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269 (in favour of whom some of the lender Banks and Financial Institution have assigned all the rights, title and interests in financial assistances granted by them to the Company) with respect to restructuring of the debts owed to it by the Company.

Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) o~ th e SEBI(LODR) Regulations, 20 15 are annexed herewith as Annexure-A.

Thanking you,

Yours faithfully,

G Company Secretary

Encl: a/a

Regd. Office: P.O. Tilaknagar, Tai. Shrirampur, Dist. Ahmednagar, Maharashtra - 41 3 720, India P +91 (2422) 265 123 / 265 032 F +91 (2422) 265 135 E regoff@tilind.com

ANNEXURE -A

DISCLOSURE UNDER REGULATION 30(2) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Details and reasons for restructuring	Edelweiss Asset Reconstruction Company Limited("EARC") acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269(in favour of whom Punjab National Bank, Axis Bank Limited and IFCI Limited have assigned all the rights, title a nd interests in financial assistances granted by them to the Company) has executed restructuring documents/agreements with the Company for restructuring of the debts owed to it by the Company.
and/ Quantitative or qualitative effect of restructuring (Brief)	EARC will restructure the debt owed to it by the Company to 1. the tune of Rs. 523.32 Crores at Rs 344.4 7 Crores. The restructured debt of the Company will carry a n interest 2. rate of 9% per annum and is payable over 4 years' tenure up to March 31, 2024. The servicing and the valid repayments are based upon cash flows of the Company. Any residual amount pending a t the end of the 4th year will be refinanced by the Company.
	As per terms of restructuring by EARC, the balance debt of 3. Rs. 144.98 Crores shall remain outstanding till the time restructured debt is repaid to the satisfaction of EARC and the same shall carry interest rate of 0.001% p.a. accruing on a yearly basis. The balance debt along with accrued interest and written off by EARC shall once the be waived restructured debt has been repaid to the satisfaction of EARC.
	Rest of the debt amount of Rs. 33.87 Crores shall be 4. con verted into up to 1,98,63,658 (One Crore Ninety Eight Lacs Sixty Three Thousand Six Hundred Fifty Eight) equity s hares of the Company having face value of Rs. 10 / -(Rupees Ten) each equity s hares of the Company at an issue price of Rs 17.05 per equity share in such a manner, so that after the allotment of equity shares, the holding of EARC should be 10 % of the diluted equity share capital of the Company.
	The following securities to secure the secured obligations in 5. favour of Edelweiss Asset Reconstruction Company Limited ("EARC") on behalf of and for the benefit of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269 shall be provided in the following manner: In respect of the restructured te rm loan facilit y, by way of:
	Extension of the first pari-passu charge on all a) tangible/intangible assets of the Company; Extension of the second pari-passu charge on b) current assets of the Company; Extension of the personal guarantee of Mr. Amit c) Dahanukar; and Extension of any other security already charged to d) Punjab National Ba nk, Axis Bank Limited and IFCI Ltd., on a pari passu basis inter-se;

Corp. Office: Industrial Assurance Building, 3 rd Floor, Churchgate, Mumbai, Maharashtra - 400 0 20, India P +9 1 (22) 2283 1716/1 8 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tai. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India p +91 (2422) 265 123 I 265 032 F +91 (2422) E regoff@tilind.com

In respect of the restructured working capital facility, by way of:
Extension of the first pari-passu charge on current a) assets of the Company; Extension of the second pari-passu charge on all b ) tangible/ intangible assets of the Company; Extension of the personal guaran tee of Mr. Amit c) Dahanukar; and Extension of any other security already charged to d) Punjab National Bank, Axis Bank Limited and IFCI Ltd. , on a pari passu basis inter-se. In respect of the secured obligations collectively, by way of the following, on first pari passu basis inter-se: First ranking charge by way of mortgage on - 1 79 a) acre s of land situated at Shrirampur, Maharashtra
and - 79 acres of land situated at Chiplun, Ratnagiri, Maharashtra of the Company, together with all structures the reon and appurtenances a nd th ereunder, both present and future;
First ranking charge by way of mortgage by deposit b) of title deeds on land situated at Koppal, Karnataka together with all structures and appurtenances the reon and thereunder, both present and future , of the Company;
First ranking charge by way of mortgage by d eposit c ) of title deeds on land situated at Derabassi, Moha li, structures and Punjab with together all appurtenances thereon and thereunder, both present and future of PunjabExpoBreweries Private subsidiary the Limited, wholly owned of Company("Punjabexpo");
First ranking charge on all the fixed and current d) assets of Vahni Distilleries Priva t e Lim ited ,wholly subsidiary of t he Company ("Vahni")both own ed present and future ;
First ranking charge on all the fixed and current e) assets of Punjabexpo, both present and future;
Pledge of such percentage of equity share capital of f) the Company held by the promoters as may be agreed with EARC;
(hundred percent) equity share Pledge of 100% g) capital of Punjabexpo and Vahni, held by the Company;
First ranking charge on the bank accounts of the h) Company, Vahni and Punjabexpo opened pursuant to transaction documents; and
Such other securities as may be required to be i) executed by EARC.

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +9 l (22) 2283 17 l 6/ l 8 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknogar, Tai. Shrirampur, Dist. Ahmednogar, Maharashtra - 413 720, Indio ^p+91 (2422) 265 123 I 265 032 F +91 (2422) E regoff@tilind.com

Details of benefit, if any, to the promoter/ promoter group/ group s uch companies proposed from restruc turine:	NIL
of change Brief details in shareholding pattern (if any) of the entities	Pr e - restructuring and Post-restructuring shareholdin g pattern of the Comoanv is as follows:
		Pre- Restructuring %	Post Restructuring %
	Promoters	54.80	34 .52
	EARC	0.00	10.00
	New Individual Public Investors*	0.15	27.10
	Public	45.05	28.38
	Total	100.00	100.00
	*The Post-restructuring shareholding pattern as mentioned above is on the assumption that the promoter contribution is Nil and equity sha res shall also be allotted on a Private Placement basis to Individual Investors as per the proposal of preferential issue placed in the Notice of Extra-Ordinary General Meeting scheduled to be held on February 22 2020.

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +91 (22) 2283 1716/18 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tai. Shrirompur, Dist. Ahmednagar, Maharashtra - 4 13 720, India p +91 (2422) 265 123 I 265 032 F +91 (2422) 265 135 E regoff@tilind.com