Tilaknagar Industries Ltd — Capital/Financing Update 2020

Jan 23, 2020

ONLINE FILING

Ref: TI/BSE/COMP/ 19-20/81 January 23, 2020

T'.) 11-i.c Manager (Listing), BSE Limited, P.J. Towers, Dalal Street, Mumbai - 400 001 Ph: 022 2272 5092/3030 Fax: 022 2272 3353

Sub: Outcome o f the Board Meeting Ref: Scrip Code - 507205

Dear Sir/Madam,

Pursuant t o Regulation 30 of the SEBI (LODR) Regulations, 2015, we wish to inform you that the Board of Directors has, in its Meeting held on January 23 , 2020, ibter alia, considered and approved:

• (i) The proposal for increase in the Authorized Share Capital of the Company from Rs. l,50,00,00,000/- (Rupees One Hundred Fifty Crores) to Rs. 2,10,00)oo,OOO/- (Rupees Two Hundred Ten Crores) and consequent alteration in the Clause No. V of the Memorandu m of Association of the Company, subject to approval of the Members of the Company;
• ii) The proposal for alteration in the Articles of Association of the Corrilpany by inserting new Article 8A auth orizing the Board of Directors to issue and allot shares in favour of lenders upon conversion of the loan/ debt facility owed to them by the Company, subj ect to approval of t he Memb ers of the Company;
• (iii) The terms and conditions of restructuring of the dues owed by the Company to Edelweiss Asset Reconstruction Company Limited ("EARC") acting as 'Drustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269. Details in accordance with Para/\ of Part A of Schedule III read with Regulation 30(2) of th e SEBI{LODR) Regulations, 2015 a r e annexed herewith as Annexure-A;
• iv) The proposal for issuance of upto 1,98,63,658 (One Crore Ninety Eight Lacs Sixty Three Thousand Six Hund red Fifty Eight) equity shares having face value of Rs. 10 /-(Rupees Ten) each to Edelweiss Asset Reconstruction Company Limited ("EARC"), an Asset Reconstruction Company registered under Section 3 of the Sccuritisation and Reconstruction of Financial Assets and Enforcement of Security Interest /\ct, 2002 and a Financial Institution within the meaning of sub clause (i-a) of clause (h) of Section 2 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 acting as Trustee of EARC Trust SC233, EARC Trust SC24-.1-·" and EARC Trust SC269 a t an issue price of Rs. 17.05 per share(including ~miD: \ - Corp. Office: Industrial Assurance Building, 3 raFloor, Regd. Office: P.O. Tilaknagor, Tai. Shrirampur, . ' . }.\" JI ·f)·

Churchgate, Mumbai, Maharashtra - 400 020, India Dist. Ahmednagor, Maharashtra - 413 720, India 1 t. :.y ^p+91 (22) 2283 1716; 18 F +91 (22) 2204 6904 p +91 (2422) 265 123 / 265 032 F +91 (2422 I MJ . <> ^Etiliquor@tilind.com E regoff@tilind.com ~

of ~s . 7 .05 per share) towards con version of part of the debt owed to it by the Com pany amounting to Rs. 33,86,75,368.90 (Thirty Three Crores Eighty Six Lacs Seventy Five Thousand Three Hundr ed Sixty Eight and Paisa Ninety) into equity shares of the Company on preferential basis, subject to approval of the Members of the Company. Details in accordance with Para A of Part A of Sch edule III r ead with Regula tion 30(2) of the SEBI(LODR) Regulations, 2015 are annexed herewith as Annexure-B;

• (v) The proposal for Issuance of u pto 5,36,39,847 (Five Crores Th irty Six Lacs Thirty Nin e Thou sand Eight Hundred Forty Seven) equity sh ares having face value of Rs. 10 /-(Rupees Ten) each to the Investors at an issue price of Rs. 13.75 per share(including premium of Rs. 3 . 75 per share) on preferential basis through private placement, subject to a pproval of the Mem bers of t h e Company. Details in accor dance with Para A of Part A of Schedule III read with Regulation 30(2) of th e SEBI(LODR) Regulations, 20 15 ar c annexed herewith as Annexure-B;
• (vi) Conven in g of the Extra-Ordina ry General Meeting of the Company on Saturday, February 22, 2020 at 10.30 a .m. at the Registered Office of th e Company i.e. P.O. Tilaknagar, Tal. Shrirampur, Dist . Ahmednagar, Maharashtra-413 720. The notice of the Meeting shall be dis patched in due course.

P'ease t ake note that the Meeting commenced at 10.00 a .m . and concluded at 05.55 p.m.

K ndly acknowledge the receipt and take the same on your record.

Tnankin g you ,

Yours faithfully,

For Tilaknaga ndustries Ltd.

Company Secretary

Enc l: a/a

Corp. Office: Industrial Assurance Building 3rd Floor Churchgate, Mumbai, Maharashtra - 400 020, India P +91 122) 2283 1716/' 8 F +91 (22) 2204 6904 E tiliquor@tilind.com

ANNEXURE - A

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

- - etails reasons and for c st ructuring ----	to it by the Company.	Acceding to the request submitted by the Company, Edelweiss Asset Reconstruction Company Limited("EARC") acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269 (in favou r of whom some of the lender Banks and Financial Institution have assigned all the rights, title and interests in fina ncial assistances granted by them to the Company) has granted in-principle approval for restructuring of the debts owed
and/ Q uantitativc or qualitative -- e ffect of restructuring (Brief)		EARC will restructure the debt owed to it by the Company to the tune of Rs. 523.32 Crores at Rs 344.47 Crores.
-- - - - ctails of benefit, if any, to the D romoter/ promoter group/ group p	- Th - - e restructured debt of the Company will carry an interest rate o f 9% per annum and is payable over 4 years' tenure valid up to March 31, 20 24. The Servicing and the repayments are based u pon cash flows of the Company. Any residual amount pending at the end of the 4th year will be refinanced by the Comoany. As per terms of restructuring by EARC, the balance debt of shall remain outstanding till the time Rs. 14 4.98 Crores restructured debt is repaid to th e satisfaction of EARC and the s a me shall carry interest rate of 0.001% p.a. accruing on a yearly basis. The ba lance debt along with accrued interest shall be waived and written off by EARC once the restructured debt has been repaid to the satisfaction of EARC. Rest of the debt amount of Rs. 33.87 Crores shall be converted into equity shares 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 s h ares, the holding of EARC should be 10 % of the diluted equ ity share capital of the Company. NIL
such ompanies from proposed c cstructuring r - -
ricf in change details o f B hareholding pattern (if any) of the s	-pre - restructuring and Post-restructuring sharehol <l!ing patternof the Company is as follows:
ntities c		Pre- Restructuring %	Post Restructuring O/o
	---- 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
,_	to Individual Investors.	The Post-restructuring shareholding pattern as mentioned above is on the assumption that the promoter contribution is Nil and equ ity s h ares shall also be allotted on a Private Placement basis

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

Annexure-B

Details in accordance with Para A of Part A of Schedule III read with Regulation 30(2) o f the SEBI(LODR) Regulations, 2015

I I I	--- -- Securities Type of be Proposed to issuc(viz_ equity shares, convertible etc.)	Equity Shares
fb	Type of Issuance	Preferential Allotment to Edelweiss Asset Reconstruction A. Company Limited acting as Trustee of EARC Truft SC233, Trust and Trust SC24 l SC269 towards EARC EARC conversion of part of the debt owed to it by the Company pu rsuant to Section 62 of the Companies Act, 2013 and as per the SEBI(Issue of Capital and Disclosure Requirements) Regulations, 2018
c	Total Number of	B . SI.	Preferen tial Allotment to Investors for ra1smg of funds through Private Placement pursuant to Section 62 of the Companies Act, 2013 and as per the SEBI(Issue of Capital and Dis closure Requirements) Regulations, 2018 Name of the Proposed Allottees Category Maximum
	securities proposed to be issued or the total amount for which the	No.			Number of Eqrtity shares osed to be prop allotted 1
	I securities will be issued	A	Edelwe iss Asset Re c onstruction Company Limited
		l	Edelweiss Asset Reconstruction Com pany Limited acting as Trustee of EARC Trust SC233	Non-Promoter Financial Institution	33,76,822
		2	Edelweiss Asset Reconstruction Company Limited acting as Trustee of EARC Trust SC24 l	Non-Promoter Financial Institution	' 79 ,45,463
		3 --	Edelweiss Asset Reconstruction Company Limited acting as Trustee of EARC Trust SC269	Non-Promoter Financial Institution	85,41,373 I
			TotallAl		1.98 63 658
		B	Investors
		1	Sujee A	Non-Promoter Indian Public	45,97,701 I
		2	Selvam	Non-Promoter Indian Public	30,65,134
		3	Kalathil Krishnan	Non-Promoter Indian Public	38,31 ,4 18
	I	4	Ayyan Gouda Malipatil	Non-Promoter Indian Public	19,1 5,709
		- s	Doddabasavanagowda A	Non-Promoter	19, 15,709
		6	Malipatil l\arasimha Reddy Tumu	Indian Public Non-Promoter Indian Public	38,3 1,4 18
		7	N Anish Reddy	Non-Promoter Indian Public	138,3 1,4 18
		8	Muthyam Reddy Kukunoor	Non-Promoter Indian Public	38,3 1,4 18
		9	Alwal Reddy Nallavelly	Non-Promoter Indian Public	38,31 ,41 8
	-	10	Amireddv Jaipal Reddy	Non-Promoter	1 1 14 94 2

Corp. Office: Industrial Assurance Building, 3 rd Floor, "' J :: ·~./~~; Regd. Office: P_O_ Tilaknagor, Toi. Shrirampur, _/" ~ -'Jc Churchgote, Mumbai, Maharashtra - 400 020, India o;,1. Ahmedoogo" Mohom<ht.m - 413 720, lodlo ~l\'J 'I ' P +91 j22) 2283 1716/18 F +91 (22) 2204 6904 P+91 (2422)265123/265032 F+91 j2422} . 6 I 1 . E tiliquor@tilind.com E regoff@tilind.com , ~ \

11 12	Mallik Reddy Challa Kanch arla Chandra She ker Reddy	Indian Public Non-Promoter Indian Public Non-Promoter	38,31,418 76,62,834
-	To tall Bl	Indian Public	5 36 39.847
I	Grand Total (A+B)		7,35,03,505
	*Inve stors mentioned at SI. nos. B(6) to B(12) above are part of the same group a	cting as person acting in concert with

Corp. Office: lndustna, Assurance Building, 3rd Floor, Churchgate Mumbai Maharashtra - 400 020, India P +9 l (22) 2283 1716/ 1 8 F +9 l (22) 2204 6904 E til iquar@tilind.com

Regd. Office: P.O. Tilaknagor, Toi. Shrirampur, Dist Ahmednagar, Maharashtra - 4 13 720, India P +91 (2422) 265 123 I 265 032 F +9 1 (2422) 265 135 E regaff@ti lind.cam