Tilaknagar Industries Ltd — Capital/Financing Update 2022

Sep 23, 2022

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To, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001 Scrip Code : 507205

To,

National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 Symbol : TI

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (LODR) Regulation, 2015, we would like to inform you that the Compensation Committee of the Board of Directors of the Company, through Circular resolution passed on, September 23, 2022 has approved the following:

1. Change in the definition of “Employee” as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in the ESOP scheme 2008, ESOP scheme 2010 and ESOP scheme 2012 of the Company. All other terms and conditions of the ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012 stands unchanged.

2. Grant of 8,50,000 (Eigth Lacs Fifty Thousand) Options to eligible employees of the Company from the Options available with the Company under ESOP Scheme – 2012.

Under the Scheme, each option is convertible into one Equity Share (Face Value of Rs. 10/- each) of the Company upon vesting, at an Exercise Price which shall be calculated at a discount not higher than 75% of the average of the daily high and low of the prices for the Company’s equity shares quoted on BSE Limited, during the 15 days preceding the date of vesting of the stock options subject to a minimum Exercise Price of Rs. 67.00/-.

The ESOPs granted are governed as per ESOP Scheme 2012, which was submitted to the Exchanges at the time of obtaining the in-principle approval.

Please find enclosed herewith, disclosure under Regulation 30 of the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015

Kindly take the same on your record.

Thanking you.

Yours faithfully,

For Tilaknagar Industries Ltd.

DIPTI Digitally signed by DIPTI VARUN VARUN TODKAR Date: 2022.09.23 TODKAR 18:17:51 +05'30' Dipti Todkar Company Secretary

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Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr. **No. **	Particulars	Remark
1	Brief details of options granted	8,50,000 Options were granted to Eligible Employees of the Company under the Employee Stock Option Scheme 2012
2	Whether the scheme is in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) regulations, 2021 (if applicable)	Yes
3	Total number of shares covered by these options	8,50,000 Equity Shares
4	Pricing formula	Exercise Price shall be calculated at a discount not higher than 75% of the average of the daily high and low of the prices for the Company’s equity shares quoted on BSE Limited, during the 15 days preceding the date of vesting of the stock options subject to a minimum Exercise Price of Rs. 67.00/-. The minimum exercise price is calculated at 25% discount to Market Price i.e. Rs. 89.20/- per option, being the closing market price of the Company’s equity share on September 21, 2022 i.e. the date previous to the date of circulation of the resolution
5	Options vested	Nil
6	Time within which option may be exercised	Exercise period shall be 2 years from the date of vesting of options.
7	Options exercised	Nil
8	Money realized by exercise of options	Nil
9	the total number of shares arising as a result of exercise ofoption	Nil
10	options lapsed	Nil
11	variation of terms of options	-
12	brief details of significant terms	There shall be a minimum period of One Year between the date ofgrant and date of

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			vesting of the above Stock Options. Exercise period shall be 2 years from the date of vesting of options. The Stock options granted to the Option Grantees shall vest as per the below mentioned details: Vesting Date No. of Stock Options September 22, 2023 30% Options September 22, 2024 30% Options September 22, 2025 40% Options
13	subsequent changes or cancellation or exercise of such options		Nil
14	diluted earnings per share pursuant to issue of equity shares onexercise ofoptions		Options are yet to be exercised
15	Conversion Ratio		Each Option shall carry the right to be issued One Equity Share of Rs. 10/- each of the Company

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