May 30, 2022

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 : Outcome of the Board Meeting pursuant to Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015

Dear Sir/Madam,

The Board of Directors of the Company at its Meeting held today i.e. Monday, May 30, 2022, has inter-alia considered and approved the following:

1. Audited Financial Results (Consolidated and Standalone) of the Company for the quarter and financial year ended March 31, 2022. Copies of the same along with Audit Reports thereon submitted by M/s. Harshil Shah & Company, Statutory Auditors of the Company and Disclosure of the Impact of Audit Qualifications are enclosed herewith pursuant to the provisions of Regulation 33 of the SEBI (LODR) Regulations, 2015;
1. Dividend of Re. 0.10 per equity share having face value of Rs. 10/- each (i.e. 1%) for the financial year 2021-22 subject to the approval of the shareholders at their ensuing annual general meeting. The dividend, if approved, shall be paid/dispatched within 30 days from the date of approval by the shareholders in the ensuing annual general meeting;
1. Issuance of 65,97,221 (Sixty-five Lakhs Ninety-seven Thousand Two Hundred and Twenty-one) Equity Shares of face value Rs. 10/- each ("Equity Shares") for cash at a price of Rs. 72/- per equity share (including a premium of Rs. 62/- per equity share) for an amount aggregating to Rs. 47,49,99,912/- (Rupees Forty-seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Twelve only) to Mr. Kancharla Chandra Sheker Reddy, S.S Spirits LLP and M&S Bottling Company Private Limited, non-promoters, on a preferential basis ("Preferential Issue") in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations"), as amended, subject to the approval of the shareholders of the Company at their Extraordinary General Meeting and such regulatory/ statutory authorities as may be applicable;

Issuance of 52,08,333 (Fifty-two Lakhs Eight Thousand Three Hundred and Thirty- Three) Convertible Warrants ("Warrants") for cash at a price of Rs. 72/- per warrant for an amount aggregating to Rs. 37,49,99,976/-(Rupees Thirty seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Seventy-six only) to Mr. Amireddy Jaipal Reddy and S.S Spirits LLP, Non-Promoters, on a preferential basis ("Preferential Issue") in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations"), as amended, subject to the approval of the shareholders of the Company at their Extraordinary General Meeting and such regulatory/ statutory authorities as may be applicable;

The information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, in this regard (point no. 3 and 4) is enclosed as Annexure-A to this letter;

1. An Extraordinary General Meeting ("EGM") of the Members of the Company will be held on Wednesday, June 29, 2022 for seeking their approval for the aforementioned Preferential Issue through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") facility. The Notice of the EGM shall be sent to those Members whose e-mail addresses are registered with the Company/Depositories through email in due course;
1. On recommendation of the Nomination and Remuneration Committee, Mrs. Shivani Amit Dahanukar (DIN: 00305503) is appointed as an Executive Director (whole-time) and Key Managerial Person of the Company for a period of 3 years w.e.f. June 01, 2022 to May 31, 2025 (both days inclusive) subject to the approval of members at the ensuing annual general meeting of the Company;

The information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, in this regard is enclosed as Annexure-B to this letter;

On recommendation of Nomination and Remuneration Committee, Ms. Swapna Shah (DIN 08807901), a Non-Executive Director who is liable to retire by rotation at the ensuing annual general meeting of the Company is reappointed by the Board subject to the approval of members at the ensuing annual general meeting of the Company;

Subject to requisite approvals/consents, the Scheme of Amalgamation of Four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Spring Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Shrirampur 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 Tilaknagar Industries Limited (hereinafter referred to as the "Transferee Company" or the "Company" or "TI") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder.

The salient features of the proposed Scheme, inter alia, are given as under:

i) The Appointed Date of the Scheme would be April 01, 2022.
ii) The entire assets and liabilities of the Transferor Companies to be transferred to and recorded by the Company at their respective carrying values in the books of accounts of the Transferor Companies.
iii) All inter-company balances and investments amongst the Transferor Companies and the Company will stand cancelled as a result of the proposed Scheme.
iv) The entire share capital of the Transferor Companies is held by the Company. Upon the Scheme becoming effective, no equity shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies and accordingly, equity shares held by the Company in the Transferor Companies shall stand cancelled on the Effective Date without any further act, instrument or deed.

Allotment of 1,40,111 (One Lakh Forty Thousand One Hundred and Eleven) equity shares having face value of Rs. 10/- each under various ESOPs schemes of the Company as mentioned below to employees of the Company, pursuant to exercise by such employees of the options granted to them:

Scheme	Issue Price	No. of equity shares allotted
ESOP scheme 2010	15	2,368
ESOP scheme 2012	15	1,11,243
ESOP scheme 2012	32	26,500

Consequent upon the above allotment of equity shares, the paid-up equity share capital of the Company stands increased as follows:

Sr. No.	Particulars	No. of Equity Shares	Amount (in Rs.)
1.	Existing paid-up Equity Share Capital	15,86,21,804	158,62,18,040
2.	Post Allotment paid-up Equity Share capital	15,87,61,915	1,58,73,77,830

10.Change in constitution of Compensation Committee – Mrs. Shivani Amit Dahanukar ceases to be the member of the committee. Mr. C. V. Bijlani, Independent Director is added as the new member of the Committee. The Committee constitution after the aforesaid changes is as follows:

Sr. No.	Name of Director	Designation
1.	Mr. C. V. Bijlani	Chairman
2.	Dr. Ravindra Bapat	Member
3.	Mr. Kishorekumar Mhatre	Member
4.	Ms. Swapna Shah	Member

11.Annual General Meeting ("AGM") of the Members of the Company will be held on Monday, August 29, 2022 through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") facility. The Notice of the AGM shall be sent to those Members whose e-mail addresses are registered with the Company/Depositories through email in due course.

A copy of the Audited Financial Results (Consolidated and Standalone) of the Company for the quarter and financial year ended March 31, 2022 along with Audit Reports thereon is enclosed herewith.

The outcome of the Board meeting shall also be available on the website of the Company i.e. www.tilind.com.

The meeting of the Board commenced at 4.50 P.M. and concluded at 9.50 P.M.

Kindly take the same on your record.

For Tilaknagar Industries Ltd.

DIPTI VARUN TODKAR

Digitally signed by DIPTI VARUN TODKAR Date: 2022.05.30 21:53:22 +05'30'

Dipti Todkar Company Secretary

Encl.: As above

Annexure -
-------------------	--

Types of _l securities proposed to be issued		Equity shares of Rs. $10/-$ each	shares	Warrants convertible into equal number of equity
Type of issuance	Preferential issue

Total number of		$65,97,221$ (Sixty-five Lakhs)		52,08,333 (Fifty-two Lakhs
securities		Ninety-seven Thousand Two	Eight Thousand	Three
proposed to be		Hundred and Twenty- one)		Hundred and Thirty-Three)
issued the or		Equity Shares of face value	Convertible	Warrants
total amount for	Rs.	$10/-$ each ("Equity		("Warrants") for cash at a
the which		Shares") for cash at a price of		price of Rs. 72/- per
securities will be		Rs. 72/- per equity share	warrant for an	amount
issued		(including a premium of Rs.		upto to Rs. 37,49,99,976/-
(approximately)		$62/-$ per equity share) for an		(Rupees Thirty seven crores
	amount	aggregating to	nine	Forty-nine Lakhs Ninety- Thousand Nine
		Rs. 47,49,99,912/- (Rupees Forty-seven crores Forty-nine		Hundred and Seventy-six
		Lakhs Ninety-nine Thousand	only)
		Nine Hundred and Twelve
	only)
			In case of preferential issue the following disclosures:

Names and	All the equity shares	are		All the warrants are issued
Number the οf investors	issued to 3 non-promoters		to 2 non-promoters


	Name	No. of	Name	No. of
		equity		convertible
		shares of Rs. 10/-	Mr.	warrants
		each	Amireddy	34,72,222
	Mr.	13,88,888	Jaipal
	Kancharla		Reddy
	Chandra		S.S Spirits	17,36,111
	Sheker		LLP
	Reddy		TOTAL	52,08,333
	S.S Spirits	34,72,222
	LLP
	M&S Bottling	17,36,111
	Company
	Private
	Limited TOTAL	65,97,221

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 [email protected]

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India P+91 (2422) 265 123 / 265 032 F+91 (2422) 265 135 E [email protected]

CIN: L15420PN1933PLC133303

Web: www.tilind.com

Post allotment of	For Outcome of subscription -	For Outcome of
securities $\sim$ 1	Refer the note at the end of	subscription – Refer the
outcome of the	Annexure A	note at the at the end of
subscription,		Annexure A
issue price I
allotted price (in
οf case
convertibles)
In case of	Not Applicable	Warrant Each is
convertibles		convertible into 1 (One)
intimation on		Equity Share the and
conversion of		conversion be can
securities or on		exercised at time any
of the lapse		within a period of 12
of tenure the		(Twelve) months from the
instrument		date of allotment, in one or
		more tranches and on such
		other terms and conditions
		as agreed upon by the
		the Company and
		Investors.

		An amount equivalent to
		25% of the Warrant price
		shall be payable on the
		date of allotment of each
		Warrant and the balance
		75% of the Warrant price
		shall be payable by the
		Warrant holder against each warrant at the time of
		allotment of Equity Shares
		pursuant to exercise of the
		options against each such
		Warrant by the Warrant
		holder.

Relevant date	Monday, May 30, 2022	Monday, May 30, 2022

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 [email protected]

CIN: L15420PN1933PLC133303

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India P+91 (2422) 265 123 / 265 032 F+91 (2422) 265 135 E [email protected]

Web: www.tilind.com

Note:

Post allotment of securities - Outcome of subscription

	Pre-issue (as of 30- May-22)		Pre-issue but post conversion of existing Promoter & Promoter Group Warrants		Post-issue of Equity Shares and post conversion of existing Promoter & Promoter Group Warrants but before conversion of		Post-issue of Equity Shares and post conversion of existing Promoter & Promoter Group Warrants and after conversion of Warrants in this Issue
Allottee	# of shares	%	# of shares	%	Warrants in this Issue # of shares	%	# of shares	%
AMIREDDY JAIPAL REDDY	0	0.00%	0	0.00%	0	0.00%	34,72,222	1.93%
Kancharla Chandra Sheker Reddy	0	0.00%	0	0.00%	13,88,888	0.80%	13,88,888	0.77%
SS Spirits LLP	0	0.00%	0	0.00%	34,72,222	1.99%	52,08,333	2.90%
M&S Bottling Company Private Limited	0	0.00%	0	0.00%	17,36,111	0.99%	17,36,111	0.97%

Annexure - B

Particulars	Ms. Swapna Shah	Mrs. Shivani Amit Dahanukar
Age	59 years	44 years
Reason for change	Re-Appointment	Appointment
Date оf appointment	From the ensuing annual general meeting	June 01, 2022
Term οf appointment	Director liable to retire by rotation	Appointed as Executive Director (whole-time) and KMP for a period of 3 years w.e.f. June 01, 2022 to May 31, 2025 (both days inclusive)
Brief profile	Business Masters in Administration from University of Missouri and has studied also International Business Management from Kellogg School of Management - Evanston, Illinois A result oriented, persuasive tenacious professional and having three decades οf experience in business development, strategy, marketing, offer management, end to end solutions, supply chain, operations and quality with an ability to understand and relate to evolving business landscape to deliver results in various roles. She has also held leadership positions with organizations Lucent V1Z. Technologies (USA), Alcatel- Lucent (USA), Alcatel-Lucent India Limited and Nokia. She has also worked as a Business Partner with U.S. Telecom (USA) and Internat Chemicals & Allied Products, Inc. (USA).	in Business Masters Administration from the University of San Francisco. A graduate in Law from the Law Government College, University of Mumbai. Engaged in welfare community activities in the fields of nutrition, primary education and healthcare.

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 [email protected]

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India P+91 (2422) 265 123 / 265 032 F+91 (2422) 265 135 E [email protected]

CIN: L15420PN1933PLC133303

Web: www.tilind.com

Relationship with	Mrs.	Shivani	Amit
other		Dahanukar is the wife
Directors/Key	of Mr. Amit Dahanukar,
Managerial	Chairman		and
Personnel		Managing Director

Sr. No. Particulars Description 1. Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc The Scheme of Amalgamation of Four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Spring Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Shrirampur 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 Tilaknagar Industries Limited (hereinafter referred to as the "Transferee Company" or the "Company" or "TI") 2. whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"; Yes. The Transferor Companies are direct wholly-owned subsidiaries of the Transferee Company and as such the said companies are related party to each other. However, the Ministry of Corporate Affairs has clarified vide its General Circular No. 30/ 2014 dated 17th July, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the Listing Regulations, the related party transaction provisions are not applicable to the proposed Scheme and the Scheme is also exempted from the

Annexure -C

3. of KSDPL: It is presently not carrying out of business the area any commercial business operations and entity(ies); is a wholly owned subsidiary of the Transferee Company. MVPL: It is presently not carrying out any commercial business operations and is a wholly owned subsidiary of the Transferee Company. SGPL: It is presently not carrying out any commercial business operations and is a wholly owned subsidiary of the Transferee Company. SPPL: It is presently not carrying out any commercial business operations and is a wholly owned subsidiary of the Transferee Company. TI: It is primarily engaged in the business of manufacturing and sale of Indian Made Foreign Liquor (IMFL). The Group has a strong and diverse portfolio of brands in various liquor categories including brandy, whisky, vodka, gin, and rum. The amalgamation will enable the rationale for amalgamation/ i. 4. Transferee Company to integrate merger; its business operations and provide impetus to its operations. The consolidation of the activities by way of an amalgamation of the Transferor Companies will lead to synergies of operations, reduction overheads in including administrative, managerial and expenditure, operational other rationalization, organizational efficiency, competitive advantage optimal utilization and οf resources. reduction Significant the 11. in		provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020.






Corp. Office: Industrial Assurance Building, 3 ^rd Floor, Regd. Office: P.O. Tilaknagar, Tal. Shrirampur,

Churchgate, Mumbai, Maharashtra - 400 020, India P+91 (22) 2283 1716/18 F+91 (22) 2204 6904 E [email protected]

Dist. Ahmednagar, Maharashtra - 413 720, India P+91 (2422) 265 123 / 265 032 F+91 (2422) 265 135 E [email protected]

		multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company.
		iii. will The Scheme help in elimination administrative of functions and multiple record- keeping, thus reducing overall expenditure.
		It will improve and consolidate 1V. internal controls and functional integration at various levels of the organization such as information technology, human resources, finance, legal and general leading management to an efficient organization capable of responding swiftly to volatile and rapidly changing market scenarios.
5.	in case of cash consideration - amount or otherwise share exchange ratio;	The entire share capital of the Transferor Companies is held directly by the Company. Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Transferee Company in the Transferor Companies and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act, instrument, or deed.
6.	brief details of change in shareholding pattern (if any) of listed entity.	There will be change the no in shareholding pattern of the Company pursuant to the Scheme, as no shares are being issued by the Company in connection with the Scheme.

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 [email protected]

CIN: L15420PN1933PLC133303

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720, India P+91 (2422) 265 123 / 265 032 F+91 (2422) 265 135 E [email protected]

Web: www.tilind.com

Exhibit -1

(Figures In Rs.)

Details as on 31st March 2022 Particulars	KSDPL	MVPL	SGPL	SPPL	Tilaknagar Industries Ltd.
Paid-up Equity Share Capital	30,00,000	1,00,000	1,00,000	1,00,000	1,58,62,18,040

Net Worth (Standalone)	-4,19,45,425	-8,03,913	-26,42,236	-14,99,670	1,20,77,62,318

Total Income ( Loss) (Standalone)	-1,50,504	-1,00,058	-2,54,052	-1,57,020	28,70,49,168

For Tilaknagar Industries Ltd.

DIPTI VARUN TODKAR

Digitally signed by DIPTI VARUN TODKAR Date: 2022.05.30 21:53:53 +05'30'

Dipti Todkar Company Secretary

HARSHIL SHAH & COMPANY Chartered Accountants

Phone :- 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

Independent Auditors' Report

To the Board of Directors of Tilaknagar Industries Limited

Report on the Audit of the Consolidated Annual Financial Results

Qualified Opinion

We have audited the accompanying consolidated annual financial results of Tilaknagar Industries Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), and an associate for the year ended March 31, 2022, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in basis for qualified opinion paragraph below, the aforesaid consolidated annual financial results:

a. include the annual financial results of the following subsidiaries and associate:

	Holding Company
	Tilaknagar Industries Ltd
	Subsidiaries:
$\overline{2}$	Prag Distillery (P) Ltd
$\overline{3}$	Vahni Distilleries Pvt. Ltd
$\overline{4}$	Kesarval Spring Distillers Pvt. Ltd
5	Punjab Expo Breweries Pvt. Ltd
6	Mykingdom Ventures Pvt. Ltd
$\overline{7}$	Studd Projects P Ltd
8	Srirampur Grains Pvt. Ltd
9	Shivprabha Sugars Ltd
	Associate:
10	Mason & Summers Marketing Services Pvt. Ltd

b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other

Chartered Accountants Phone :- 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

comprehensive income and other financial information of the Group for the year ended March 31, 2022.

Basis for Qualified Opinion

a. The Holding Company has not carried out impairment assessment of one of the ENA plants as required by Indian Accounting Standard (Ind AS 36) 'Impairment of Assets' though there is an indication of impairment. Reference is invited to note no. 6 of the consolidated annual financial results.
b. The following paragraph in respect of Basis for Qualified Opinion was included in the audit report dated May 28, 2022 issued on the Financial Statements of Prag Distillery (P) Ltd ("Prag"), a subsidiary company of the Holding Company issued by an Independent Firm of Chartered Accountants, is reproduced as under:
We draw attention to note no. 34 of the Statement which states that the Company has incurred capital expenditure of Rs. 10,021.69 lakhs as at March 31, 2022 on expansion project (the Project) grouped under the head capital work in progress. Work on the said project has been suspended and has not been completed since many years. Further the Building, Plant & Equipment of the Company has remained idle due to Plant shutdown. The Company has not tested the said Project, Building, Plant and equipment (Tangible Assets) for impairment loss as per Indian Accounting Standard (Ind AS 36) 'Impairment of Assets'. In absence of sufficient appropriate audit evidence, we were unable to determine the amount of impairment in the value of project and Tangible assets.
We draw attention to note no. 35 of the statement which states that there are unsecured overdue trade receivables of Rs. 586.55 lakhs and deposits of Rs. 182.05 from Andhra Pradesh Beverage Corporation Ltd and unsecured advances given to suppliers of Rs. 210.99 lakhs which are long overdue and doubtful of recovery. The management has not considered any provision for allowance on doubtful trade receivables, deposits and advances though it is long overdue. In absence of sufficient appropriate audit evidence and balance confirmations, we are unable to verify the recoverability amount of the trade receivables deposits and advances.

Note no. 34 and 35 of Prag as described above is reproduced as note no. 8 and 9 to the consolidated financial results respectively.

HARSHIL SHAH & COMPANY Chartered Accountants

Phone: - 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit report of the other auditor referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our qualified opinion on the consolidated annual financial results.

Material uncertainty related to going concern in respect of subsidiaries:

a. The following paragraph in respect of material uncertainty related to going concern was included in the audit report dated May 28, 2022 issued on the financial statements of PunjabExpo Breweries Pvt Ltd ("Punjabexpo"), a subsidiary company of the Holding Company issued by an Independent firm of Chartered Accountants, is reproduced as under:

We draw attention to Note no. 33 of the financial statements which indicates that the Company has incurred a net loss of Rs. 1,017.15 lakhs during the current year. The Company has accumulated losses of Rs. 2,098.66 lakhs and its net worth has been fully eroded as at March 31, 2022. These conditions indicate that a material uncertainty exists that may cast a significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note.

Our opinion is not modified in respect of this matter.

Note no. 33 of Punjabexpo as described above is reproduced as note no. 7 to the consolidated financial results.

b. The following paragraph in respect of Material uncertainty related to going concern was included in the audit report dated May 28, 2022 issued on the Financial statements of Prag Distillery (P) Ltd ("Prag"), a subsidiary company of the Holding Company issued by an Independent firm of Chartered Accountants, is reproduced as under :

HARSHIL SHAH & COMPANY Chartered Accountants Phone: - 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

We draw attention to Note no. 34 the statement which states that the Company has been referred to National Company Law Tribunal for Corporate Insolvency Resolution Process (CIRP) under the provisions of Insolvency and Bankruptcy Code 2016 (the Code) and the Board of Directors of the Company have been suspended. Further the Company's net worth has been fully eroded as at March 31, 2022 and as of that date the business has ceased completely. The uncertainty of the outcome of the NCLT proceedings and other events as mentioned above, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.

Our conclusion is not modified in respect of this matter.

Note no. 34 of Prag as described above is reproduced as note no. 8 to the consolidated financial results.

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

www.caharshilshah.com, E Mail :- [email protected]

In preparing the consolidated annual financial results, the Management and the respective Board of Directors of the companies included in the Group are responsible for assessing the

ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Chartered Accountants Phone: - 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report. to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entity included in the consolidated annual financial results, which has been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Chartered Accountants Phone: - 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMDI/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

a. The consolidated annual financial results include the results for the quarter ended March 31, 2022 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.
b. We did not audit the financial statements / information of 8 subsidiaries included in the consolidated financial results whose Ind AS financial statements include total assets of Rs. 16,606.09 lakhs as at March 31, 2022 and total revenue of Rs. 563.95 lakhs and total loss of Rs. 336.72 lakhs including other comprehensive income for the year ended March 31, 2022 as considered in the consolidated annual financial results. These Financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the Consolidated Ind AS financial results insofar as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of section 143 (3) of the Act insofar as it relates to the aforesaid subsidiaries is based solely on the reports of such auditors. Our opinion on the consolidated Ind As financial results is not modified in respect of the above matter with respect to our reliance on the work done and the reports of other auditors.
c. The Consolidated financial results also include Group's share of loss / profit Rs Nil for the year ended March 31, 2022 as considered in the Consolidated financial results in respect of 1 Associate whose financial statements have not been audited by us. The Financial Statements/ information of the Associate is not available and the Group has provided its share of loss to the extent of the Investment. In our opinion and according

Chartered Accountants Phone: - 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]

to the information and explanation given to us by the management this financial statements / information are not material to the Group. Our opinion is not modified in respect of the above matter.

For Harshil Shah & Company

Chârtered Accountants ICAI Firm Reg No. 141179W

Harshil Shah Partner Membership No. 124146

$\hat{C}$

Place: Mumbai Date: May 30, 2022 ICAI UDIN: 22124146AJXUUV9506

TILAKNAGAR INDUSTRIES LTD. (CIN: L15420PN1933PLC133303)

Corporate Office: 3rd Floor, Industrial Assurance Building, Churchgate, Mumbai, Maharashtra - 400 020

Regd.Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720

Email: [email protected]; Website: www.tilind.com; Phone: +91 22 22831716/18; Fax: +91 22 22046904

	Statement of Consolidated Audited Financial Results for the Quarter & year ended March 31, 2022
	Particulars		Quarter ended		Year ended
		31.03.2022	31.12.2021	31.03.2021	31.03.2022	31.03.2021
		Audited	Unaudited	Audited	Audited	Audited
$\mathbf{I}$	Revenue from operations	52,090.80	50,166.59	44,179.16	1,79,205.87	1,41,836.42
$\mathbf{II}$	Other Income	782.76	111.75	734.27	1,046.79	1,141.95
III	Total Income (I + II)	52,873.56	50,278.34	44,913.43	1,80,252.66	1,42,978.37
IV	Expenses Cost of materials consumed (a) Purchases of stock-in-trade (b)	12,059.12	9,923.44	10,291:11	37,798.42	29,132.08
	Changes in inventories of finished goods, stock-in-trade and work-in-progress (c)	286.01	(250.61)	399.65	442.84	(1, 393.75)
	(d) Excise duty	27,984.76	29,577.03	24,945.13	1,00,868.62	86,961.34
	Employee benefits expense (e)	1,172.66	693.60	441.32	3,208.53	2,515.56
	(f) Finance costs	1,549.92	1,553.39	1,870.79	6,186.88	7,096.50
	Depreciation and amortization expense (g)	808.21	821.81	810.47	3,274.25	3,312.43
	(h) Other expenses	8,009.62	6,980.95	7,078.07	25,675.43	19,212.09
	Total expenses	51,870.30	49,299.61	45,836.54	1,77,454.97	1,46,836.25
V	Profit/(Loss) before exceptional items and tax (III-IV)	1,003.26	978.73	(923.11)	2,797.69	(3,857.88)
VI	Exceptional items	1,321.51			1,321.51
VII	Profit/(Loss) Before Tax (V+/-VI)	2,324.77	978.73	(923.11)	4,119.20	(3,857.88)
VIII	Tax Expense
	Current tax (a)	$\sim$
	(b) Taxes for Earlier Years	$\omega$	(47.86)	(20.79)	(399.52)	(17.58)
	Deferred tax (c)	$\omega$
	Total tax expense	×	(47.86)	(20.79)	(399.52)	(17.58)
1X	Profit/(Loss) for the period before share of Profit/(Loss) of associate (VII-VIII)	2,324.77	1,026.59	(902.32)	4,518.72	(3,840.30)
X	Share of Profit/(Loss) of associate
XI	Profit/(Loss) for the period (IX+X)	2,324.77	1,026.59	(902.32)	4,518.72	(3,840.30)
XII	Other Comprehensive Income/(Loss)
	(a) Items that will not be reclassified to Profit & Loss
	(i) Remeasurement gain /(loss) in respect of the defined benefit plans	(13.50)	(8.63)	(26.08)	(39.38)	(34.50)
	(ii) Tax on above	S.		$\omega$		$\overline{\phantom{a}}$
	(b) Items that will be reclassified to Profit & Loss	ú.				ä.
	Total Other Comprehensive Income/(Loss) for the period [(a) +(b)]	(13.50)	(8.63)	(26.08)	(39.38)	(34.50)
XIII	Total Comprehensive Income/(Loss) for the period (XI+XII)	2,311.27	1,017.96	(928.40)	4,479.34	(3,874.80)
XIV	Profit/Loss for the period attributable to
	(a) Owners of the Company	2,324.77	1,026.59	(902.32)	4,518.72	(3,840.30)
	(b) Non-Controlling Interests
XV	Other Comprehensive Income/(Loss) for the period attributable to
	(a) Owners of the Company	(13.50)	(8.63)	(26.08)	(39.38)	(34.50)
	(b) Non-Controlling Interests	$\sim$	$\overline{\phantom{a}}$	$\omega$		$\overline{\phantom{a}}$
XVI	Total Comprehensive Income/(Loss) for the period attributable to
	(a) Owners of the Company	2,311.27	1,017.96	(928.40)	4,479.34	(3,874.80)
	(b) Non-Controlling Interests
	XVII Paid-up equity share capital (Face value of Rs. 10/- per Share)	15,862.18	15,501.39	12,543.46	15,862.18	12,543.46
					(2, 510.77)	(18, 115.30)
	XVIII Other Equity as per Balance Sheet
XIX	Earnings Per Equity Share of Rs. 10 /- each (not annualized) (a) Basic $(Rs.)$ Diluted (Rs.) (b)	1.49 1.44	0.72 0.70	(0.72) (0.72)	3.15 3.08	(3.07) (3.07)

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:: 2
Consolidated Audited Statement of Assets and Liabilities as at March 31, 2022

		(Rs. in lacs)
Particulars	As at	As at
	31.03.2022	31.03.2021
A ASSETS	(Audited)	(Audited)
NON-CURRENT ASSETS
(a) Property, Plant and Equipment	43.876.18
(b) Capital Work-in-Progress	10,021.69	46,776.75 10,010.02
(c) Right of Use Assets	17.74	44.39
(e) Other Intangible Assets	33.74	36.00
(f) Financial Assets
(i) Investments	3.77	3.77
(ii) Loans
(iii) Other Financial Assets	4,144.50	2,901.95
(g) Deferred Tax Assets (Net)
(h) Other Non-Current Assets	915.08	6,976.08
(i) Non-Current Tax Assets (Net)	312.52	380.09
Total Non-Current Assets	59,325.22	67,129.05
CURRENT ASSETS
(a) Inventories (b) Financial Assets	7,231.90	7,207.61
(i) Investments
(ii) Trade Receivables	23,676.60
(iii) Cash and Cash Equivalents	4,274.01	18,110.18 4,486.40
(iv) Bank Balance other than (iii) above	2,788.47	324.49
$(v)$ Loans		0.47
(vi) Other Financial Assets	1,699.76	24.85
(c) Other Current Assets	2,332.13	3,868.92
Total Current Assets	42,002.87	34,022.92
TOTAL ASSETS	1,01,328.09	1,01,151.97
B EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital	15,862.18	12,543.46
(b) Other Equity
(i) Equity Attributable to Owners of the Company	(2, 510.77)	(18, 115.30)
(ii) Non-Controlling Interests
Total Equity	13,351.41	(5,571.84)
LIABILITIES
NON-CURRENT LIABILITIES (a) Financial Liabilities
(i) Borrowings
(ii) Lease Liabilities	38,099.47	45,895.06
(iii) Other Financial Liabilities	7.37 4,018.06	10.56 6,021.50
(b) Provisions	474.03	433.00
(c) Deferred Tax Liabilities (Net)
(d) Other Non-Current Liabilities	1,452.50	3,053.22
Total Non-Current Liabilities	44,051.43	55,413.34
CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings	20,398.02	24,294.43
(ii) Lease Liabilities	13.04	45.50
(iii) Trade Payables
Total outstanding dues of micro, small enterprises	2,372.01	2,540.36
Total outstanding dues of creditors other than micro enterprises and small enterprises	14,758.61	12,264.01
(iv) Other Financial Liabilities	1,774.68	7,335.01
(b) Provisions	2,628.98	2,901.79
(c) Current Tax Liabilities (Net)		0.62
(d) Other Current Liabilities	1,979.91	1,928.75
Total Current Liabilities	43,925.25	51,310.47
TOTAL EQUITY AND LIABILITIES	1,01,328.09	1.01.151.97

š.

$\ddot{\phantom{0}}$ $\overline{\phantom{a}}$

Notes:

$\overline{1}$

The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its Meeting held on May 30, 2022. The Statutory Auditors have expressed qualified audit opinion.

The above results have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read $\overline{2}$ with relevant rules issued thereunder and other accounting principles generally accepted in India.
The above results have been prepared by the Company in accordance with IND-AS 110: Consolidated Financial Statements and IND-AS 28: Accounting for Investments in Associate in Consolidated Financial Statements prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies
The Company is predominantly engaged in the business of manufacture and sale of Indian Made Foreign Liquor (IMFL) and its related products, which constitute a $\overline{4}$ single business segment as per IND-AS 108: Operating Segments. Accordingly, disclosure in accordance with the provisions of Circular issued by the SEBI on July 05, 2016 is not applicable.
5 During the year, after the requisite Board and shareholders' approval, the Holding Company has alloted 3,12,11,350 equity shares of face value of Rs 10/- each to entities including promoters / promoter group on preferential basis at an issue price of Rs 53/- per equity share including a premium of Rs 43/- per share. Further, 92,45,283 warrants issued to promoter groups on a preferential basis at an issue price of Rs 53/- per warrant including a premium of Rs 43/- per warrant are outstanding as on March 31,2022.
The Company expects to restart the grain distillery plant during the financial year 2022-23 and has also received the permission for operating the fermentation section 6 till March 31, 2024. It is expected that permission for operating the distillation section also will be received soon. In view of this, the management believes that there is no impairment in value of its ENA Plant and hence the recoverable amount of the ENA Plant is not required to be estimated.
The net worth of PunjabExpo Breweries Private Limited ("PunjabExpo"), a subsidiary of TI, has been eroded and has incurred net loss during the current quarter. However, the parent company is actively exploring the possibility of entering into northern markets where PunjabExpo will be one of the major sources of supply. It is also in talks with other brand owners to enter into bottling arrangements for the said brand owners. This would significantly improve the capacity utilisation and have favourable impact on the profitability of PunjabExpo. Moreover, PunjabExpo is also in the process of rationalization of its administrative overheads. In order to repose faith in Punjabexpo, during the year, TI has subscribed to rights issue of 1,60,00,000 shares of Rs 10 each of Punjabexpo thereby further improving the net worth of the company. The Board of Directors have assessed the above conditions and indicators and have come to the conclusion that no material uncertainty exists that may cast significant doubt on the PunjabExpo's ability to continue as a going concern taking into account the plans management has put in place and the other mitigating factors described above. Hence, the accounts of PunjabExpo have been prepared on a going concern basis.
8 The National Company Law Tribunal ("NCLT") had ordered for liquidation of Prag Distillery (P) Ltd. ("Prag"), wholly owned subsidiary of the Company, as a going concern in 2018-2019. A liquidator had been appointed to manage the affairs of Prag. The outstanding dues of Standard Chartered Bank and DCB Bank have been settled and no dues certificates have also been received. Hence, the accounts of Prag have been prepared on a going concern basis. The impairment, if any, of the capex project undertaken by Prag in earlier years of Rs 10,021.69 lacs and of the existing Building, Plant and Equipment of Prag will be considered on outcome of the liquidation process as the case may be, as the recoverable value is not currently ascertainable. Following NCLT's approval, Prag has entered into a lease agreement with the Holding Company and the operations are expected to restart soon after completion of the necessary statutory formalities.
Trade Receivables of Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), include Rs 586.55 lacs (P.Y. Rs 586.55 lacs) receivable from Andhra
Pradesh Beverage Corporation Ltd. towards sale of IMFL made $\overline{9}$ National Company Law Tribunal to initiate legal action against Andhra Pradesh Beverage Corporation Ltd. for recovery of the same. The Management believes that no provision for doubtful debts is required to be made against this receivable as the amount is expected to be received. The Earnest Money Deposit of Rs 182.05 lacs (P.Y.Rs 182.05 lacs) and the advances to suppliers of Rs 210.99 lacs (P.Y. Rs 210.99 lacs) are mainly given for the expansion of Prag capacity and the same would be capitalised as soon as the entire licence fees are paid and the plant become operational at expanded capacity.
10 Consequent to the full and final payment to Standard Chartered Bank and DCB Bank, Prag Distillery (P) Ltd, a wholly owned subsidiary of the Company, has written back Rs 96.10 lacs and Rs 1,225.41 lacs respectively being the difference between the settlement amount and the total dues including interest accrued in the books of accounts. The same is accounted under exceptional items.
The Board of Directors of Tilaknagar Industries Limited ("TI" or the Transferee Company") at their Board Meeting held on May 30, 2022, have inter alia, approved the $11$ 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.

The Scheme, inter alia, provides for amalgamation by way of absorption and vesting of four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Spring Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Shrirampur 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.

The "appointed date" as per the scheme is the 1st day of April, 2022 or such other date as may be approved by the Honourable National Company Law Tribunal(s), for the purposes of this Scheme. The Scheme as aforesaid shall be subject to necessary approvals by the Shareholders, Creditors, Jurisdictional Bench of National Company Law Tribunal ("NCLT") and such other statutory and regulatory approvals as may be required.

$-3 -$

12 Subject to the approval of the shareholders at the Annual General Meeting, the Board recommended payment of Dividend of Rs. 0.10 per equity share of Rs. 10/each for the financial year ended March 31, 2022.
13 The Standlone and Consolidated audited financial results of the Company for the quarter and year ended March 31, 2022 are available on the Company's website (www.tilind.com) and on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com).
14 Figures for the quarters ended March 31, 2022 and March 31, 2021, are the balancing figures between audited figures in respect of the respective full financial years and the published year-to-date figures up to the thir

15 The previous period figures have been regrouped and reclassified wherever necessary.

Solar

$\cdot \cdot$ 4 $\cdot \cdot$

$\therefore$ 5 $\therefore$ TILAKNAGAR INDUSTRIES LTD.

Consolidated Statement of Cash Flow for the year ended March 31, 2022

		Year Ended March 31, 2022		Year Ended March 31, 2021

A)	Cash flow from Operating activities
	Net profit (Loss) before tax		4.119.20		(3,857.88)
	Adjustment for:
	Depreciation & Amortisation	3,274.25		3,312.43
	Loss / (Profit) on sale of assets	(1.12)		10.77
	Loss / (Profit) on sale of investments	(32.50)
	Excess Provision written back	(466.52)		(650.34)
	Gain on write back of loans	(1,321.51)
	Allowance for doubtful advances/ Deposits	673.34		5.00
	Provision for non-moving and obsolete inventories	296.55		983.94
	Advances written off	37.79
	Sundry balances written back	(75.97)		(252.24)
	Expected Credit Loss / (Write Back)	(242.60)		376.11
	Unrealised Foreign Exchange Fluctuation (Gain) / Loss	170.93		(136.46)
	Employee stock option expenses	364.91		7,096.49
	Finance Costs	6,186.88		(58.97)	10.686.73
	Interest income	(175.07)	8,689.36
					6,828.85
	Operating Profit before working capital changes		12,808.56
	Adjustment for
	(Decrease)/ Increase in trade payables, current liabilities, provisions and other
	financial liabilities	(5,089.38)		(1,288.05)
	(Increase)/ Decrease in financial assets, loans and advances and other assets
		3,969.59		(952.34)
	(Increase)/ Decrease in inventories	(320.84)		(2, 181.92)
	(Increase)/ Decrease in trade receivables	(5,323.82)	(6, 764, 45)	5,851.22	1.428.91

	Direct taxes (net) refund / (paid)		466.48		288.83
					8,546.59
	Net Cash from Operating activities		6,510.59

B)	Cash Flow from Investing activities	(334.92)		(8.41)
	Purchase of property, plant and equipment	2.54		4.06
	Sale of property, plant and equipment	(6,999.65)
	Purchase of investments	7,032.15
	Sale of investments	(2,463,98)		(86.72)
	(Increase) / Decrease in other bank balances	175.07		58.97
	Interest Received
	Net Cash from Investing Activities		(2, 588.79)		(32.10)

C	Cash Flow from Financing activities
	Proceeds from issue of shares including application money	9,219.02		40.25
	Proceeds from borrowings	7,629.47		3,337.57
	Repayment of borrowings including current maturities	(15, 077.51)		(5,594.72)
	Principal payment of lease liabilties	(51.84)		(51.23)
	Payment of unclaimed dividend	(11.85)		(10.39)
	Finance costs paid	(5,841.48)		(5,483.14)

	Net Cash from Financing Activities		(4, 134.19)		(7, 761.66)
					752.82
	Net increase in Cash & Cash equivalents(A+B+C)		(212.39) 4,486.40		3,733.58
	Opening cash & cash equivalents		4,274.01		4,486.40
	Closing cash & cash equivalents

	As at	As at
a) Cash and cash equivalents comprises of	March 31, 2022	March 31, 2021
i) Balances with Banks In Current Accounts ii) Short-Term Bank Deposits	4.189.36 73.95	.409.95 68.43
(Maturity within 3 months) iii) Cash on Hand	10.70 4.274.01	8.02 .486.40

(b) the above Consolidated statement of cash flow have been prepared under the "indirect method" as set out in Ind AS 7, "Statement of cash flow "

On behalf of the Board For Tilaknagar Industries Ltd. $\overline{\phantom{a}}$

Amit Dahanukar Chairman & Managing Director
(DIN:00305636)

$\bar{\nu}$

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along with Annual Audited Financial Results (Consolidated)

	Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2022 [See Regulation 33 / 52-of the SEBI (LODR) (Amendment) Regulations, 2016]
I.	SI. No.	Particulars	Audited Figures (as reported before adjusting for qualifications) Rs. in lakhs	Adjusted Figures (audited figures after adjusting for qualifications) Rs. in lakhs
	$\mathbf{1}$	Turnover/Total income	1,80,252.66	1,80,252.66
	$\overline{2}$	Total Expenditure	1,77,454.96	1,89,164.69
	3	Net Profit/(Loss) after tax	4,119.21	(7, 590.52)
	$\overline{4}$	Earnings Per Share (In Rs.)	2.87	(5.29)
	5	Total Assets	1,01,328.10	89,618.37
	6	Total Liabilities	1,01,328.10	89,618.37
	$\overline{7}$	Net Worth	13,351.42	1,641.69
	8	Any other financial item(s) (as felt appropriate by the management)	Nil	Nil
II.		Audit Qualification (each audit qualification separately):
	a.	Details of Audit Qualification:	(i) The Holding Company has not carried out impairment assessment of one of the ENA plants as required by Indian Accounting Standard (Ind AS 36) Impairment of Assets' though there is an indication of impairment. Reference is invited to note no. 6 of the consolidated annual financial results. (ii) The following paragraph in respect of Basis for Qualified Opinion was included in the audit report dated May 28, 2022 issued
			the Financial on Distillery (P) Ltd ("Prag"), a subsidiary	Statements of Prag

company of the Holding Company issued by an Independent Firm of Chartered Accountants, is reproduced as under:

We draw attention to note no. -- of the Statement which states that the Company has incurred capital expenditure of Rs. 10,021.69 lakhs as at March 31, 2022 on expansion project (the Project) grouped under the head capital work in progress. Work on the said project has been suspended and has not been completed since many years. Further the Building, Plant & Equipment of the Company has remained idle due to Plant shutdown. The Company has not tested the said Project, Building, Plant and equipment (Tangible Assets) for impairment loss as per Indian Accounting Standard (Ind AS 36) Impairment of Assets'. In absence of sufficient appropriate audit evidence, we were unable to determine the amount of impairment in the value of project and Tangible assets.
. We draw attention to note no. -- of the statement which states that there are unsecured overdue trade receivables of Rs. 586.55 lakhs and deposits of Rs. 182.05 from Andhra Pradesh Beverage Corporation Ltd and unsecured advances given to suppliers of Rs. 210.99 lakhs which are long overdue and doubtful of recovery. The management has not considered any provision for allowance on doubtful trade receivables, deposits and advances though it is long overdue. In absence sufficient appropriate $\circ$ f audit evidence and balance confirmations. we are unable to verify the recoverability amount of the trade receivables deposits and advances.

Note no. -- and -- of Prag as described above

is reproduced as note no. 8 and 9 to the consolidated financial results respectively.
Qualified Opinion
Point (i) - Appearing seventh time Point (ii) - Appearing third time
impact is quantified by the auditor, Response to Point $(II)(a)(ii)$ The National Company Law Tribunal ("NCLT") had ordered for liquidation of Prag Distillery (P) Ltd. ("Prag"), wholly owned subsidiary of the Company, as a going concern in 2018-2019. A liquidator had been appointed to manage the affairs of Prag. The outstanding dues of Standard Chartered Bank and DCB Bank has been settled and no dues certificates have also been received. Hence, the accounts of Prag have been prepared on a going concern basis. The impairment, if any, of the capex project undertaken by Prag in earlier years of Rs 10,021.69 lacs and of the existing Building, Plant and Equipment of Prag will be considered on outcome of the liquidation process as the case may be, as the recoverable value is not currently ascertainable. Following NCLT's approval, Prag has entered into a lease agreement with the Holding Company and the operations are expected to restart soon after completion of the necessary statutory formalities. Trade Receivables of Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), include Rs 586.55 lacs (P.Y. Rs 586.55 lacs) receivable from Andhra Pradesh
Qualification(s) where the

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For Audit Qualification(s) where the impact is not quantified by the auditor: e. Management's (i) the on	Beverage Corporation Ltd. towards sale of IMFL made by Prag in FY 2018-2019 and FY 2019-2020. Prag, through the Liquidator has obtained approval from National Company Law Tribunal to initiate legal action against Andhra Pradesh Beverage Corporation Ltd. for recovery of the same. The Management believes that no provision for doubtful debts is required to be made against this receivable as the amount is expected to be received. The Earnest Money Deposit of Rs 182.05 lacs (P.Y.Rs 182.05 lacs) and the advances to suppliers of Rs 210.99 lacs (P.Y. Rs 210.99 lacs) are mainly given for the expansion of Prag capacity and the same would be capitalised as soon as the entire licence fees are paid and the plant become operational at expanded capacity.
estimation impact of audit qualification:	Nil for the reasons given at para $2(e)(ii)$ below

If management is unable to estimate (ii)	Response to Point $(II)(a)(i)$
the impact, reasons for the same:	The Company expects to restart the grain distillery plant during the financial year 2022-2023 and has also received the permission for operating the fermentation section till March 31, 2024. It is expected that permission for operating the distillation section also will be received soon. In view of this, the management believes that there is no impairment in value of its ENA Plant and hence the recoverable amount of the ENA
	Plant is not required to be estimated.
(iii) Auditors' Comments on (i) or (ii) or(iii) above:	Refer II (a) above

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III. Signatories:
CEO/Managing Director $\bullet$
CFO $\bullet$ $\mathcal{P}$ :
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Audit Committee Chairman $\bullet$
	all
Statutory Auditor $\qquad \qquad \bullet$	For Harshil Shah & Company

	Partner
Place: Mumbai Date: May 30, 2022

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Phone :- 022 401 39 401 www.caharshilshah.com, E Mail :- [email protected]