Tilaknagar Industries Ltd - Capital/Financing Update 2026

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February 14, 2026

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal 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 : Monitoring Agency Report for the quarter ended December, 2025 on the utilisation of proceeds raised through Preferential Issue of equity shares and convertible share warrants of the Company

Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed the Monitoring Agency Report for the quarter ended December 31, 2025, issued by CRISIL Ratings Limited (Monitoring Agency) in respect of the utilization of proceeds raised through Preferential Issue of Equity Shares and Convertible Share Warrants by the Company, duly reviewed by the Audit Committee and Board of Directors of the Company.

This intimation along with the Monitoring Agency Report is also being uploaded on the Company’s website www.tilind.com

Kindly take the same on your record.

For Tilaknagar Industries Ltd.

Minuzeer Yazdi Digitally signed by Minuzeer Yazdi Bamboat Bamboat Date: 2026.02.14 14:44:38 +05'30' Minuzeer Bamboat Company Secretary, Compliance Officer & Head – Legal

M. No. 73014

Encl: a/a

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Monitoring Agency Report

for

Tilaknagar Industries Limited for the quarter ended December 31, 2025

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CRL/MAR/ TINAIN/2025-26/1634

February 14, 2026

Tilaknagar Industries Limited

P. O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra, 413720

Dear Sir,

Monitoring Agency Report for the quarter ended December 31, 2025 - in relation to the Preferential Issue of Tilaknagar Industries Limited (“the Company”)

Pursuant to Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated July 21, 2025, enclosed herewith the Monitoring Agency Report, issued by Crisil Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of Preferential Issue for the quarter ended December 31, 2025.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of Crisil Ratings Limited

Shounak Chakravarty Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: Tilaknagar Industries Limited

For quarter ended: December 31, 2025

Name of the Monitoring Agency: Crisil Ratings Limited

(a) Deviation from the objects: Not applicable
(b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature:

Name and designation of the Authorized Signatory: Shounak Chakravarty Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer: Tilaknagar Industries Limited Names of the promoter: a. Mr. Amit Dahanukar b. Mrs. Shivani Amit Dahanukar c. Mrs. Priyadarshini A Dahanukar d. Mrs. Anupama Arun Dahanukar Industry/sector to which it belongs : Breweries & Distilleries Issue Details Issue Period: September 20, 2025 to September 30, 2025 Type of issue (public/rights): Preferential Issue Type of specified securities: Equity shares & Convertible Warrants Grading, if any: NA Issue size: Gross Proceeds of Rs 2295.63 crores * Preferential Issue size comprises of convertible warrants of Rs 1,746.31 crore and preferential equity shares of Rs. 549.32 crores (Refer Note 1)

Industry/sector to which it belongs : Breweries & Distilleries

2) Issue Details

*Crisil Ratings shall be monitoring the issue proceeds amount.

Note 1: Issue of 1,43,80,000 preferential equity shares at a price of Rs 382/- per share, aggregating to Rs 549.32 crores to non-promoter categories and Issue of 4,57,15,000 convertible warrants within 18 months at Rs 382/- per share aggregating to Rs 1,746.31 crore to promoters and non-promoters.

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information/ certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	yes	Management undertaking, Statutory Auditor Certificate^, Notice to shareholders dated August 20th, 2025, Bank Statements	Proceeds were utilized towards the objects of the issue as disclosed in the notice to shareholders dated August 20th,2025	No Comments

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Whether shareholder approval has been obtained in case of material deviations from expenditures disclosed in the Offer Document?	NA	No Comments	No Comments
Whether the means of finance for the disclosed objects of the issue has changed?	No	No Comments	No Comments
Is there any major deviation observed over the earlier monitoring agency reports?	NA	No Comments	No Comments
Whether all Government/statutory approvals related to the object(s) have been obtained?	NA	No Comments	No Comments
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	NA	No Comments	No Comments
Are there any favorable events improving the viability of these object(s)?	NA	No Comments	No Comments
Are there any unfavorable events affecting the viability of the object(s)?	No	No Comments	No Comments
Is there any other relevant information that may materially affect the decision making of the investors?	No	No Comments	No Comments

NA represents Not Applicable

^ Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company.

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4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr. No.	Item Head	Source of information/ certification considered by MA for preparation of report				Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
			Original cost (as per the Offer Document) (Rs in crore)	Revised Cost (Rs in crore)	Comments of the Monitoring Agency
						Reason of Cost revision	Proposed financing option	Particulars of firm arrange- ments made
1	Acquisition of Brand	Management undertaking, Statutory Auditor Certificate^, Notice to Shareholders dated July 29, 2025	1,300.00	NA	No revision	NA	NA	NA
2	Working Capital		500.00	NA	No revision	NA	NA	NA
3	General Corporate Purposes#		495.63	NA	No revision	NA	NA	NA
	Total	-	2295.63	-	-	-	-	-

^ Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company

#The amount utilised for general corporate purposes does not exceed 25% (Rs. 573.91 crore) of the issue proceeds.

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ii. Progress in the object(s):

		Source of
				Amount utilized					Comments of the Board
		information/	Amount
		certifications	as	(Rs in crore)					of Directors
		considered by	proposed
Sr.							Total	Comments of
		Monitoring	in the		During
No.				As at		At the	unutilized	the Monitoring
	Item Head	Agency for	Offer		the
				beginning		end	amount	Agency		Proposed
		preparation of	Document		quarter				Reasons for
				of the		of the	(Rs in crore)			course of
		report	(Rs in		*(Refer Note 4)*				idle funds
				quarter		quarter				action
			crore)

1	Acquisition of Brand	Management undertaking, Statutory Auditor Certificate^, Final Offer Document, Bank Statements	1,300.00	0.00	1,296.78	1,296.78	3.22	Refer Note 2	No Comments
2	Working Capital		500.00	0.00	290.82	290.82	209.18	Refer Note 3	No Comments
3	General Corporate Purposes		495.63	0.00	114.22	495.63	381.41	Proceeds has been utilised towards Bank processing fees, Insurance, Stamp duty and advisory charges	No Comments
	Total		2,295.63	-	1,701.82	1,701.82	593.81	-

^ Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company

Note 2 : Company has completed the acquisition of the Imperial Blue business division (IB) from Pernod Ricard India Private Limited (PRI) as a going concern on a slump sale basis related to the business of production, bottling, marketing and sale of alcoholic and other beverages.

Note 3: During the quarter under review, the proceeds were utilized by the Company to pay excise duty on sales of various Imperial Blue products. These payments were made from a joint account held by Pernod Ricard India Private Limited (PRI) and the company.

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As part of the acquisition of the Imperial Blue business from PRI, the company entered into a Transitional Services and Manufacturing Agreement (TSMA) for a defined transition period. The TSMA facilitates financing working capital requirements through the joint account during this transition period.

Note 4: The Company has transferred Rs 1701.82 crore from its monitoring account to its various other current accounts for utilisation towards the objects of the issue for operational ease. There is a remaining balance of Rs 5.00 crore in the Kotak Bank Current account of the Company.

All figures in the above table are rounded off to nearest two decimal places.

iii. Deployment of unutilised proceeds:^

Sr. No:	Type of instrument and name of the entity invested in	Amount invested (Rs in crore)	Maturity date	Earnings (Rs in crore)	Return on investment (%)	Market Value as at 30-Sept- 2025 (Rs in crore)
1	Fixed Deposit maintained with ICICI Bank – FD No 000410573095	73.52	08-01-2026	1.03	5.60	74.55
2	ICICI Bank Preferential Issue Account No 000405164305	1.96	-	-	-	1.96
3	HDFC Overnight Fund Mutual Fund Folio no. 18840317	310.77	-	7.9	-	318.67
4	Kotak Bank Current account of the Company	5.00	-	-	-	5.00
	Total(Refer Note 5)	391.25	-	8.93	-	400.18

Note 5: The Company issued convertible warrants and received 25% of the issue amount (Rs . 436.57 crore ) during the quarter ended September 30, 2025. Further, during the quarter ended December 31, 2025, the Company received Rs 1,107.17 crore from conversion of warrants. The remaining amount of Rs 202.56 crore are yet to be received from the warrant holders. As per the notice to shareholders dated July 29th, 2025, the warrant holders have the option to convert the warrants into equity shares within 18 months from the date of allotment.

^On the basis of Management undertaking and Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company

iv. Delay in implementation of the object(s): ^


	Completion Date			Comments of the Board of Directors
			Delay

			(no. of
Object(s)	As per the
			days/		Proposed course of
	Offer	Actual		R f dl
			months)	eason o eay	Action
	Document


	Not applicable

^ On the basis of Management undertaking and Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company

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5) Details of utilization of proceeds stated as General Corporate Purpose amount in the offer document:^

S. No.	Item Heads	Amount (Rs in crores)	Remarks
1.	Processingfees	38.59	Bankprocessingfees
2.	HedgingCharges	30.28	HedgingCost
3.	Insurance	18.47	Insurance
4.	StampDuty	15.00	For Brand Acquisition
5.	Professional fees	11.88	Advisorycharges
	Total	114.22	The utilisation under GCP is towards the purposes mentioned in the offer document

^ On the basis of Management undertaking and Certificate dated February 13, 2026, issued by M/s Harshil Shah & Company, Chartered Accountants (Firm Registration Number: 141179W), Statutory Auditors of the Company

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Disclaimers:

a) This Report is prepared by Crisil Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.
g) Access or use of this report does not create a client relationship between CRL and the user.
h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.
i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).
j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.
k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.
l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.
m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

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n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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AI assistant

Tilaknagar Industries Ltd Capital/Financing Update 2026

60357_rns_2026-02-14_5b9fe070-fb1e-4728-b52a-44cfa111243a.pdf

February 14, 2026

Sub : Monitoring Agency Report for the quarter ended December, 2025 on the utilisation of proceeds raised through Preferential Issue of equity shares and convertible share warrants of the Company

For Tilaknagar Industries Ltd.

M. No. 73014

Monitoring Agency Report

for

Tilaknagar Industries Limited

Report of the Monitoring Agency (MA)

Name of the Monitoring Agency: Crisil Ratings Limited

Declaration:

Signature:

1) Issuer Details:

2) Issue Details

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

4) Details of object(s) to be monitored:

i. Cost of the object(s):

ii. Progress in the object(s):

iii. Deployment of unutilised proceeds:^

iv. Delay in implementation of the object(s): ^

5) Details of utilization of proceeds stated as General Corporate Purpose amount in the offer document:^

Disclaimers:

AI assistant

Tilaknagar Industries Ltd — Capital/Financing Update 2026

60357_rns_2026-02-14_5b9fe070-fb1e-4728-b52a-44cfa111243a.pdf

February 14, 2026

Sub : Monitoring Agency Report for the quarter ended December, 2025 on the utilisation of proceeds raised through Preferential Issue of equity shares and convertible share warrants of the Company

For Tilaknagar Industries Ltd.

M. No. 73014

Monitoring Agency Report

for

Tilaknagar Industries Limited

Report of the Monitoring Agency (MA)

Name of the Monitoring Agency: Crisil Ratings Limited

Declaration:

Signature:

1) Issuer Details:

2) Issue Details

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

4) Details of object(s) to be monitored:

i. Cost of the object(s):

ii. Progress in the object(s):

iii. Deployment of unutilised proceeds:^

iv. Delay in implementation of the object(s): ^

5) Details of utilization of proceeds stated as General Corporate Purpose amount in the offer document:^

Disclaimers:

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